WAM ACQUISITION, S.A.

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3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEARS ENDED ASSETS 31/12/ /12/ /12/2007 Tangible assets (note 7) Land and buildings 87,200 87,870 90,327 Data processing hardware and software 173, , ,937 Other tangible assets 52,638 58,488 61, , , ,255 Intangible assets (note 8) Patents, trademarks and licenses 295, , ,376 Technology and content 1,162,971 1,186,658 1,201,801 Contractual relationships 222, , ,906 Other intangible assets 817 1,332 1,805 1,681,277 1,802,426 1,915,888 Goodwill (note 9) 2,238,687 2,239,735 2,219,164 Deferred tax assets (note 23) 48,664 63,294 76,719 Loans receivable related parties (note 17) 1, Investments in joint ventures and associates (note 10) 11,883 14,852 12,493 Other long-term investments, net (note 10) 39,739 28,713 39,836 Derivative financial instruments (note 22) 1, ,955 Total other non-current assets 103, , ,274 Total non-current assets 4,336,919 4,495,108 4,578,581 Current assets Accounts receivable, net (note 5) 210, , ,893 Accounts receivable, net related parties (notes 5 and 17) 39,480 28,301 53,884 Loans receivable related parties (note 17) ,217 Income taxes receivable (note 23) 21,383 14,811 16,583 Prepayments and other current assets (note 6) 123, , ,070 Derivative financial instruments (note 22) 2,567 5, Cash and cash equivalents (note 24) 810, , ,801 Total current assets 1,208, , ,954 Non-current assets classified as held for sale (note 12) 16,620 17,067 2,400 Total assets 5,561,886 5,505,095 5,527,935 See the accompanying notes to the consolidated financial statements

4 CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEARS ENDED EQUITY AND LIABILITIES 31/12/ /12/ /12/2007 Equity (note 16) Share capital Treasury shares (1,716) (1,679) (569) Additional paid-in capital (35,974) (35,974) (35,661) Retained earnings and other reserves (222,954) (484,728) (585,914) Cumulative translation adjustments (20,793) (20,565) (16,415) Equity attributable to owners of the parent (281,072) (542,581) (638,194) Minority interest 3,434 3,392 3,322 Total equity (277,638) (539,189) (634,872) Non-current liabilities Non-current debt (note 13) 2,849,795 3,023,450 3,150,842 Non-current debt related parties (note 13 and 17) 1,155,517 1,151,915 1,148,142 Obligations under finance leases (note 14) 72,018 79,997 84,545 Deferred tax liabilities (note 23) 548, , ,319 Other long-term liabilities and provisions (note 15) 61,160 53,423 57,762 Derivative financial instruments (note 22) 128, ,070 43,049 Total non-current liabilities 4,816,110 5,023,348 5,122,659 Current liabilities Accounts payable, net (note 5) 489, , ,202 Accounts payable, net related parties (note 5 and 17) 64,835 64,043 56,302 Dividends payable Debt payable within one year (note 13) 239, , ,666 Debt payable within one year related parties (note 13 and 17) 2,048 4,282 31,075 Current obligations under finance leases (note 14) 9,678 11,318 12,485 Income taxes payable (note 23) 3,972 12,689 46,263 Other current liabilities and provisions (note 6) 204, , ,975 Derivative financial instruments (note 22) 5,877 37,814 2,868 Total current liabilities 1,020,462 1,017,578 1,040,148 Liabilities associated with non-current assets classified as held for sale (note 12) 2,952 3,358 - Total equity and liabilities 5,561,886 5,505,095 5,527,935 See the accompanying notes to the consolidated financial statements

5 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS ENDED STATEMENT OF COMPREHENSIVE INCOME 31/12/ /12/ /12/2007 Revenue 2,461,383 2,505,104 2,578,123 Cost of revenue (591,948) (626,843) (669,849) Personnel and related expenses (605,627) (598,219) (583,425) Depreciation and amortization (346,535) (318,032) (401,591) Other operating expenses (367,764) (404,921) (455,642) Operating income 549, , ,616 Interest expense, net (note 21) (183,906) (355,127) (286,604) Exchange gains (losses) 7,212 (19,669) 767 Other income (1,040) 54,390 36,663 Profit before income taxes 371, , ,442 Income taxes (note 23) (102,115) (59,910) (26,134) Profit after taxes 269, , ,308 Share in profit from associates and joint ventures accounted for using the equity method (note 10) 2,460 7,322 9,715 Profit for the year 272, , ,023 Profit (loss) for the year attributable to: Minority Interest (423) 600 (220) Owners of the parent 272, , ,243 Actuarial gains and losses (6,607) 107 1,343 Cash flow hedges (8,857) (77,961) 42,604 Available-for-sale financial assets 4,665 (4,159) 912 Changes in tax rate - - (11,908) Exchange differences on translation of foreign operations (228) (4,150) (10,711) Other comprehensive income for the year, net of tax (11,027) (86,163) 22,240 Total comprehensive income for the year 261,093 97, ,263 Total comprehensive income for the year attributable to: Minority Interest (423) 600 (197) Owners of the parent 261,516 97, ,460 Earnings per share (note 20) Basic and diluted See the accompanying notes to the consolidated financial statements

