Adecco S.A. (Holding Company) –
Notes to financial statements
in millions, except share and per share information and compensation table data

Note 2 • Long-term liabilities to related parties

Long-term liabilities to related parties include a consideration of CHF 900 received for the prepaid forward sale of Adecco S.A. shares (“prepaid forward”) in November 2009 in connection with the mandatory convertible bond issued by Adecco Investment (Bermuda) Ltd. (“Adecco Investment”), a wholly-owned subsidiary of Adecco S.A. which is not consolidated in the consolidated financial statements of the Adecco Group (refer to Note 1 and Note 8 to the consolidated financial statements).

As of December 31, 2010, the maximum number of shares to be delivered at any time between November 26, 2009 and November 26, 2012 amounts to 18,046,922 (17,821,782 shares at issuance). The number of shares is adjusted for dividends paid between issuance and conversion. Adecco S.A. is allowed to deliver treasury shares held at the time of exercise instead of issuing new shares of Adecco S.A. out of the approved conditional capital. In 2010 and 2009, Adecco S.A. recorded expenses of CHF 5 and less than CHF 1 respectively, relating to the amortisation of capitalised costs incurred in connection with the prepaid forward. There is no further impact on the statements of operations.

In addition, the short-term and the long-term liabilities to related parties include a loan payable of CHF 148, including CHF 2 representing capitalised interest on the loan from inception to the last rollover date, to Adecco Investment. The loan carries interest rate of 3-month CHF LIBOR plus 1.5% per annum. The loan is repayable in instalments of CHF 61, CHF 59, and CHF 28 on June 1, 2011, June 1, 2012, and November 26, 2012, respectively.