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Note 33. Main Combined Companies at December 31, 2009 The main combined subsidiaries are presented below: IG : fully consolidated IP : consolidated using the proportional method MEE : accounted for by the equity method NEW SERVICES 326 New Services: Pro forma Financial Statements and Notes December, 31, 2009 FRANCE REST OF EUROPE NORTH AMERICA Accor Services France France IG 99,70% Accor Services Deutschland Germany IG 99,70% Accor Services North America inc. United States IG 99,70% Accor Caisse d'Epargne France IG 59,82% Quasar Holding Germany IG 79,76% Workplace Benefits United States IP 45,21% Accentiv'Kadeos France IG 99,70% Quasar Promotions Germany IG 79,76% Advantage 24 United States IP 45,21% EAP France IG 99,70% Quasar Event Germany IG 79,76% Wirecommute United States IG 99,70% Accentiv Travel France IG 99,70% Quasar Competition Germany IG 79,76% Commuter Check Services Corporation United States IG 99,70% Servicarte France IG 95,83% Quasar Marketing Services Germany IG 79,76% Accor Services Formation France IG 99,70% Quasar Pramien Germany IG 79,76% AS-GES France IP 49,85% Quasar Incentive travel Germany IG 79,76% Fidetel France IP 50,00% Calicado Germany IG 99,70% Accor Services Austria Austria IG 99,87% Ticket Brésil Brazil IG 99,70% Accor T.R.B. Belgium IG 99,32% Ticket Seguros Brazil IG 49,65% Accor Services Empresariales Spain IG 97,71% G LOG Brazil IG 99,31% Accor Services Hongrie Hungary IG 92,84% Build up Brazil IG 74,77% WORLDWIDE STRUCTURES Accor Participation Italie Accor Services Italie Euro Servicos Alimentares Italy Italy Portugal IG IG IG 94,64% 94,43% 99,70% Accor Brasil Participacoes Incentiv House Siege Local Brazil Brazil Brazil IG IG IG 99,70% 99,70% 100,00% ASH France IG 100,00% Fidelis Portugal IG 99,14% Accor Participations Bresil Brésil IG 100,00% ASM France IG 100,00% Accor Services CZ SRO Czech Republic IG 92,84% Accor Services Chili Chile IG 74,13% Saminvest France IG 100,00% Exit Trebyc Czech Republic IG 92,84% Accor Servicios Empresariales Mexico IG 99,40% Deutsche Dauphine France IG 100,00% Menu Service Czech Republic IG 92,84% Servicios Accor Mexico IG 99,41% Syas Spol Czech Republic IG 92,84% Asesoria Mexico IG 99,70% Exit Czech Republic IG 92,84% Servicios y Prestationes Mexico IG 99,93% Accor Services Roumania Romania IG 90,78% Sedesa Mexico MEE 19,88% Luncheon vouchers United Kingdom IG 99,70% Multibonos Y Servicios Mexico IG 99,40% Capital Incentives & Motivation United Kingdom IG 99,70% Accor Services Colombie Colombia IG 99,70% Employee Advisory Resource Limited United Kingdom IP 45,21% Accor Services Perou Peru IG 66,80% Motivano United Kingdom IG 65,86% Accor Services Panama Panama IG 99,70% Prepay United Kingdom IG 66,47% Servicios Empresariales Venezuela IG 56,70% Clean Way United Kingdom IG 99,32% Subsibono Dominicano Dominican Republic IG 49,96% LV CET United Kingdom IG 99,29% Luncheon Tickets Uruguay IG 99,69% Childcare Vouchers United Kingdom IG 94,60% Promote SA Uruguay IG 99,69% AS Vouchers Handling United Kingdom IG 94,60% Westwell Group Uruguay IG 99,00% Capital Wiorld Travel United Kingdom IG 99,70% Accor Argentina Argentina IG 100,00% EAR United Kingdom IP 45,21% EAR Ireland IP 45,21% Vouchers Services Grèce Incentiv House Hellas Accor Services Slovakia Greece Greece Slovakia IG IG IG 47,95% 67,21% 99,40% OTHER COUNTRIES Rikskuponger Sweden IG 99,40% Accor Services Australia Australia IG 99,70% Accor Suisse Switzerland IG 100,00% Davidson & Trahaire Australia IG 99,70% Académie Accor Services Turquie Turkey IG 99,70% Royal Image Direct India IG 99,70% Accor Services Turquie Turkey IG 99,36% Expert Services Mauritius India IG 100,00% Netser Turkey IP 49,68% SRI Ganesh Hospitality India IG 100,00% Romeo & Juliet Turkey IG 90,42% Accor Services Inde India IG 100,00% Accor Services Maroc Marroco IG 50,85% Surfgold Singapour IG 99,70% Accor Services Liban Liban IG 79,70% Surfgold China IG 99,70% Soltis BV Netherlands IG 86,13% Surfgold Taiwan IG 99,70% Luncheck Netherlands IG 99,69% Surfgold Korea IG 99,70% Accor Services Pays-Bas Netherlands IG 99,70% Surfgold Hong Kong IG 99,70% Tintelingen Netherlands IG 99,70% Surfgold Inde IG 99,70% Lunch Company Poland IG 83,19% Accentiv Shanghai Company China IG 100,00% Corporate Insurance Broker Hungary IG 56,00% Accor Services Beijing China IG 88,52% Accor Services Hongrie Hungary IG 92,84% Accor Services Shanghai China IG 99,70% Accor Services TR Bulgaria IG 99,70% Accor Corporate Services China IG 99,70% Accor Services Bulgaria IG 96,70% Accor Services Chengdu China IG 50,85% Award Services Belgium IG 99,70% Accor services Card Vouchers South Africa IG 73,70% Accor Services Luxembourg Luxembourg IG 97,71% Accor Services Mali Mali IG 74,77% Delicard Group Sweden IG 99,70% Delicard Oy Finland IG 99,70% Delicard AB Sweden IG 99,70% Work Solutions Sweden IG 98,55% In-Actions Sweden IG 99,70% LATIN AMERICA AND CARIBBEAN
