SECTION 1 -

More documents

Recommendations

Info

Note 15. Share‐based payments Note 15.1 Earnings per share New Services: Pro forma Financial Statements and Notes December, 31, 2009 The average number of shares used to calculate earnings per share for the three years presented corresponds to the number of shares resulting from applying the one‐for‐one exchange ratio to the number of Accor SA shares outstanding at December 31, 2009 (225,458,199 shares). Diluted earnings per share is the same as earnings per share as no dilutive instruments have been issued by New Services. The stock option plans and performance share plans described below have Accor shares as their underlying. These plans will continue to relate to Accor S.A. and New Services shares will not be substituted for Accor S.A. shares as the underlying. Note 15.2. Accor Stock option plans granted to New Services employees Description of the main Accor stock option plans granted to New Services employees The following table provides details of stock options outstanding at December 31, 2009 and options that expired or were cancelled during the period. Grant date Life of plan Number of options granted to New Services employees Plan 5 January 4, 2001 8 years 160 000 Plan 6 January 8, 2002 8 years 215 700 Plan 7 (*) July 12, 2002 7 years 31 641 Plan 8 January 3, 2003 8 years 4 900 Plan 9 January 7, 2004 8 years 121 100 Plan 10 (*) July 9, 2004 8 years 31 339 Plan 11 January 12, 2005 7 years 87 200 Plan 12 January 9, 2006 7 years 133 700 Plan 13 March 24, 2006 7 years 51 600 Plan 14 March 22, 2007 7 years 161 645 Plan 15 May 14, 2007 7 years 12 500 Plan 16 (*) September 13, 2007 8 years 343 Plan 17 March 28, 2008 7 years 152 850 Plan 18 September 30, 2008 7 years 6 000 Plan 19 March 31, 2009 8 years 121 440 (*) Options under plans 7, 10 and 16 are stock savings warrants. Exercise date Number of grantees from 01/04/04 until 01/04/09 4 from 01/08/05 until 01/08/10 77 from 07/12/05 until 07/12/09 993 from 01/04/06 until 01/03/11 7 from 01/08/07 until 01/07/12 50 from 07/09/07 until 07/09/12 623 from 01/13/09 until 01/12/12 55 from 01/10/10 until 01/09/13 29 from 03/25/10 until 03/24/13 53 from 03/23/11 until 03/22/14 122 from 05/15/11 until 05/14/14 2 from 09/13/10 until 09/13/15 11 from 03/29/12 until 03/28/15 132 from 10/01/12 until 09/30/15 2 from 04/01/13 until 03/31/17 159 Exercise price Cash-settled or equity settled 40,58 € Equity settled 37,77 € Equity settled 39,10 € Equity settled 31,83 € Equity settled 35,68 € Equity settled 33,94 € Equity settled 32,42 € Equity settled 46,15 € Equity settled 49,10 € Equity settled 68,65 € Equity settled 71,72 € Equity settled 60,44 € Equity settled 46,46 € Equity settled 42,70 € Equity settled 27,45 € Equity settled Options granted under Plan 15 are performance options. The options vest in four equal tranches in each of the years 2007 to 2010 based on the attainment of performance targets expressed in terms of growth in the Accor Group's return on capital employed (ROCE) and profit after tax and before non‐recurring items. If the performance targets are met at the end of each year, grantees receive one quarter of the options included in the initial grant. If only one of the two targets is met, they receive one eighth of the options. For all of the options to vest, ROCE and profit after tax and before non‐recurring items will have to increase by around 10% or more per year. If ROCE and profit after tax and before non‐recurring items increase by less than 10% (but more than 0%), the number of vested options is reduced based on the ratio between the actual increase and 10%. The performance criteria were met in 2007. The performance criteria were only partially met in 2008 and 2009 leading to the cancellation of 3,515 options. 296