6 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED Share capital Additional paid-in capital Treasury Shares Retained earnings and other reserves Cumulative translation adjustments Minority Interest Total Balance at December 31, ,052 59,774 (3,852) (208,674) (5,718) 1,516 (155,902) Capital decrease (687) (89,447) 2,350 (608,007) - - (695,791) Acquisitions of Treasury Shares - (158) (158) (158) Disposal of treasury shares - - 1, ,091 Cancellation costs - (5,064) (4,696) Changes in equity allocated to minorities Dividends (3,105) (3,105) Others - (766) - (4,916) - 4,984 (698) Total comprehensive income for the year ,157 (10,697) (197) 224,263 Balance at December 31, (35,661) (569) (585,914) (16,415) 3,322 (634,872) Acquisitions of Treasury Shares - (1,523) (1,523) 1, (1,523) Disposal of treasury shares (7) Cancellation costs - (475) (475) Changes in equity allocated to minorities (530) (530) Others - 1,650 - (1,812) - - (162) Total comprehensive income for the year ,482 (4,150) ,932 Balance at December 31, (35,974) (1,679) (484,728) (20,565) 3,392 (539,189) Acquisitions of Treasury Shares - - (37) (37) Changes in equity allocated to minorities Others Total Comprehensive income for the year ,744 (228) (423) 261,093 Balance at December 31, (35,974) (1,716) (222,954) (20,793) 3,434 (277,638) See the accompanying notes to the consolidated financial statements

7 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 31/12/ /12/ /12/2007 Cash flows from operating activities Operating income/(loss) 549, , ,616 Adjustments for: Depreciation and amortization 346, , ,592 Depreciation and amortization included in capitalization (2,006) (1,603) (1,616) Operating income/(loss) before changes in working capital net of amounts acquired 894, , ,592 Accounts receivable (42,400) 28,852 84,467 Other current assets 4,702 (31,868) (35,144) Accounts payable 52,057 19,107 (38,610) Other current liabilities 39,894 16,800 89,357 Other long-term liabilities 6,198 (23,391) (24,379) Cash provided from operating activities 954, , ,283 Taxes paid (117,890) (97,890) (52,859) Net cash provided from operating activities 836, , ,424 Cash flows from investing activities Additions to tangible assets (50,742) (120,542) (60,987) Additions to intangible assets (132,093) (146,131) (121,623) Intangible assets incentives (Research Tax Credit RTC) 7,035 1,061 4,401 Investment in subsidiaries and associates, net of cash acquired (26,596) (18,400) (16,674) Interest received 5,918 26,903 19,207 Sundry investments and deposits (3,858) (1,667) (4,015) Loans to third parties and affiliates (1,209) (1,089) (743) Cash proceeds collected- derivative agreements 6,092 2,416 1,147 Cash proceeds paid - derivative agreements (3,480) (3,834) (1,747) Disposals of sundry investments and loans 1,495 3,353 8,295 Dividends received 6,095 5,776 5,480 Proceeds obtained from disposal of fixed assets 941 3,535 1,187 Proceeds obtained from disposal of associates - 56,012 36,727 Proceeds obtained from disposal of subsidiaries 1,500 1,931 64,115 Net cash used in investing activities (188,902) (190,676) (65,230) Cash flows from financing activities Proceeds from borrowings - 3 1,448,137 Repayments of borrowings (178,403) (180,258) (886,614) Dividends paid - (7) (98,533) Interest paid (140,459) (415,567) (197,068) Cash proceeds collected - derivative agreements 50, ,911 32,291 Cash proceeds paid - derivative agreements (163,239) (33,460) (15,384) Acquisition of Class A shares - - (674,396) Disposal of Treasury shares Acquisition of treasury shares (37) (1,523) - Cash paid to holders of equity instruments - (7,860) (23,820) Payments of finance lease liabilities and others (20,507) (18,711) (35,147) Net cash used in financing activities (451,681) (548,437) (450,327) Effect of exchange rate changes on cash and cash equivalents (842) (604) (896) Net increase in cash and cash equivalents 195,174 45, ,971 Cash and cash equivalents net at beginning of period (note 24) 615, , ,119 Cash and cash equivalents net at end of period (note 24) 810, , ,090 See the accompanying notes to the consolidated financial statements