10.2.2 Statutory auditor’s report NEW SERVICES HOLDING Société Anonyme 166‐180, boulevard Gabriel Péri 92240 Malakoff Statutory auditor’s report on the pro forma financial statements Fiscal years ended as at December 31, 2009, 2008 and 2007 This is a free translation into English of the statutory auditor’s report issued in the French language and is provided solely for the convenience of English speaking readers. Such report should be read in conjunction and construed in accordance with French law and French auditing professional standards. To the Chief Executive Officer, In our capacity as statutory auditors of New Services Holding, and in application of (EC) regulation no. 809/2004, we have prepared this report on the pro forma financial statements of New Services Holding for the financial years ending on December 31, 2009, 2008 and 2007 (“the pro forma financial statements”), included in section 10 of the prospectus dated May 12, 2010 prepared in connection with the planned listing of New Services Holding’s shares on Euronext Paris as part of the spinoff of the Accor group’s services business. These pro forma financial statements were prepared solely to illustrate the effect that the spinoff would have had on the combined financial statements of the Services business of the Accor group as at December 31, 2009, 2008 and 2007, had the transaction occurred as of January 1, 2007. By their nature, pro forma financial statements describe a hypothetical situation. They do not necessarily represent what the financial situation or performance of the Group would have been had the Transaction taken place before its actual or expected completion date. These pro forma financial statements were prepared under your responsibility in application of (EC) regulation no. 809/2004 relating to pro forma information, based on the audited combined financial statements of New Services Holding as at December 31, 2009, 2008 and 2007. Our role is to express a conclusion, on the basis of our review, regarding the adequacy of these pro forma financial statements, as required by Schedule II, paragraph 7 of (EC) regulation no. 809/2004. We conducted the diligence that we deemed necessary for this assignment in light of the professional customs of the National Professional Association of Statutory Auditors (Compagnie nationale des commissaires aux comptes). Our review, which did not include a review of any of the underlying financial information incorporated into the pro forma financial statements, consisted mainly of checking that the basis used for the preparation of such pro forma financial statements correspond to the source documents described in the notes to the financial statements entitled “Basis for preparation of the pro forma financial statements”, examining the elements supporting the information contained in the pro forma restatements and meeting with New Services Holding’s management in order to collect the information and explanations that we deemed necessary. In our opinion: • The pro forma financial statements were adequately prepared on the basis described in the note to the financial statements entitled “Basis for preparation of the pro forma financial statements”; • This basis is consistent with the accounting methods used by the issuer. 327
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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
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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
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B. At December 31, 2008 (in € mil
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Statements of Comprehensive Income
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B. At December 31, 2008 (in € mil
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Cash Flows Statements A. At Decembe
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C. At December 31, 2009 (in € mil
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Notes to the Pro forma Financial St
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D.4. RECOVERABLE AMOUNT OF ASSETS 2
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K. Pensions and other post‐employ
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The fair value of the employee bene
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For all of these products, recogniz
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U. Segment Information New Services
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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
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: Note 32. Subsequent Events There ha
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
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