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C. At December 31, 2009 (in € millions) GOODWILL 557 - INTANGIBLE ASSETS 99 - PROPERTY, PLANT AND EQUIPMENT 37 - Other non-current financial assets 3 - NON-CURRENT FINANCIAL ASSETS 3 - New Services: Pro forma Financial Statements and Notes December, 31, 2009 Deferred tax assets 24 4 28 TOTAL NON-CURRENT ASSETS 720 4 724 Trade receivables 894 - 894 Inventories and other receivables and accruals 251 10 261 Restricted cash 565 - Short-term loans 1 044 (1 044) - Marketable securities 754 468 1 222 Cash and cash equivalents 41 - 41 TOTAL CURRENT ASSETS 3 549 (566) 2 983 TOTAL ASSETS 4 269 (562) 3 707 (in € millions) Share capital - 451 451 Combined retained earnings 207 (1 818) (1 611) Cumulative compensation costs - share-based payments 6 - 6 Cumulative fair value adjustments to financial instruments - - - Cumulative actuarial gains (losses) on defined benefit plans (1) - (1) Currency translation reserve 8 - 8 Net profit, Group share 11 (68) (57) SHAREHOLDERS' EQUITY, GROUP SHARE 231 (1 435) (1 204) Minority interests 19 (2) 17 TOTAL EQUITY 250 (1 437) (1 187) Long-term financial debt 15 1 500 1 515 Deferred tax liabilities 62 - 62 Long-term provisions 16 - 16 TOTAL NON-CURRENT LIABILITIES 343 63 406 Short-term provisions 59 4 63 Short-term financial debt 641 (631) 10 Vouchers in circulation 2 883 - 2 883 Trade payables 140 - 140 Other payables and income tax payable 162 2 164 Bank overdrafts 41 - TOTAL CURRENT LIABILITIES 3 926 (625) 3 301 TOTAL EQUITY AND LIABILITIES 4 269 (562) 3 707 254 Historical Combined Balance Sheet December 31, 2009 Historical Combined Balance Sheet December 31, 2009 Pro forma adjustments Pro forma adjustments Pro forma Combined Balance Sheet December 31, 2009 557 99 37 3 3 565 Pro forma Combined Balance Sheet December 31, 2009 41
Cash Flows Statements A. At December 31, 2007 (in € millions) New Services: Pro forma Financial Statements and Notes December, 31, 2009 + EBITDA 355 (10) 345 - Net financial expenses (1) (91) (92) - Income tax paid (108) 30 (78) - Elimination of non-cash revenue and expenses included in EBITDA 2 - 2 - Elimination of provision movements included in net financial expense, income tax expense and nonrecurring taxes (11) - (11) = Funds from ordinary activities 237 (71) 166 + Decrease (increase) in working capital 189 - 189 + Recurring decrease (increase) in restricted cash (19) - (19) = Net cash from operating activities 407 (71) 336 + Non-recurring gains (losses) (including restructuring costs and tax on non-recurring items) (5) - + Non-recurring decrease (increase) in restricted cash (*) - - = Net cash from (used in) operating activities including non-recurring transactions (A) 402 (71) 331 - Recurring expenditure (18) - - Development expenditure (125) - + Proceeds from disposals of assets 8 - = Net cash from (used in) investing activities (B) (135) - (135) + Minority interests in share issues by subsidiaries 4 - 4 - Dividends paid (149) 1 (148) - Repayment of long-term debt (1) - + Proceeds from issue of long-term debt 1 - = Increase (Decrease) in long-term debt - - + Increase (Decrease) in short-term debt (213) - + Technical demerger impact 273 - 273 + Impact on equity of transfers between the Hospitality and New Services businesses (80) 71 (9) + Impact on short-term debt of transfers between the Hospitality and New Services businesses 16 - 16 = Impact of the demerger and inter-business transfers 209 71 280 = Net cash from (used in) financing activities (C) (149) 72 (77) - Effect of changes in foreign exchange rates (D) (40) 0 (40) = Net increase (decrease) in cash and cash equivalents (E) = (A) + (B) + (C) + (D) 78 1 79 + Cash and cash equivalents at beginning of period 598 435 1 033 - Cash and cash equivalents at end of period 676 436 1 112 = Net change in cash and cash equivalents 78 1 79 (*) Reclassification from cash and cash equivalents to restricted cash 255 Historical Combined Statement of Cash Flows 2007 Pro forma Adjustments Pro forma Statement of Cash Flows 2007 (5) - (18) (125) 8 (1) 1 - (213)
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Free translation for information pu
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TABLE OF CONTENTS (continued) ii Pa
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TABLE OF CONTENTS (continued) iv Pa
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TABLE OF CONTENTS (continued) vi Pa
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SUMMARY OF THE PROSPECTUS Visa n°
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Key figures from the pro forma inco
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• The products of the employee an
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Number of shares 7 Percentage of sh
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Between the time the customers pay
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• PrePay Solutions (a joint‐ven
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specific, it is unlikely that any f
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The Company also benefits from its
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1.3 Strategy As an independent comp
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media to suit products and customer
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Through the development of these va
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Issue volume growth is at the cente
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1.5 Group products and services 1.5
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The following chart shows the relat
