##### Table of Contents





SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
 Form 20-F
  (Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
    (g)
    OF THE SECURITIES EXCHANGE ACT OF 1934orþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file
    number: 1-10409
  InterContinental Hotels Group
    PLC
 (Exact name of registrant as
    specified in its charter)
 England and Wales
 (Jurisdiction of incorporation
    or organization)
  Broadwater Park,
 Denham, Buckinghamshire UB9 5HR
 (Address of principal executive
    offices)
    Title of each class

Name of each exchange on which registeredAmerican Depositary Shares

New York Stock ExchangeOrdinary Shares of
    1329/47
    pence each

New York Stock Exchange*     *
    
    Not for trading, but only in
    connection with the registration of American Depositary Shares,
    pursuant to the requirements of the Securities and Exchange
    Commission.  Securities registered or to be
    registered pursuant to Section 12(g) of the Act:
    None
  Securities for which there is a
    reporting obligation pursuant to Section 15(d) of the
    Act:
    None
   Indicate the number of outstanding shares of each of the
    issuers classes of capital or common stock as of the close
    of the period covered by the annual report:
  Ordinary Shares of
    1329/47
    pence each

289,472,651   þ o
  o þ
  þ o
  Regulation S-T o þ
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o     o þ
  Rule 12b-2
 o þ
    US
    GAAP  o

International Reporting Standards as issued by
    the International Standards Accounting
    Board þ

Other  o




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##### Table of Contents





TABLE OF
    CONTENTS
   
 PageIntroduction

4Cautionary Note Regarding Forward-Looking
    Statements

5PART IItem 1.

Identity of Directors, Senior Management and
    Advisors

7Item 2.

Offer Statistics and Expected Timetable

7Item 3.

Key Information

7Selected Consolidated Financial Information

7Risk Factors

10Item 4.

Information on the Company

13Summary

13Segmental Information

16Business Overview

17Trademarks

37Organizational Structure

37Property, Plant and Equipment

38Environment

38Item 4A.

Unresolved Staff Comments

39Item 5.

Operating and Financial Review and Prospects

39Critical Accounting Policies

40Operating Results

42Liquidity and Capital Resources

51Item 6.

Directors, Senior Management and Employees

53Directors and Senior Management

53Compensation

57Board Practices

58Employees

61Share-based Compensation

62Share Ownership

62Item 7.

Major Shareholders and Related Party
    Transactions

63Major Shareholders

63Related Party Transactions

63Item 8.

Financial Information

63Consolidated Statements and Other Financial
    Information

63Significant Changes

64Item 9.

The Offer and Listing

64Plan of Distribution

65Selling Shareholders

65Dilution

65Expenses of the Issue

65 2




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PageItem 10.

Additional Information

65Articles of Association

65Material Contracts

68Exchange Controls

71Taxation

71Documents on Display

75Item 11.

Quantitative and Qualitative Disclosures About
    Market Risk

75Item 12.

Description of Securities Other Than Equity
    Securities

78PART IIItem 13.

Defaults, Dividend Arrearages and
    Delinquencies

80Item 14.

Material Modifications to the Rights of Security
    Holders and Use of Proceeds

80Item 15.

Controls and Procedures

80Item 16.

[Reserved]

80Item 16A.

Audit Committee Financial Expert

80Item 16B.

Code of Ethics

80Item 16C.

Principal Accountant Fees and Services

81Item 16D.

Exemptions from the Listing Standards for Audit
    Committees

81Item 16E.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers

81Item 16F.

Change in Registrants Certifying
    Accountant

82Item 16G.

Summary of Significant Corporate Governance
    Differences from NYSE Listing Standards

82PART IIIItem 17.

Financial Statements

83Item 18.

Financial Statements

84Item 19.

Exhibits

84EX-1EX-4.C.IEX-4.C.IIEX-4.C.IIIEx-8EX-12.AEX-12.BEX-13.A   3




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INTRODUCTION    
    ADR refers to an American Depositary Receipt, being
    a receipt evidencing title to an ADS;
    ADS refers to an American Depositary Share, being a
    registered negotiable security, listed on the New York
    Stock Exchange, representing one InterContinental Hotels Group
    PLC ordinary share of
    1329/47 pence
    each;
    Board refers to the Board of directors of
    InterContinental Hotels Group PLC or, where appropriate, the
    Boards of directors of InterContinental Hotels Limited or Six
    Continents Limited;
    Britvic refers to Britannia Soft Drinks Limited for
    the period up to November 18, 2005, and thereafter,
    Britannia SD Holdings Limited (renamed Britvic plc on
    November 21, 2005) which became the holding company of
    the Britvic Group on November 18, 2005;
    Britvic Group refers to Britvic and its subsidiaries;
    Company refers to InterContinental Hotels Group PLC,
    InterContinental Hotels Limited or Six Continents Limited or
    their respective Board of directors as the context requires;
    EMEA refers to Europe, the Middle East and Africa;
    Group refers to InterContinental Hotels Group PLC
    and its subsidiaries or, where appropriate, InterContinental
    Hotels Limited or Six Continents Limited and their subsidiaries
    as the context requires;
    Hotels refers to the hotels business of the Group;
    IHG refers to InterContinental Hotels Group PLC or,
    where appropriate, its Board of directors;
    IHL refers to InterContinental Hotels Limited,
    previously InterContinental Hotels Group PLC, former parent
    company of the Group and re-registered as a private limited
    company on June 27, 2005;
    ordinary share or share refers, before
    April 14, 2003, to the ordinary shares of 28 pence each in
    Six Continents Limited; following that date and until
    December 10, 2004 to the ordinary shares of £1 each in
    IHL; following that date and until June 27, 2005 to the
    ordinary shares of 112 pence each in IHL; following that date
    and until June 12, 2006 to the ordinary shares of 10 pence
    each in IHG; following that date until June 4, 2007 to the
    ordinary shares of
    113/7
    pence each in IHG; and following June 4, 2007 to the
    ordinary shares of
    1329/47
    pence each in IHG;
    Six Continents refers to Six Continents Limited;
    previously Six Continents PLC and re-registered as a private
    limited company on June 6, 2005;
    Soft Drinks refers to the soft drinks business of
    InterContinental Hotels Group PLC, which the Company had through
    its controlling interest in Britvic and which the Company
    disposed of by way of an initial public offering effective
    December 14, 2005; and
    VAT refers to UK value added tax levied by HM
    Revenue and Customs on certain goods and services.       4




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Form 20-F page F-23.
         CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS  Form 20-F
  Form 20-F
 5




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6




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PART I  ITEM 1.
    IDENTITY
    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS    ITEM 2.
    OFFER
    STATISTICS AND EXPECTED TIMETABLE    ITEM 3.
    KEY
    INFORMATION SELECTED
    CONSOLIDATED FINANCIAL INFORMATION  Summary
       7




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Consolidated
    Income Statement Data
  Year ended December 31,2010

2009

2008

2007

2006($ million, except earnings per ordinary share)Revenue:Continuing operations


1,628



1,538



1,897



1,817



1,487Discontinued operations














33



2781,628



1,538



1,897



1,850



1,765Total operating profit before exceptional operating items:Continuing operations


444



363



549



488



374Discontinued operations














3



50444



363



549



491



424Exceptional operating items:Continuing operations


(7
)


(373
)


(132
)


60



48Discontinued operations


















(7
)


(373
)


(132
)


60



48Total operating profit/(loss):Continuing operations


437



(10
)


417



548



422Discontinued operations














3



50437



(10
)


417



551



472Financial income


2



3



12



18



48Financial expenses


(64
)


(57
)


(113
)


(108
)


(68
)Profit/(loss) before tax


375



(64
)


316



461



452Tax:On profit before exceptional items


(98
)


(15
)


(101
)


(90
)


(97
)On exceptional operating items


1



112



17







(11
)Exceptional tax credit






175



25



60



184(97
)


272



(59
)


(30
)


76Profit after tax


278



208



257



431



528Gain on disposal of assets, net of tax*


2



6



5



32



226Profit for the year


280



214



262



463



754Attributable to:Equity holders of the parent


280



213



262



463



754Non-controlling interest






1











Profit for the year


280



214



262



463



754Earnings per ordinary share:Continuing operations:Basic


96.5¢



72.6¢



89.5¢



134.1¢



127.5¢Diluted


93.9¢



70.2¢



86.8¢



130.4¢



124.3¢Total operations:Basic


97.2¢



74.7¢



91.3¢



144.7¢



193.8¢Diluted


94.6¢



72.2¢



88.5¢



140.7¢



189.0¢     *
    
    Relates to discontinued operations. 8




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Consolidated
    Statement of Financial Position Data
  December 31,2010

2009

2008

2007

2006($ million, except number of shares)Goodwill and intangible assets


358



356



445



556



516Property, plant and equipment


1,690



1,836



1,684



1,934



1,956Investments and other financial assets


178



175



195



253



251Retirement benefit assets


5



12



40



49



Deferred tax assets


88



95











Current assets


466



419



544



710



892Non-current assets classified as held for sale










210



115



98Total assets


2,785



2,893



3,118



3,617



3,713Current liabilities


943



1,040



1,141



1,226



1,261Long-term debt


776



1,016



1,334



1,748



594Net assets


278



156



1



98



1,346Equity share capital


155



142



118



163



129IHG shareholders equity


271



149



(6
)


92



1,330Number of shares in issue at period end (millions)


289



287



286



295



356   Dividends
      Ordinary
    dividend
  Pence per ordinary share

$ per ADSInterim

Final

Total

Interim

Final

TotalYear ended December 31,2006


5.10



13.30



18.40



0.096



0.259



0.3552007


5.70



14.90



20.60



0.115



0.292



0.4072008


6.40



20.20



26.60



0.122



0.292



0.4142009


7.30



18.70



26.00



0.122



0.292



0.4142010


8.00



22.00



30.00



0.128



0.352



0.480   Special
    dividend
  Pence perordinary share

$ per ADSJune 2006


118.00



2.17June 2007


200.00



4.00  9




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RISK
    FACTORS  Form 20-F
    The
    Group is reliant on the reputation of its brands and the
    protection of its intellectual property rights
  and/or
  and/or
      The
    Group is exposed to a variety of risks related to identifying,
    securing and retaining franchise and management
    agreements
       10




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The
    Group is exposed to the risks of political and economic
    developments
  and/or
    The
    Group requires the right people, skills and capability to manage
    growth and change
      The
    Group is exposed to the risk of events that adversely impact
    domestic or international travel
    The
    Group is reliant upon its proprietary reservations system and is
    exposed to the risk of failures in the system and increased
    competition in reservations infrastructure
    e-commerce
 11




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The
    Group is exposed to inherent risks in relation to technology and
    systems
    The
    Group is exposed to the risks of the hotel industry supply and
    demand cycle
    The
    Group may experience a lack of selected development
    opportunities
    The
    Group is exposed to risks related to corporate
    responsibility
    The
    Group is exposed to the risk of litigation
  and/or
  The
    Group may face difficulties insuring its business
   12




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The
    Group is exposed to a variety of risks associated with its
    financial stability, ability to borrow and satisfy debt
    covenants
    The
    Group is required to comply with data privacy
    regulations
    The
    Group is exposed to the risks related to information
    security
      The
    Group is exposed to funding risks in relation to the defined
    benefits under its pension plans
  wound-up,
  three-year
  ITEM 4.
    INFORMATION
    ON THE COMPANY SUMMARY  Group
    overview
   13




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Group
    history and recent developments
        Acquisitions
    and dispositions
      Asset disposal program detail

Number of hotels

Proceeds

Net book value($ billion)Disposed since April 2003


185



5.6



5.3Remaining owned and leased hotels as of December 31, 2010


15







1.5    14




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Return
    of funds
        Return of funds program

Timing

Total return

Returned to
    date(i)

Still to be returned£501 million special dividend


Paid in December 2004



£501m



£501m



NilFirst £250 million share buyback


Completed in 2004



£250m



£250m



Nil£996 million capital return


Paid in July 2005



£996m



£996m



NilSecond £250 million share buyback


Completed in 2006



£250m



£250m



Nil£497 million special dividend


Paid in June 2006



£497m



£497m



NilThird £250 million share buyback


Completed in 2007



£250m



£250m



Nil£709 million special dividend


Paid in June 2007



£709m



£709m



Nil£150 million share buyback


Deferred



£150m



£120m



£30mTotal






£3,603m



£3,573



£30m   (i)
    
    As of March 25, 2011.  Hotels
   15




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SEGMENTAL
    INFORMATION  Geographic
    segmentation
    Year ended December 31,2010

2009

2008($ million)Revenue(1)Americas


807



772



963EMEA


414



397



518Asia Pacific


303



245



290Central(2)


104



124



126Total


1,628



1,538



1,897Operating profit before exceptional operating
    items(1)(3)Americas


369



288



465EMEA


125



127



171Asia Pacific


89



52



68Central


(139
)


(104
)


(155
)Total


444



363



549   Year ended December 31,2010

2009

2008(%)RevenueAmericas


49.6



50.2



50.8EMEA


25.4



25.8



27.3Asia Pacific


18.6



15.9



15.3Central


6.4



8.1



6.6Total


100.0



100.0



100.0Operating profit before exceptional operating itemsAmericas


83.1



79.3



84.7EMEA


28.2



35.0



31.1Asia Pacific


20.0



14.3



12.4Central


(31.3
)


(28.6
)


(28.2
)Total


100.0



100.0



100.0     (1)
    
    The results of operations have been
    translated into US dollars at the average rates of exchange for
    the year. In the case of sterling, the translation rate is $1 =
    £0.65 (2009 $1 = £0.64, 2008 $1 = £0.55). In the
    case of the euro, the translation rate is $1 = 0.76 (2009
    $1 = 0.72, 2008 $1 = 0.68).(2)
    
    Central revenue primarily relates
    to Holidex (the Groups proprietary reservation system) fee
    income. Central operating profit includes central revenue less
    costs related to global functions.(3)
    
    Operating profit before exceptional
    operating items does not include exceptional operating items for
    all periods presented. Exceptional operating items (charge
    unless otherwise noted) by region were the Americas
    $8 million (2009 $301 million, 2008 $99 million);
    EMEA credit of $3 million (2009 $22 million, 2008
    $21 million); Asia Pacific $2 million (2009
    $7 million, 2008 $2 million); and Central $nil (2009
    $43 million, 2008 $10 million). 16




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BUSINESS
    OVERVIEW    Industry
    and market trends
              
    global economic recovery  the global economy grew by
    3.8% during 2010 (Oxford Economics), and US historic market data
    show that following recessions, hotel industry revenues broadly
    increase ahead of Gross Domestic Product (GDP) (Smith Travel
    Research). We expect the current recovery to be similar, and are
    investing in the business to capture demand as it continues to
    strengthen;
    increase in affluence and freedom to travel in emerging
    markets  countries such as China are increasingly
    significant as domestic and international travel markets. They
    already have a sizeable hotel industry, and the importance of
    hotel brands in such emerging markets is growing;
    rising global travel volumes  airline capacity
    continues to grow, with affordability of travel improving
    globally. Business travel is expected to recover in most markets
    in 2011 and leisure travellers  who have been
    resilient in the downturn  will continue to travel
    both internationally and within domestic markets;
    change in demographics  as the population ages and
    becomes wealthier in developed markets, increased leisure time
    and incomes encourage more travel and hotel stays; conversely,
    younger generations are increasingly seeking a better work/life
    balance, with higher expectations from those providing their
    accommodation. This has positive implications for increased
    leisure travel; and
    demand for branded hotels is growing faster than that for
    independent hotels. 17




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Our
    strategy
      Delivering
    the elements of the Groups strategy
  Competing
    with an appropriate business model
      best-in-class
      Marketing and





The Groups

The GroupsBrand

distribution

Staff

Ownership

capital

incomeFranchised
    This is the largest part of our business: 3,783 hotels operate
    under franchise agreements

The Groups
    brands

The Group

Third party

Third party

None

Fee % of 
    rooms 
    revenueManaged
    The Group manages 639 hotels worldwide

The Groups
    brands

The Group

The Group
    usually
    supplies
    general
    manager as
    a minimum

Third party

Low/none

Fee % of
    total
    revenue
    plus % of
    profitOwned and leased
    The Group owns 15 hotels worldwide (less than 1% of our
    portfolio)

The Groups
    brands

The Group

The Group

The Group

High

All 
    revenues 
    and profits  18




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##### Table of Contents



Managedcontracts and jointFranchised

ventures

Owned and leased

TotalNo. of

No. of

No. of

No. of

No. of

No. of

No. of

No. ofhotels

rooms

hotels

rooms

hotels

rooms

hotels

rooms2010


3,783



479,320



639



162,711



15



5,130



4,437



647,1612009


3,799



483,541



622



157,287



17



5,851



4,438



646,6792008


3,585



465,967



585



148,240



16



5,644



4,186



619,851   The Groups continuing operating profit* by ownership
    type for the year ended December 31, 2010:
  
  The Groups global room count by ownership type at
    December 31, 2010:
  
   *
    
    Before regional and central
    overheads, exceptional items, interest and tax  Competing
    in developed and emerging markets
               19




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Winning
    with our scale and expertise
    best-in-class
            Winning
    with our people and values
   20




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
    Do the right thing;
    Show we care;
    Aim Higher;
    Celebrate difference; and
    Work better together.  Business
    relationships with others
          Holiday Inn relaunch
  InnSupply
  Way of Sales best-in-class
  Celebrate Service week
  People Tools
   21




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Measuring
    our success
    Where we compete
  Key performance

Current status andStrategic priorities

indicators (KPIs)

2010 developments

2011 prioritiesTo accelerate profitable growth of our core business in the
    largest markets where presence and scale really count and also
    in key global gateway cities. Seek opportunities to leverage our
    scale in new business areas.

   Sustained system size growth; and
       deal signings focused in scale markets
    and key gateway cities.

   System size maintained at 647,161
    rooms;
       over 90% of deals signed in scale
    markets and key gateway cities;
       re-entry into Hawaii with a Holiday Inn
    Resort;
       opening our second Hotel Indigo in
    London, and our first in Asia Pacific, on the Bund in
    Shanghai;
       17 signings of Hotel Indigo and
    Staybridge Suites outside of North America; and
       259 hotels opened globally.

   Continue international roll-out of
    Staybridge Suites and Hotel Indigo;
       accelerate growth strategies in quality
    locations in agreed scale markets; and
       continue to leverage scale and build
    upon improved strategic position during the economic downturn.  22




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How we win
  Strategic prioritiesFinancial returnsTo generate higher returns for owners and the Group through
    increased revenue share, improved operating efficiency and
    growing margins.Our peopleCreating hotels that are well run, with brands brought to
    life by people who are proud of the work they do.Guest experienceTo operate a portfolio of brands attractive to both owners
    and guests that have clear market positions and differentiation
    in the eyes of the guest.Responsible businessTo take a proactive stance and seek creative solutions
    through innovation and collaboration on environment and
    community issues, and to drive increased value for the Group,
    owners, guests and the communities where we operate.

(Graph)

Current status and 2010 developments Further procurement efficiencies made;
     enhanced Customer Relationship Management with new
    technology and campaign management tools to involve non-Priority
    Club Rewards (PCR) members; and
     enhanced communications with PCR loyalty program
    members with refreshed loyalty systems.
     Launched and cascaded our Vision to become one of
    the worlds great companies;
     developed management tools to deliver a branded
    guest experience;
     further emphasis on our culture of learning and
    development with industry recognition;
     Celebrate Service week  a
    global event to recognize our people, in partnership with the
    IAHI ownership community; and
     managing employee engagement.
     Global pilots to identify opportunities to create
    branded hallmarks with guest appeal;
     near completion of the Holiday Inn
    relaunch; and
     grew our industry-leading loyalty program PCR, to
    56 million members, contributing $6.5 billion of
    global system rooms revenue.
     Green Engage developed (patent pending);
    rolled out to over 1,000 hotels by December 31, 2010;
     collaborated with the University of Oxfords
    Department of Plant Sciences to understand better how hotel
    design and development impacts the environment; and
     Corporate Responsibility approach defined and agreed.