New Services: Pro forma Financial Statements and Notes December, 31, 2009 Changes in outstanding Accor stock options granted to New Services employees during 2007, 2008 and 2009 were as follows: Options outstanding at begininng of period 730 179 39,74 € 774 092 46,17 € 876 505 Weighted average i i 46,20 € Options granted 174 145 68,87 € 159 193 46,35 € 121 440 27,45 € Options cancelled or expired (40 501) 41,64 € (35 150) 51,87 € (105 717) 40,72 € Options exercised (89 731) 40,03 € (21 630) 37,00 € (6 336) 39,10 € Options outstanding at end of period 774 092 Options exercisable at end of period 335 097 December 31, 2007 December 31, 2008 December 31, 2009 Numbe r of options Outstanding options at December 31, 2009 were as follows: Plan 6 37,77 € Plan 8 31,83 € Plan 9 35,68 € Plan 10 33,94 € Plan 11 32,42 € Plan 12 46,15 € Plan 13 49,10 € Plan 14 68,65 € Plan 15 71,72 € Plan 16 60,44 € Plan 17 46,46 € Plan 18 42,70 € Plan 19 27,45 € Fair value of options Exercise price Number of outstanding options 66 150 900 98 750 31 339 84 550 131 200 46 600 148 175 8 985 343 145 350 6 000 117 550 Weighted average exercise i 8 days 1 year 2 years 2,5 years 2 years 3 years 3.3 years 4.3 years 4.5 years 5.8 years 5.3 years 5.8 years 7.3 years Numbe r of options 46,17 € 876 505 37,43 € 299 012 Remaining life of the options Weighted average exercise i Number of options 46,20 € 885 892 37,48 € 281 689 IFRS 1 allows companies to only recognize in their accounts equity‐settled stock options that were granted after November 7, 2002 and had not yet vested at January 1, 2005. As a result, IFRS 2 applies to options granted under twelve plans set up between 2003 and the end of 2009. The fair value of these options at the grant date has been determined using the Black & Scholes option‐pricing model. The main data and assumptions used for the fair value calculations are as follows: Plan 8 Plan 9 Plan 10 Plan 11 Plan 12 Plan 13 Accor share price at the option grant date 30,50 € 35,18 € 33,71 € 31,64 € 49,80 € 48,30 € Option exercise price 31,83 € 35,68 € 33,94 € 32,42 € 46,15 € 49,10 € Expected volatility (*) 39,58% 39,68% 39,18% 37,64% 35,36% 34,60% Contractual life of the options 8 years 8 years 8 years 7 years 7 years 7 years Risk-free interest rate (**) 3,54% 3,44% 3,55% 2,94% 3,13% 3,74% Fair value of options (***) 8,91 € 10,52 € 10,07 € 8,48 € 14,11 € 12,57 € 297 44,33 € 34,99 €
Page 1 and 2:
Free translation for information pu
Page 3 and 4:
TABLE OF CONTENTS (continued) ii Pa
Page 5 and 6:
TABLE OF CONTENTS (continued) iv Pa
Page 7 and 8:
TABLE OF CONTENTS (continued) vi Pa
Page 9 and 10:
SUMMARY OF THE PROSPECTUS Visa n°
Page 11 and 12:
Key figures from the pro forma inco
Page 13 and 14:
• The products of the employee an
Page 15 and 16:
Number of shares 7 Percentage of sh
Page 17 and 18:
Between the time the customers pay
Page 19 and 20:
• PrePay Solutions (a joint‐ven
Page 21 and 22:
specific, it is unlikely that any f
Page 23 and 24:
The Company also benefits from its
Page 25 and 26:
1.3 Strategy As an independent comp
Page 27 and 28:
media to suit products and customer
Page 29 and 30:
Through the development of these va
Page 31 and 32:
Issue volume growth is at the cente
Page 33 and 34:
1.5 Group products and services 1.5
Page 35 and 36:
The following chart shows the relat
Page 37 and 38:
(b) Products Tickets Restaurant ®
Page 39 and 40:
The following table gives an overvi
Page 41 and 42:
Expense management New Services pro
Page 43 and 44:
• gift vouchers for businesses an
Page 45 and 46:
The table below shows the geographi
Page 47 and 48:
elations given its flexibility and
Page 49 and 50:
When affiliated merchants accept vo
Page 51 and 52:
1.10 Competition 1.10.1 The employe
Page 53 and 54:
1.10.2.3 Growth potential As with t
Page 55 and 56:
free benefit in kind. This tax bene
Page 57 and 58:
Restaurant ® beneficiaries secure
Page 59 and 60:
Key figures from the pro forma inco
Page 61 and 62:
- breakage revenues from vouchers t
Page 63 and 64:
A reconciliation between the histor
Page 65 and 66:
2.4.1.2 Issue volume by business li
Page 67 and 68:
The proportion of operating revenue
Page 69 and 70:
esulting from the acquisition of Pr
Page 71 and 72:
Global structures (1) 0 2 n.s. n.s.
Page 73 and 74:
The Group’s working capital requi
Page 75 and 76:
2.6.4 Working capital requirements
Page 77 and 78:
The Club Deal and the Bilateral Lin
Page 79 and 80:
2.8.1.1 Europe In the first quarter
Page 81 and 82:
(in millions of euros) 73 Pro forma
Page 83 and 84:
Competition The Group’s various b
Page 85 and 86:
Development of performance products
Page 87 and 88:
In the past, a large proportion of
Page 89 and 90:
company, which can be subject to fl
Page 91 and 92:
These values impact the day‐to‐
Page 93 and 94:
4.1.2.1 Partners in education For t
Page 95 and 96:
