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2008 Plan 300 New Services: Pro forma Financial Statements and Notes December, 31, 2009 On May 28, 2008, Accor granted performance shares to senior executives and certain employees including 11,565 performance shares granted to New Services employees. The performance shares are subject to vesting conditions based on growth in Accor's return on capital employed (ROCE) and profit after tax and before non‐recurring items for each of the years 2008 and 2009. Half of the shares vest in each year if both performance targets are met. If only one of the performance targets is met, a quarter of the shares vest. For all of the shares to vest, ROCE and profit after tax and before non‐recurring items 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 shares is reduced based on the ratio between the actual increase and 10%. The shares are subject to a two‐year lock‐up. The cost of the plan ‐ corresponding to the fair value of the performance shares granted to New Services’ employees ‐ amounts to €0.5 million and is being recognized on a straight‐line basis over the vesting period under "Employee benefits expense" with a corresponding adjustment to equity. The fair value of the performance shares was measured as the average of the Accor share prices for the twenty trading days preceding the grant date multiplied by the number of shares granted under the plan. At December 31, 2008 In 2008, only one of the two performance criteria was met, leading to a reduction in the fair value of the share grants to €0.12 million, reflecting the expectation that performance criteria would not be met in 2009. At December 31, 2009 In 2009, the performance criteria were not met. The fair value of the share grants was unchanged at €0.12 million, of which €0.06 million was recognized in the 2009 financial statements. 2009 Plan On May 31, 2009, Accor granted performance shares to senior executives and certain employees including 30,367 performance shares granted to New Services employees, of which: - 26,276 performance shares subject to a two‐year vesting period followed by a two‐year lock‐up. - 4,091 performance shares subject to a four‐year vesting period and no lock‐up period. The performance shares are subject to three vesting conditions based on growth in Accor's return on capital employed (ROCE) and profit after tax and before non‐recurring items for each of the years 2009 and 2010. Half of the shares vest in each year if the performance targets are met. If two of the three targets are met, they will receive roughly one‐third of the shares and if only one of the three targets is met, they will receive around one‐sixth of the shares. For all of the shares to vest, all the indicators will have to increase by around 10% or more per year. If the indicators increase by less than 10% (but more than 0%), the number of vested shares will be reduced based on the ratio between the actual increase and 10%. The fair value of these share‐based payments granted to New Services’ employees – representing €0.8 million on March 31, 2009 – is recognized on a straight‐line basis over the vesting period of the performance shares in employee benefits expense, with a corresponding adjustment to equity. This fair value is based on Accor’s opening share price on the grant date less the present value of unpaid dividends multiplied by the number of shares granted under the plan. At December 31, 2009 In 2009, the performance criteria were not met. This led to a reduction in the fair value of the share grants to €0.4 million. Plan costs recognized in 2009 amounted to €0.1 million
Note 16. Cumulative Fair Value Adjustments to Financial Instruments 301 New Services: Pro forma Financial Statements and Notes December, 31, 2009 During the three years presented, no fair value adjustments to available‐for‐sale financial assets were recognized in equity and no cumulative fair value adjustments were reclassified from equity to the income statement.
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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
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Note 29. Additional Information abo
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Note 31. Compensation Paid to Corpo
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Note 33. Subsequent Events There ha
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10.1.2 Statutory auditor’s report
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Pro forma Income Statements New Ser
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Pro forma Balance Sheets Assets (in
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Pro forma Cash Flows Statements New
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Key Ratios and Indicators New Servi
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245 New Services: Pro forma Financi
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.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 267 and 268: Notes to the Pro forma Financial St
Page 269 and 270: 261 New Services: Pro forma Financi
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: Employee Stock Ownership Plan 299 N
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
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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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