2011 priorities Capitalize on recovery of group and meetings
    business;
     strengthen global sales force effectiveness;
     optimize revenues from third party and Group
    websites;
     ensure the Groups industry leading system of
    delivering demand and revenue to hotels retains competitive
    advantage; and
     strengthen loyalty program, with enhanced member
    offer.
     Cascade of branded management tools to whole hotel
    estate, including our franchised hotels;
     ongoing partnership with IAHI ownership community
    for people events;
     continued focus on developing skills to deliver our
    Vision and branding capability; and
     opportunities for employees and communities to be
    involved with Olympics partnership.
     Leverage strong position of Holiday Inn relaunch
    with roll-out of global marketing initiatives;
     ensure growth plans of each brand aligns fully with
    corporate Vision;
     focus on strength of Priority Club Rewards and
    visibly enhance offering to its members in hotels and across
    global reservations channels; and
     increase the Groups business from Priority
    Club Rewards members.
     Continue to roll out Green Engage to our
    owned and managed hotels, and expand into the franchised estate
    in all regions;
     work with stakeholders, such as Harvard University,
    to educate decision-makers on the Groups economic
    impacts; and
     continue to embed our community strategy, including
    establishing the IHG Academy program and activating
    our strategic partner in providing disaster recovery.  23




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##### Table of Contents



Segmental
    Results by Activity
    Year ended December 31,2010

2009

2008($ million)Revenue(1)AmericasFranchised


465



437



495Managed


119



110



168Owned and leased


223



225



300807



772



963EMEAFranchised


81



83



110Managed


130



119



168Owned and leased


203



195



240414



397



518Asia PacificFranchised


12



11



18Managed


155



105



113Owned and leased


136



129



159303



245



290Central(2)


104



124



126Total


1,628



1,538



1,897Operating profit before exceptional operating
    items(1)(3)AmericasFranchised


392



364



426Managed


21



(40
)


51Owned and leased


13



11



55Regional overheads


(57
)


(47
)


(67
)369



288



465EMEAFranchised


59



60



75Managed


62



65



95Owned and leased


40



33



45Regional overheads


(36
)


(31
)


(44
)125



127



171Asia PacificFranchised


7



5



8Managed


73



44



55Owned and leased


35



30



43Regional overheads


(26
)


(27
)


(38
)89



52



68Central(2)


(139
)


(104
)


(155
)Total


444



363



549     Footnotes on page 25.
  24




---



##### Table of Contents



Year ended December 31,2010

2009

2008(%)RevenueAmericasFranchised


28.6



28.4



26.1Managed


7.3



7.2



8.9Owned and leased


13.7



14.6



15.849.6



50.2



50.8EMEAFranchised


5.0



5.4



5.8Managed


8.0



7.7



8.9Owned and leased


12.4



12.7



12.625.4



25.8



27.3Asia PacificFranchised


0.7



0.7



0.9Managed


9.5



6.8



6.0Owned and leased


8.4



8.4



8.418.6



15.9



15.3Central


6.4



8.1



6.6Total


100.0



100.0



100.0Operating profit before exceptional operating itemsAmericasFranchised


88.3



100.2



77.6Managed


4.7



(11.0
)


9.3Owned and leased


2.9



3.0



10.0Regional overheads


(12.8
)


(12.9
)


(12.2
)83.1



79.3



84.7EMEAFranchised


13.3



16.5



13.6Managed


14.0



17.9



17.3Owned and leased


9.0



9.1



8.2Regional overheads


(8.1
)


(8.5
)


(8.0
)28.2



35.0



31.1Asia PacificFranchised


1.6



1.4



1.5Managed


16.4



12.1



10.0Owned and leased


7.9



8.2



7.8Regional overheads


(5.9
)


(7.4
)


(6.9
)20.0



14.3



12.4Central


(31.3
)


(28.6
)


(28.2
)Total


100.0



100.0



100.0     (1)
    
    The results of operations have been
    translated into US dollars at the average rates of exchange for
    the year. In the case of sterling, the translation rate $1 =
    £0.65 (2009 $1 = £0.64, 2008 $1 = £0.55). In the
    case of the euro, the translation rate is $1 = 0.76 (2009
    $1 = 0.72, 2008 $1 = 0.68).(2)
    
    Central revenue primarily relates
    to Holidex (the Groups proprietary reservation system) fee
    income. Central operating profit includes central revenue less
    costs related to global functions.(3)
    
    Operating profit before exceptional
    operating items does not include exceptional operating items for
    all periods presented. Exceptional operating items (charge
    unless otherwise noted) by region were the Americas
    $8 million (2009 $301 million, 2008 $99 million);
    EMEA credit of $3 million (2009 $22 million, 2008
    $21 million); Asia Pacific $2 million (2009
    $7 million, 2008 $2 million); and Central $nil (2009
    $43 million, 2008 $10 million). 25




---



##### Table of Contents



Global
    System
    Priority Club Rewards:
  Central Reservations System Technology:
  Reservations Call Centers:
  Internet:
      Sales
    and Marketing
   26




---



##### Table of Contents



Global
    Brands
  Brands
    Overview
      At December 31, 2010Brands

Room numbers

HotelsInterContinental Hotels & Resorts


58,429



171Crowne Plaza Hotels & Resorts


106,155



388Holiday Inn Hotels &
    Resorts(1)


230,117



1,247Holiday Inn Express


191,228



2,075Staybridge Suites


20,762



188Candlewood Suites


28,253



288Hotel Indigo


4,548



38Other


7,669



42Total


647,161



4,437     (1)
    
    Includes Holiday Inn Club Vacations
    (2,892 rooms, 6 hotels)  InterContinental
    Hotels & Resorts
  Americas

EMEA

Asia PacificAverage room rate
    $(1)


158.54



232.90



174.76Room
    numbers(2)


19,120



20,111



19,198     (1)
    
    For the year ended
    December 31, 2010; quoted at constant US$ exchange rate.
    Average room rate is for comparable InterContinental hotels.(2)
    
    At December 31, 2010.     27




---



##### Table of Contents



Crowne
    Plaza Hotels & Resorts
  Americas

EMEA

Asia PacificAverage room rate
    $(1)


101.94



140.39



105.16Room
    numbers(2)


57,073



22,941



26,141     (1)
    
    For the year ended
    December 31, 2010; quoted at constant US$ exchange rate.
    Average room rate is for comparable Crowne Plaza hotels.(2)
    
    At December 31, 2010.  state-of-the-art
    The
    Holiday Inn Family of Brands
    Holiday
    Inn Hotels & Resorts
  Americas

EMEA

Asia PacificAverage room rate
    $(1)


95.12



115.51



88.57Room
    numbers(2)(3)


147,575



52,945



29,597     (1)
    
    For the year ended
    December 31, 2010; quoted at constant US$ exchange rate.
    Average room rate is for comparable Holiday Inn hotels.(2)
    
    At December 31, 2010.(3)
    
    The Americas total includes Holiday
    Inn Club Vacations (2,892 rooms).    Holiday
    Inn Express
  Americas

EMEA

Asia PacificAverage room rate
    $(1)


95.55



95.18



45.70Room
    numbers(2)


159,867



23,706



7,655     (1)
    
    For the year ended
    December 31, 2010; quoted at constant US$ exchange rate.
    Average room rate is for comparable Holiday Inn Express hotels.(2)
    
    At December 31, 2010.   28




---



##### Table of Contents



Staybridge
    Suites
  Americas

EMEAAverage room rate
    $(1)


94.16



112.18Room
    numbers(2)


20,014



748    (1)
    
    For the year ended
    December 31, 2010; quoted at constant US$ exchange rate.
    Average room rate is for comparable Staybridge Suites hotels.(2)
    
    At December 31, 2010.      Candlewood
    Suites
 AmericasAverage room rate
    $(1)


62.30Room
    numbers(2)


28,253    (1)
    
    For the year ended
    December 31, 2010; quoted at constant US$ exchange rate.
    Average room rate is for comparable Candlewood Suites hotels.(2)
    
    At December 31, 2010.      Hotel
    Indigo
  Americas

EMEA

Asia PacificAverage room rate
    $(1)


104.36



204.65



Room
    numbers(2)


4,254



110



184    (1)
    
    For the year ended
    December 31, 2010; quoted at constant US$ exchange rate.
    Average room rate is for comparable Hotel Indigo hotels.(2)
    
    At  December 31, 2010.     29




---



##### Table of Contents



Geographical
    Analysis
      Americas

EMEA

Asia Pacific(% of total)Room
    numbers(1)


68



19



13Regional operating profit (before central overheads and
    exceptional operating
    items)(2)


63



22



15     (1)
    
    At December 31, 2010.(2)
    
    For the year ended
    December 31, 2010.  Americas
    EMEA
    Asia
    Pacific
   30




---



##### Table of Contents



Franchised

Managed

Owned and leased

TotalHotels

Rooms

Hotels

Rooms

Hotels

Rooms

Hotels

RoomsAmericasInterContinental


27



7,616



26



10,015



3



1,489



56



19,120Crowne Plaza


191



50,761



18



6,312











209



57,073Holiday
    Inn(1)


787



137,691



28



8,825



3



1,059



818



147,575Holiday Inn Express


1,846



159,615



1



252











1,847



159,867Staybridge Suites


137



14,280



44



5,501



2



233



183



20,014Candlewood Suites


211



18,934



77



9,319











288



28,253Hotel Indigo


31



3,639



3



405



1



210



35



4,254Other










22



3,219











22



3,219Total


3,230



392,536



219



43,848



9



2,991



3,458



439,375EMEAInterContinental


10



2,278



51



16,540



3



1,293



64



20,111Crowne Plaza


71



15,888



27



7,053











98



22,941Holiday Inn


245



38,250



80



14,695











325



52,945Holiday Inn Express


194



23,241



3



312



1



153



198



23,706Staybridge Suites


1



183



4



565











5



748Hotel Indigo


2



110



















2



110Other










2



291











2



291Total


523



79,950



167



39,456



4



1,446



694



120,852Asia PacificInterContinental


6



1,814



44



16,889



1



495



51



19,198Crowne Plaza


3



482



78



25,659











81



26,141Holiday Inn


9



1,826



94



27,573



1



198



104



29,597Holiday Inn Express


1



138



29



7,517











30



7,655Hotel Indigo










1



184











1



184Other


11



2,574



7



1,585











18



4,159Total


30



6,834



253



79,407



2



693



285



86,934TotalInterContinental


43



11,708



121



43,444



7



3,277



171



58,429Crowne Plaza


265



67,131



123



39,024











388



106,155Holiday
    Inn(1)


1,041



177,767



202



51,093



4



1,257



1,247



230,117Holiday Inn Express


2,041



182,994



33



8,081



1



153



2,075



191,228Staybridge Suites


138



14,463



48



6,066



2



233



188



20,762Candlewood Suites


211



18,934



77



9,319











288



28,253Hotel Indigo


33



3,749



4



589



1



210



38



4,548Other


11



2,574



31



5,095











42



7,669Total


3,783



479,320



639



162,711



15



5,130



4,437



647,161     (1)
    
    Includes Holiday Inn Club Vacations
    (6 hotels, 2,892 rooms) within franchised.  Room
    Count and Pipeline
     31




---



##### Table of Contents



Americas
      EMEA
      Asia
    Pacific
   32




---



##### Table of Contents



Hotels

RoomsChange





ChangeGlobal hotel and room count at December 31,

2010

2009

over 2009

2010

2009

over 2009Analyzed by brandInterContinental


171



166



5



58,429



56,121



2,308Crowne Plaza


388



366



22



106,155



100,994



5,161Holiday
    Inn(1)


1,247



1,325



(78
)


230,117



243,460



(13,343
)Holiday Inn Express


2,075



2,069



6



191,228



188,007



3,221Staybridge Suites


188



182



6



20,762



19,885



877Candlewood Suites


288



254



34



28,253



25,283



2,970Hotel Indigo


38



33



5



4,548



4,030



518Other


42



43



(1
)


7,669



8,899



(1,230
)Total


4,437



4,438



(1
)


647,161



646,679



482Analyzed by ownership typeFranchised(1)


3,783



3,799



(16
)


479,320



483,541



(4,221
)Managed


639



622



17



162,711



157,287



5,424Owned and leased


15



17



(2
)


5,130



5,851



(721
)Total


4,437



4,438



(1
)


647,161



646,679



482     (1)
    
    Includes Holiday Inn Club Vacations
    (6 hotels, 2,892 rooms in both 2010 and 2009).  33




---



##### Table of Contents



Hotels

RoomsChange





ChangeGlobal pipeline at December 31,

2010

2009

over 2009

2010

2009

over 2009Analyzed by brandInterContinental


60



63



(3
)


19,374



20,173



(799
)Crowne Plaza


123



129



(6
)


38,994



38,555



439Holiday Inn


313



338



(25
)


57,505



59,008



(1,503
)Holiday Inn Express


494



563



(69
)


53,219



57,756



(4,537
)Staybridge Suites


101



123



(22
)


10,760



13,360



(2,600
)Candlewood Suites


120



169



(49
)


10,506



14,851



(4,345
)Hotel Indigo


62



53



9



7,627



6,660



967Other


2







2



6,874







6,874Total


1,275



1,438



(163
)


204,859



210,363



(5,504
)Analyzed by ownership typeFranchised


970



1,158



(188
)


113,940



126,386



(12,446
)Managed


305



280



25



90,919



83,977



6,942Total


1,275



1,438



(163
)


204,859



210,363



(5,504
)   Seasonality
    Competition
    RevPAR
  period-over-period
   34




---



##### Table of Contents



Franchised

Managed

Owned and leasedChange vs



Change vs



Change vs2010

2009

2010

2009

2010

2009AmericasInterContinentalOccupancy


58.5
%


3.3
%pts


68.7
%


4.7
%pts


79.4
%


0.4
%ptsAverage daily rate

$
124.05



(0.3
)%

$
170.14



2.7
%

$
223.15



8.1
%RevPAR

$
72.54



5.7
%

$
116.93



10.2
%

$
177.22



8.7
%Crowne PlazaOccupancy


58.3
%


3.3
%pts


70.7
%


3.4
%pts






Average daily rate

$
97.79



(1.5
)%

$
125.36



1.2
%






RevPAR

$
57.04



4.5
%

$
88.63



6.2
%






Holiday InnOccupancy


58.1
%


2.8
%pts


68.9
%


4.0
%pts


72.5
%


1.5
%ptsAverage daily rate

$
94.10



(0.9
)%

$
106.74



0.9
%

$
106.24



(2.1
)%RevPAR

$
54.64



4.1
%

$
73.56



7.1
%

$
76.98



(0.1
)%Holiday Inn ExpressOccupancy


61.8
%


3.0
%pts


80.3
%


5.2
%pts






Average daily rate

$
95.45



(0.7
)%

$
133.96



2.4
%






RevPAR

$
58.95



4.4
%

$
107.59



9.5
%






Staybridge SuitesOccupancy


70.4
%


6.7
%pts


75.3
%


6.9
%pts


76.7
%


8.5
%ptsAverage daily rate

$
92.17



(2.8
)%

$
98.16



(3.5
)%

$
89.10



(5.9
)%RevPAR

$
64.91



7.4
%

$
73.96



6.3
%

$
68.38



5.9
%Candlewood SuitesOccupancy


67.1
%


5.2
%pts


71.9
%


8.7
%pts






Average daily rate

$
66.92



(5.0
)%

$
57.13



(8.8
)%






RevPAR

$
44.88



3.0
%

$
41.10



3.7
%






Hotel IndigoOccupancy


59.0
%


6.7
%pts


62.7
%


3.3
%pts






Average daily rate

$
102.99



(0.7
)%

$
111.17



2.6
%






RevPAR

$
60.76



12.0
%

$
69.65



8.4
%






   35




---



##### Table of Contents



Franchised

Managed

Owned and leasedChange vs



Change vs



Change vs2010

2009

2010

2009

2010

2009EMEAInterContinentalOccupancy


57.3
%


1.0
%pts


65.8
%


4.3
%pts


76.5
%


2.9
%ptsAverage daily rate

$
283.71



0.5
%

$
210.41



(1.9
)%

$
359.89



7.1
%RevPAR

$
162.68



2.3
%

$
138.55



4.9
%

$
275.43



11.4
%Crowne PlazaOccupancy


66.9
%


4.7
%pts


75.6
%


2.7
%pts






Average daily rate

$
135.32



(0.8
)%

$
156.14



(4.7
)%






RevPAR

$
90.48



6.7
%

$
118.03



(1.2
)%






Holiday InnOccupancy


64.7
%


4.4
%pts


71.6
%


1.3
%pts






Average daily rate

$
117.37



2.2
%

$
111.30



0.9
%






RevPAR

$
75.99



9.6
%

$
79.73



2.7
%






Holiday Inn ExpressOccupancy


69.8
%


3.0
%pts


50.8
%


4.1
%pts


70.2
%


9.7
%ptsAverage daily rate

$
95.23



1.3
%

$
75.33



(9.8
)%

$
110.30



11.7
%RevPAR

$
66.43



5.9
%

$
38.26



(2.0
)%

$
77.49



29.5
%Staybridge SuitesOccupancy










74.3
%


7.7
%pts






Average daily rate









$
112.18



(3.1
)%






RevPAR









$
83.39



8.0
%






Hotel IndigoOccupancy


93.4
%


7.4
%pts














Average daily rate

$
204.65



2.2
%














RevPAR

$
191.16



11.1
%














   Franchised

Managed

Owned and leasedChange vs



Change vs



Change vs2010

2009

2010

2009

2010

2009Asia PacificInterContinentalOccupancy


69.7
%


1.2
%pts


66.9
%


6.1
%pts


71.1
%


5.9
%ptsAverage daily rate

$
181.67



9.6
%

$
165.41



1.9
%

$
358.55



5.7
%RevPAR

$
126.65



11.5
%

$
110.59



12.2
%

$
254.97



15.3
%Crowne PlazaOccupancy


59.0
%


2.5
%pts


67.7
%


6.8
%pts






Average daily rate

$
125.74



(0.5
)%

$
104.93



1.6
%






RevPAR

$
74.21



4.0
%

$
71.05



12.9
%






Holiday InnOccupancy


74.7
%


2.6
%pts


67.3
%


5.5
%pts


90.1
%


5.4
%ptsAverage daily rate

$
84.20



(1.3
)%

$
88.51



5.2
%

$
129.34



(0.5
)%RevPAR

$
62.86



2.2
%

$
59.57



14.5
%

$
116.52



5.8
%Holiday Inn ExpressOccupancy


61.3
%


(2.4
)%pts


66.2
%


9.5
%pts






Average daily rate

$
47.79



(6.4
)%

$
45.61



13.7
%






RevPAR

$
29.27



(9.9
)%

$
30.20



32.6
%






OtherOccupancy


70.3
%


4.7
%pts


77.0
%


2.4
%pts






Average daily rate

$
108.52



(6.2
)%

$
92.30



(6.5
)%






RevPAR

$
76.31



0.5
%

$
71.03



(3.5
)%






  36




---



##### Table of Contents



Regulation
   TRADEMARKS   ORGANIZATIONAL
    STRUCTURE  Principal
    operating subsidiary undertakings
    (a)
  (a)
  (a)
  (b)
  (b)
  th (b)
  (b)
  (c)
  (d)
   (a)
    
    Incorporated in Great Britain and
    registered in England and Wales.(b)
    
    Incorporated in the United States.(c)
    
    Incorporated in Hong Kong.(d)
    
    Incorporated in France. 37




---



##### Table of Contents



PROPERTY,
    PLANT AND EQUIPMENT    Net book value at December 31, 2010

Americas

EMEA

Asia Pacific

Total($ million)Land and buildings


495



523



317



1,335Fixtures, fittings and equipment


119



146



90



355614



669



407



1,690          ENVIRONMENT      
    Implementing sound environmental practices in the design,
    development and operation of its hotels;
    Encouraging the development and integration of sustainable
    technologies;
    Endeavoring to reduce its use of energy, water and re-use and
    recycle the resources consumed by its business wherever
    practical;
    Engaging its customers, colleagues, hotel owners, suppliers and
    contractors in its efforts to protect the environment;
    Providing the training and resources required to meet its
    objectives;
    Monitoring, recording and benchmarking its environmental
    performance on a regular basis;
    Making business decisions taking into account these
    commitments; and
    Communicating its policies, practices and programs to all its
    stakeholders.     38