o Locally, each subsidiary consider
Page 97 and 98:
On a global scale, the Bernaches: S
Page 99 and 100:
o Senior support individuals who at
Page 101 and 102:
Workforce Total number of employees
Page 103 and 104:
European FOOD (Fighting Obesity thr
Page 105 and 106:
GREENHOUSE GASES 4.2.2.4 Greenhouse
Page 107 and 108:
Since 2006, an international employ
Page 109 and 110:
In the event that the Company’s s
Page 111 and 112:
Information of the Board of Directo
Page 113 and 114:
If the Board decides to combine the
Page 115 and 116:
• validating the categories of ad
Page 117 and 118:
Organization of work defines and i
Page 119 and 120:
In addition, without prejudice to t
Page 121 and 122:
The table below is a summary of the
Page 123 and 124:
shareholders (other than Accor itse
Page 125 and 126:
indirectly) from a loan extended by
Page 127 and 128:
• become “pure players”, list
Page 129 and 130:
The Company will publish a press re
Page 131 and 132:
Accordingly, as consideration for t
Page 133 and 134:
(c) Calculation of the contributed
Page 135 and 136:
6.3.4.3 Mechanics of the Spinoff Th
Page 137 and 138:
(f) Impact on the calculation of th
Page 139 and 140:
SECTION 7 ‐ INFORMATION ABOUT THE
Page 141 and 142:
of the Company, in respect of share
Page 143 and 144:
Throughout the subscription period,
Page 145 and 146:
Because the Company’s shares are
Page 147 and 148:
connection with their action in con
Page 149 and 150:
Resolution Purpose of the resolutio
Page 151 and 152:
“We certify, after taking all rea
Page 153 and 154:
9.7 Cross‐reference table for inf
Page 155 and 156:
No. Item in the Regulation Section(
Page 157 and 158:
No. Item in the Regulation Section(
Page 159 and 160:
No. Heading in the Regulation Secti
Page 161 and 162:
No. Heading in the Regulation Secti
Page 163 and 164:
SECTION 10 FINANCIAL STATEMENTS 10.
Page 165 and 166:
New Services: Historical Combined F
Page 167 and 168:
Equity and Liabilities (in € mill
Page 169 and 170:
Changes in Historical Combined Equi
Page 171 and 172:
163 New Services: Historical Combin
Page 173 and 174:
Page 175 and 176:
Preparation of the financial statem
Page 177 and 178:
Page 179 and 180:
Page 181 and 182:
Page 183 and 184:
Page 185 and 186:
S.8. OPERATING PROFIT BEFORE TAX AN
Page 187 and 188:
Note 2. Significant Events and Chan
Page 189 and 190:
Page 191 and 192:
Note 3.3. Operating revenue by geog
Page 193 and 194:
Note 4. Operating Expenses (in €
Page 195 and 196:
Note 6. Depreciation, Amortization
Page 197 and 198:
Note 8. Net financial expense (in
Page 199 and 200:
Note 10. Income Tax Note 10.1. Inco
Page 201 and 202:
Note 10.3. Details of recognized de
Page 203 and 204:
Changes in the carrying amount of g
Page 205 and 206:
The following intangible assets are
Page 207 and 208:
Note 14. Receivables and Payables N
Page 209 and 210:
Note 15. Share‐based payments Not
Page 211 and 212:
Page 213 and 214:
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:
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
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: Note 14.4. Receivables and payables
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
Page 339 and 340: appropriate, as well as analyze the
Page 341 and 342: The ACCOR S.A. shares are listed on
Page 343 and 344: Furthermore, as of the date of this
Page 345 and 346: The contribution of assets will als
Page 347 and 348: Provisions for risks ..............
Page 349 and 350: The new shares will be entirely fun
Page 351 and 352: o the execution of a term loan agre
Page 353 and 354: are judged appropriate. In particul
Page 355 and 356:
Within the context of the transacti
Page 357 and 358:
ANNEX B - STATUTORY APPRAISERS’ R
Page 359 and 360:
Our report is organized as follows:
Page 361 and 362:
- All civil, commercial, industrial
Page 363 and 364:
1.2. Description of the transaction
Page 365 and 366:
Finally, the contributed net assets
Page 367 and 368:
Provisions for risks...............
Page 369 and 370:
- the contribution of assets will b
Page 371 and 372:
2. WORK PERFORMED AND ASSESSMENT OF
Page 373 and 374:
c. we have reviewed the financial s
Page 375 and 376:
2.2.1.2. Separation The ACCOR group
Page 377 and 378:
i.e., €1,099,185 thousand, repres
show all

SECTION 1 -

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?