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Changes in Equity A. At December 31, 2007 Changes in Historical Combined Equity Total Equity January 1st, 2007 Total comprehensive Income Effect of changes in scope of combination New Services: Pro forma Financial Statements and Notes December, 31, 2009 Dividends paid Other Total Equity December 31, 2007 679 206 190 (149) 6 932 Pro forma adjustments (2 134) (72) 71 - - (2 135) Changes in Pro forma Equity B. At December 31, 2008 Changes in Historical Combined Equity (1 455) 134 261 (149) 6 (1 203) Total Equity January 1st, 2008 Total comprehensive Income Effect of changes in scope of combination Dividends paid Other Total Equity December 31, 2008 932 179 (245) (176) 1 691 Pro forma adjustments (2 135) (60) 367 - - (1 828) Changes in Pro forma Equity C. At December 31, 2009 Changes in Historical Combined Equity (1 203) 119 122 (176) 1 (1 137) Total Equity January 1st, 2009 Total comprehensive Income Effect of changes in scope of combination Dividends paid Other Total Equity December 31, 2009 691 82 (367) (165) 9 250 Pro forma adjustments (1 828) (68) 459 - - (1 437) Changes in Pro forma Equity (1 137) 14 92 (165) 9 (1 187) 258
Notes to the Pro forma Financial Statements Note 1. Summary of Significant Accounting Policies New Services: Pro forma Financial Statements and Notes December, 31, 2009 The pro forma financial statements have been prepared in a format that is compatible with the accounting policies and methods that New Services will apply in its next financial statements. General framework As required by European Commission regulation 1606/2002/EC dated July 19, 2002, the “Basis of Preparation” note above, which should be read in conjunction with the same note on the historical combined financial statements, describes how the International Financial reporting Standards (IFRSs) adopted by the European Union have been applied for the preparation of the historical combined financial statements and the pro forma financial statements at December 31, 2009. These pro forma financial statements include comparative financial information for 2008 and 2007, prepared in accordance with the same combination principles and conventions and the same standards. New Services has prepared its financial statements for the year ended December 31, 2009 in accordance with IFRS 1 – First‐Time Adoption of International Financial Reporting Standards. When, as in the case of New Services, a subsidiary becomes a first‐time adopter after its parent, IFRS 1 stipulates that the carrying amounts of its assets and liabilities should be the same in both its own opening IFRS balance sheet and in its parent's consolidated balance sheet (except for adjustments for consolidation procedures). Alternatively, the subsidiary may measure all its assets or liabilities based on its own date of transition to IFRSs. In this latter case, the options applied by the subsidiary under IFRS 1 may be different from those applied by its parent. New Services has chosen to prepare its opening IFRS financial statements based on the carrying amounts of its assets and liabilities in Accor's consolidated balance sheet (except for adjustments for consolidation procedures). Consequently, New Services has selected the same options under IFRS 1 as those applied by the Accor Group. The following transitional provisions of IFRS 1 have been applied on first‐time adoption of IFRSs: o Business combinations: Business combinations recorded prior to January 1, 2004 – the date of the Accor Group's transition to IFRS – have not been restated. o Cumulative translation differences: New Services' cumulative translation differences were reset to zero by adjusting retained earnings in the Accor Group's opening balance sheet at the IFRS transition date. Consequently, the translation reserve included in equity corresponds to cumulative translation differences for the period from January 1, 2004. o Financial instruments: New Services' financial instruments were designated as either financial assets at fair value through profit or loss or available‐for‐sale financial assets at the date of the Accor Group's transition to IFRS. The following exemptions from other IFRSs were not applied in the opening balance sheet at the IFRS transition date: o Property, plant and equipment and intangible assets were not measured at fair value at the transition date. o IFRS 2 was not applied to equity instruments granted before November 7, 2002 or to equity instruments granted after November 7, 2002 that had not vested at January 1, 2005. Currently applicable standards, amendments and interpretations At December 31, 2009, the accounting standards and interpretations adopted by the European Union were the same as International Financial Reporting Standards (including IFRSs, IASs and SIC and IFRIC Interpretations) published by the International Accounting Standards Board (“IASB”) and applicable at that date, with the exception of: o IAS 39, which was only partially adopted. o IFRIC 12 – Service Concession Arrangements, which is applicable for annual periods beginning after March 29, 2009. o IFRIC 15 – Agreements for the Construction of Real Estate, which is applicable for annual periods beginning after December 31, 2009. o IFRIC 16 – Hedge of a Net Investment in a Foreign Operation, which is applicable for annual periods beginning after June 30, 2009. o IFRIC 18 – Transfers of Assets from Customers, which is applicable for annual periods beginning after October 31, 2009. These differences between the standards and interpretations published by the IASB and those adopted by the European Union do not have a material impact on New Services' financial statements because application of this Standard and these 259
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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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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
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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 and 262: B. At December 31, 2008 (in € mil
Page 263 and 264: Cash Flows Statements A. At Decembe
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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
Page 313 and 314: Note 19.C Financial instruments 1.
Page 315 and 316: 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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