---



##### Table of Contents




    Innovation the Group develops innovative
    concepts and technologies, and works closely with its partners
    to find creative solutions to the challenges it faces.
    Collaboration the Groups stakeholders
    play a key role in helping it identify and tackle its
    priorities. Stakeholders include guests and corporate clients,
    hotel owners and franchise holders, local communities,
    employees, shareholders, suppliers, academic institutions,
    non-government organizations, governments and industry-specific
    institutions.    
    Environment  reduce energy use in the
    Groups owned and managed estate by between 6% and 10% over
    three years
    (2010-2012)
    via the use of Green Engage; and
    Communities generate local economic
    opportunities, particularly through the IHG
    Academy, and provide support through disaster relief.      
    Green Engage Green Engage is the Groups
    innovative online sustainability management system, which
    launched in 2009 and, which defines the Groups vision of a
    sustainable hotel. Green Engage is designed to help hotels
    reduce energy costs, with hotels achieving energy savings of up
    to 25%. The system, which has recently received a LEED
    (Leadership in Energy and Environmental Design) endorsement,
    allows hotels to track, measure and report on their energy,
    water and waste, and recommends actions that will cut energy
    bills without compromising the guest experience. The Group is
    the worlds first hotel company to be awarded LEED
    endorsement for an existing hotel program, further cementing its
    place as an industry leader in sustainability.
    IHG Academy  The
    IHG Academy is a public/private
    partnership with education providers and community organizations
    that helps the Group create local economic opportunities.
    The Innovation Hotel The Groups online
    innovation hotel takes visitors on a
    tour of the model hotel of the future, pointing out practical
    solutions and technology that can make its hotels greener and
    more efficient.    ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  INTRODUCTION
  Business
    and Overview
   39




---



##### Table of Contents



Operational
    Performance
         CRITICAL
    ACCOUNTING POLICIES        Revenue
    recognition
       40




---



##### Table of Contents



Goodwill,
    intangible assets, and property, plant and
    equipment
            
    Property, plant and equipment  $6 million in
    respect of one hotel in the Americas; and
    Other financial assets  $1 million in respect of
    two equity investments in North America. 41




---



##### Table of Contents



Income
    taxes
      Loyalty
    program
    Pensions
    and other post-employment benefit plans
   OPERATING
    RESULTS  Accounting
    Principles
      42




---



##### Table of Contents



Year ended December 31,2010

2009

2008($ million)Total revenue


1,628



1,538



1,897Operating profit before exceptional operating items


444



363



549Exceptional operating items


(7
)


(373
)


(132
)Operating profit/(loss)


437



(10
)


417Net financial expenses


(62
)


(54
)


(101
)Profit/(loss) before tax


375



(64
)


316Tax


(97
)


272



(59
)Profit after tax


278



208



257Gain on disposal of assets, net of tax


2



6



5Profit for the year


280



214



262Earnings per ordinary share:Basic


97.2¢



74.7¢



91.3¢Adjusted


98.6¢



102.8¢



120.9¢   Year
    ended December 2010 compared with year ended December
    2009
        Exceptional
    operating items
        Net
    financial expenses
   43




---



##### Table of Contents



Taxation
        Earnings
    per ordinary share
    Highlights
    for the year ended December 31, 2010
    Year ended

Year endedDecember 31,

December 31,2010

2009

Change($ million)

%RevenueAmericas


807



772



4.5EMEA


414



397



4.3Asia Pacific


303



245



23.7Central


104



124



(16.1
)Total


1,628



1,538



5.9Operating profit before exceptional operating
    items(1)Americas


369



288



28.1EMEA


125



127



(1.6
)Asia Pacific


89



52



71.2Central


(139
)


(104
)


(33.7
)Total


444



363



22.3     (1)
    
    Operating profit before exceptional
    operating items does not include exceptional operating items for
    all periods presented. Exceptional operating items (charge
    unless otherwise noted) by region were Americas $8 million
    (2009 $301 million); EMEA credit of $3 million (2009
    $22 million); Asia Pacific $2 million (2009
    $7 million); and Central $nil (2009 $43 million). 44




---



##### Table of Contents



Americas
  Americas
    Results
  Year ended

Year endedDecember 31,

December 31,2010

2009

Change($ million)

%RevenueFranchised


465



437



6.4Managed


119



110



8.2Owned and leased


223



225



(0.9
)Total


807



772



4.5Operating profit before exceptional operating itemsFranchised


392



364



7.7Managed


21



(40
)


152.5Owned and leased


13



11



18.2426



335



27.2Regional overheads


(57
)


(47
)


(21.3
)Total


369



288



28.1      45




---



##### Table of Contents



EMEA
  EMEA
    Results
  Year ended

Year endedDecember 31,

December 31,2010

2009

Change($ million)

%RevenueFranchised


81



83



(2.4
)Managed


130



119



9.2Owned and leased


203



195



4.1Total


414



397



4.3Operating profit before exceptional operating itemsFranchised


59



60



(1.7
)Managed


62



65



(4.6
)Owned and leased


40



33



21.2161



158



1.9Regional overheads


(36
)


(31
)


(16.1
)Total


125



127



(1.6
)    46




---



##### Table of Contents



year-on-year
    Asia
    Pacific
  Asia
    Pacific Results
  Year ended

Year endedDecember 31,

December 31,2010

2009

Change($ million)

%RevenueFranchised


12



11



9.1Managed


155



105



47.6Owned and leased


136



129



5.4Total


303



245



23.7Operating profit before exceptional operating itemsFranchised


7



5



40.0Managed


73



44



65.9Owned and leased


35



30



16.7115



79



45.6Regional overheads


(26
)


(27
)


3.7Total


89



52



71.2        47




---



##### Table of Contents



Central
  Year ended

Year endedDecember 31,

December 31,2010

2009

Change($ million)

%Revenue


104



124



(16.1
)Gross central costs


(243
)


(228
)


(6.6
)Net central costs


(139
)


(104
)


(33.7
)     System
    Fund
  Year ended

Year endedDecember 31,

December 31,2010

2009

Change($ million)

%Assessment fees and contributions received from hotels


944



875



7.9Proceeds from sale of Priority Club Rewards points


106



133



(20.3
)1,050



1,008



4.2       Highlights
    for the year ended December 31, 2009
    Group
    results
   48




---



##### Table of Contents



Americas
                 49




---



##### Table of Contents



EMEA
              Asia
    Pacific
            Central
   50




---



##### Table of Contents



System
    Fund
   LIQUIDITY
    AND CAPITAL RESOURCES  Sources
    of Liquidity
  99-year
              Cash
    From Operating Activities
     51




---



##### Table of Contents



Cash
    From Investing Activities
    Cash
    Used in Financing Activities
        Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Total amounts

Less than





Aftercommitted

1 year

1-3 Years

3-5 years

5 years($ million)Long-term
    debt(i)(ii)


621



1



205







415Interest
    payable(ii)


166



32



56



52



26Finance lease
    obligations(iii)


3,428



16



32



32



3,348Operating lease obligations


505



50



76



56



323Agreed pension scheme
    contributions(iv)


152



41



17







94Capital contracts placed


14



14











4,886



154



386



140



4,206     (i)
    
    Repayment period classified
    according to the related facility maturity date.(ii)
    
    Including the impact of derivatives.(iii)
    
    Represents the minimum lease
    payments related to the
    99-year
    lease on the InterContinental Boston. Payments under the lease
    step up at regular intervals over the lease term.(iv)
    
    Primarily relates to the recovery
    plan agreed with trustees of the InterContinental Hotels UK
    Pension Plan (see below).     52




---



##### Table of Contents



Pension
    Plan Commitments
            ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES DIRECTORS
    AND SENIOR MANAGEMENT   53




---



##### Table of Contents



Directors
  Initially

Date of nextappointed to

reappointmentName

Title

the Board

by
    shareholders(1)James Abrahamson

Director


2010



2011Graham
    Allan(2)

Director


2010



2011Andrew Cosslett

Director and Chief Executive


2005



2011David
    Kappler(2)

Director and Senior Independent Director


2004



2011Kirk Kinsell

Director


2010



2011Ralph
    Kugler(2)

Director


2003



2011Jennifer
    Laing(2)

Director


2005



2011Jonathan
    Linen(2)

Director


2005



2011Richard Solomons

Director and Chief Financial Officer


2003



2011David Webster

Director and Chairman


2003



2011Ying
    Yeh(2)

Director


2007



2011     (1)
    
    The new UK Corporate Governance
    Code recommends that all Directors of FTSE 350 companies
    submit themselves for election or re-election (as appropriate)
    by shareholders every year. Although IHG is not obliged to
    follow this recommendation until its Annual General Meeting in
    2012, the Board has decided to submit the appointment of all its
    Directors for shareholder approval in 2011. Therefore, all
    Directors will retire and offer themselves for election or
    re-election at the next Annual General Meeting.(2)
    
    Non-executive independent director.  Officers
  Initially appointedName

Title

to positionTom Conophy

Executive Vice President and Chief Information Officer


2006Tracy Robbins

Executive Vice President, Human Resources & Group
    Operations Support


2005Tom Seddon

Executive Vice President and Chief Marketing Officer


2007George Turner

Executive Vice President, General Counsel and Company Secretary


2009     Directors
    and Officers
  David
    Webster, Non-Executive Chairman
   54




---



##### Table of Contents



Andrew
    Cosslett, Chief Executive
    James
    Abrahamson, President, The Americas
    Kirk
    Kinsell, President, EMEA
    Richard
    Solomons, Chief Financial Officer and Head of Commercial
    Development
    Graham
    Allan, Non-Executive Director
    David
    Kappler, Senior Independent Non-Executive Director
    Ralph
    Kugler, Non-Executive Director
   55




---



##### Table of Contents



Jennifer
    Laing, Non-Executive Director
    Jonathan
    Linen, Non-Executive Director
    Ying Yeh,
    Non-Executive Director
    Other
    members of the Executive Committee
  Tom
    Conophy, Executive Vice President and Chief Information
    Officer
    Tracy
    Robbins, Executive Vice President, Human Resources &
    Group Operations Support
    Tom
    Seddon, Executive Vice President and Chief Marketing
    Officer
  ® e-commerce,
  George
    Turner, Executive Vice President, General Counsel and Company
    Secretary
   56




---



##### Table of Contents



COMPENSATION      Annual
    Bonus Plan
      Long Term
    Incentive Plan
    Executive
    Share Option Plan
    Options
    and Ordinary Shares held by Directors
   57




---



##### Table of Contents



BOARD
    PRACTICES  Contracts
    of Service
  12-month
        Directors
    Contracts
  Contracteffective

Unexpired term/Directors

date

notice periodAndrew Cosslett


February 3, 2005



3 monthsJames Abrahamson


August 1, 2010



12 monthsKirk Kinsell


August 1, 2010



12 monthsRichard Solomons


April 15, 2003



12 months           Payments
    on Termination
      Committees
   58




---



##### Table of Contents



Executive
    Committee
    Audit
    Committee
      
    review the Groups public statements on internal control,
    risk management and corporate governance compliance prior to
    their consideration by the Board;
    review the Groups processes for detecting and addressing
    fraud, misconduct and control weaknesses and to consider the
    response to any such occurrence, including overseeing the
    process enabling the anonymous submission of concerns;
    review reports from management, internal audit and external
    audit concerning the effectiveness of internal control,
    financial reporting and risk management processes;
    review with management and the external auditor any financial
    statements required under UK or US legislation before
    submission to the Board;
    establish, review and maintain the role and effectiveness of the
    internal audit function, including overseeing the appointment of
    the Head of Global Internal Audit;
    assume responsibility for the appointment, compensation,
    resignation, dismissal and the overseeing of the external
    auditor, including review of the external audit, its cost and
    effectiveness;
    pre-approve non-audit work to be carried out by the external
    auditor and the fees to be paid for that work, along with the
    monitoring of the external auditors independence; and
    oversee the Groups Code of Ethics and Business Conduct and
    associated procedures for monitoring adherence.      Remuneration
    Committee
    Nomination
    Committee
   59




---



##### Table of Contents



Corporate
    Responsibility Committee
    Disclosure
    Committee
    General
    Purposes Committee
     60




---



##### Table of Contents



EMPLOYEES      Americas

EMEA

Asia Pacific

Central

Total2010


3,309



1,795



1,517



1,237



7,8582009


3,229



1,712



1,410



1,205



7,5562008


3,384



1,824



1,470



1,271



7,949            61




---



##### Table of Contents



SHARE-BASED
    COMPENSATION   SHARE
    OWNERSHIP    Ordinary shares

% of sharesof
    1329/47
    pence

outstanding(4)DirectorsJames Abrahamson


146,759



N/AGraham Allan


2,000



N/AAndrew Cosslett


622,718



0.21David Kappler


1,400



N/AKirk Kinsell


109,547
(2)


N/ARalph Kugler


1,169



N/AJennifer Laing


3,998



N/AJonathan Linen


7,343
(1)


N/ARichard Solomons


252,166



N/ADavid Webster


34,905



N/AYing Yeh


Nil



N/AOfficersTom Conophy


93,071



N/ATracy Robbins


43,108



N/ATom Seddon


54,678
(3)


N/AGeorge Turner


35,182



N/A     (1)
    
    Held as American Depositary Shares
    (ADSs).(2)
    
    637 of which are held as ADSs.(3)
    
    24,000 of which are held as ADSs.(4)
    
    Where no figure is given the
    shareholding represents less than 0.1% of shares outstanding.    page F-48.
     62




---



##### Table of Contents



ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS MAJOR
    SHAREHOLDERS    March 25, 2011

March 19, 2010

March 23, 2009Number of

Percent

Number of

Percent

Number of

PercentIdentity of person or group

shares/ADSs

of class

shares/ADSs

of class

shares/ADSs

of classEllerman Corporation Limited


N/A



N/A



29,921,742



10.39
%


29,921,742



10.48
%Southeastern Asset Management, Inc.


N/A



N/A



14,860,671



5.16
%


N/A



N/AFIL Limited (Fidelity International)


N/A



N/A



14,687,743



5.10
%


N/A



N/ACedar Rock Capital Limited


14,923,417



5.15
%


14,923,417



5.18
%


14,923,417



5.23
%JP Morgan Asset Management Holdings Inc.


14,592,363



5.03
%


N/A



N/A



N/A



N/ABlackrock, Inc.


14,505,612



5.00
%


14,434,598



5.01
%


N/A



N/ACapital Research and Management Company


14,495,664



5.00
%


N/A



N/A



N/A



N/ALegal & General Group Plc


N/A



N/A
%


11,336,113



3.94
%


11,416,590



4.00
%Lloyds Banking Group plc


N/A



N/A



13,619,563



4.73
%


13,619,563



4.77
%        RELATED
    PARTY TRANSACTIONS    ITEM 8.
    FINANCIAL
    INFORMATION CONSOLIDATED
    STATEMENTS AND OTHER FINANCIAL INFORMATION  Financial
    Statements
    Legal
    Proceedings
     63




---



##### Table of Contents



page F-13.
  Dividends
   SIGNIFICANT
    CHANGES    ITEM 9.
    THE
    OFFER AND LISTING      £ perordinary share

$ per ADSYear ended December 31,

High

Low

High

Low2006


12.65



8.07



26.27



14.402007


14.20



8.73



32.59



17.372008


8.84



4.48



17.40



6.522009


9.04



4.46



14.67



6.042010


12.66



8.87



20.04



13.84   £ perordinary share

$ per ADSYear ended December 31,

High

Low

High

Low2009First quarter


6.22



4.46



9.33



6.04Second quarter


6.90



5.59



11.19



8.20Third quarter


8.27



5.92



13.74



9.57Fourth quarter


9.04



7.64



14.67



12.262010First quarter


10.46



8.87



15.71



13.84Second quarter


12.24



10.23



18.34



14.86Third quarter


11.99



9.82



18.49



15.24Fourth quarter


12.66



10.81



20.04



17.202011 First quarter (through March 25, 2011)


14.35



12.28



23.28



19.60   64




---



##### Table of Contents



£ perordinary share

$ per ADSMonth ended

High

Low

High

LowSeptember 2010


11.50



10.43



18.17



16.16October 2010


12.25



11.27



19.35



17.89November 2010


12.22



10.81



20.04



17.20December 2010


12.66



11.55



19.73



18.29January 2011


13.53



12.43



21.86



19.73February 2011


14.35



13.03



23.28



21.35March 2011 (through to March 25, 2011)


13.39



12.28



22.03



19.60    PLAN OF
    DISTRIBUTION   SELLING
    SHAREHOLDERS   DILUTION   EXPENSES
    OF THE ISSUE    ITEM 10.
    ADDITIONAL
    INFORMATION ARTICLES OF
    ASSOCIATION          Principal
    Objects
    Directors
   65




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##### Table of Contents



Rights
    Attaching to Shares
        Voting
    Rights
  29 47
  
    the chairman of the meeting;
    at least five shareholders present in person or by proxy and
    entitled to vote at the meeting;
    any shareholder or shareholders representing in the aggregate
    not less than one-tenth of the total voting rights of all
    shareholders entitled to vote at the meeting; or
    any shareholder or shareholders holding shares conferring a
    right to vote at the meeting on which there have been
    paid-up sums
    in the aggregate equal to not less than one-tenth of the total
    sum paid up on all the shares conferring that right.     66




---



##### Table of Contents




    an ordinary resolution, which includes resolutions for the
    election of directors, the approval of financial statements, the
    cumulative annual payment of dividends, the appointment of
    auditors, the increase of authorized share capital or the grant
    of authority to allot shares; and
    a special resolution, which includes resolutions amending the
    Companys articles of association, disapplying statutory
    pre-emption rights, modifying the rights of any class of the
    Companys shares at a meeting of the holders of such class
    or relating to certain matters concerning the Companys
    winding up or changing the Companys name.          Variation
    of Rights
    Rights
    in a
    Winding-up
    
    after the payment of all creditors including certain
    preferential creditors, whether statutorily preferred creditors
    or normal creditors; and
    subject to any special rights attaching to any class of shares;  paid-up
 67




---



##### Table of Contents



Limitations
    on Voting and Shareholding
   MATERIAL
    CONTRACTS    £750,000,000
    Euro Medium Term Note Program
    and/or and/or
           68




---



##### Table of Contents



Syndicated
    Facility
        Disposal
    to Hospitality Properties Trust (HPT)
        UK
    Hotels Disposal
   69




---



##### Table of Contents



Australasian
    Hotels Disposals
      Britvic
    Underwriting Agreement
    Disposal
    to Westbridge
          Disposal
    to Morgan Stanley Real Estate Funds
   70




---



##### Table of Contents



EXCHANGE
    CONTROLS       TAXATION    
    certain financial institutions;
    insurance companies;
    dealers and traders in securities or foreign currencies;
    persons holding ordinary shares or ADSs as part of a hedge,
    straddle, conversion transaction, integrated transaction or
    similar transaction;
    persons whose functional currency for US federal income tax
    purposes is not the US dollar;
    partnerships or other entities classified as partnerships for US
    federal income tax purposes;
    persons liable for the alternative minimum tax;
    tax-exempt organizations;
    persons who acquired our ADSs or ordinary shares pursuant to the
    exercise of any employee stock option or otherwise as
    compensation;
    holders that, directly or indirectly, hold 10% or more of the
    Companys voting stock.     71




---



##### Table of Contents



Investors should consult their own tax advisors regarding the
    US federal, state and local, the UK and other tax consequences
    of owning and disposing of shares and ADSs in their particular
    circumstances.
  Taxation
    of Dividends
  United
    Kingdom Taxation
      United
    States Federal Income Taxation
       72




---



##### Table of Contents



Taxation
    of Capital Gains
  United
    Kingdom Taxation
      United
    States Federal Income Taxation
    PFIC
    Rules
  market-to-market
 73




---



##### Table of Contents



Additional
    Tax Considerations
  United
    States Backup Withholding and Information Reporting
    United
    Kingdom Inheritance Tax
      United
    Kingdom Stamp Duty and Stamp Duty Reserve Tax
    (SDRT)
           74




---



##### Table of Contents



DOCUMENTS
    ON DISPLAY  Form 20-F 1-800-SEC-0330
  ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Exchange
    and Interest Rate Risk, and Financial Instruments
    Treasury
    Risk Management
    Credit
    Risk
            Interest
    Rate Risk
        75




---



##### Table of Contents



Currency
    Risk
       76




---



##### Table of Contents



Interest
    Rate Sensitivity
    At
    December 31, 2010
  Expected to mature before December 31,2011

2012

2013

2014

Thereafter

Total

Fair
    value(i)($ million, except percentages)Long-term debt:Fixed rate public bonds (sterling)


















385



385



404Fixed rate payable


















6.0
%


6.0
%Fixed rate lease debt (US dollar)


















206



206



217Fixed rate payable


















9.7
%


9.7
%Variable rate bank debt (various currencies)


1



5



197











203



203Average interest rate payable


0.9
%


5.3
%


1.2
%










1.3
%   (local currency million, except percentages)Interest rate swaps:Principal (US dollar)






100















100



(2
)Fixed rate payable






2.0
%














2.0
%Variable rate receivable






0.3
%














0.3
%Principal (euro)