8 INDEX 1. Activity Basis of presentation and comparability of the information included in the consolidated financial statements... 2 a) Basis of presentation... 2 b) Comparison of information... 4 c) Consolidation scope Proposed appropriation of the parent company s result Accounting policies... 6 Adoption of new and revised International Financial Reporting Standards (IFRS)... 6 IFRS and IFRIC interpretations issued not yet effective in the current period... 9 a) Principles of consolidation b) Foreign currency transactions c) Currency translation d) Related parties e) Cash equivalents f) Tangible assets g) Leases h) Goodwill i) Intangible Assets j) Non-current assets held for sale k) Impairment of non-current assets l) Pension and other post-retirement obligations m) Capital issuance costs n) Revenue recognition o) Cancellation provision p) Provisions q) Doubtful debt provision r) Onerous contracts s) Employee share-based payments t) Research and development u) Financial instruments v) Income taxes w) Treasury shares x) Preference shares y) Minority interests Doubtful debt provision and cancellation provision Prepayments and other current assets and liabilities Tangible assets Intangible assets Goodwill Investments in associates and other long-term investments Business combinations and acquisitions of minority interests a) Business combinations b) Acquisitions of minority interest c) Other equity investments Assets held for sale and divestitures Current and long-term debt a) Senior Credit Agreements: b) Other debt with financial institutions c) Shareholders loans Committments a) Finance and operating leases b) Other commitments c) Guarantees and commitments for the acquisition of tangible and intangible assets Other long-term liabilities and provisions a) Deferred purchase consideration b) Pension and Post-retirement benefits c) Provisions Equity Related party balances and transactions a) Subsidiaries b) Associates and joint-ventures c) Significant shareholders d) Board of Directors remuneration e) Key Management Compensation Share- based payments Segment reporting Earnings per share Additional statement of comprehensive income information and other disclosures... 89

9 22. Financial instruments and risk management a) Foreign exchange rate risk b) Interest rate risk c) Liquidity risk d) Capital management e) Analysis of financial assets and liabilities and fair value measurements f) Derivative Instruments g) Equity related instruments Taxation Additional statement of cash flows related disclosure Auditing services Subsequent events Appendix 124

10 1. ACTIVITY WAM Acquisition, S.A. (hereinafter, the Company ) was incorporated on 4 February 2005 and registered at the Companies Register of Madrid. Its registered office is in Madrid, street Salvador de Madariaga, 1. The Company s corporate purpose, as set out in article 4 of its by-laws, is the following: (a) (b) (c) (d) Carrying out any kind of economic, financial and commercial studies, as well as real estate assessments, including those related to the management, administration, acquisition, merger and takeover of companies, and the provision of services related to document management and processing. Development and execution of any kind of real estate, planning and land development transactions, whether with industrial, commercial or housing purposes. Acquisition, subscription, holding, management, administration, exchange and sale of movable assets, whether Spanish or foreign, for its own account and without any brokerage activity. Activities reserved by law to Group Investment Institution or any activities as expressly reserved by law the Stock Exchange or to Stock Agencies and/or Companies are excluded. Coordination, administration and management of all or any part of the operations of any company which is a subsidiary company or under the control of the Company and generally to carry on the business of a parent company. The Company will be entitled to carry out any activity as listed above, either in whole or in part, indirectly, through its participation in other companies with the same or similar corporate purpose. WAM Acquisition, S.A. is the parent company of the Amadeus Group ( the Group ). The Group is a leader in information technology, serving the marketing, sales and distribution needs of the global travel and tourism industry. Its worldwide data network and database of travel information are used by travel agencies and airline sales offices. Today, travel agencies and airline offices can make bookings, with airlines, hotel chains, car rental companies and groups of providers such as ferry, rail, cruise, insurance and tour operators through the Amadeus system. The Group provides this distribution services ( GDS ) through a computerised reservation system ( CRS ) and through its e-commerce channel of distribution. Additionally, the Group provides information technology ( IT Solutions ) services and solutions mainly to the airline industry, including inventory management and passenger departure control. 1

11 Given the activity it develops, the Group has no environmental responsibilities, expenses, assets, contingencies or liabilities as may have a significant impact on the net equity, financial position or net income of the Group. As a result, the Group does not present any type of disclosures concerning environmental issues in the notes to the consolidated financial statements. 2. BASIS OF PRESENTATION AND COMPARABILITY OF THE INFORMATION INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS a) Basis of presentation i) General Information These financial statements are required by the EU Prospectus Directive, Annex I, 20-1 and have been prepared, in accordance with International Financial Reporting Standards as adopted by the European Union ( IFRS- EU ), solely for the purpose of complying with the EU Prospectus Directive on historical information that should be included in the Prospectus and for no other purpose. These consolidated financial statements have been derived from the consolidated annual accounts for each of the years ended as of December 31, 2009, 2008 and 2007 which were already reported under IFRS. The retrospective modifications included with respect to the consolidated annual accounts for each of the years ended as of December 31, 2008 and 2007 are as follows: The statement of comprehensive income is presented by nature of expense, this presentation has been adopted in the year The Group has opted to voluntarily change its accounting policy as in 2008 and 2007 it was presented by function. The presentation by nature highlights better the different components of financial performance of the Group and enhances predictability of the business. A consolidated statement of financial position as of January 1, 2007 has not been included as requested by IAS 1 as this statement is not affected by the this change as this change represents a reclassification in the statement of comprehensive income only. In the year 2009, the Group has decided to voluntarily change its accounting policy in relation to the presentation of payments made to certain customers (airlines) in exchange of services rendered or assumed obligations by them, to or from the Group. The changes have principally involved those payments made in the framework of agreements that permit to have access to the content of the airline ( content agreements ), and payments made to airlines which are connected to Amadeus system ( system users ) when acting as agents in the reservation of their own tickets (direct sales). The accounting treatment for these payments made to customers is not specifically discussed in IFRS-EU. However, as allowed by IAS 8.10, under United States Generally Accepted Accounting Principles (USGAAP), these elements are presented as a deduction from gross 2