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(b) Products Tickets Restaurant ®
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The following table gives an overvi
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Expense management New Services pro
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• gift vouchers for businesses an
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The table below shows the geographi
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elations given its flexibility and
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When affiliated merchants accept vo
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1.10 Competition 1.10.1 The employe
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1.10.2.3 Growth potential As with t
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free benefit in kind. This tax bene
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Restaurant ® beneficiaries secure
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Key figures from the pro forma inco
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- breakage revenues from vouchers t
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A reconciliation between the histor
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2.4.1.2 Issue volume by business li
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The proportion of operating revenue
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esulting from the acquisition of Pr
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Global structures (1) 0 2 n.s. n.s.
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The Group’s working capital requi
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2.6.4 Working capital requirements
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The Club Deal and the Bilateral Lin
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2.8.1.1 Europe In the first quarter
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(in millions of euros) 73 Pro forma
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Competition The Group’s various b
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Development of performance products
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In the past, a large proportion of
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company, which can be subject to fl
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These values impact the day‐to‐
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4.1.2.1 Partners in education For t
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o Locally, each subsidiary consider
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On a global scale, the Bernaches: S
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o Senior support individuals who at
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Workforce Total number of employees
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European FOOD (Fighting Obesity thr
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GREENHOUSE GASES 4.2.2.4 Greenhouse
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Since 2006, an international employ
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In the event that the Company’s s
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Information of the Board of Directo
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If the Board decides to combine the
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• validating the categories of ad
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Organization of work defines and i
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In addition, without prejudice to t
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The table below is a summary of the
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shareholders (other than Accor itse
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indirectly) from a loan extended by
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• become “pure players”, list
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The Company will publish a press re
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Accordingly, as consideration for t
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(c) Calculation of the contributed
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6.3.4.3 Mechanics of the Spinoff Th
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(f) Impact on the calculation of th
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SECTION 7 ‐ INFORMATION ABOUT THE
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of the Company, in respect of share
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Throughout the subscription period,
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Because the Company’s shares are
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connection with their action in con
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Resolution Purpose of the resolutio
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“We certify, after taking all rea
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9.7 Cross‐reference table for inf
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No. Item in the Regulation Section(
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No. Item in the Regulation Section(
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No. Heading in the Regulation Secti
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No. Heading in the Regulation Secti
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SECTION 10 FINANCIAL STATEMENTS 10.