75



















75



(2
)Fixed rate payable


5.3
%


















5.3
%Variable rate receivable


1.0
%


















1.0
%   (local currency million, except percentages)Currency swaps:Principal receivable (sterling)


















250



250



(38
)Fixed rate receivable


















6.0
%


6.0
%Principal payable (US dollar)


















415



415Fixed rate payable


















6.2
%


6.2
%     (i)
    
    Represents the net present value of
    the expected cash flows discounted at current market rates of
    interest, except for the public bonds which are shown at market
    value. 77




---



##### Table of Contents



ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES  Fees
    and Charges Payable to a Depositary
  Category (as defined by SEC)

Depositary actions

Associated fee(a) Depositing or substituting the underlying shares

Each person to whom ADRs are issued against deposits of Shares,
    including deposits and issuances in respect of:

$5 for each 100 ADSs (or portion thereof)   share distributions, stock split,
    rights, merger   Exchange of securities or any other
    transactions or event or other distribution affecting the ADSs
    or the Deposited Securities(b) Receiving or distributing dividends

   Distribution of stock dividends

$5 for each 100 ADSs (or portion thereof)   Distribution of cash

$0.02 or less per ADS (or portion thereof)(c) Selling or exercising rights

Distribution or sale of securities, the fee being in an amount
    equal to the fee for the execution and delivery of ADSs which
    would have been charged as a result of the deposit of such
    securities

$5.00 for each 100 ADSs (or portion thereof)(d) Withdrawing an underlying security

Acceptance of ADRs surrendered for withdrawal of deposited
    securities

$5.00 for each 100 ADSs (or portion thereof)(e) Transferring, splitting or grouping receipts

Transfers, combining or grouping of depositary receipts

$1.50 per ADS(f) General depositary services, particularly those charged on
    an annual basis

   Other services performed by the
    depositary in administering the ADRs

$0.02 per ADS (or portion thereof)* not more than once each
    calendar year and payable at the sole discretion of the
    depositary by billing Holders or by deducting such charge from
    one or more cash dividends or other cash distributions(g) Expenses of the depositary

Expenses incurred on behalf of Holders in connection with:
       Compliance with foreign exchange control
    regulations or any law or regulation relating to foreign
    investment

Expenses payable at the sole discretion of the depositary by
    billing Holders or by deducting charges from one or more cash
    dividends or other cash distributions $20 per transaction   The depositarys or its
    custodians compliance with applicable law, rule or
    regulation   Stock transfer or other taxes and other
    governmental charges   Cable, telex, facsimile
    transmission/delivery   transfer or registration fees in
    connection with the deposit and withdrawal of Deposited
    Securities   Expenses of the depositary in connection
    with the conversion of foreign currency into US dollars
    (which are paid out of such foreign currency)   Any other charge payable by depositary
    or its agents     *
    
    These fees are not currently being
    charged by the depositary. 78




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##### Table of Contents



Fees
    and Charges Payable by a Depositary
  Direct
    Payments
  10005-1401,
  Indirect
    Payments
   79




---



##### Table of Contents



PART II  ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES    ITEM 14.
    MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS    ITEM 15.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rules 13a-15(c) 15d-15(e)).
  Managements
    Report on Internal Control Over Financial
    Reporting
  Rule 13a-15(f) 15d-15(f)
  page F-1
  page F-2
  Changes
    in Internal Control Over Financial Reporting
  Form 20-F
  ITEM 16.
    [RESERVED]  ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT    ITEM 16B.
    CODE
    OF ETHICS   80




---



##### Table of Contents



ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    Year ended December 31,2010

2009($ million)Audit fees


3.8



4.2Audit related fees


2.0



1.8Tax fees


2.1



1.7Total


7.9



7.7         ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES    ITEM 16E.
    PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS  (d) Maximum(c) Total number

number (orof shares (or

approximate dollar(b) Average

units) purchased

value) of shares (or(a) Total number

price paid

as part of publicly

units) that may yet beof shares (or

per share

announced plans

purchased under thePeriod of fiscal year

units) purchased

(or unit)

or programs

plans or programsMonth 1 (no purchases in this month)


866,100



£9.24



0



28,557,390Month 2 (no purchases in this month)


500,000



£8.98



0



28,557,390Month 3 (no purchases in this month)


215,900



£9.71



0



28,557,390Month 4 (no purchases in this month)


0



0.00



0



28,557,390Month 5 (no purchases in this month)


0



0.00



0



28,557,390Month 6 (no purchases in this month)


0



0.00



0



28,777,533
*Month 7 (no purchases in this month)


0



0.00



0



28,777,533Month 8 (no purchases in this month)


0



0.00



0



28,777,533Month 9 (no purchases in this month)


0



0.00



0



28,777,533Month 10 (no purchases in this month)


27,000



£11.53



0



28,777,533Month 11 (no purchases in this month)


0



0.00



0



28,777,533Month 12 (no purchases in this month)


1,500,000



£12.32



0



28,777,533     *
    
    Reflects the resolution passed at
    the Companys Annual General Meeting held on May 28,
    2010.   81




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##### Table of Contents



ITEM 16F.
    CHANGE
    IN REGISTRANTS CERTIFYING ACCOUNTANT    ITEM 16G.
    SUMMARY
    OF SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES FROM NYSE
    LISTING STANDARDS      Basis of
    regulation
    Independent
    Directors
    Chairman
    and Chief Executive
    Committees
   82




---



##### Table of Contents



Non-Executive
    Director Meetings
    Shareholder
    approval of Equity Compensation Plans
    Code of
    Ethics
    Compliance
    Certification
   PART III  ITEM 17.
    FINANCIAL
    STATEMENTS   83




---



##### Table of Contents



ITEM 18.
    FINANCIAL
    STATEMENTS     
 PageManagements Report on Internal Control over
    Financial Reporting


F-1Report of Independent Registered Public
    Accounting Firm on Internal Control over Financial Reporting


F-2Report and Consent of Independent Registered
    Public Accounting Firm


F-3Financial StatementsConsolidated income statement for the years ended
    December 31, 2010, 2009 and 2008


F-5Consolidated statement of comprehensive income
    for the years ended December 31, 2010, 2009 and 2008


F-6Consolidated statement of changes in equity for
    the years ended December 31, 2010, 2009 and 2008


F-7Consolidated statement of financial position for
    the years ended December 31, 2010 and 2009


F-11Consolidated statement of cash flows for the
    years ended December 31, 2010, 2009 and 2008


F-12Notes to the Consolidated Financial Statements


F-13Schedule for the years ended December 31, 2010, 2009 and
    2008Schedule II  Valuation and
    Qualifying Accounts


S-1   ITEM 19.
    EXHIBITS    Exhibit 1

Articles of Association of IHGExhibit 4(a)(i)

Trust Deed dated November 27, 2009 relating to a £750
    million Euro Medium Term Note Program, among InterContinental
    Hotels Group PLC, Six Continents Limited, InterContinental
    Hotels Limited and HSBC Corporate Trustee Company
    (UK) Limited incorporated by reference to
    Exhibit 4(a)(i) of the InterContinental Hotels Group PLC
    Annual Report on
    Form 20-F
    (file
    No. 1-10409)
    dated April 1, 2010).Exhibit 4(a)(ii)

$2,100 million Facility Agreement dated May 2, 2008 among Bank
    of America N.A., Bank of Tokyo-Mitsubishi UFJ Ltd., Barclays
    Capital, HSBC Bank plc, Lloyds TSB Bank plc, The Royal Bank of
    Scotland plc, Société Générale Corporate
    & Investment Banking and West LB AG (incorporated by
    reference to Exhibit 4(a)(i) of the InterContinental Hotels
    Group PLC Annual Report on Form 20-F (File No. 1-10409) dated
    April 7, 2009)Exhibit 4(b)(i)

Sale and Purchase Agreement dated March 10, 2006 among BHR
    Luxembourg S.à.r.l., Others, Cooperatie Westbridge Europe
    I.U.A., Others and Westbridge Hospitality Fund L.P. relating to
    a portfolio of certain companies and businesses in continental
    Europe (incorporated by reference to Exhibit 4(b)(viii) of the
    InterContinental Hotels Group PLC Annual Report on Form 20-F
    (File No. 1-10409) dated March 31, 2006)Exhibit 4(b)(ii)

Sale and Purchase Agreement dated July 13, 2006 between BHR
    Holdings BV and MSREF VI Danube BV relating to the sale of
    certain companies and businesses in continental Europe and Side
    Letter dated September 5, 2006 (incorporated by reference to
    Exhibit 4(b)(ix) of the InterContinental Hotels Group PLC Annual
    Report on Form 20-F (File No. 1-10409) dated March 30, 2007)Exhibit 4(c)(i)

James Abrahamsons service contract dated January 5,
    2009, as amended by a letter dated July 5, 2010.Exhibit 4(c)(ii)

Kirk Kinsells service contract commencing on
    August 1, 2010, as amended by a letter dated July 5,
    2010.Exhibit 4(c)(iii)

Richard Solomons service contract dated March 16, 2011,
    commencing on July 1, 2011. 84




---



##### Table of Contents



Exhibit 4(c)(iv)

Richard Solomons service contract dated February 12, 2003
    (incorporated by reference to Exhibit 4(c)(iv) of
    InterContinental Hotels Group PLC Annual Report on Form 20-F
    (File No. 1-10409) dated April 8, 2004)Exhibit 4(c)(v)

Richard Solomons letter of appointment dated April 2005,
    effective from June 27, 2005 on completion of the Scheme of
    Arrangement and the introduction of the new parent company to
    the Group (incorporated by reference to Exhibit 4(c)(vi) of the
    InterContinental Hotels Group PLC Annual Report on Form 20-F
    (File No. 1-10409) dated March 31, 2006)Exhibit 4(c)(vi)

Andrew Cossletts service contract dated December 13, 2004
    (incorporated by reference to Exhibit 4(c)(v) of
    InterContinental Hotels Group PLC Annual Report on Form 20-F
    (File No. 1-10409) dated May 3, 2005)Exhibit 4(c)(vii)

Andrew Cossletts letter of appointment dated April 2005,
    effective from June 27, 2005 on completion of the Scheme of
    Arrangement and the introduction of the new parent company to
    the Group (incorporated by reference to Exhibit 4(c)(viii) of
    the InterContinental Hotels Group PLC Annual Report on Form 20-F
    (File No. 1-10409) dated March 31, 2006)Exhibit 8

List of SubsidiariesExhibit 12(a)

Certification of Andrew Cosslett filed pursuant to 17 CFR
    240.13a-14(a)Exhibit 12(b)

Certification of Richard Solomons filed pursuant to 17 CFR
    240.13a-14(a)Exhibit 13(a)

Certification of Andrew Cosslett and Richard Solomons furnished
    pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.1350Exhibit 15(a)

Consent of Ernst & Young LLP (included on page F-4)  85




---



##### Table of Contents



MANAGEMENTS
    REPORT ON
    INTERNAL CONTROL OVER FINANCIAL REPORTING   Rule 13a-15(f) 15d-15(f)
           F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON INTERNAL CONTROL OVER FINANCIAL REPORTING    Form 20-F.
          Financial
    Statements
       F-2




---



##### Table of Contents



INTERCONTINENTAL
    HOTELS GROUP PLC
  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               F-3




---



##### Table of Contents



CONSENT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  (Form F-3 No. 333-108084 Form S-8 333-01572, 333-08336, 333-99785, 333-104691 333-126139) (Form 20-F)
     F-4




---



##### Table of Contents



INTERCONTINENTAL
    HOTELS GROUP PLC
  CONSOLIDATED
    INCOME STATEMENT
  Year ended December 31,

Year ended December 31,

Year ended December 31,2010

2009

2008Before

Exceptional



Before

Exceptional



Before

Exceptionalexceptional

items



exceptional

items



exceptional

itemsitems

(Note 5)

Total

items

(Note 5)

Total

items

(Note 5)

Total($ million)Revenue (Note 2)


1,628







1,628



1,538







1,538



1,897







1,897Cost of sales


(753
)






(753
)


(769
)


(91
)


(860
)


(852
)






(852
)Administrative expenses


(331
)


(35
)


(366
)


(303
)


(83
)


(386
)


(400
)


(59
)


(459
)Other operating income and expenses


8



35



43



6



(2
)


4



14



25



39552







552



472



(176
)


296



659



(34
)


625Depreciation and amortization (Note 2)


(108
)






(108
)


(109
)






(109
)


(110
)


(2
)


(112
)Impairment (Note 2)






(7
)


(7
)






(197
)


(197
)






(96
)


(96
)Operating profit/(loss) (Note 2)


444



(7
)


437



363



(373
)


(10
)


549



(132
)


417Financial income (Note 6)


2







2



3







3



12







12Financial expenses (Note 6)


(64
)






(64
)


(57
)






(57
)


(113
)






(113
)Profit/(loss) before tax


382



(7
)


375



309



(373
)


(64
)


448



(132
)


316Tax (Note 7)


(98
)


1



(97
)


(15
)


287



272



(101
)


42



(59
)Profit for the year from continuing operations


284



(6
)


278



294



(86
)


208



347



(90
)


257Profit for the year from discontinued operations (Note 11)






2



2







6



6







5



5Profit for the year


284



(4
)


280



294



(80
)


214



347



(85
)


262Attributable to:Equity holders of the parent


284



(4
)


280



293



(80
)


213



347



(85
)


262Non-controlling interest














1







1











284



(4
)


280



294



(80
)


214



347



(85
)


262Earnings per ordinary share (Note 9)Continuing operations:Basic










96.5¢











72.6¢











89.5¢Diluted










93.9¢











70.2¢











86.8¢Total operations:Basic










97.2¢











74.7¢











91.3¢Diluted










94.6¢











72.2¢











88.5¢    F-5




---



##### Table of Contents



INTERCONTINENTAL
    HOTELS GROUP PLC
  CONSOLIDATED STATEMENT OF COMPREHENSIVE
    INCOME
  Year ended

Year ended

Year endedDecember 31,

December 31,

December 31,2010

2009

2008($ million)Profit for the year


280



214



262Other comprehensive incomeAvailable-for-sale
    financial assets:Gains/(losses) on valuation


17



11



(4
)Losses/(gains) reclassified to income on impairment/disposal


1



4



(17
)Cash flow hedges:Losses arising during the year


(4
)


(7
)


(14
)Reclassified to financial expenses


6



11



2Defined benefit pension plans:Actuarial losses, net of related tax credit of $7m (2009 $1m,
    2008 $13m)


(38
)


(57
)


(23
)Change in asset restriction on plans in surplus and liability in
    respect of funding commitments, net of related tax credit of
    $10m (2009 $nil, 2008 $nil)


(38
)


21



(14
)Exchange differences on retranslation of foreign operations,
    including related tax credit of $1m (2009 $4m, 2008 $1m)


(4
)


43



(56
)Tax related to pension contributions


7







8Other comprehensive (loss)/income for the year


(53
)


26



(118
)Total comprehensive income for the year attributable to
    equity holders of the parent


227



240



144    F-6




---



##### Table of Contents



INTERCONTINENTAL
    HOTELS GROUP PLC
  CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
  Retained earnings and other reservesSharesShare Capital





held by



UnrealizedNumber





Capital

employee



gains and

Currency



IHG

Non-of

Nominal

Share

redemption

share

Other

losses

translation

Retained

shareholders

controlling

Totalshares(i)

value(i)

premium(ii)

reserve(ii)

trusts(iii)

reserves(iv)

reserve(v)

reserve(vi)

earnings

equity

interest

equity($ million, number of shares  millions)At January 1, 2010


287



63



79



11



(4
)


(2,900
)


29



215



2,656



149



7



156Profit for the year


































280



280







280Other comprehensive income:Gains on valuation of
    available-for-sale
    financial assets


























17











17







17Losses reclassified to income on impairment of
    available-for-sale
    financial assets


























1











1







1Losses on cash flow hedges


























(4
)










(4
)






(4
)Amounts reclassified to financial expenses on cash flow hedges


























6











6







6Actuarial losses on defined benefit pension plans


































(38
)


(38
)






(38
)Change in asset restriction on pension plans in surplus and
    liability in respect of funding commitments


































(38
)


(38
)






(38
)Exchange differences on retranslation of foreign operations






























(4
)






(4
)






(4
)Tax related to pension contributions


































7



7







7Total other comprehensive income


























20



(4
)


(69
)


(53
)






(53
)Total comprehensive income for the year


























20



(4
)


211



227







227Issue of ordinary shares


2



1



18



























19







19Purchase of own shares by employee share trusts


















(53
)


















(53
)






(53
)Release of own shares by employee share trusts


















21















(26
)


(5
)






(5
)Equity-settled share-based cost


































33



33







33Tax related to share schemes


































22



22







22Equity dividends paid


































(121
)


(121
)






(121
)Exchange






(3
)


(3
)


(1
)


1



6























At December 31, 2010


289



61



94



10



(35
)


(2,894
)


49



211



2,775



271



7



278     All items are shown net of tax.
   F-7




---



##### Table of Contents



INTERCONTINENTAL
    HOTELS GROUP PLC
  CONSOLIDATED
    STATEMENT OF CHANGES IN
    EQUITY  (Continued)
  Retained earnings and other reservesSharesShare Capital





held by



UnrealizedNumber





Capital

employee



gains and

Currency



IHG

Non-of

Nominal

Share

redemption

share

Other

losses

translation

Retained

shareholders

controlling

Totalshares(i)

value(i)

premium(ii)

reserve(ii)

trusts(iii)

reserves(iv)

reserve(v)

reserve(vi)

earnings

equity

interest

equity($ million, number of shares  millions)At January 1, 2009


286



57



61



10



(49
)


(2,890
)


9



172



2,624



(6
)


7



1Profit for the year


































213



213



1



214Other comprehensive income:Gains on valuation of
    available-for-sale
    financial assets


























11











11







11Losses reclassified to income on impairment of
    available-for-sale
    financial assets


























4











4







4Losses on cash flow hedges


























(7
)










(7
)






(7
)Amounts reclassified to financial expenses on cash flow hedges


























11











11







11Actuarial losses on defined benefit pension plans


































(57
)


(57
)






(57
)Change in asset restriction on pension plans in surplus


































21



21







21Exchange differences on retranslation of foreign operations


























1



43







44



(1
)


43Total other comprehensive income


























20



43



(36
)


27



(1
)


26Total comprehensive income for the year


























20



43



177



240







240Issue of ordinary shares


1







11



























11







11Purchase of own shares by employee share trusts


















(6
)


















(6
)






(6
)Release of own shares by employee share trusts


















55















(61
)


(6
)






(6
)Equity-settled share-based cost


































24



24







24Tax related to share schemes


































10



10







10Equity dividends paid


































(118
)


(118
)






(118
)Exchange






6



7



1



(4
)


(10
)






















At December 31, 2009


287



63



79



11



(4
)


(2,900
)


29



215



2,656



149



7



156     All items are shown net of tax.
 F-8




---



##### Table of Contents



INTERCONTINENTAL
    HOTELS GROUP PLC
  CONSOLIDATED
    STATEMENT OF CHANGES IN
    EQUITY  (Continued)
  Retained earnings and other reservesSharesShare Capital





held by



UnrealizedNumber





Capital

employee



gains and

Currency



IHG

Non-of

Nominal

Share

redemption

share

Other

losses

translation

Retained

shareholders

controlling

Totalshares(i)

value(i)

premium(ii)

reserve(ii)

trusts(iii)

reserves(iv)

reserve(v)

reserve(vi)

earnings

equity

interest

equity($ million, number of shares  millions)At January 1, 2008


295



81



82



10



(83
)


(2,918
)


38



233



2,649



92



6



98Profit for the year


































262



262







262Other comprehensive income:Losses on valuation of
    available-for-sale
    financial assets


























(4
)










(4
)






(4
)Gains reclassified to income on disposal of
    available-for-sale
    financial assets


























(17
)










(17
)






(17
)Losses on cash flow hedges


























(14
)










(14
)






(14
)Amounts reclassified to financial expenses on cash flow hedges


























2











2







2Actuarial losses on defined benefit pension plans


































(23
)


(23
)






(23
)Change in asset restriction on pension plans in surplus


































(14
)


(14
)






(14
)Exchange differences on retranslation of foreign operations


























4



(61
)


1



(56
)






(56
)Tax related to pension contributions


































8



8







8Total other comprehensive income


























(29
)


(61
)


(28
)


(118
)






(118
)Total comprehensive income for the year


























(29
)


(61
)


234



144







144Issue of ordinary shares










2



























2







2Repurchase of shares


(9
)


(3
)


























(136
)


(139
)






(139
)Transfer to capital redemption reserve














3



















(3
)