12 revenue. Accordingly, the payments made to customers by an amount of KEUR 533,817 in 2009, KEUR 482,025 in 2008 and KEUR 456,527 in 2007 are presented as a deduction to revenue, while in 2008 and 2007 they were presented as cost of revenues. This change in presentation does not have any impact on profit for the year, net equity or earnings per share (EPS). A consolidated statement of financial position as of January 1, 2007 has not been included as requested by IAS 1 as this statement is not affected by the this change as this change represents a reclassification in the statement of comprehensive income only. The Group has included within these financial statements segment reporting and earnings per share informations, as requested by IFRS 8 and IAS 33, respectively, for a company in filing process. The consolidated annual accounts for 2008 and 2007 did not include this information as the Group was exempted from such requirement. The presentation and classification of certain line items in the face of the statement of financial position, in the statement of comprehensive income and in the statement of cash flows, have been revised and 2008 and 2007 information have been reclassified accordingly. This change in presentation does not have any impact on profit for the year, net equity or earnings per share (EPS). The review achieves materiality and aggregation criteria which is more comprehensive, and the changes are not material. The issue of these financial statements was authorized for issue by the Board of Directors of the Company on February 22, At December 31, 2009 the Group s equity is negative in the amount of KEUR (277,638). This is mainly due to a capital reduction through treasury shares acquisition and its subsequent amortization that took place in 2007 as described in note 16, as well as to the presentation of class B shares as financial debt in line with IFRS-EU requirements in the amount of KEUR 255,855 (notes 13 and 16). This does not affect the fulfilment of both, capital and reserves legal requirements that WAM Acquisition S.A., the parent company of the Group, needs to comply with as a standalone entity, because it has subscribed a profit participative loan in the amount of KEUR 911,053 (note 13 c). This loan is subject to Spanish Royal Decree 7/1996 dated of June 7 th, modified by Law 10/1998 dated of December 18 th and Third Additional Provision to Act16/2007, dated July 4. Pursuant the Spanish Legislation, profit participating loans qualify as liabilities, but will be considered as equity in order to avoid a capital reduction situation and company dissolution for the purposes of sections and of the Spanish Companies Act. Additionally, the business plan approved by Management is being achieved in relation to the profits obtained as well as to the generation of cash flows to cover the financial obligations derived from the repayment of debt and interests. 3

13 The Group presented negative working capital for the years ended on December 31, 2008 and 2007, which given the industry in which the Group operates and its financial structure, is not an unusual circumstance, and does not present an impediment for the normal development of its business. The presentation currency of the Group is the Euro. The statement of financial position is presented with a difference between current and noncurrent items. The Group decided to prepare the statement of cash flows by applying the indirect method. ii) Use of estimates Use of estimates and assumptions, as determined by Management, is required in the preparation of the consolidated financial statements in accordance with IFRS-EU. The estimates and assumptions made by management affect the carrying amount of assets and liabilities. Those with a significant impact in the consolidated financial statements are discussed in different sections of this document. a) Estimated recoverable amounts used for impairment testing purposes (note 9). b) Provisions (note 6 and 15). c) Pension and post-retirement benefits (note 15). d) Income tax liabilities (note 23). e) Cancellation reserve (note 5). f) Doubtful debt provision (note 5). The estimates and assumptions are based on the information available at the date of issuance of the consolidated financial statements, past experience and other factors which are believed to be reasonable at that time. The actual results may differ from the estimates. b) Comparison of information The Group presents, together with the amounts included in the consolidated statement of financial position, the consolidated statement of comprehensive income, the consolidated statement of cash flows and the explanatory notes at and for the years ended December 31, 2009, 2008, and c) Consolidation scope The Appendix to these consolidated financial statements lists the subsidiaries, associates and joint-ventures in which the Group has direct or indirect holdings at December 31, 2009, 2008 and 2007, as well as the consolidation method applied in each case. 4

14 3. PROPOSED APPROPRIATION OF THE PARENT COMPANY S RESULT The proposed appropriation of the results prepared under Spanish GAAP for the year ended December 31, 2009, which the Board of Directors will submit to the General Shareholders Meeting for approval, is as follows: Expressed in Euros 31/12/2009 Amount for appropriation Net income for the period (losses) (40,534,890.18) (40,534,890.18) Appropriation to: Retained earnings (40,534,890.18) (40,534,890.18) 5