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New Services: Historical Combined F
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Equity and Liabilities (in € mill
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Changes in Historical Combined Equi
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163 New Services: Historical Combin
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Preparation of the financial statem
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S.8. OPERATING PROFIT BEFORE TAX AN
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Note 2. Significant Events and Chan
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New Services: Historical Combined F
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Note 3.3. Operating revenue by geog
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Note 4. Operating Expenses (in €
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Note 6. Depreciation, Amortization
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Note 8. Net financial expense (in
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Note 10. Income Tax Note 10.1. Inco
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Note 10.3. Details of recognized de
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Changes in the carrying amount of g
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The following intangible assets are
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Note 14. Receivables and Payables N
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Note 15. Share‐based payments Not
Page 211 and 212: New Services: Historical Combined F
Page 213 and 214: 205 New Services: Historical Combin
Page 215 and 216: Note 17. Minority Interests (in €
Page 217 and 218: Note 19. Financial debt by Currency
Page 219 and 220: Note 20. Net Debt and Net Cash (in
Page 221 and 222: At December 31, 2008, financial ass
Page 223 and 224: Note 22. Provisions New Services: H
Page 225 and 226: - Length‐of‐service awards in I
Page 227 and 228: Funded status of post‐employment
Page 229 and 230: Sensitivity analysis 221 New Servic
Page 231 and 232: New Services: Historical Combined F
Page 233 and 234: Note 26. Balance sheets by geograph
Page 235 and 236: Note 27. Claims and Litigation Tax
Page 237 and 238: Note 29. Additional Information abo
Page 239 and 240: Note 31. Compensation Paid to Corpo
Page 241 and 242: Note 33. Subsequent Events There ha
Page 243 and 244: 10.1.2 Statutory auditor’s report
Page 245 and 246: Pro forma Income Statements New Ser
Page 247 and 248: Pro forma Balance Sheets Assets (in
Page 249 and 250: Pro forma Cash Flows Statements New
Page 251 and 252: Key Ratios and Indicators New Servi
Page 253 and 254: 245 New Services: Pro forma Financi
Page 255 and 256: .2. Equity 247 New Services: Pro fo
Page 257 and 258: B. At December 31, 2008 (in € mil
Page 259 and 260: Statements of Comprehensive Income
Page 261: B. At December 31, 2008 (in € mil
Page 265 and 266: C. At December 31, 2009 (in € mil
Page 267 and 268: Notes to the Pro forma Financial St
Page 273 and 274: D.4. RECOVERABLE AMOUNT OF ASSETS 2
Page 275 and 276: K. Pensions and other post‐employ
Page 277 and 278: The fair value of the employee bene
Page 279 and 280: For all of these products, recogniz
Page 281 and 282: U. Segment Information New Services
Page 285 and 286: Note 3.2. Total revenue Total reven
Page 287 and 288: 3.3.2 Other operating revenue by ge
Page 289 and 290: Note 5. EBITDA by Geographic Segmen
Page 291 and 292: Note 7. EBIT by Geographic Segment
Page 293 and 294: Note 9. Non‐recurring income and
Page 295 and 296: Note 10.2. Effective tax rate New S
Page 297 and 298: Note 11. Goodwill (in € millions)
Page 299 and 300: Note 12. Intangible Assets New Serv
Page 301 and 302: Note 13. Property, Plant and Equipm
Page 303 and 304: Note 14.4. Receivables and payables
Page 305 and 306: New Services: Pro forma Financial S
Page 307 and 308: Employee Stock Ownership Plan 299 N
Page 309 and 310: Note 16. Cumulative Fair Value Adju
Page 311 and 312: Note 18. Comprehensive Income Tax o
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Note 19.C Financial instruments 1.
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Note 21. Provisions New Services: P
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- Length‐of‐service awards in I
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Funded status of post‐employment
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Sensitivity analysis 313 New Servic
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New Services: Pro forma Financial S
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Note 25. Balance sheets by geograph
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Note 26. Claims and Litigation Tax
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Note 28. Additional Information abo
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Note 30. Compensation Paid to Corpo
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Note 32. Subsequent Events There ha
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10.2.2 Statutory auditor’s report
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ANNEX A - STATUTORY AUDITORS’ REP
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appropriate, as well as analyze the
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The ACCOR S.A. shares are listed on
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Furthermore, as of the date of this
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The contribution of assets will als
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Provisions for risks ..............
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The new shares will be entirely fun
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o the execution of a term loan agre
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are judged appropriate. In particul
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Within the context of the transacti
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ANNEX B - STATUTORY APPRAISERS’ R
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Our report is organized as follows:
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- All civil, commercial, industrial
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1.2. Description of the transaction
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Finally, the contributed net assets
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Provisions for risks...............
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- the contribution of assets will b
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2. WORK PERFORMED AND ASSESSMENT OF
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c. we have reviewed the financial s
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2.2.1.2. Separation The ACCOR group
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i.e., €1,099,185 thousand, repres
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