Purchase of own shares by employee share trusts


















(24
)


















(24
)






(24
)Release of own shares by employee share trusts


















39















(53
)


(14
)






(14
)Equity-settled share-based cost


































49



49







49Tax related to share schemes


































2



2







2Equity dividends paid


































(118
)


(118
)






(118
)Exchange and other adjustments






(21
)


(23
)


(3
)


19



28



















1



1At December 31, 2008


286



57



61



10



(49
)


(2,890
)


9



172



2,624



(6
)


7



1     All items are shown net of tax.
  At December 31, 2007 the
    authorized share capital was £160,050,000 comprising
    1,175,000,000 ordinary shares of 13
    29/47
    pence each and one redeemable preference share of £50,000.
 F-9




---



##### Table of Contents



(i)
    
    The Company was incorporated and
    registered in England and Wales with registered number 5134420
    on May 21, 2004 as a limited company under the Companies
    Act 1985 with the name Hackremco (No. 2154) Limited.
    On March 24, 2005 Hackremco (No. 2154) Limited
    changed its name to New InterContinental Hotels Group Limited.
    On April 27, 2005 New InterContinental Hotels Group Limited
    re-registered
    as a public limited company and changed its name to New
    InterContinental Hotels Group PLC. On June 27, 2005
    New InterContinental Hotels Group PLC changed its name to
    InterContinental Hotels Group PLC.On June 1, 2006, shareholders
    approved a share capital consolidation on the basis of seven new
    ordinary shares for every eight existing ordinary shares. This
    provided for all the authorized ordinary shares of 10 pence each
    (whether issued or unissued) to be consolidated into new
    ordinary shares of
    113/7
    pence each. The share capital consolidation became effective on
    June 12, 2006.On June 1, 2007, shareholders
    approved a share capital consolidation on the basis of 47 new
    ordinary shares for every 56 existing ordinary shares. This
    provided for all the authorized ordinary shares of
    113/7
    pence each (whether issued or unissued) to be consolidated into
    new ordinary shares of
    1329/47
    pence each. The share capital consolidation became effective on
    June 4, 2007.At September 30, 2009, the
    authorized share capital was £160,050,000, comprising
    1,175,000,000 ordinary shares of
    1329/47
    pence each and one redeemable preference share of £50,000.
    As a result of the resolution passed at the Annual General
    Meeting on May 29, 2009 amending the articles of
    association in line with the Companies Act 2006, from
    October 1, 2009 the Company no longer has an authorized
    share capital.During 2004 and 2005, the Company
    undertook to return funds of up to £750 million to
    shareholders by way of three consecutive £250 million
    share repurchase programs, the third of which was completed in
    the first half of 2007. In June 2007, a further
    £150 million share repurchase program commenced.During 2008, 9,219,325 (2007
    7,724,844) ordinary shares were repurchased and canceled under
    the authorities granted by shareholders at the Extraordinary
    General Meeting held on June 1, 2007 and at the Annual
    General Meeting held on May 30, 2008. The Company deferred
    its £150 million share repurchase program in November
    2008 in order to preserve cash and maintain the strength of the
    Groups financial position. No shares were repurchased in
    2010 or 2009.The authority given to the Company
    at the Annual General Meeting on May 28, 2010 to purchase
    its own shares was still valid at December 31, 2010. A
    resolution to renew the authority will be put to shareholders at
    the Annual General Meeting on May 27, 2011.(ii)
    
    The share premium reserve and
    capital redemption reserve are not distributable. The share
    premium reserve has a balance of $94 million (2009
    $79 million, 2008 $61 million) representing the amount
    of proceeds received for shares in excess of their nominal
    value. The capital redemption reserve maintains the nominal
    value of the equity share capital of the Company when shares are
    repurchased or canceled.(iii)
    
    The shares held by employee share
    trusts comprises $34.6 million (2009 $3.8 million,
    2008 $49.2 million) in respect of 1.9 million (2009
    0.3 million, 2008 3.0 million) InterContinental Hotels
    Group PLC ordinary shares held by employee share trusts, with a
    market value at December 31, 2010 of $37 million (2009
    $4 million, 2008 $25 million).(iv)
    
    Other reserves comprises the merger
    and revaluation reserves previously recognized under UK GAAP,
    together with the reserve arising as a consequence of the
    Groups capital reorganization in June 2005. Following the
    change in presentational currency to the US dollar in 2008, this
    reserve also includes exchange differences arising on the
    retranslation to period-end exchange rates of equity share
    capital, the capital redemption reserve and shares held by
    employee share trusts.(v)
    
    The unrealized gains and losses
    reserve records movements to fair value of
    available-for-sale
    financial assets and the effective portion of the cumulative net
    change in the fair value of the cash flow hedging instruments
    related to hedged transactions that have not yet occurred.The fair value of cash flow hedging
    instruments outstanding at December 31, 2010 was a
    $4 million liability (2009 $7 million, 2008
    $10 million).(vi)
    
    The currency translation reserve
    records the movement in exchange differences arising from the
    translation of the financial statements of foreign operations
    and exchange differences on foreign currency borrowings and
    derivative instruments that provide a hedge against net
    investments in foreign operations. On adoption of IFRS,
    cumulative exchange differences were deemed to be $nil as
    permitted by IFRS 1.The fair value of derivative
    instruments designated as hedges of net investments in foreign
    operations outstanding at December 31, 2010 was a
    $40 million liability (2009 $13 million, 2008 $nil).   F-10




---



##### Table of Contents



INTERCONTINENTAL
    HOTELS GROUP PLC
  CONSOLIDATED STATEMENT OF FINANCIAL
    POSITION
  At

AtDecember 31,

December 31,2010

2009($ million)ASSETSProperty, plant and equipment  (Note 10)


1,690



1,836Goodwill  (Note 12)


92



82Intangible assets  (Note 13)


266



274Investment in associates  (Note 14)


43



45Retirement benefit assets  (Note 3)


5



12Other financial assets  (Note 15)


135



130Deferred tax assets  (Note 25)


88



95Total non-current assets


2,319



2,474Inventories  (Note 16)


4



4Trade and other receivables  (Note 17)


371



335Current tax receivable


13



35Cash and cash equivalents  (Note 18)


78



40Other financial assets  (Note 15)






5Total current assets


466



419Total assets (Note 2)


2,785



2,893LIABILITIESLoans and other borrowings  (Note 22)


(18)



(106)Derivative financial instruments  (Note 23)


(6)



(7)Trade and other payables  (Note 19)


(722)



(668)Provisions  (Note 20)


(30)



(65)Current tax payable


(167)



(194)Total current liabilities


(943)



(1,040)Loans and other borrowings  (Note 22)


(776)



(1,016)Derivative financial instruments  (Note 23)


(38)



(13)Retirement benefit obligations  (Note 3)


(200)



(142)Trade and other payables  (Note 19)


(464)



(408)Provisions (Note 20)


(2)



Deferred tax liabilities  (Note 25)


(84)



(118)Total non-current liabilities


(1,564)



(1,697)Total liabilities (Note 2)


(2,507)



(2,737)Net assets


278



156EQUITYEquity share capital


155



142Capital redemption reserve


10



11Shares held by employee share trusts


(35)



(4)Other reserves


(2,894)



(2,900)Unrealized gains and losses reserve


49



29Currency translation reserve


211



215Retained earnings


2,775



2,656IHG shareholders equity


271



149Non-controlling interest


7



7Total equity


278



156    F-11




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##### Table of Contents



INTERCONTINENTAL
    HOTELS GROUP PLC
  CONSOLIDATED STATEMENT OF CASH FLOWS
   Year ended

Year ended

Year endedDecember 31,

December 31,

December 31,2010

2009

2008($ million)Profit for the year


280



214



262Adjustments for:Net financial expenses


62



54



101Income tax charge/(credit)


97



(272
)


59Depreciation and amortization


108



109



112Impairment


7



197



96Other exceptional operating items






176



34Gain on disposal of assets, net of tax


(2
)


(6
)


(5
)Equity-settled share-based cost, net of payments


26



14



31Other items


1



1



3Operating cash flow before movements in working capital


579



487



693(Increase)/decrease in trade and other receivables


(35
)


58



42Net change in loyalty program liability and System Fund surplus


10



42



55Increase/(decrease) in other trade and other payables


131



(41
)


26Utilization of provisions


(54
)






Retirement benefit contributions, net of cost


(27
)


(2
)


(27
)Cash flows relating to exceptional operating items


(21
)


(60
)


(49
)Cash flow from operations


583



484



740Interest paid


(59
)


(53
)


(112
)Interest received


2



2



12Tax (paid)/received on operating activities


(64
)


(1
)


1Net cash from operating activities


462



432



641Cash flow from investing activitiesPurchases of property, plant and equipment


(62
)


(100
)


(53
)Purchases of intangible assets


(29
)


(33
)


(49
)Investment in associates and other financial assets


(4
)


(15
)


(6
)Disposal of assets, net of costs and cash disposed of


107



20



25Proceeds from associates and other financial assets


28



15



61Tax paid on disposals


(4
)


(1
)


(3
)Net cash from investing activities


36



(114
)


(25
)Cash flow from financing activitiesProceeds from the issue of share capital


19



11



2Purchase of own shares










(139
)Purchase of own shares by employee share trusts


(53
)


(8
)


(22
)Proceeds on release of own shares by employee share trusts






2



2Dividends paid to shareholders


(121
)


(118
)


(118
)Issue of £250m 6% bonds






411



Decrease in other borrowings


(292
)


(660
)


(316
)Net cash from financing activities


(447
)


(362
)


(591
)Net movement in cash and cash equivalents in the year


51



(44
)


25Cash and cash equivalents at beginning of the year


40



82



105Exchange rate effects


(13
)


2



(48
)Cash and cash equivalents at end of the year


78



40



82    F-12




---



##### Table of Contents



Note 1 
    Accounting
    policies  General
    information
        Consolidated FinancialStatements authorized onFebruary 14, 2011

April 11, 2011Profit before tax ($ million)


397



375Profit for the year ($ million)


293



280Net assets ($ million)


291



278Basic earnings per share (cents)


101.7



97.2Diluted earnings per share (cents)


99.0



94.6     Summary
    of significant accounting policies
  Basis
    of preparation
    Changes
    in accounting policies
         F-13




---



##### Table of Contents



Changes
    in presentation
        Presentational
    currency
       F-14




---



##### Table of Contents



Basis
    of consolidation
      Foreign
    currencies
      Property,
    plant and equipment
          Buildings

lesser of 50 years and unexpired term of lease; andFixtures, fittings and equipment

three to 25 years.        F-15




---



##### Table of Contents



Goodwill
      Intangible
    assets
  Software
      Management
    contracts
    Other
    intangible assets
      Associates
      Financial
    assets
  available-for-sale (available-for-sale
  available-for-sale available-for-sale
 F-16




---



##### Table of Contents



available-for-sale, available-for-sale
  Inventories
    Trade
    receivables
    Cash
    and cash equivalents
        Assets
    held for sale
        Financial
    liabilities
    Trade
    payables
    Bank
    and other borrowings
     F-17




---



##### Table of Contents



Derivative
    financial instruments and hedging
              Self
    insurance
    Provisions
      Taxes
  Current
    tax
    Deferred
    tax
   F-18




---



##### Table of Contents



Retirement
    benefits
  Defined
    contribution plans
    Defined
    benefit plans
          Revenue
    recognition
           F-19




---



##### Table of Contents



Share-based
    payments
      and/or
    Leases
      Disposal
    of non-current assets
    
    has a continuing managerial involvement to the degree associated
    with asset ownership;
    has transferred the significant risks and rewards associated
    with asset ownership; and
    can reliably measure and will actually receive the proceeds.  Discontinued
    operations
    Exceptional
    items
   F-20




---



##### Table of Contents



Use of
    accounting estimates and judgments
      
    Trade receivables  a provision for impairment of
    trade receivables is made on the basis of historical experience
    and other factors considered relevant by management.
    Impairment  the Group determines whether goodwill is
    impaired on an annual basis or more frequently if there are
    indicators of impairment. Other non-current assets, including
    property, plant and equipment, are tested for impairment if
    there are indicators of impairment. Impairment testing requires
    an estimate of future cash flows and the choice of a suitable
    discount rate and, in the case of hotels, an assessment of
    recoverable amount based on comparable market transactions.
    System Fund  in addition to management or franchise
    fees, hotels within the IHG system pay cash assessments and
    contributions which are collected by IHG for specific use within
    the System Fund (the Fund). The Fund also receives
    proceeds from the sale of Priority Club Rewards points. IHG
    exerts significant influence over the operation of the Fund,
    however the Fund is managed for the benefit of hotels in the
    system with the objective of driving revenues for the hotels.
    The Fund is used to pay for marketing, the Priority Club Rewards
    loyalty program and the global reservation system. The Fund is
    planned to operate at breakeven with any short-term timing
    surplus or deficit carried in the Consolidated statement of
    financial position within working capital.          
    Loyalty program  the hotel loyalty program, Priority
    Club Rewards, enables members to earn points, funded through
    hotel assessments, during each qualifying stay at an IHG branded
    hotel and redeem points at a later date for free accommodation
    or other benefits. The future redemption liability is included
    in trade and other payables and is estimated using eventual
    redemption rates determined by actuarial methods and points
    values. Actuarial gains and losses on the future redemption
    liability are borne by the System Fund and any resulting changes
    in the liability would correspondingly adjust the amount of
    short-term timing differences held in the Consolidated statement
    of financial position.
    Retirement and other post-employment benefits  the
    cost of defined benefit pension plans and other post-employment
    benefits is determined using actuarial valuations. The actuarial
    valuation involves making assumptions about discount rates,
    expected rates of return on assets, future salary increases,
    mortality rates and future pension increases.
    Tax  provisions for tax accruals require judgments on
    the interpretation of tax legislation, developments in tax case
    law and the potential outcomes of tax audits and appeals. In
    addition, deferred tax assets are recognized for unused tax
    attributes to the extent that it is probable that taxable profit
    will be available F-21




---



##### Table of Contents



against which they can be utilized. Judgment is required as to
    the amount that can be recognized based on the likely amount and
    timing of future taxable profits, taking into account expected
    tax planning. Deferred tax balances are dependent on
    managements expectations regarding the manner and timing
    of recovery of the related assets.  
    Other  the Group also makes estimates and judgments
    in the valuation of franchise and management agreements acquired
    on asset disposals, the valuation of financial assets classified
    as
    available-for-sale,
    the outcome of legal proceedings and claims and in the valuation
    of share-based payment costs.  New
    standards issued but not effective
                 F-22




---



##### Table of Contents



Note 2 
    Exchange
    Rates and Segmental Information  Exchange
    Rates
      Segmental
    Information
                 F-23




---



##### Table of Contents



Segmental
    Information
  Year
    ended December 31, 2010
  Revenue
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Franchised


465



81



12







558Managed


119



130



155







404Owned and leased


223



203



136







562Central














104



104Total revenue*


807



414



303



104



1,628   Segmental
    result
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Franchised


392



59



7







458Managed


21



62



73







156Owned and leased


13



40



35







88Regional and central


(57
)


(36
)


(26
)


(139
)


(258
)Reportable segments operating profit


369



125



89



(139
)


444Exceptional operating items (Note 5)


(8
)


3



(2
)






(7
)Operating profit*


361



128



87



(139
)


437   Continuing

Discontinued

Group($ million)Reportable segments operating profit


444







444Exceptional operating items


(7
)






(7
)Operating profit


437







437Net finance costs


(62
)






(62
)Profit before tax


375







375Tax


(97
)






(97
)Profit after tax


278







278Gain on disposal of assets, net of tax






2



2Profit for the year


278



2



280     *
    
    Relates to continuing operations. F-24




---



##### Table of Contents



Year
    ended December 31, 2010
  Assets
    and liabilities
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Segment assets


891



856



665



194



2,606Unallocated assets:Deferred tax assets


















88Current tax receivable


















13Cash and cash equivalents


















78Total assets


















2,785Segment liabilities


(474
)


(290
)


(86
)


(568
)


(1,418
)Unallocated liabilities:Current tax payable


















(167
)Deferred tax liabilities


















(84
)Loans and other borrowings


















(794
)Derivatives


















(44
)Total liabilities


















(2,507
)   Other
    segmental information
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Capital expenditure (see below)


37



8



12



40



97Non-cash items:Onerous management contracts






3











3Litigation


22















22Depreciation and
    amortization(i)


33



25



30



20



108Impairment losses


7















7Share-based payments cost














32



32    (i)
    
    Included in the $108 million
    of depreciation and amortization is $31 million relating to
    administrative expenses and $77 million relating to cost of
    sales.  Reconciliation
    of capital expenditure
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Capital expenditure per management reporting


37



8



12



40



97Management contract acquired on disposal


5















5Timing differences






(1
)


(4
)






(5
)Capital expenditure per the financial statements


42



7



8



40



97Comprising additions to:Property, plant and equipment


27



6



3



23



59Intangible assets


11



1



5



17



34Other financial assets


4















442



7



8



40



97  F-25




---



##### Table of Contents



Segmental
    Information
  Year
    ended December 31, 2009
  Revenue
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Franchised


437



83



11







531Managed


110



119



105







334Owned and leased


225



195



129







549Central














124



124Total revenue*


772



397



245



124



1,538   Segmental
    result
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Franchised


364



60



5







429Managed


(40
)


65



44







69Owned and leased


11



33



30







74Regional and central


(47
)


(31
)


(27
)


(104
)


(209
)Reportable segments operating profit


288



127



52



(104
)


363Exceptional operating items (Note 5)


(301
)


(22
)


(7
)


(43
)


(373
)Operating loss*


(13
)


105



45



(147
)


(10
)   Continuing

Discontinued

Group($ million)Reportable segments operating profit


363







363Exceptional operating items


(373
)






(373
)Operating loss


(10
)






(10
)Net finance costs


(54
)






(54
)Loss before tax


(64
)






(64
)Tax


272







272Profit after tax


208







208Gain on disposal of assets, net of tax






6



6Profit for the year


208



6



214     *
    
    Relates to continuing operations. F-26




---



##### Table of Contents



Year
    ended December 31, 2009
  Assets
    and liabilities
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Segment assets


970



926



631



196



2,723Unallocated assets:Deferred tax assets


















95Current tax receivable


















35Cash and cash equivalents


















40Total assets


















2,893Segment liabilities


(417
)


(236
)


(63
)


(567
)


(1,283
)Unallocated liabilities:Current tax payable


















(194
)Deferred tax liabilities


















(118
)Loans and other borrowings


















(1,122
)Derivatives


















(20
)Total liabilities


















(2,737
)   Other
    segmental information
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Capital expenditure (see below)


80



5



14



37



136Non-cash items:Onerous management contracts


91















91Depreciation and
    amortization(i)


33



29



28



19



109Impairment losses


189



8











197Share-based payments costs














22



22     (i)
    
    Included in the $109 million
    of depreciation and amortization is $29 million relating to
    administrative expenses and $80 million relating to cost of
    sales.  Reconciliation
    of capital expenditure
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Capital expenditure per management reporting


80



5



14



37



136Timing differences


(45
)


1



1







(43
)Capital expenditure per the financial statements


35



6



15



37



93Comprising additions to:Property, plant and equipment


29



6



9



13



57Intangible assets


6







3



24



33Investment in associates










3







335



6



15



37



93  F-27




---



##### Table of Contents



Segmental
    Information
  Year
    ended December 31, 2008
  Revenue
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Franchised


495



110



18







623Managed


168



168



113







449Owned and leased


300



240



159







699Central














126



126Total revenue*


963



518



290



126



1,897   Segmental
    result
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Franchised


426



75



8







509Managed


51



95



55







201Owned and leased


55



45



43







143Regional and central


(67
)


(44
)


(38
)


(155
)


(304
)Reportable segments operating profit


465



171



68



(155
)


549Exceptional operating items (Note 5)


(99
)


(21
)


(2
)


(10
)


(132
)Operating profit*


366



150



66



(165
)


417   Continuing

Discontinued

Group($ million)Reportable segments operating profit


549







549Exceptional operating items


(132
)






(132
)Operating profit


417







417Net finance costs


(101
)






(101
)Profit before tax


316







316Tax


(59
)






(59
)Profit after tax


257







257Gain on disposal of assets, net of tax






5



5Profit for the year


257



5



262     *
    
    Relates to continuing operations. F-28




---



##### Table of Contents



Year
    ended December 31, 2008
  Other
    segmental information
  AsiaAmericas

EMEA

Pacific

Central

Group($ million)Capital expenditure (see below)