15 4. ACCOUNTING POLICIES Adoption of new and revised International Financial Reporting Standards (IFRS) IFRS 8 Operating Segments. The effective date of the standard is January 1, This IFRS requires identification, measurement and disclosure of operating segments on the basis of internal reports that are regularly reviewed by the entity s chief operating decision maker in order to allocate resources to the segment and asses its performance. This IFRS applies only to those entities whose debt or equity instruments are traded in a public market and entities that file or are in the process of filing their financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market, (see note 19). IAS 1 (Revised) Presentation of Financial Statements. The effective date of the amendments is January 1, The revised standard affects the structure and aggregation criteria of information in the financial statements. The revised standard requires separate presentation of non-owner changes in equity. Components of comprehensive income may not be presented in the statement of changes in equity. Certain disclosures on components of other comprehensive income are required: income tax of each component as well as amounts reclassified to profit or loss in the current period that were recognised in other comprehensive income in previous periods. The Group has adopted the single statement option for presentation of the income and expense. Amendments to IFRS 7 Financial Instruments: Disclosures. The effective date of the amendments is January 1, The amendments to IFRS 7 expand the disclosures required in respect of fair value measurements and liquidity risk. The Group has adopted the required enhancing disclosures as detailed in note 22. Improvements to International Financial Reporting Standards (2008). The effective date of most of the amendments is January 1, 2009 and affects 15 IFRS standards. Most of the amendments relate to disclosure and classification requirements as well as terminology and definitions used in the respective standards. Some of the amendments apply only to separate financial statements. Most of the amendments may be applied prospectively. IAS 23 (Revised) Borrowing Costs. The effective date of the amendment is January 1, The revised standard has eliminated the alternative treatment of expensing borrowing costs (interest and other costs) in connection with the borrowing of funds directly attributable to the acquisition, construction and production of assets that take a substantial period of time to get ready for its intended use. Under the revised standard, borrowing costs must be capitalized as part of the cost of such assets on the commencement date of capitalisation. The amendment is to be applied prospectively. 6

16 Amendments to IFRS 2 Share-based Payment Vesting Conditions and Cancellations. The effective date of the amendment is January 1, 2009 and retrospective application is required. The amendments clarify that vesting conditions are service and performance conditions only. Other conditions are included in the grant date fair value. Also, cancellations whether by the entity or other parties should receive the same accounting treatment. Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements Puttable Financial Instruments and Obligations arising on Liquidation. The effective date of the amendments is January 1, 2009 to be applied retrospectively. The amendments require certain puttable instruments and instruments that impose an obligation to deliver a pro-rata share of net assets only on liquidation, to be classified as equity only if specific criteria are met. Amendments to IAS 39 and IFRIC 9: Clarification regarding ending assessment of embedded derivatives. The effective date is for periods ended on or after June 30, Following the amendments to IAS 39 in October 2008, which permitted reclassifications out of the fair value through profit and loss category for certain held-for-trading financial assets in limited circumstances, IFRIC 9 and IAS 39 were amended to make clear that an entity is required to assess whether an embedded derivative is closely related to the host contract at the date of the reclassification. Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate. The effective date is January 1, IFRS 1 is amended to allow an entity, in its separate financial statements, to determine the cost of investments in subsidiaries, jointly controlled entities or associates as one of the following amounts: cost determined in accordance with IAS 27, at the fair value of the investment at the date of transition to IFRS determined in accordance with IAS 39 or at the previous GAAP carrying amount at the date of transition to IFRS. This determination is made for each investment rather than being an accounting policy decision. Amendments to IAS 27 Consolidated and Separate Financial Statements Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate. The effective date is January 1, 2009 to be applied prospectively. IAS 27 is amended for the following changes in respect of a parent entity separate financial statements: the cost method of recognizing an investment in the parent entity separate financial statements is amended so that all dividends will be recognised in the statement of comprehensive income without distinction between pre- and post-acquisition profits. Also, in cases of reorganisations where a new parent is inserted above an existing parent of the group (subject to meeting specific requirements), the new parent will recognize its investment in the subsidiary based on the previous carrying amount of the subsidiary rather than its fair value. 7

