ACCOR : 2015 Registration Document filed with the AMF on March 24, 2016

2015 Registration Document

and Annual Financial Report

Content

1. Corporate

   PRESENTATION 3

2. Corporate profile 4

3. Core businesses 4

4. Financial highlights 11

5. Milestones 12

6. Strategic Vision and Outlook 15

7. Corporate

   RESPONSIBILITY 21

8. Vision and commitments 22

9. Steering the CSR APPROACH 29

   AFR

10. commitments to employees 35

11. Social responsibility

    commitments AFR 52

12. Environmental commitments AFR 65

13. Measuring and assessing performance 80

14. Independent verifier's report

    on consolidated social, environmental and societal information presented

    in the management report 94

15. Corporate

    GOVERNANCE 97

16. Administrative and management bodies 98

17. Report of the Chairman

    of the Board of Directors AFR 113

18. Statutory Auditors' report, on the report prepared by the Chairman of the Board

19. Review

    OF 2015 161

20. Financial review 162

21. Report on the parent company financial statements for the year

    ended December 31, 2015 170

22. Material contracts 172

23. Subsequent events 173

24. Financial

    STATEMENTS 175

25. Statutory Auditor's report

    on the consolidated financial statements 176

26. Consolidated financial statements

    and notes 177

27. Statutory Auditors' report

    on the financial statements 250

28. Parent company financial statements

    and notes 251

29. Capital

    AND OWNERSHIP

    STRUCTURE 285

30. Information about the Company 286

31. Share capital AFR 288

32. Ownership structure AFR 292

33. The market for Accor securities 295

34. Other

AFR

of Directors of ACCOR

AFR

1. Risk Management

   AFR

2. Interests and Compensation

3. Statutory auditors' special report on related party agreements

129

130

139

INFORMATION 297

1. Investor relations and documents

   on display 298

   and commitments 157

   AFR Information disclosed in the Annual Financial Report is indicated

   in the contents by the pictogram.

2. Persons responsible for the registration document and the audit of the accounts 300

3. Fees paid to the Auditors AFR 301

4. Information incorporated by reference 301

5. Cross-reference table for

   the Registration Document 302

6. Cross-reference table for

   the Annual Financial Report 304

7. Cross-reference table for

   the Management report 305

8. Cross-reference table for corporate social, societal and environmental responsibility 306

2015

Registration Document

AND ANNUAL FINANCIAL REPORT

The original French version of this translated Registration Document was filed with the Autorité des Marchés Financiers on March 24, 2016 in accordance with article 212-13 of the General Regulations of the Autorité des Marchés Financiers.

It may be used in connection with a financial transaction in conjonction with an Information Memorandum approved by the Autorité des Marchés Financiers.

This document was prepared by the issuer and is binding on its signatories.

1

Corporate

PRESENTATION

1. CORPORATE PROFILE 4

2. CORE BUSINESSES 4

3. Hotels 4

4. Other businesses 10

5. FINANCIAL HIGHLIGHTS 11

6. MILESTONES 12

7. STRATEGIC VISION AND OUTLOOK 15

8. 2015: excellent performance reflecting the benefits

   of the transformation plan 16

9. Outlook 17

10. Implementation of the digital roadmap 18

11. Acquisition and strategic partnership 19

1

CORPORATE PRESENTATION

CORPORATE PROfIlE

1. CORPORATE PROfIlE

   The Accor Group became AccorHotels in 2015 but its legal business name remains unchanged.

   AccorHotels is a Group united by a shared passion for hospitality and driven by a shared promise to make everyone Feel Welcome. Over 190,000 women and men in nearly 3,900 AccorHotels establishments look after thousands of guests every day in 92 countries. AccorHotels is the world's leading hotel operator and offers its customers, partners and employees:

   • its dual expertise as a hotel operator and franchisor (HotelServices) and a hotel owner and investor (HotelInvest);

   • a large portfolio of internationally renowned brands covering the full spectrum, with luxury (Sofitel, Pullman, MGallery by Sofitel, Grand Mercure, The Sebel), midscale (Novotel, Mercure, Mama Shelter, adagio) economy (ibis, ibis Styles, ibis budget, adagio access and hotelF1) establishments;

   • a powerful marketplace and loyalty program Le Club AccorHotels;

   • almost half a century of commitment to corporate citizenship and solidarity with the PLANET 21 program.

2. CORE BUSINESSES

3. HOTELS

   Present in every segment, from luxury to economy, AccorHotels is uniquely positioned in the global hospitality market.

   A PORTFOLIO STRUCTURED TO MEET DEMAND, FROM LUXURY TO ECONOMY

   Luxury and upscale

   Sofitel and its Ambassadors bring French elegance to the world through a collection of prestigious hotels, offering their guests and partners personalized service that combines an emotional experience, outstanding performance and excellence. The Sofitel family comprises three labels that all share the same DNA.