51



5



13



74



143Non-cash items:Depreciation and
    amortization(i)


31



35



26



20



112Impairment losses


75



21











96Share-based payments costs














47



47     (i)
    
    Included in the $112 million
    of depreciation and amortization is $32 million relating to
    administrative expenses and $80 million relating to cost of
    sales.  Geographical
    information
  Year ended December 31,2010

2009

2008($ million)Revenue:United Kingdom


130



125



173United States


706



678



819Rest of World


792



735



905Total revenue per Consolidated income statement


1,628



1,538



1,897     At

AtDecember 31,

December 31,2010

2009($ million)Non-current assets:United Kingdom


366



389United States


726



805France


344



376Peoples Republic of China (including Hong Kong)


335



354Rest of World


320



313Total


2,091



2,237    F-29




---



##### Table of Contents



Note 3 
    Staff
    costs and Directors emoluments  pages F-30 F-35 F-44 F-48 F-36 F-43
  Staff
  Year ended December 31,2010

2009

2008($ million)Costs:Wages and salaries


535



441



549Social security costs


34



45



55Pension and other post-retirement benefits:Defined benefit plans


9



12



8Defined contribution plans


19



26



30597



524



642     Year ended December 31,2010

2009

2008(Number)Americas


3,309



3,229



3,384EMEA


1,795



1,712



1,824Asia Pacific


1,517



1,410



1,470Central


1,237



1,205



1,2717,858



7,556



7,949     Retirement
    benefits
   F-30




---



##### Table of Contents



Post-Pension plans

employmentUK

US and other

benefits

Total2010

2009

2008

2010

2009

2008

2010

2009

2008

2010

2009

2008($ million)Current service costs


6



7



9



1



1



1















7



8



10Interest cost on benefit obligation


25



22



30



11



10



10



1



1



1



37



33



41Expected return on plan assets


(25
)


(21
)


(32
)


(10
)


(8
)


(11
)














(35
)


(29
)


(43
)Operating profit before exceptional items


6



8



7



2



3







1



1



1



9



12



8Exceptional items






11



































11



6



19



7



2



3







1



1



1



9



23



8       Post-Pension plans

employmentUK

US and other

benefits

Total2010

2009

2008

2010

2009

2008

2010

2009

2008

2010

2009

2008($ million)Actual return on plan assets


46



7



(25
)


13



22



(27
)














59



29



(52
)Less: expected return on plan assets


(25
)


(21
)


(32
)


(10
)


(8
)


(11
)














(35
)


(29
)


(43
)21



(14
)


(57
)


3



14



(38
)














24







(95
)Other actuarial (losses)/gains


(49
)


(44
)


55



(13
)


(13
)


3



(7
)


(1
)


1



(69
)


(58
)


59Total actuarial (losses)/gains


(28
)


(58
)


(2
)


(10
)


1



(35
)


(7
)


(1
)


1



(45
)


(58
)


(36
)Change in asset restriction and liability in respect of funding
    commitments*


(48
)


21



(14
)


























(48
)


21



(14
)(76
)


(37
)


(16
)


(10
)


1



(35
)


(7
)


(1
)


1



(93
)


(37
)


(50
)     *
    Relates to tax that would be
    deducted at source in respect of a refund of the surplus taking
    into account amounts payable under funding commitments. F-31




---



##### Table of Contents



Post-Pension plans

employmentUK

US and other

benefits

Total2010

2009

2010

2009

2010

2009

2010

2009($ million)Retirement benefit assetsFair value of plan assets






426



16



16











16



442Present value of benefit obligations






(414
)


(11
)


(12
)










(11
)


(426
)Surplus in schemes






12



5



4











5



16Asset restriction*






(4
)






















(4
)Total retirement benefit assets






8



5



4











5



12Retirement benefit obligationsFair value of plan assets


475







114



110











589



110Present value of benefit obligations


(512
)


(47
)


(198
)


(185
)


(27
)


(20
)


(737
)


(252
)Deficit in schemes


(37
)


(47
)


(84
)


(75
)


(27
)


(20
)


(148
)


(142
)Asset restriction and liability in respect of funding
    commitments*


(52
)






















(52
)


Total retirement benefit obligations


(89
)


(47
)


(84
)


(75
)


(27
)


(20
)


(200
)


(142
)Total fair value of plan assets


475



426



130



126











605



552Total present value of benefit obligations


(512
)


(461
)


(209
)


(197
)


(27
)


(20
)


(748
)


(678
)     *
    
    Relates to tax that would be
    deducted at source in respect of a refund of the surplus taking
    into account amounts payable under funding commitments.    Assumptions
    Pension plans

Post-employmentUK

US

benefits2010

2009

2008

2010

2009

2008

2010

2009

2008(%)Wages and salaries increases


5.0



5.1



4.5















4.0



4.0



4.0Pensions increases


3.5



3.6



3.0























Discount rate


5.3



5.7



5.6



5.2



5.7



6.2



5.2



5.7



6.2Inflation rate


3.5



3.6



3.0























Healthcare cost trend rate assumed for next year






























9.0



9.5-Pre 65 (ultimate rate reached in 2021)


























10.0







-Post 65 (ultimate rate reached in 2023)


























14.0







Ultimate rate that the cost trend rate trends to


























5.0



5.0



5.0    F-32




---



##### Table of Contents



Pension plansUK

US2010

2009

2008

2010

2009

2008(Years)Current pensioners at 65 
    male(i)


24



23



23



19



18



18Current pensioners at 65 
    female(i)


27



26



26



21



21



20Future pensioners at 65 
    male(ii)


26



24



24



21



18



18Future pensioners at 65 
    female(ii)


29



27



27



22



21



20     (i)
    
    Relates to assumptions based on
    longevity (in years) following retirement at the end of the
    reporting period.(ii)
    
    Relates to assumptions based on
    longevity (in years) relating to an employee retiring in 2030.    Sensitivities
    UK

USHigher/

Increase/

Higher/

Increase/(lower)

(decrease)

(lower)

(decrease)pension cost

in liabilities

pension cost

in liabilities($ million)Discount rate  0.25% decrease


0.6



25.8







5.9Discount rate  0.25% increase


(0.6
)


(25.8
)






(5.6
)Inflation rate  0.25% increase


1.6



24.8







Inflation rate  0.25% decrease


(1.6
)


(24.8
)






Mortality rate  one year increase


0.8



9.9







7.6     F-33




---



##### Table of Contents



Post-Pension plans

employmentUK

US and other

benefits

TotalMovement in benefit obligation

2010

2009

2010

2009

2010

2009

2010

2009($ million)Benefit obligation at January 1,


461



411



197



185



20



19



678



615Current service cost


6



7



1



1











7



8Members contributions


1



1



















1



1Interest expense


25



22



11



10



1



1



37



33Benefits paid


(12
)


(12
)


(13
)


(13
)


(1
)


(1
)


(26
)


(26
)Enhanced pension transfer






(59
)






















(59
)Actuarial loss/(gain) arising in the year


49



44



13



13



7



1



69



58Exchange adjustments


(18
)


47







1











(18
)


48Benefit obligation at December 31,


512



461



209



197



27



20



748



678Comprising:Funded plans


457



414



161



151











618



565Unfunded plans


55



47



48



46



27



20



130



113512



461



209



197



27



20



748



678   Post-Pension plans

employmentUK

US and other

benefits

TotalMovement in plan assets

2010

2009

2010

2009

2010

2009

2010

2009($ million)Fair value of plan assets at January 1,


426



437



126



112











552



549Company contributions


31



16



4



4



1



1



36



21Members contributions


1



1



















1



1Benefits paid


(12
)


(12
)


(13
)


(13
)


(1
)


(1
)


(26
)


(26
)Enhanced pension transfer






(70
)






















(70
)Expected return on plan assets


25



21



10



8











35



29Actuarial (loss)/gain arising in the year


21



(14
)


3



14











24



Exchange adjustments


(17
)


47







1











(17
)


48Fair value of plan assets at December 31,


475



426



130



126











605



552   Funding
    commitments
  top-up
   F-34




---



##### Table of Contents



2010

2009

2008Long-term



Long-term



Long-termrate of



rate of



rate ofreturn



return



returnexpected

Value

expected

Value

expected

Value(%)

($ million)

(%)

($ million)

(%)

($ million)UK pension plansLiability matching investment funds


4.5



185



4.8



196



3.9



192Equities


8.9



105



9.2



77



7.9



87Bonds


4.5



95



4.8



64



3.9



114Hedge funds


8.9



61



9.2



17



7.9



26Cash


4.5



10



4.8



55



3.9



4Other


8.9



19



9.2



17



7.9



14Total market value of assets






475







426







437US pension plansEquities


8.9



65



9.5



63



9.5



55Fixed income


5.5



44



5.5



42



5.5



37Total market value of assets






109







105







92     History of experience gains and losses
  UK pension plans

2010

2009

2008

2007

2006($ million)Fair value of plan assets


475



426



437



611



527Present value of benefit obligations


(512
)


(461
)


(411
)


(597
)


(585
)(Deficit)/surplus in the plans


(37
)


(35
)


26



14



(58
)Experience adjustments arising on plan liabilities


(49
)


(44
)


55



31



(22
)Experience adjustments arising on plan assets


21



(14
)


(57
)


(6
)


13   US and other pension plans

2010

2009

2008

2007

2006($ million)Fair value of plan assets


130



126



112



144



111Present value of benefit obligations


(209
)


(197
)


(185
)


(184
)


(175
)Deficit in the plans


(79
)


(71
)


(73
)


(40
)


(64
)Experience adjustments arising on plan liabilities


(13
)


(13
)


3







Experience adjustments arising on plan assets


(3
)


14



(38
)






4   US post-employment benefits

2010

2009

2008

2007

2006($ million)Present value of benefit obligations


(27
)


(20
)


(19
)


(20
)


(19
)Experience adjustments arising on plan liabilities


(7
)


(1
)


1







1  F-35




---



##### Table of Contents



Unaudited
    information on Directors emoluments
  Policy
    on remuneration of Executive Directors and senior
    executives
  Remuneration
    policy and structure
    
    attract and retain high-quality executives in an environment
    where compensation is based on global market practice;
    drive aligned focus of the senior executive team and reward the
    achievement of strategic objectives;
    align rewards of executives with returns to shareholders;
    support equitable treatment between members of the same
    executive team; and
    facilitate global assignments and relocation.          F-36




---



##### Table of Contents



Element

Maximum value

Purpose

Measures and link to strategic objectivesBase Salary (cash)

n/a

 Recognizes the market value of the role and the
    individuals skill, performance and experience

n/aAnnual Bonus (one-half cash and one-half deferred shares)

200% of base
    salary(1)

 Drives and rewards annual performance of individuals and teams against both financial and non-financial metrics
 Aligns individual employee objectives with those of the Group
 Aligns short-term annual performance with long-term returns to shareholders

Group earnings before interest and tax (EBIT)Provides focus on earnings growth, driven by core operating inputs, namely rooms growth, RevPAR, royalty fees and profit marginsIndividual Overall Performance Rating (OPR)Provides focus on key performance objectives (KPOs) and leadership competencies relative to the individual role.  KPOs are linked to strategic priorities, notably:Financial Returns  deliver budget and growth targets (EBIT, system size, margin, overheads)Our People  employee engagement survey resultsGuest Experience  deliver brand performance targets (guest satisfaction, market share)Responsible Business  continue hotel roll-out and adoption of Green Engage sustainability management systemLong Term Incentive Plan (shares)

205% of base
    salary(2)

 Drives and rewards delivery of sustained long-term
    performance on measures that are aligned with the interests of
    shareholders

Total shareholder return (TSR) growth relative to Dow Jones World Hotels indexAligned with our Vision to become one of the worlds great companies by creating Great Hotels Guests LoveNet Rooms growth relative to major competitors(3)Aligned with Where we compete, supporting our business model, segment and market strategies to grow system sizeLike-for-like revenue per available room (RevPAR) growth relative to major competitors(3)Aligned with How we win, reflecting the power of our brands, scale and experience, and engaged workforcePension and benefits (varied)

n/a

 Provides a competitive level of benefits, including
    short-term protection and long-term savings opportunities

n/a     (1)
    
    Combined Annual Bonus award (cash
    and shares) was subject to a temporary maximum cap of 175% of
    base salary in 2010.(2)
    
    Until 2009, maximum awards were
    normally granted at 270% of salary.(3)
    
    As outlined on
    page F-40,
    from 2011, earnings per share (EPS) is replaced by
    net Rooms growth and RevPAR growth in the LTIP. F-37




---



##### Table of Contents



Base
    salary and benefits
      
    size  market capitalization, turnover, profits and
    the number of people employed;
    diversity and complexity of business;
    geographical spread of business; and
    relevance to the hotel industry.      2011 Salary

2010 SalaryAndrew Cosslett


£850,780



£826,000James Abrahamson


£477,117
*


£469,348Kirk Kinsell


£477,117
*


£462,875Richard Solomons


£540,000



£523,000     *
    
    Messrs Abrahamson and Kinsell are
    paid in US dollars. James Abrahamsons annual base salary
    for 2010 was $725,000 and for 2011 is $737,000. Kirk
    Kinsells annual base salary for 2010 was $715,000 and for
    2011 is $737,000. The sterling values in the table above have
    been calculated using an exchange rate of $1= £0.65.  Annual
    Bonus Plan (ABP)
  Structure
    and outcomes in 2010
     F-38




---



##### Table of Contents



Payout as % of salaryMeasure

Key performance indicator

Target


MaxFinancial

EBIT (70%)


80.5



161Individual

OPR (30%)


34.5



69Total for 2010




115



175
*   Actual 2010 result as % of salaryAndrew Cosslett


175James Abrahamson


175Kirk Kinsell


175Richard Solomons


175     *
    
    Combined EBIT and OPR payout
    subject to a maximum of 175% of base salary.  Structure
    in 2011
        Long
    Term Incentive Plan (LTIP)
    Structure
    for 2010/2012 cycle
      
    IHGs TSR relative to the Dow Jones World Hotels index (50%
    weighting); and
    growth in adjusted EPS over the period (50% weighting). F-39




---



##### Table of Contents



Structure
    for 2011/2013 cycle
      
    25% of the maximum award will be based on cumulative annual
    growth of net Rooms; and
    25% of the maximum award will be based on cumulative annual
    like-for-like
    RevPAR growth.            Performance

Threshold

Maximum

Weighting% of award vesting

20%

100%TSR relative to Dow Jones World Hotels index

Match index

Index + 8% per annum

50%Net Rooms growth relative to comparator group

Average

1st

    position

25%RevPAR growth relative to comparator group

Average

1st

    position

25%    F-40




---



##### Table of Contents



Outcomes
    in 2010 and progress on all current LTIP cycles
    Outcome/Threshold

Maximum

Threshold(1)

Maximum(1)



Maximum

currentPerformance measure

performance

performance

vesting

vesting

Weighting

award

position2008/2010 cycleTSR

Growth equal to the index

Growth exceeds the index by 8% or more


20
%


100
%


50
%


135
%

Growth outperformance of 8.0%EPS

Growth of 6% per annum

Growth of 16% per annum or more


20
%


100
%


50
%


135
%

Growth of 9.6% per annumTotal Vesting





















73.8% of maximum award2009/2011
    cycle(2)TSR

Growth equal to the index

Growth exceeds the index by 8% or more


20
%


100
%


66.7
%


102.5
%

Growth outperformance of 6.1%EPS

Growth of 0% per annum

Growth of 10% per annum or more


0
%


100
%


33.3
%


102.5
%

Growth of -1.0% per annum2010/2012
    cycle(3)TSR

Growth equal to the index

Growth exceeds the index by 8% or more


20
%


100
%


50
%


102.5
%

Growth outperformance of -5.4%EPS

Growth of 5% per annum

Growth of 15% per annum or more


20
%


100
%


50
%


102.5
%

Growth of 26% per annum     (1)
    
    Vesting between threshold and
    maximum occurs on a straight-line basis.(2)
    
    Two years of cycle completed.(3)
    
    One year of cycle completed.  Shareholding
    policy
  Share
    ownership
    Executive
    share options
    Share
    capital
   F-41




---



##### Table of Contents



Guideline

Actual shareholdingshareholding

at Dec 31, 2010as % of salary

as % of
    salary(1)Andrew Cosslett


300



747James
    Abrahamson(2)


200



138Kirk
    Kinsell(2)


200



170Richard Solomons


200



408     (1)
    
    Based on share price of 1,243 pence
    per share as at December 31, 2010.(2)
    
    Shareholding requirement took
    effect upon appointment to the Board on August 1, 2010.  Policy
    regarding pensions
  Top-Up
    Non-Executive
    Directors pay policy and structure
        Fees at


Fees atRole

Jan 1, 2011


Jan 1, 2010David Webster

Chairman

£
406,000


£
398,000David Kappler

Senior Independent Director &
    Chairman of Audit Committee

£
103,000


£
99,750Ralph Kugler

Chairman of Remuneration Committee

£
86,500


£
84,000Jennifer Laing

Chairman of Corporate Responsibility Committee

£
76,000


£
73,500Others

Non-Executive Director

£
65,000


£
63,000  F-42




---



##### Table of Contents



Service
    contracts
  Policy
  12-month
            Directors
    contracts
  Contracteffective date

Notice periodAndrew Cosslett


February 3, 2005



3 monthsJames Abrahamson


August 1, 2010



12 monthsKirk Kinsell


August 1, 2010



12 monthsRichard Solomons


April 15, 2003



12 months      F-43




---



##### Table of Contents



Audited
    information on Directors emoluments
  Directors
    remuneration in 2010
    Base salaries





Total emolumentsand fees

Performance
    payments(1)

Benefits(2)

excluding pensions2010

2009

2010

2009

2010

2009

2010

2009(£ thousand)Executive DirectorsAndrew Cosslett


820



802



723







28



25



1,571



827James
    Abrahamson(3)


196







178







6







380



Kirk
    Kinsell(3)


193







169







74







436



Richard Solomons


520



512



458







18



19



996



531Non-Executive DirectorsDavid Webster


398



390



















398



390Graham
    Allan(4)


63























63



David Kappler


100



95



















100



95Ralph Kugler


84



80



















84



80Jennifer
    Laing(5)


74



68



















74



68Jonathan Linen


63



60



















63



60Ying Yeh


63



60



















63



60Former
    Directors(6)


















1



1



1



1Total


2,574



2,067



1,528







127



45



4,229



2,112     (1)
    
    Performance payments comprise cash
    payments in respect of participation in the ABP but exclude
    bonus payments in deferred shares, details of which are set out
    in the ABP table on page F-46. For James Abrahamson and
    Kirk Kinsell, this also includes a cash payment in lieu of
    dividends relating to share awards as outlined on page F-46.(2)
    
    Benefits incorporate all tax
    assessable benefits arising from the individuals
    employment. This includes, but is not limited to, benefits such
    as the provision of a fully expensed company car, private
    healthcare, financial counseling and other benefits as
    applicable to the individuals work location. This includes
    the cost of expatriate benefits related to Kirk Kinsells
    international assignment.(3)
    
    Messrs. Abrahamson and Kinsell
    were appointed as Directors on August 1, 2010. Base
    salaries, performance payments and benefits have been pro-rated
    from their date of appointment. James Abrahamsons
    pro-rated base salary is $302,083 and Kirk Kinsells
    pro-rated base salary is $297,917. Sterling values have been
    calculated using an exchange rate of $1= £0.65.(4)
    
    Graham Allan was appointed as a
    Director on January 1, 2010.(5)
    
    Jennifer Laings fee was
    increased, pro rata, from March 1, 2009 when she became
    Chairman of the Corporate Responsibility Committee.(6)
    
    Sir Ian Prosser retired as a
    Director on December 31, 2003. However, he had an ongoing
    healthcare benefit of £1,179 during the year. F-44




---



##### Table of Contents



Directors
    pension benefits
      
    a normal pension age of 60;
    pension accrual of 1/30th of final pensionable salary for
    each year of pensionable service;
    life assurance cover of four times pensionable salary;
    pensions payable in the event of ill health; and
    spouses, partners and dependants pensions on
    death.        Increase intransfer value

AbsoluteDirectors

Transfer value of

over the year,

increase in

Increase

Accruedcontributions

accrued benefits

less Directors

accrued

in accrued

pension atAge at

in the
    year(1)

Jan 1, 2010

Dec 31, 2010

contributions

pension(2)

pension(3)

Dec 31,
    2010(4)Directors

Dec 31, 2010

(£)

(£)

(£)

(£)

(£ pa)

(£ pa)

