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245<br />

New Services: Pro forma Financial Statements and Notes<br />

December, 31, 2009<br />

‐ The additional costs of setting up the new organization, including the cost of a certain number of corporate functions that<br />

will be taken over in full by New Services. These functions are currently performed at the level of the Accor Group and are<br />

therefore not reflected in New Services’ historical combined financial statements.<br />

They include:<br />

• Support services, mainly in the areas of accounting, consolidation, reporting, internal, external and financial<br />

communications, internal audit, cash management, legal and tax affairs and human resources.<br />

• The creation of a Board of Directors for the new company and the related costs.<br />

The additional costs generated by the new organization are estimated at approximately €10 million in 2007, €8 million in<br />

2008 and €5 million in 2009.<br />

They have been determined on the basis of internal estimates that take account of corporate costs already recognized in<br />

the historical combined financial statements. These historical costs, which increased steadily over the three years<br />

presented, have been deducted from the pro forma adjustments recorded in each of these years.<br />

No account has been taken of any additional costs resulting from the loss of economies of scale (such as higher<br />

purchasing costs due to the fact that purchases are no longer centralized at Accor Group level).<br />

- The revenue that will be generated from the billing of costs and fees by Accor to New Services Holding under the service<br />

agreements that the two groups plan to sign.<br />

Based on internal estimates, the revenue from these billings is expected to amount to €0.8 million for each of the three<br />

years, representing a reduction in recurring costs.<br />

‐ The tax savings generated by the pro forma adjustments described above for each period, estimated at the tax rate in<br />

force in the country concerned.<br />

The reduction in income tax expense arising from the pro forma adjustments is estimated at approximately €29 million in<br />

2007, €25 million in 2008 and €21 million in 2009.<br />

No account has been taken of any tax costs that may result from the exit of New Services entities from the French tax<br />

group, or of any tax savings that may arise from the creation of new local tax groups within the New Services group.<br />

These pro forma adjustments have been prepared on the basis of estimates and assumptions determined by Group management<br />

and therefore cannot and do not reflect the results of future negotiations. Moreover, they cannot and do not take into account<br />

the effects of any subsequent decisions by the Group’s administrative, management or supervisory bodies concerning share‐<br />

based payments or components of management compensation. As a result, these additional recurring costs are not necessarily<br />

representative of the costs that would have been incurred in 2007, 2008 and 2009 based on the specific trading and market<br />

conditions prevailing in each of these three years.<br />

b. Pro forma adjustments to the balance sheets<br />

b.1 Net debt<br />

The pro forma balance sheets for each of the three years presented include the net debt allocated to New Services as part of the<br />

reallocation of Accor Group debt, based on the amount thereof at December 31, 2009. The amount of €2,228 million at January<br />

1, 2007 has been included on an identical basis in pro forma net debt for each of the three years presented. The historical<br />

combined financial statements for each of these years include existing debt, which takes into account the impact on debt of the<br />

legal restructuring of the Hotels business in favor of New Services Holding during 2007 (€85 million), 2008 (€306 million) and<br />

2009 (€392 million).

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