17 The adoption of the standards listed above has not resulted on a material impact on the consolidated financial statements. The new disclosures have been included within the relevant notes to the consolidated financial statements as necessary. The following are interpretations issued by the International Financial Reporting Interpretations Committee which are effective for the first time in the current period: IFRIC 13 Customer Loyalty Programmes. The effective date is for annual periods beginning on or after July 1, This IFRIC requires an entity that grants loyalty award credits to recognize these as a separate component in a sale transaction by allocating some of the proceeds of the initial sale and to recognise a liability by reference to the fair value of the award. The deferred portion of the proceeds is recognized as revenue at the time the obligation is extinguished: the award credit is redeemed by the entity itself or a third party. IFRIC 15 Agreements for the Construction of Real Estate. The effective date is January 1, The application is retrospective. The interpretation clarifies the criteria for revenue recognition in an arrangement for the construction of real estate subject to an analysis of whether the arrangement is within the scope of IAS 11 Construction Contracts or IAS 18 Revenue - rendering of service or sales of goods. As a result, entities subject to the scope of IFRIC 15 may have to defer revenue until construction is complete rather than recognize revenue based on the degree of completion method. IFRIC 16 Hedges of a Net Investment in a Foreign Operation. The effective date is October 1, The application is prospective. The interpretation clarifies the accounting treatment in respect of net investment hedging were the risk being hedged should relate to the differences in functional currency and not in the presentation currency and hedging instruments may be held anywhere in the group. The requirements in IAS 21, the effects of changes in foreign exchange rates do apply to the hedged item. IFRIC 18 Transfers of Assets from Customers. The interpretation applies to transfers from customers received on or after July 1, The interpretation applies to an entity receiving an asset transfer from its customers either in the form of property, plant and equipment ("PP&E") or cash to be used only to construct or to acquire "PP&E" which the entity must then use either to connect the customer to a network or to provide the customer with ongoing access to a supply of goods or services, or both. When the entity receiving the asset determines that it controls the asset received, the asset is recognized as "PP&E" in the statement of financial position at fair value or cost in the case of a cash transfer to construct or to acquire "PP&E". The entity determines the separable identifiable services that are to be provided to the customer in exchange for the asset received. Revenue is then recognized over the period in which those services are performed. Total revenue is measured based on the fair value of the asset or cash amount received. 8

18 The Group does not issue significant award credits under customer loyalty programmes falling under the scope of IFRIC 13, nor does the Group have agreements for the construction of real estate therefore it is out of the scope of IFRIC 15. At present, the Group risk management strategy is not to hedge the net investment in a foreign operation and consequently the Group will not be affected by IFRIC 16. The Group will apply IFRIC 18 starting on January 1, Starting on this date, the Group will defer the revenue for the cash received from customers to develop software which is controlled by the Group but that will be used by that customer. The Group will recognise the revenue when the service is performed over the term of the agreement with the customer or during the useful life of the asset, if the agreement does not state a period. IFRIC 18 also clarifies how the asset controlled by the Group is measured. As a result, all costs incurred will be subject to the asset measurement criteria irrespective of the funding party. On adoption of IFRIC 18, cost subject to capitalization will not be treated as an expense if funded by the customer. IFRS and IFRIC interpretations issued not yet effective in the current period The following standards have been issued but are not yet effective until annual periods beginning on or after the date indicated in each case and thus do not apply at the December 31, 2009: IFRS 3 (Revised) Business Combinations. The revised standard is applied jointly with IAS 27 (Revised) Consolidated and Separate Financial Statements in business combinations for which the acquisition date is on annual periods beginning on or after July 1, Early application is allowed subject to certain conditions. Amendments impact the goodwill recognised as a result of an option added to allow an entity (on a transaction per transaction basis) to measure any non-controlling interest (minority interest) either at the acquisition date fair value and thus recognising 100% of goodwill acquired or at the non-controlling interest proportionate share of the acquiree s identifiable net assets. Once control is achieved, all other increases or decreases in ownership interests are treated as transactions among equity holders and reported within equity with no re-measurement of goodwill. Other significant amendments relate to the acquisition costs incurred to affect a business combination which are now required to be expensed as incurred and changes in the measurement of contingent consideration which in many instances will not result in adjustments to the goodwill balance and will be charged to the statement of comprehensive income. 9

19 IAS 27 (Revised) Consolidated and Separate Financial Statements. The effective date of the amendments is for annual periods starting on or after July 1, Early application is allowed subject to certain conditions and in combination with the revised IFRS 3 standard. The most relevant changes are applied prospectively: the treatment of increases or decreases in a parent s ownership interest that do not result in a loss of control to be accounted for as equity transactions of the consolidated entity; when control is lost, the parent derecognises all assets, liabilities and non-controlling interest at their carrying amounts. Any gain or loss is recognised in the statement of comprehensive income. Any retained interest in the former subsidiary is measured at its fair value at the date control is lost; losses are attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interest having a deficit balance. IAS 28 (Revised) Investments in Associates IAS 28(2008) is effective for annual periods beginning on or after 1 July The principle adopted under IAS 27(Revised) that a loss of control is recognised as a disposal and reacquisition of any retained interest at fair value is extended by consequential amendment to IAS 28; therefore, when significant influence is lost, the investor measures any investment retained in the former associate at fair value, with any consequential gain or loss recognised in the statement of comprehensive income. IFRS 2 Share-based payments issued in June These amendments clarify the scope of IFRS 2, as well as the accounting for the group cashsettled share-based payment transactions in the separate financial statements of an entity receiving the goods or services when another group entity or shareholder has the obligation to settle the award. The amendments are effective for annual periods beginning on or after January 1, 2010 and must be applied retrospectively. Amendments to IAS 39 Eligible Hedged Items. The effective date for annual periods beginning on or after July 1, 2009 and the application is retrospective. The application guidance in IAS 39 has been expanded to clarify that only the intrinsic value of purchase options can be designated as a hedging instrument. In a hedge of one-sided risk with options, it prohibits to include time value in the hedged risk. Also, a clarification that designating inflation as a hedgeable component of a fixed rate debt is prohibited. Amendments to IAS 32: Classification of rights issues. The effective date is from February 1 st, Rights, options and warrants issued to acquire a fixed number of an entity s own non-derivative equity instruments for a fixed amount in any currency are classified as equity instruments, provided the offer is made pro-rata to all existing owners of the same class of the entity s own non-derivative equity instruments. 10