(£ pa)Andrew Cosslett


55



40,100



2,574,100



3,438,100



823,900



30,300



23,600



161,500Richard Solomons


49



25,500



3,934,700



4,708,400



748,200



21,500



10,400



239,200     (1)
    
    Contributions paid in the year by
    the Directors under the terms of the plans. Contributions were
    5% of full pensionable salary.(2)
    
    The absolute increase in accrued
    pension during the year.(3)
    
    The increase in accrued pension
    during the year, excluding any increase for inflation.(4)
    
    Accrued pension is that which would
    be paid annually on retirement at 60, based on service to
    December 31, 2010.    Age at

Directors

Directors

Company

CompanyDecember 31,

contributions to

contributions to

contribution to

contribution to2010

DCP in the year

401(k) in the year

DCP in the year

401(k) in the year(£)

(£)

(£)

(£)James Abrahamson


55



3,900







18,000



Kirk Kinsell


55



3,800



3,500



22,300



     *
    Messrs. Abrahamson and Kinsell
    were appointed as Directors on August 1, 2010. Pension
    contributions have been pro-rated from their date of
    appointment. Sterling values have been calculated using an
    exchange rate of $1 = £0.65. F-45




---



##### Table of Contents



Annual
    Bonus Plan deferred share awards
    Valuebased onshareFinancial year







Market





Market



ABP



price ofon which







price

ABP shares



price



awards



1,243 penceperformance

ABP awards

ABP awards



per share

vested



per share

Value

held at

Planned

at Dec 31,is based for

held at

during

Award

at award

during

Vesting

at vesting

at vesting

Dec 31,

vesting

2010Directors

award*

Jan 1, 2010

the year

date

(pence)

the year

date

(pence)

(£)

2010

date

(£)Andrew Cosslett


2006



55,870







2.26.07



1,235



55,870



2.26.10



914.66



511,0212007



71,287







2.25.08



819.67



















71,287



2.25.11



886,0972008



104,652







2.23.09



472.67



















104,652



2.23.12



1,300,8242009











































Total






231,809































175,939







2,186,921James Abrahamson


2009











































Total














































Kirk Kinsell


2006



13,610







2.26.07



1,235



13,610



2.26.10



914.66



124,4852007



19,731







2.25.08



819.67



















19,731



2.25.11



245,2562008



41,427







2.23.09



472.67



















41,427



2.23.12



514,9382009











































Total






74,768































61,158







760,194Richard Solomons


2006



35,757







2.26.07



1,235



35,757



2.26.10



914.66



327,0552007



45,634







2.25.08



819.67



















45,634



2.25.11



567,2312008



66,549







2.23.09



472.67



















66,549



2.23.12



827,2042009











































Total






147,940































112,183







1,394,435     *
    For financial year 2006, the award
    was based on EPS and EBIT measures and total shares held include
    matching shares. For financial year 2007, the award was based on
    Group EBIT and net annual rooms additions measures and total
    shares held include matching shares. For financial year 2008,
    the award was based on Group EBIT, net annual rooms additions
    and individual performance measures. No matching shares were
    awarded. For financial year 2009, no bonus was paid.  Special
    share award
    Valuebased onshareMarket





Market







price ofprice

Shares



price



Awards



1,243 penceAwards



per share

vested



per share

Value

held at

Planned

at Dec 31,held at

Award

at award

during

Vesting

at vesting

at vesting

Dec 31,

vesting

2010Director

Jan 1, 2010

date

(pence)

the year

date

(pence)

(£)

2010

date

(£)James Abrahamson


45,000



2.23.09



454.25



45,000



2.17.10



900.07



405,03245,000



2.23.09



454.25



















45,000



2.16.11



559,35045,000



2.23.09



454.25



















45,000



2.15.12



559,350135,000



























90,000







1,118,700  F-46




---



##### Table of Contents



Long
    Term Incentive Plan awards
    Maximumvaluebased onEnd of year



















shareto which



Maximum



Market



Market





Maximum

price ofperformance

Maximum

LTIP shares



price

LTIP shares

price





LTIP awards

1,243 penceis based

LTIP awards

awarded



per share

vested

per share

Value



held at

at Dec 31,for award

held at

during

Award

at award

during

at vesting

at vesting

Vesting

Dec 31,

2010Directors

(Dec
    31,)(1)

Jan 1, 2010

the year

date

(pence)

the year

(pence)

(£)

date

2010

(£)Andrew Cosslett


2009



159,506







4.2.07



1,256



73,372
(2)


901.5



661,449



2.17.102010



253,559







5.19.08



854















2.16.11



253,559



3,151,7382011



272,201







4.3.09



604















2.15.12



272,201



3,383,4582012







160,807



4.8.10



1,053















2.13.13



160,807



1,998,831Total






685,266



160,807



























686,567



8,534,027James Abrahamson


2009



82,486







2.23.09



457



37,943
(2)


901.5



342,056



2.17.102010



164,973







2.23.09



457















2.16.11



164,973



2,050,6142011



138,730







4.3.09



604















2.15.12



138,730



1,724,4142012







79,008



4.8.10



1,053















2.13.13



79,008



982,069Total






386,189



79,008



























382,711



4,757,097Kirk Kinsell


2009



30,156







4.2.07



1,256



13,871
(2)


901.5



125,047



2.17.102009



16,987







11.12.07



961.5



7,814
(2)


901.5



70,443



2.17.102010



84,397







5.19.08



854















2.16.11



84,397



1,049,0552011



132,256







4.3.09



604















2.15.12



132,256



1,643,9422012







75,411



4.8.10



1,053















2.13.13



75,411



937,359Total






263,796



75,411



























292,064



3,630,356Richard Solomons


2009



102,109







4.2.07



1,256



46,970
(2)


901.5



423,435



2.17.102010



161,241







5.19.08



854















2.16.11



161,241



2,004,2262011



173,096







4.3.09



604















2.15.12



173,096



2,151,5832012







101,818



4.8.10



1,053















2.13.13



101,818



1,265,598Total






436,446



101,818



























436,155



5,421,407     (1)
    
    All details of performance
    conditions in relation to the awards made in respect of cycles
    ending on December 31, 2010, 2011 and 2012 are provided on
    page F-41.(2)
    
    This award was based on performance
    to December 31, 2009. Performance was measured against both
    the Companys TSR relative to a group of eight other
    comparator companies and the cumulative annual growth rate
    (CAGR) in adjusted EPS over the performance period.
    The number of shares released was determined, according to
    (a) where the Company finished in the TSR comparator group,
    with 50% of the award being released for first position and 10%
    of the award being released for median position; and
    (b) the cumulative annual growth in adjusted EPS, with 50%
    of the award being released for growth of 20% per annum or more
    and 10% of the award being released for growth of 10% per annum.
    The Company finished in fourth position in the TSR group and
    achieved 15.2% per annum adjusted EPS growth. Accordingly, 46%
    of the award vested on February 17, 2010. F-47




---



##### Table of Contents



Share
    options
    Ordinary shares under optionWeightedaverageOptions held

Lapsed

Exercised

Options

option

Optionat Jan 1,

during

during

held at

price

priceDirectors

2010

the year

the year

Dec 31, 2010

(pence)

(pence)Kirk Kinsell


77,110
(1)










77,110
(1)






494.1732,040
(2)










32,040
(2)






619.83Total


109,150











109,150



531.06Richard Solomons


230,320
(1)










230,320
(1)






494.17100,550
(2)










100,550
(2)






619.83Total


330,870











330,870



532.36     (1)
    
    Executive share options granted in
    2004 became exercisable in April 2007 up to April 2014.(2)
    
    Executive share options granted in
    2005 became exercisable in April 2008 up to April 2015.      Note 4 
    Auditors
    remuneration paid to Ernst & Young LLP  Year ended December 31,2010

2009

2008($ million)Group audit fees


1.9



1.8



1.7Audit fees in respect of subsidiaries


1.6



2.1



1.5Tax fees


2.1



1.7



1.0Interim review fees


0.3



0.3



0.4Other services pursuant to legislation


0.3



0.3



0.1Other


1.7



1.5



2.87.9



7.7



7.5      F-48




---



##### Table of Contents



Note 5 
    Exceptional
    items  Year ended December 31,2010

2009

2008($ million)Continuing operationsExceptional operating itemsCost of sales:Onerous management
    contracts(i)






(91
)


Administrative expenses:Holiday Inn brand
    relaunch(ii)


(9
)


(19
)


(35
)Reorganization and related
    costs(iii)


(4
)


(43
)


(24
)Litigation
    provision(iv)


(22
)






Enhanced pension
    transfer(v)






(21
)


(35
)


(83
)


(59
)Other operating income and expenses:Gain on sale of associate investments










13Gain on sale of other financial
    assets(vi)


8







14Gain/(loss) on disposal of hotels
    (Note 11)*


27



(2
)


(2
)35



(2
)


25Depreciation and amortization:Reorganization and related
    costs(iii)










(2
)Impairment:Property, plant and equipment (Note 10)


(6
)


(28
)


(12
)Assets held for sale (Note 11)






(45
)


Goodwill (Note 12)






(78
)


(63
)Intangible assets (Note 13)






(32
)


(21
)Other financial assets (Note 15)


(1
)


(14
)


(7
)


(197
)


(96
)(7
)


(373
)


(132
)TaxTax on exceptional operating items


1



112



17Exceptional tax
    credit(vii)






175



25(6
)


287



42Discontinued
    operations(viii)Gain on disposal of assets (Note 11)Gain on disposal of hotels**






2



Tax credit


2



4



52



6



5(4
)


(80
)


(85
)     *
    Relates to hotels classified as continuing operations.**
    Relates to hotels classified as discontinued operations.   F-49




---



##### Table of Contents



(i)
    An onerous contract provision of $65 million was recognized
    at December 31, 2009 for the future net unavoidable costs
    under the performance guarantee related to certain management
    contracts with one US hotel owner. In addition to the provision,
    a deposit of $26 million was written off as it is no longer
    considered recoverable under the terms of the same management
    contracts.(ii)
    Relates to costs incurred in support of the worldwide relaunch
    of the Holiday Inn brand family that was announced on
    October 24, 2007.(iii)
    Primarily relates to the closure of certain corporate offices
    together with severance costs arising from a review of the
    Groups cost base.(iv)
    Estimate of the amount potentially payable in respect of a prior
    year claim following an unfavorable court judgment on
    February 23, 2011. Any final amount will not be known until
    the court process is complete.(v)
    Related to the payment of enhanced pension transfers to those
    deferred members of the InterContinental Hotels UK Pension Plan
    who had accepted an offer to receive the enhancement either as a
    cash lump sum or as an additional transfer value to an
    alternative pension plan provider. The exceptional item in 2009
    comprised the lump sum payments ($9 million), the IAS 19
    settlement loss arising on the pension transfers
    ($11 million) and the costs of the arrangement
    ($1 million). The payments and transfers were made in
    January 2009.(vi)
    Relates to the gain on sale of an investment in the EMEA region,
    in both 2010 and 2008.(vii)
    Represents the release of provisions of $7 million (2009
    $175 million, 2008 $25 million) which are exceptional
    by reason of their size or nature relating to tax matters which
    had been settled or in respect of which the relevant statutory
    limitation period has expired, together with, in 2010, a $7
    million charge relating to an internal reorganization. This
    charge comprises the recognition of deferred tax assets of
    $24 million for capital losses and other deductible
    amounts, offset by tax charges of $31 million.(viii)
    In 2010, relates to tax refunded relating to the sale of a hotel
    in a prior year. In 2009 and 2008, related to tax arising on
    disposals together with the release of provisions no longer
    required in respect of hotels disposed of in prior years.  Note 6 
    Finance
    costs  Year ended December 31,2010

2009

2008($ million)Financial incomeInterest income


2



2



11Fair value gains






1



12



3



12Financial expensesInterest expense


46



39



95Finance charge payable under finance leases


18



18



1864



57



113      F-50




---



##### Table of Contents



Note 7 
    Tax  Year ended December 31,2010

2009

2008($ million)Income taxUK corporation tax at 28% (2009 28%, 2008 28.5%):Current period


21



26



13Adjustments in respect of prior periods


(29
)


(33
)


(28
)(8
)


(7
)


(15
)Foreign
    tax(i):Current period


122



79



130Benefit of tax reliefs on which no deferred tax previously
    recognized


(13
)


(6
)


(6
)Adjustments in respect of prior
    periods(ii)


(23
)


(246
)


(63
)86



(173
)


61Total current tax


78



(180
)


46Deferred tax:Origination and reversal of temporary differences


47



(73
)


26Changes in tax rates


(2
)


1



(1
)Adjustments to estimated recoverable deferred tax assets


(36
)


1



(4
)Adjustments in respect of prior periods


8



(25
)


(13
)Total deferred tax


17



(96
)


8Total income tax charge/(credit) for the year


95



(276
)


54Further analyzed as tax relating to:Profit before exceptional items


98



15



101Exceptional items (Note 5):Exceptional operating items


(1
)


(112
)


(17
)Exceptional tax
    credit(iii)






(175
)


(25
)Gain on disposal of assets


(2
)


(4
)


(5
)95



(276
)


54The total tax charge/(credit) can be further analyzed as
    relating to:Continuing operations


97



(272
)


59Discontinued operations  gain on disposal of assets


(2
)


(4
)


(5
)95



(276
)


54     (i)
    
    Represents corporate income taxes
    on profit taxable in foreign jurisdictions, a significant
    proportion of which relates to the Groups US subsidiaries.(ii)
    
    Includes $7 million (2009 $165
    million, 2008 $nil) of exceptional releases included at
    (iii) below together with other releases relating to tax
    matters which have been settled or in respect of which the
    relevant statutory limitation period has expired.(iii)
    
    Represents the release of
    provisions of $7 million (2009 $175 million, 2008
    $25 million) which are exceptional by reason of their size
    or nature relating to tax matters which have been settled or in
    respect of which the relevant statutory limitation period has
    expired, together with, in 2010, a $7 million charge relating to
    an internal reorganization. This charge comprises the
    recognition of deferred tax assets of $24 million for
    capital losses and other deductible amounts, offset by tax
    charges of $31 million. F-51




---



##### Table of Contents



Reconciliation
    of tax charge/(credit), including gain on disposal of
    assets
  BeforeexceptionalTotal(i)

items(ii)Year ended December 31,2010

2009

2008

2010

2009

2008(%)UK corporation tax at standard rate


28.0



28.0



28.5



28.0



28.0



28.5Non-deductible expenditure and non-taxable income


4.1



(36.5
)


8.7



4.2



7.4



6.1Net effect of different rates of tax in overseas businesses


9.4



(43.0
)


10.1



9.3



8.7



7.1Effect of changes in tax rates


(0.5
)


(0.3
)


(0.2
)


(0.7
)


0.1



(0.1
)Benefit of tax reliefs on which no deferred tax previously
    recognized


(3.7
)


7.2



(1.7
)


(3.6
)


(1.5
)


(1.2
)Effect of adjustments to estimated recoverable deferred tax
    assets


(9.7
)


5.9



(1.1
)


(2.3
)


(1.2
)


(0.8
)Adjustment to tax charge in respect of prior periods


(11.8
)


185.5



(23.5
)


(9.1
)


(37.6
)


(16.6
)Other






(3.8
)


(0.8
)






0.8



(0.6
)Exceptional items and gain on disposal of assets


9.4



298.3



(2.9
)










25.2



441.3



17.1



25.8



4.7



22.4     (i)
    
    Calculated in relation to total
    profits/losses including exceptional items.(ii)
    
    Calculated in relation to profits
    excluding exceptional items.  Tax
    paid
      Tax
    risks, policies and governance
     F-52




---



##### Table of Contents



Note 8 
    Dividends
    paid and proposed  Year ended December 31,2010

2009

2008

2010

2009

2008(cents per share)

($ million)Paid during the year:Final (declared for previous year)


29.2



29.2



29.2



84



83



86Interim


12.8



12.2



12.2



37



35



3242.0



41.4



41.4



121



118



118Proposed (not recognized as a liability at December 31):Final


35.2



29.2



29.2



101



84



83     Note 9 
    Earnings
    per ordinary share        Year ended December 31,2010

2009

2008Continuing



Continuing



Continuingoperations

Total

operations

Total

operations

TotalBasic earnings per ordinary shareProfit available for equity holders ($ million)


278



280



207



213



257



262Basic weighted average number of ordinary shares (millions)


288



288



285



285



287



287Basic earnings per ordinary share (cents)


96.5



97.2



72.6



74.7



89.5



91.3Diluted earnings per ordinary shareProfit available for equity holders ($ million)


278



280



207



213



257



262Diluted weighted average number of ordinary shares (millions)


296



296



295



295



296



296Diluted earnings per ordinary share (cents)


93.9



94.6



70.2



72.2



86.8



88.5   2010

2009

2008(millions)Diluted weighted average of ordinary shares is calculated as:Basic weighted average number of ordinary shares


288



285



287Dilutive potential ordinary shares  employee share
    options


8



10



9296



295



296   F-53




---



##### Table of Contents



Year ended December 31,2010

2009

2008Continuing



Continuing



Continuingoperations

Total

operations

Total

operations

TotalAdjusted earnings per ordinary shareProfit available for equity holders ($ million)


278



280



207



213



257



262Adjusting items (Note 5):Exceptional operating items ($ million)


7



7



373



373



132



132Tax on exceptional operating items ($ million)


(1
)


(1
)


(112
)


(112
)


(17
)


(17
)Exceptional tax credit ($ million)










(175
)


(175
)


(25
)


(25
)Gain on disposal of assets, net of tax ($ million)






(2
)






(6
)






(5
)Adjusted earnings ($ million)


284



284



293



293



347



347Basic weighted average number of ordinary shares (millions)


288



288



285



285



287



287Adjusted earnings per ordinary share (cents)


98.6



98.6



102.8



102.8



120.9



120.9Adjusted earnings ($ million)


284



284



293



293



347



347Diluted weighted average number of ordinary shares (millions)


296



296



295



295



296



296Adjusted diluted earnings per ordinary share (cents)


95.9



95.9



99.3



99.3



117.2



117.2   Note 10 
    Property,
    plant and equipment  Land

Fixtures,and

fittings andbuildings

equipment

Total($ million)Year ended December 31, 2009Cost:At January 1, 2009


1,366



900



2,266Additions


22



35



57Net transfers from non-current assets classified as held for sale


176



104



280Reclassification


14



(14
)


Disposals






(3
)


(3
)Exchange and other adjustments


44



24



68At December 31, 2009


1,622



1,046



2,668Depreciation and impairment:At January 1, 2009


(100
)


(482
)


(582
)Provided


(11
)


(60
)


(71
)Net transfers from non-current assets classified as held for sale


(44
)


(45
)


(89
)Impairment charge (see below)


(28
)






(28
)Valuation adjustments arising on reclassification from held for
    sale (Note 11)


(28
)


(17
)


(45
)Disposals






2



2Exchange and other adjustments


(1
)


(18
)


(19
)At December 31, 2009


(212
)


(620
)


(832
) F-54




---



##### Table of Contents



Land

Fixtures,and

fittings andbuildings

equipment

Total($ million)Year ended December 31, 2010Cost:At January 1, 2010


1,622



1,046



2,668Additions


24



35



59Net transfers to non-current assets classified as held for sale


(57
)


(55
)


(112
)Disposals


(11
)


(20
)


(31
)Exchange and other adjustments


(30
)


(9
)


(39
)At December 31, 2010


1,548



997



2,545Depreciation and impairment:At January 1, 2010


(212
)


(620
)


(832
)Provided


(11
)


(64
)


(75
)Net transfers to non-current assets classified as held for sale


1



29



30Impairment charge (see below)






(6
)


(6
)Disposals


8



18



26Exchange and other adjustments


1



1



2At December 31, 2010


(213
)


(642
)


(855
)Net book value at December 31, 2010


1,335



355



1,690Net book value at December 31, 2009


1,410



426



1,836Net book value at January 1, 2009


1,266



418



1,684               Note 11 
    Assets
    sold, held for sale and discontinued operations       F-55




---



##### Table of Contents



Year ended December 31,2010

2009

2008($ million)ConsiderationCurrent year disposals:Cash consideration, net of costs paid


109



20



34Management contract value


5







114



20



34Net assets of hotels sold:Property, plant and equipment


(87
)


(22
)


(28
)Cash and cash equivalents










(8
)(87
)


(22
)


(36
)Prior year disposals:Provision release






2



Tax


2



4



5Gain on disposal of assets


29



4



3Analyzed as:Gain/(loss) on disposal of hotel assets from continuing
    operations (Note 5)


