ADECCO INTERNATIONAL FINANCIAL SERVICES B.V.

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CONTENTSPageRisk Factors 5Documents incorporated by Reference 12Terms and Conditions of the Floating Rate Notes 13Terms and Conditions of the Fixed Rate Notes 28Summary of Provisions relating to the Notes while represented by the Global Notes 41Use of Proceeds 44Description of the Issuer 45Description of the Guarantor 46Taxation 54Subscription and Sale 58General Information 60Financial Information F-1Description of Differences Between IFRS and US GAAPF-A4
RISK FACTORSIn making an investment decision, potential investors should carefully consider the merits and risks ofan investment in the Notes. Each of the Issuer and the Guarantor believes that the following factorsmay affect its ability to fulfil its obligations under the Notes. Most of these factors are contingencieswhich may or may not occur and neither the Issuer nor the Guarantor is in a position to express a viewon the likelihood of any such contingency occurring.In addition, factors which are material for the purpose of assessing the market risks associated with theNotes are also described below.Each of the Issuer and the Guarantor believes that the factors described below represent the principalrisks inherent in investing in the Notes, but the inability of the Issuer or the Guarantor to pay interest,principal or other amounts on or in connection with the Notes may occur for other reasons and neitherthe Issuer nor the Guarantor represents that the statements below regarding the risks of holding theNotes are exhaustive. Prospective investors should also read the detailed information set outelsewhere in this Offering Circular and reach their own views prior to making any investment decision.Factors that may affect the Issuer's ability to fulfil its obligations under the NotesThe Issuer's principal purpose is to provide funding, through the international capital markets, to thesubsidiaries of the Guarantor outside of Switzerland. Therefore, the Issuer's ability to fulfil itsobligations under the Notes is entirely dependent on the performance of the Guarantor and itssubsidiaries, as a result of which the risk factor analysis set out below is mostly meaningful for andfocused on the Guarantor and its subsidiaries.Factors that may affect the Guarantor's ability to fulfil its obligations under the GuaranteeIn an economic downturn, companies may use fewer temporary employees, which couldmaterially adversely affect the Company.Demand for personnel services is sensitive to changes in the level of economic activity. For example,when economic activity begins to increase, temporary employees are often added before full-timeemployees are hired. During expansions, there is also increased competition among temporaryservices firms for qualified temporary personnel. As economic activity slows, companies tend to reducetheir use of temporary employees before undertaking layoffs of their regular employees, resulting indecreased demand for temporary personnel. A significant economic downturn, particularly in France orNorth America where the Company collectively derived 54% of its 2005 revenues, could have amaterial adverse effect on the Company's results of operations, financial condition or liquidity.The worldwide staffing services market is highly competitive with few barriers to entry,potentially limiting the Company's ability to maintain or increase its market share or margins.The worldwide staffing services market is highly fragmented and competitive with few barriers to entry.The Company competes on a local and national basis in markets throughout North America, Europe,Australia, Asia and Latin America with full-service and specialised temporary service agencies.Moreover, there is also some competition from internet-based sources. While the majority of theCompany's competitors are significantly smaller than the Company, several competitors havesubstantial marketing and financial resources. Price competition in the staffing industry is significant,for the provision of office clerical and light industrial personnel in particular, and pricing pressure fromcompetitors and customers is increasing. The Company expects that the level of competition willremain high in the future, which could limit the Company's ability to maintain or increase its marketshare or margins.5
Page 1 and 2: ADECCO INTERNATIONAL FINANCIAL SERV
Page 3: All references in this document to
Page 7 and 8: states will initiate similar review
Page 9 and 10: Jacobs, Lavinia Jacobs, Nicolas Jac
Page 11 and 12: currency unit (the Investor's Curre
Page 13 and 14: TERMS AND CONDITIONS OF THE FLOATIN
Page 15 and 16: Agent Bank with the rate at which d
Page 17 and 18: 5. Guarantee and Status of the Guar
Page 19 and 20: (e) Payment on a Presentation DateA
Page 21 and 22: capital of the Guarantor. For the p
Page 23 and 24: prior to its stated maturity as a r
Page 25 and 26: 10. PrescriptionNotes and Coupons w
Page 27 and 28: 15. Further issuesThe Issuer may fr
Page 29 and 30: 3. Negative PledgeSo long as any No
Page 31 and 32: Guarantor, as the case may be, beco
Page 33 and 34: the Trustee becoming so aware (the
Page 35 and 36: (d) PurchasesThe Issuer, the Guaran
Page 37 and 38: provided that:(i)for the purposes o
Page 39 and 40: (c)SubstitutionThe Trust Deed conta
Page 41 and 42: SUMMARY OF PROVISIONS RELATING TO T
Page 43 and 44: Luxembourg (which may include notic
Page 45 and 46: Adecco International Financial Serv
Page 47 and 48: incurred and the net difference bet
Page 49 and 50: eporting delay reduced operating in
Page 51 and 52: Board of DirectorsAs of the date of
Page 53 and 54: Employment-related claims and costs
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(verbonden lichaam); and (ii) the N
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purchase price or the sale proceeds
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ItalyThe offering of the Notes has
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unemployment tax reviews, and (iii)
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Adecco Group - Consolidated balance
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Adecco Group - Consolidated stateme
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In EURAdecco Group - Consolidated s
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Adecco Group - Notes to consolidate
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Income taxesAdecco Group - Notes to
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Fair value hedgesAdecco Group - Not
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DESCRIPTION OF DIFFERENCES BETWEEN
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(c)Intercompany transfers: U.S. GAA
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ADECCO INTERNATIONAL FINANCIAL SERVICES B.V.

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