20 Amendments to IFRIC 14 Prepayments of a Minimum Funding Requirement. This amendment to IFRIC 14 has an effective date for mandatory adoption of 1 January 2011, with early adoption permitted for 2009 year-end financial statements. Applies in limited circumstances when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover those requirements. The amendment permits such an entity to treat the benefit of such an early payment as an asset. IFRIC 17 Distribution of non-cash assets to owners. The effective date is for annual periods starting on or after July 1, The application is prospective. The interpretation does not apply when the non-cash asset is ultimately controlled by the same parties both before and after the distribution. The interpretation deals with the recognition and measurement of dividends payable other than in cash or dividend distributions that give the owner a choice of receiving either non-cash assets or a cash alternative. The interpretation applies only to distributions in which all owners of the same class of equity instruments are treated equally. A liability is recognized when the dividend is authorized and no longer at the discretion of the entity. The liability is recognized at fair value with changes in fair value recognized in equity. When the liability is settled the difference, if any, between the carrying amount of the assets distributed and the liability is recognized in the statement of comprehensive income. IFRIC Interpretation 19 "Extinguishing Financial Liabilities with Equity Instruments" which provides guidance on how to account for the extinguishment of a financial liability by the issue of equity instruments. These transactions are often referred to as debt for equity swaps. The interpretation is effective for annual periods beginning on or after 1 July IFRS 9 Financial Instruments. The standard forms the first part of a three-part project to replace IAS 39 Financial Instruments: Recognition and Measurement with a new standard, to be known as IFRS 9 Financial Instruments. IFRS 9 will become mandatory as of 1 January 2013 with early application permitted. The new standard enhances the ability of investors and other users of financial information to understand the accounting of financial assets and reduces complexity. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortised cost or fair value, replacing the many different rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments (its business model) and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the many different impairment methods in IAS 39. Revised version of IAS 24 Related Party Disclosures. IAS 24 simplifies the disclosure requirements for government-related entities and clarifies the definition of a related party. The revised standard is effective for annual periods beginning on or after 1 January 2011, with earlier application permitted. 11

21 Improvements to International Financial Reporting Standards (2009). The effective date of most of the amendments is January 1, 2010 and affects 12 IFRS standards. Most of the amendments relate to disclosure and classification requirements as well as terminology and definitions used in the respective standards. The adoption of most of the amendments as mentioned above is expected to have no material impact on the financial statements of the Group. The Group will apply IFRIC 17 if and when it enters into transactions within the scope of this interpretation. The European Union has not yet endorsed IFRS 9 and, as such, the effect on our financial statements has not yet been evaluated. Significant accounting policies The main accounting policies used in the preparation of the consolidated financial statements are as follows: a) Principles of consolidation The consolidated financial statements include within the scope of consolidation, all the subsidiaries and the Company. Subsidiaries are those entities over which the Company or one of our subsidiaries has control (defined as the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities). Subsidiaries are fully consolidated even when acquired with an intention of disposal. Intercompany balances, transactions, and gains and losses, arising from transactions between Group companies have been eliminated. Investments in associates, being those entities over which the Group has significant influence but which are not subsidiaries, and investments in jointventures, being investments jointly controlled with third parties, are accounted for by using the equity method except when these investments meet the held for sale classification. Gains and loses arising from transactions between the Group, and associates and joint-ventures have been eliminated to the extent of the Group s interests in the relevant entity. If the Group share of losses of an entity accounted for under the equity method exceeds its interest in the entity, the Group ceases to recognize its share of further losses. The interest in an entity accounted for the equity method is the carrying amount of the investment in the entity together with any long-term interests that, in substance form part of the investor s net investment in the entity. The financial statements of all our subsidiaries, associates and joint ventures, are prepared at the same financial year-end as the Company s, and the same accounting policies (IFRS-EU) are applied thereto. 12