27



(2
)


(2
)Gain on disposal of assets from discontinued operations
    (Note 5)


2



6



529



4



3Net cash inflowCurrent year disposals:Cash consideration, net of costs paid


109



20



34Tax


(6
)






(1
)Cash disposed of










(8
)Prior year disposals:Costs paid


(2
)






(1
)Tax


2







(2
)103



20



22   Discontinued
    operations
    Year ended December 31,2010

2009

2008(cents)Earnings per ordinary share from discontinued operationsBasic


0.7



2.1



1.8Diluted


0.7



2.0



1.7    F-56




---



##### Table of Contents



Note 12 
    Goodwill  Year ended December 31,2010

2009($ million)CostAt January 1,


223



206Exchange and other adjustments


10



17At December 31,


233



223ImpairmentAt January 1,


(141
)


(63
)Impairment charge






(78
)At December 31,


(141
)


(141
)Net book value at December 31,


92



82Net book value at January 1,


82



143         Cost

Net book valueAt December 31,2010

2009

2010

2009($ million)Asia Australasia franchised and managed operations


92



82



92



82Americas managed operations


141



141







233



223



92



82   up-to-date
  Asia
    Australasia goodwill
     F-57




---



##### Table of Contents



Americas
    goodwill
    Note 13 
    Intangible
    assets  Management

OtherSoftware

contracts

intangibles

Total($ million)Year ended December 31, 2009Cost:At January 1, 2009


158



220



93



471Additions


24







9



33Disposals










(7
)


(7
)Exchange and other adjustments


3



11



3



17At December 31, 2009


185



231



98



514Amortization and impairment:At January 1, 2009


(81
)


(50
)


(38
)


(169
)Provided


(19
)


(10
)


(9
)


(38
)Impairment charge (see below)






(32
)






(32
)Disposals










5



5Exchange and other adjustments






(4
)


(2
)


(6
)At December 31, 2009


(100
)


(96
)


(44
)


(240
)Year ended December 31, 2010Cost:At January 1, 2010


185



231



98



514Additions


18



5



11



34Disposals


(2
)






(1
)


(3
)Exchange and other adjustments


2



(5
)


1



(2
)At December 31, 2010


203



231



109



543Amortization and impairment:At January 1, 2010


(100
)


(96
)


(44
)


(240
)Provided


(15
)


(10
)


(8
)


(33
)Disposals


2







1



3Exchange and other adjustments


(7
)










(7
)At December 31, 2010


(120
)


(106
)


(51
)


(277
)Net book value at December 31, 2010


83



125



58



266Net book value at December 31, 2009


85



135



54



274Net book value at January 1, 2009


77



170



55



302      F-58




---



##### Table of Contents



Note 14 
    Investment
    in associates    At

AtDecember 31,

December 31,2010

2009($ million)Share of associates statement of financial positionCurrent assets


5



5Non-current assets


62



65Current liabilities


(9
)


(9
)Non-current liabilities


(15
)


(16
)Net assets


43



45Share of associates revenue and profitRevenue


26



31Net loss






(1
)Related party transactionsRevenue from related parties


4



4Amounts owed by related parties


1



2   Note 15 
    Other
    financial assets  At

AtDecember 31,

December 31,2010

2009($ million)Non-currentEquity securities
    available-for-sale


87



66Other


48



64135



130CurrentEquity securities
    available-for-sale






5   Available-for-sale available-for-sale
   F-59




---



##### Table of Contents



Year ended

Year endedDecember 31,

December 31,2010

2009($ million)At January 1,


(25
)


(11
)Provided  exceptional items (Note 5)


(1
)


(14
)At December 31,


(26
)


(25
)   available-for-sale
    Note 16 
    Inventories  At

AtDecember 31,

December 31,2010

2009($ million)Finished goods


2



2Consumable stores


2



24



4   Note 17 
    Trade and
    other receivables  At

AtDecember 31,

December 31,2010

2009($ million)Trade receivables


292



268Other receivables


32



27Prepayments


47



40371



335         At

AtDecember 31,

December 31,2010

2009($ million)Americas


163



158Europe, the Middle East and Africa


98



90Asia Pacific


63



47324



295  F-60




---



##### Table of Contents



At December 31, 2010

At December 31, 2009Gross

Provision

Net

Gross

Provision

Net($ million)Not past due


197



(3
)


194



173



(2
)


171Past due 1 to 30 days


75



(4
)


71



70



(9
)


61Past due 31 to 180 days


66



(9
)


57



80



(19
)


61Past due more than 180 days


44



(42
)


2



57



(55
)


2382



(58
)


324



380



(85
)


295     At

AtDecember 31,

December 31,2010

2009($ million)At January 1,


(85
)


(110
)Provided


(27
)


(34
)Amounts written back


7



3Amounts written off


47



56At December 31,


(58
)


(85
)   Note 18 
    Cash and
    cash equivalents  At

AtDecember 31,

December 31,2010

2009($ million)Cash at bank and in hand


38



23Short-term deposits


40



1778



40     Note 19 
    Trade and
    other payables  At

AtDecember 31,

December 31,2010

2009($ million)CurrentTrade payables


113



99Other tax and social security payable


35



29Other payables


226



278Accruals


348



262722



668Non-currentOther payables


464



408    F-61




---



##### Table of Contents



Note 20 
    Provisions  Onerousmanagementcontracts

Litigation

Total($ million)At January 1, 2009










Provided: exceptional items (Note 5)


65







65At December 31, 2009


65







65Provided:Profit before exceptional items


3







3Exceptional items (Note 5)






22



22Utilized


(58
)






(58
)At December 31, 2010


10



22



32   At

AtDecember 31,

December 31,2010

2009($ million)Analyzed as:Current


30



65Non-current


2



32



65       Note 21 
    Financial
    risk management  Overview
      Market
    risk exposure
   F-62




---



##### Table of Contents



Liquidity
    risk exposure
        Credit
    risk exposure
          Capital
    risk management
   F-63




---



##### Table of Contents



Hedging
  Interest
    rate risk
    Foreign
    currency risk
    Hedge of
    net investment in foreign operations
       F-64




---



##### Table of Contents



Liquidity
    risk
    Less than

Between 1 and

Between 2 and

More than1 year

2 years

5 years

5 years

Total($ million)At December 31, 2010Non-derivative financial liabilities:Secured bank loans


1



5











6£250m 6% bonds


23



23



70



411



527Finance lease obligations


16



16



48



3,348



3,428Unsecured bank loans


201















201Trade and other payables


722



118



137



336



1,313Provisions


30







2







32Derivative financial liabilities:Interest rate swaps


4



1











5Forward foreign exchange contracts


2















2Currency swaps - outflows


26



26



77



441



570Currency swaps - inflows


(23
)


(23
)


(70
)


(411
)


(527
)   Less than

Between 1 and

Between 2 and

More than1 year

2 years

5 years

5 years

Total($ million)At December 31, 2009Non-derivative financial liabilities:Secured bank loans


3



1



5







9£250m 6% bonds


24



24



73



453



574Finance lease obligations


16



16



48



3,364



3,444Unsecured bank loans


512















512Trade and other payables


668



102



120



302



1,192Provisions


65















65Derivative financial liabilities:Interest rate swaps


7



4



1







12Currency swaps - outflows


26



26



77



467



596Currency swaps - inflows


(24
)


(24
)


(73
)


(453
)


(574
)      F-65




---



##### Table of Contents



Credit
    risk
    At

AtDecember 31,

December 31,2010

2009($ million)Equity securities
    available-for-sale


87



71Loans and receivables:Cash and cash equivalents


78



40Other financial assets


48



64Trade and other receivables, excluding prepayments


324



295537



470   Fair
    values
    At December 31, 2010

At December 31, 2009Carrying



Carryingvalue

Fair value

value

Fair value($ million)Financial assetsEquity securities
    available-for-sale*
    (Note 15)


87



87



71



71Loans and receivables:Cash and cash equivalents (Note 18)


78



78



40



40Other financial assets (Note 15)


48



48



64



64Trade and other receivables, excluding prepayments (Note 17)


324



324



295



295Financial liabilities£250 million 6% bonds (Note 22)


(385
)


(404
)


(402
)


(402
)Finance lease obligations (Note 22)


(206
)


(217
)


(204
)


(206
)Other borrowings (Note 22)


(203
)


(203
)


(516
)


(516
)Trade and other payables (Note 19)


(1,186
)


(1,186
)


(1,076
)


(1,076
)Derivatives* (Note 23)


(44
)


(44
)


(20
)


(20
)Provisions (Note 20)


(32
)


(32
)


(65
)


(65
)     *
    
    Financial assets and liabilities
    which are measured at fair value.  available-for-sale
 F-66




---



##### Table of Contents



Fair
    value hierarchy
          At December 31, 2010

At December 31, 2009Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total($ million)AssetsEquity securities
    available-for-sale


3







84



87



2







69



71LiabilitiesDerivatives






(44
)






(44
)






(20
)






(20
)       At

AtDecember 31,

December 31,2010

2009($ million)

($ million)At January 1,


69



68Additions


4



Repaid


(5
)


Valuation gains recognized in other comprehensive income


16



11Impairment*






(10
)At December 31,


84



69     *
    
    The impairment charge recognized in
    the income statement (see Note 5) also includes $1
    million (2009 $4 million) of losses reclassified from
    equity.   F-67




---



##### Table of Contents



Note 22 
    Loans and
    other borrowings  At December 31, 2010

At December 31, 2009Current

Non-current

Total

Current

Non-current

Total($ million)Secured bank loans


1



4



5



3



5



8Finance leases


16



190



206



16



188



204£250 million 6% bonds






385



385







402



402Unsecured bank loans


1



197



198



87



421



508Total borrowings


18



776



794



106



1,016



1,122Denominated in the following currencies:Sterling






385



385







402



402US dollars


16



287



303



103



348



451Euro






100



100







216



216Other


2



4



6



3



50



5318



776



794



106



1,016



1,122   Secured
    bank loans
      Finance
    leases
  99-year
  At December 31, 2010

At December 31, 2009Minimum

Present

Minimum

Presentlease

value of

lease

value ofpayments

payments

payments

payments($ million)Less than one year


16



16



16



16Between one and five years


64



48



64



48More than five years


3,348



142



3,364



1403,428



206



3,444



204Less: amount representing finance charges


(3,222
)






(3,240
)


206



206



204



204     £250 million
    6% bonds
   F-68




---



##### Table of Contents



Unsecured
    bank loans
  30-month
  Facilities
    provided by banks
  At December 31, 2010

At December 31, 2009Utilized

Unutilized

Total

Utilized

Unutilized

Total($ million)Committed


205



1,400



1,605



519



1,174



1,693Uncommitted


1



52



53



3



22



25206



1,452



1,658



522



1,196



1,718   At December 31,2010

2009($ million)Unutilized facilities expire:Within one year


52



22After two but before five years


1,400



1,1741,452



1,196     Note 23 
    Derivative
    financial instruments  At December 31,20092010

restated*($ million)Currency swaps


38



13Interest rate swaps


4



7Forward foreign exchange contracts


2







44



20Analyzed as:Current liabilities


6



7Non-current liabilities


38



1344



20     *
    
    Restated for a $13 million
    reclassification from current liabilities to non-current
    liabilities.   F-69




---



##### Table of Contents



Currency
    swaps
    Interest
    rate swaps
    Forward
    foreign exchange contracts
    Note 24 
    Net
    debt  AtAt

December 31,December 31,

20092010

restated*($ million)Cash and cash equivalents


78



40Loans and other borrowings  current


(18
)


(106
)Loans and other borrowings  non-current


(776
)


(1,016
)Derivatives hedging debt values (Note 23)


(27
)


(10
)Net debt


(743
)


(1,092
)     *
    
    With effect from January 1,
    2010, net debt includes the exchange element of the fair value
    of currency swaps that fix the value of the Groups
    £250 million 6% bonds at $415 million. An equal
    and opposite exchange adjustment on the retranslation of the
    £250 million 6% bonds is included in non-current loans
    and other borrowings. Comparatives have been restated on a
    consistent basis.  F-70




---



##### Table of Contents



Year endedYear ended

December 31,December 31,

20092010

restated*($ million)Movement in net debtNet increase/(decrease) in cash and cash equivalents


51



(44
)Add back cash flows in respect of other components of net debt:Issue of £250m 6% bonds






(411
)Decrease in other borrowings


292



660Decrease in net debt arising from cash flows


343



205Non-cash movements:Finance lease liability


(2
)


(2
)Exchange and other adjustments


8



(22
)Decrease in net debt


349



181Net debt at beginning of the year


(1,092
)


(1,273
)Net debt at end of the year


(743
)


(1,092
)     *
    
    With effect from January 1,
    2010, net debt includes the exchange element of the fair value
    of currency swaps that fix the value of the Groups
    £250 million 6% bonds at $415 million. An equal
    and opposite exchange adjustment on the retranslation of the
    £250 million 6% bonds is included in non-current loans
    and other borrowings. Comparatives have been restated on a
    consistent basis.  Note 25 
    Deferred
    tax  OtherProperty,

Deferred







short-termplant and

gains on



Employee

Intangible

temporaryequipment

loan notes

Losses

benefits

assets

differences

Total($ million)At January 1, 2009


226



142



(141
)


(33
)


28



(101
)


121Income statement


(43
)






6



(1
)


1



(59
)


(96
)Statement of comprehensive income














(1
)










(1
)Statement of changes in equity






















(6
)


(6
)Exchange and other adjustments


6



9



(11
)






2



(1
)


5At December 31, 2009


189



151



(146
)


(35
)


31



(167
)


23Income statement


24



(3
)


(12
)


11



6



(9
)


17Statement of comprehensive income














(22
)






(2
)


(24
)Statement of changes in equity






















(12
)


(12
)Exchange and other adjustments


(8
)


(4
)


8



(1
)


(2
)


(1
)


(8
)At December 31, 2010


205



144



(150
)


(47
)


35



(191
)


(4
)   At

AtDecember 31,

December 31,2010

2009($ million)Analyzed as:Deferred tax assets


(88
)


(95
)Deferred tax liabilities


84



118(4
)


23  F-71




---



##### Table of Contents



Note 26 
    Share-based
    payments  Annual
    Bonus Plan
    Long
    Term Incentive Plan
   F-72




---



##### Table of Contents



Executive
    Share Option Plan
    Sharesave
    Plan
    US
    Employee Stock Purchase Plan
    Former
    Six Continents Share Schemes
   F-73




---



##### Table of Contents



Long TermIncentive PlanNumber of shares awarded in 2010


2,602,773     Long Term2010

Incentive PlanValuation model

Monte CarloSimulation andBinomialWeighted average share price (pence)


1,033.0Expected dividend yield


3.10
%Risk-free interest rate


1.83
%Volatility*


41
%Term (years)


3.0   Annual

Long Term2009

Bonus Plan

Incentive PlanValuation model

Binomial

Monte CarloSimulation andBinomialWeighted average share price (pence)


454.0



612.0Expected dividend yield


4.89
%


5.26
%Risk-free interest rate






2.11
%Volatility*






43
%Term (years)


3.0



3.0   Annual

Long Term2008

Bonus Plan

Incentive PlanValuation model

Binomial

Monte CarloSimulation andBinomialWeighted average share price (pence)


836.0



865.0Expected dividend yield


3.33
%


2.76
%Risk-free interest rate






4.78
%Volatility*






30
%Term (years)


3.0



3.0     *
    
    The expected volatility was
    determined by calculating the historical volatility of the
    Companys share price corresponding to the expected life of
    the share award. F-74




---



##### Table of Contents



Annual

Long TermBonus Plan

Incentive PlanNumber of shares

Number of shares(thousands)Outstanding at January 1, 2008


1,104



11,463Granted


662



5,061Vested


(472
)


(2,752
)Lapsed or canceled


(5
)


(2,619
)Outstanding at December 31, 2008


1,289



11,153Granted


1,059



5,755Vested


(434
)


(3,124
)Lapsed or canceled


(60
)


(1,518
)Outstanding at December 31, 2009


1,854



12,266Granted






2,603Vested


(580
)


(1,500
)Lapsed or canceled






(2,027
)Outstanding at December 31, 2010


1,274



11,342Fair value of awards granted during the year (cents)At December 31, 2010


n/a
*


1,181.9At December 31, 2009


735.6



414.1At December 31, 2008


1,436.0



870.4Weighted average remaining contract life (years)At December 31, 2010


0.7



1.0At December 31, 2009


1.3



1.3At December 31, 2008


1.6



1.2     *
    
    No awards were granted during the
    year.    F-75




---



##### Table of Contents



Sharesave Plan

Executive Share Option PlanWeighted





WeightedNumber of

Range of

average

Number of

Range of

averageshares

option prices

option price

shares

option prices

option price(thousands)

(pence)

(pence)

(thousands)

(pence)

(pence)Outstanding at January 1, 2008


57



420.5



420.5



8,194



308.5-619.8



487.4Exercised


(3
)


420.5



420.5



(353
)


434.2-619.8



543.6Lapsed or canceled


(5
)


420.5



420.5



(206
)


349.1-593.2



431.3Outstanding at December 31, 2008


49



420.5



420.5



7,635



308.5-619.8



486.3Exercised


(48
)


420.5



420.5



(1,518
)


308.5-619.8



496.2Lapsed or canceled


(1
)


420.5



420.5



(247
)


438.0-619.8



509.9Outstanding at December 31, 2009














5,870



308.5-619.8



482.8Exercised














(2,497
)


349.1-619.8



478.6Lapsed or canceled














(82
)


349.1



349.1Outstanding at December 31, 2010














3,291



308.5-619.8



489.3Options exercisableAt December 31, 2010














3,291



308.5-619.8



489.3At December 31, 2009














5,870



308.5-619.8



482.8At December 31, 2008














7,635



308.5-619.8



486.3         Options outstanding and exercisableWeightedaverage

WeightedNumber

remaining

averageoutstanding

contract life

option price(thousands)

(years)

(pence)Range of exercise prices (pence)Executive Share Option Plan308.5


12



1.8



308.5422.8 to 494.2


2,676



2.4



460.7619.8


603



4.3



619.83,291



2.7



489.3  F-76




---



##### Table of Contents



Note 27 
    Operating
    leases      At

AtDecember 31,

December 31,2010

2009($ million)Due within one year


50



51One to two years


40



44Two to three years


36



38Three to four years


31



37Four to five years


25



30More than five years


323



309505



509         Note 28 
    Capital
    and other commitments  At

AtDecember 31,

December 31,2010

2009($ million)Contracts placed for expenditure on property, plant and
    equipment and intangible assets not provided for in the
    Consolidated Financial Statements


14



9   Note 29 
    Contingencies  At

AtDecember 31,

December 31,2010

2009($ million)Contingent liabilities not provided for in the Consolidated
    Financial Statements


1



16          F-77




---



##### Table of Contents



Note 30 
    Related
    party disclosures    Year ended December 31,2010

2009

2008($ million)Total compensation of key management personnelShort-term employment benefits


13.6



9.8



18.4Post-employment benefits


0.6



0.6



0.7Termination benefits






0.8



Equity compensation benefits


9.4



9.5



12.823.6



20.7



31.9     Note 31 
    System
    Fund  page F-21.
    Year ended December 31,2010

2009

2008($ million)Income:*Assessment fees and contributions received from hotels


944



875



914Proceeds from sale of Priority Club Rewards points


106



133



76Key elements of expenditure:*Marketing


170



165



211Priority Club


250



210



212Payroll costs


167



152



155Net (deficit)/surplus for the year*


(51
)


43



10Interest payable to the Fund


2



2



12     *
    
    Not included in the Consolidated
    income statement in accordance with the Groups accounting
    policies.      Year ended December 31,2010

2009

2008($ million)Cumulative short-term net surplus


20



71



28Loyalty program liability


531



470



471551



541



499    F-78




---



##### Table of Contents



INTERCONTINENTAL
    HOTELS GROUP PLC
  SCHEDULE II
  VALUATION
    AND QUALIFYING ACCOUNTS
  AdditionsBalance at

charged to





Balance atbeginning

costs and

Exchange



end ofof period

expenses

differences

Deductions

period($ million)Year ended December 31, 2010Provisions for bad and doubtful debts


85



27







(54
)


58Year ended December 31, 2009Provisions for bad and doubtful debts


110



34







(59
)


85Year ended December 31, 2008Provisions for bad and doubtful debts


96



28







(14
)


110  S-1




---



##### Table of Contents



SIGNATURES
  Form 20-F
  
  By:
    /s/  Richard
    Solomons   Title:
    Chief Financial Officer