SECTION 1 -

- as a general matter, according to the consolidated financial statements of ACCOR S.A., we
have noted that the contributed business achieved gross operating margin in excess of 40% in
2008 and 2009 3 :
- to the extent that the contribution of assets is carried out at net book value, the value of the
contributed equity interests is, on the whole, a function of their economic value based on the
estimated future profits of the companies whose securities are contributed and, as the case
may be, of their direct or indirect subsidiaries;
- this comment is all the more pertinent for those companies that were formed, rather than
purchased, by ACCOR S.A., whoses profits are not, in application of prudent accounting
principles, reflected in the net book value;
- in contrast, the value of the contributed equity interests of the companies purchased by the
ACCOR group depends on such companies’ ability to implement the business plan on the
basis of which the aquisition price was determined or, if applicable, the business plan
underlying the the depreciation recorded in the books of ACCOR S.A.; in particular, the
value of the contributed equity interest in ACCENTIV’KADEOS, acquired by the ACCOR
group in 2007, depends on whether this company will implement the business plan justifying
the depreciation of its securities by €104.6 million (i.e., almost half of the purchase price),
recorded in the financial statements of ACCOR S.A. as at December 31, 2009.
With regard to the other contributed assets and liabilities, based on the work that we have done,
as described in paragraph 2.1. of this report, their net book value does not call for any comment
on our part.
2.2.2. Value of the contributions considered as a whole
We verified that the overall value of the contribution was not called into question by the
economic value of the contributed business.
Our analysis of the approach to the economic value of the contributed company applied by
ACCOR S.A. and its advisors and the sensitivity analyses that we performed do not call into
question the value of the contribution. We note, in particular, that the value of the contribution,
3 Gross operating margin corresponds to the ratio of gross operating profit (which corresponds in turn to operating
income before amortization, depreciation and provisions) and revenue.
368