22 b) Foreign currency transactions Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation at year-end of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of comprehensive income. c) Currency translation The stand-alone financial statements of each of the subsidiaries are presented in each subsidiary s functional currency. As the consolidated financial statements are presented using the Euro, the assets and liabilities for each subsidiary are translated into Euros at year-end closing rates; components of the statement of comprehensive income are translated at average exchange rates for the year; and share capital, additional paid-in capital, and reserves are translated at historical rates. Any exchange differences arising as a result of this translation, for subsidiaries and investments in associates and joint-ventures, are shown together as a separate component of equity attributable to owners of the parent in the Cumulative translation adjustments caption. In the case of translation differences related to minority interests, these are included in the minority interests caption within equity. d) Related parties The Group considers the following as its related parties: its significant shareholders and controlled companies, subsidiaries, associates, joint-ventures and post employment benefit plans, as well as key management personnel and members of the Board of Directors and their close family members. e) Cash equivalents The Group classifies its short-term investments as cash equivalents when held for the purpose of meeting short-term cash commitments, the investments are highly liquid, readily convertible to known amounts of cash and subject only to an insignificant risk of changes in value. These short-term investments generally consist of certificates of deposit, time deposits, commercial paper, short-term government obligations and other money market instruments with maturity of three months or less. Such investments are stated at cost, which approximates fair value. Bank overdrafts that are repayable on demand are included as a component of cash and cash equivalents for the purposes of presenting the statement of cash flows. 13

23 f) Tangible assets Tangible assets are recognized at cost less accumulated depreciation and impairment losses. They are depreciated by applying the straight-line method over the estimated useful lives of the assets: Useful life in years Buildings 50 Data processing hardware and software 2-5 Other tangible assets 3-20 Repairs and renewals are charged to the statement of comprehensive income within Other operating expenses when the expenditure is incurred. The cost of software licences acquired to be used by data processing hardware that needs the software to be capable of operating, are regarded as highly integrated with the data processing hardware and as a tangible fixed asset. g) Leases Leases where the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. The assets are capitalized at an amount equal to the lower of their fair value and the present value of the minimum lease payments at the inception of the lease, and a liability is recognised for such amount. Each lease payment is allocated between the liability and interest expense based on a constant rate of interest on the outstanding principal. The capitalized leased assets are depreciated by applying the straight-line method over the above-mentioned useful lives. Operating lease payments are charged to the statement of comprehensive income within Other operating expenses as incurred over the term of the lease. h) Goodwill Goodwill is measured as the excess of the cost of the business combination over the fair values of identifiable assets, liabilities and contingent liabilities acquired at the acquisition date. When settlement of the purchase consideration is deferred, the cost of the acquisition includes the net present value of the deferred consideration. If the deferred consideration is contingent on future events, the amount of the deferred consideration is estimated at the acquisition date and recognized as liability when the realization is considered probable. Any subsequent adjustment to the estimated amount of deferred consideration is applied as a cumulative adjustment to goodwill in the period of the change in estimate and recognized as liability. The carrying amount of investments in associates includes the related goodwill on these investments. 14

24 Negative goodwill is not recognised but charged to the statement of comprehensive income once the fair value of net assets acquired is reassessed. Goodwill is not amortized and is tested for impairment at the operating segment level which is the cash generating unit or group of cash generating units that are expected to benefit from the synergies of the business combination. Impairment testing is performed annually and whenever there is an indication that the carrying amount may not be fully recoverable. Impairment losses relating to goodwill cannot be reversed in future periods. When goodwill has been allocated to a cash-generating unit and the Group has disposed of an operation within that unit, goodwill associated with the disposed operation, is measured on the basis of the relative value with regards to the portion of the cash-generating unit retained. The attributable amount of goodwill is included in the determination of the profit or loss on disposal. i) Intangible Assets Intangible assets are carried at cost less accumulated amortization and impairment losses, and reviewed periodically and adjusted for any decrease in value as noted in paragraph k). These assets include the following: Patents, Trademarks and Licenses This includes the net cost of acquiring brands and trademarks either by means of business combinations or in separate acquisitions. It also includes the net cost of acquiring software licenses developed outside the Group for GDS and IT solutions. When a brand is deemed to contribute to Group net cash inflows indefinitely, then it is treated as having an indefinite useful life. As such it would not be amortized until its useful life is determined to be finite, impairment tests will be performed annually or whenever there are signs that suggest impairment. For the finite useful life of assets will range between 3 to 10 years, the straight line method being the method applied for charging expense to the statement of comprehensive income within Depreciation and amortization. Technology and Content This caption includes the net costs of acquiring Technology and Content by means of acquisitions through business combinations, through separate acquisitions, or internally generated. These assets are the combination of software elements and travel content, the latter being obtained by Amadeus through its relationships with travel providers. This combination allows the processing of travel transactions (bookings) between supply (travel providers) and demand (travel agencies), and it makes the travel information available to users through the Amadeus System. It also includes the development technology of the IT solutions. Internally generated Technology and Content includes software applications developed by the Group. These costs are recognized as an asset once technical feasibility is established, it is reasonably anticipated that the costs will be recovered through future activities or benefit in future periods; and the cost of the assets can be measured reliably (see paragraph t). 15

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