Annual Report 2011

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 Senior Secured Limited Recourse Mandatory Convertible Bonds (“MCB”) 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, 2011, the maximum number of shares to be delivered at any time until November 26, 2012 amounts to 18,386,108 (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 both 2011 and 2010, Adecco S.A. recorded expenses of CHF 5, 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 92, including CHF 5 representing capitalised interest on the loan from inception to the last roll-over 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 59 and CHF 33 on
June 1, 2012, and November 26, 2012, respectively.