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Note 4. Operating Expenses (in € millions) New Services: Pro forma Financial Statements and Notes December, 31, 2009 2007 2008 2009 Employee benefits expense (1) (208) (249) (248) Other operating expenses (2) (284) (301) (291) TOTAL OPERATING EXPENSES (492) (550) (539) (1) Average employee benefits expense per full‐time equivalent employee is presented below: Full-time equivalent employees 2007 2008 2009 Full-time equivalent employees (FTE) (*) 5 031 5 723 5 835 Average employee benefits expense per FTE (€ thousands) (41) (44) (43) (*) Full‐time equivalent employees are calculated based on the ratio between the number of hours worked during the period and the total legal working hours for the period. For proportionally combined companies, employee numbers are prorated based on the Group’s interest in the company’s capital. (2) Other operating expenses consist mainly of information systems, marketing, advertising and promotional costs. The total also includes various fee payments and rental expenses. 280
Note 5. EBITDA by Geographic Segment (in € millions) 2007 2008 2009 France 51 59 54 Rest of Europe 163 178 150 Latin America & Caribbean 154 177 167 Rest of the world 13 16 15 Worldwide Structures (1) (36) (34) (23) TOTAL EBITDA 345 396 363 New Services: Pro forma Financial Statements and Notes December, 31, 2009 (1) "Worldwide Structures" correspond to entities whose revenue and costs are not specific to a single geographic segment. EBITDA for 2009 totaled €363 million compared with €396 million the previous year, representing a decrease of €33 million. The decrease breaks down as follows: organic growth(*) +2 €m +0,6% changes in combination scope (7) €m (1,8)% currency effect (28) €m (7,1)% Decrease in 2009 EBITDA (33) €m (8,3)% (*) Of which the impact of changes in financial revenue for €(19) million. Change in 2009 EBITDA by geographic segment 2009 vs 2008 2009 vs 2008 Reported Like-for-like €m €m % France (5) (4) (7,2)% Rest of Europe (28) (20) (11,1)% Latin America & Caribbean (10) +16 +8,9% Rest of the world (1) +1 +7,9% Worldwide Structures +11 +9 (22,5)% Group Total (33) +2 +0,6% 281
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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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Note 17. Minority Interests (in €
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Note 19. Financial debt by Currency
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Note 20. Net Debt and Net Cash (in
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At December 31, 2008, financial ass
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Note 22. Provisions New Services: H
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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 221 New Servic
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Note 26. Balance sheets by geograph
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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
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: 3.3.2 Other operating revenue by ge
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
Page 317 and 318: - Length‐of‐service awards in I
Page 319 and 320: Funded status of post‐employment
Page 321 and 322: Sensitivity analysis 313 New Servic
Page 323 and 324: New Services: Pro forma Financial S
Page 325 and 326: Note 25. Balance sheets by geograph
Page 327 and 328: Note 26. Claims and Litigation Tax
Page 329 and 330: Note 28. Additional Information abo
Page 331 and 332: Note 30. Compensation Paid to Corpo
Page 333 and 334: Note 32. Subsequent Events There ha
Page 335 and 336: 10.2.2 Statutory auditor’s report
Page 337 and 338: 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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