   • Sofitel Legend, an iconic AccorHotels brand;

   • Sofitel hotels & resorts, combining local culture and French

     art de vivre;

   • Sofitel SO, the ideal experience for international, cosmopolitan travelers.

   Network: 114 hotels, 29,538 rooms in 41 countries.

   Guests: 46% business - 54% leisure.

   With MGallery by Sofitel, AccorHotels offers charming locations with their own exciting story. These boutique hotels, boasting the best of French hospitality, will inspire travelers who are curious about the world around them.

   Network: 82 hotels, 8,333 rooms in 23 countries.

   Guests: 36% business - 64% leisure.

   With Pullman Hotels & Resorts AccorHotels welcomes a new generation of upscale hotels. The cosmopolitan brand offers ultra-connected travelers an experience that combines efficiency and comfort.

   Network: 108 hotels, 31,450 rooms in 31 countries.

   Guests: 55% business - 45% leisure.

   Grand Mercure blends local culture with a universal sense of hospitality. In Asia, the Middle East and Latin America, the brand's distinctive personality in each country ensures that guests feel at home. Its hotels are cultural gems in magnificent locations.

   Network: 46 hotels, 9,648 rooms in 11 countries.

   Guests: 50% business - 50% leisure.

   Independence takes on a whole new meaning at The Sebel Hotels and Apartments, with its elegant apartments, spacious design and personalized service. Thanks to this upscale collection of hotels and apartments, travelers looking for autonomy and unparalleled hospitality in a calm and relaxing environment are in for an unforgettable experience.

   Network: 25 hotels, 1,667 rooms in 3 countries.

   Guests: 52% business - 48% leisure.

   1

   CORPORATE PRESENTATION

   CORE BUSINESSES

   Midscale

   Novotel is suited to everyone: from families to solo travelers, travelling for business or leisure. In these hotels, everything has been designed to make you feel perfectly at home. And the teams, famous for their attention to detail, are always ready to help. This unique approach to hospitality, underpinned by simplicity and elegance, is appreciated across the world.

   Within the Novotel family, Suite Novotel offers midscale travelers a warm welcome, 30-square-meter suites and innovative services including free massages, the loan of a vehicle and a gourmet shop. Everything is designed to allow business and leisure guests to enjoy complete autonomy and freedom during their stay.

   Network: 459 hotels, 87,169 rooms in 61 countries.

   Guests: 51% business - 49% leisure.

   In Mercure hotels, every stay is unique. Run by passionate hoteliers, Mercure hotels have a strong local feel that is in tune with the location and people. Mercure does everything it can to provide you with a high-quality and immensely enjoyable experience. (Re) discover Mercure and enjoy a local hotel experience.

   Network: 741 hotels, 93,897 rooms in 56 countries.

   Guests: 58% business - 42% leisure.

   More than just a place to eat and sleep, Mama is an urban kibbutz, a living space for sharing experiences and meeting new people. Mama feels like a mother's love - a warm embrace, a comfortable haven, generous and unique dishes concocted by top chefs. Just like a mother, Mama's overriding aim is to take care of you.

   Network: 6 hotels, 702 rooms in 3 countries.

   You're new in town but you already feel at home. Your apartment is spacious and has everything you need including a kitchen, and our hotel services make life easy for you with 24/7 reception, housekeeping and a breakfast buffet. For a few days or several months, make yourself at home at adagio aparthotels. You can choose from three ranges:

   • adagio, standard aparthotels;

   • adagio access, the economy range;

   • adagio premium, high-end aparthotels.

     Network: 97 aparthotels, 10,532 apartments in 11 countries.

     Guests: 58% business - 42% leisure.

     Economy

     Some people say you can't put a price on comfort. ibis hotels prove otherwise, offering guests comfort at unbeatable prices with modern rooms, innovative bed linen, cozy and stylish living spaces and 24/7 reception services. Welcome to Europe's leading low-cost hotel chain.

     Network: 1,068 hotels, 134,786 rooms in 64 countries.

     Guests: 52% business - 48% leisure.

     Creativity, design and fun are the watchwords for ibis Styles. Upbeat and trendy, this multi-style brand offers a unique blend of comfort and design, as well as services like Wi-Fi and family rooms. Everything is in place to cater to the needs of the modern traveler at an all-inclusive price.

     Network: 310 hotels, 29,274 rooms in 30 countries.

     Guests: 52% business - 48% leisure.

     ibis budget provides a clever, cozy and low-cost offer, with rooms for one, two or three people, fun living spaces, XL showers, and all-you-can-eat breakfast buffets. The leading low-cost hotel skillfully blends simplicity and quality.

     Network: 551 hotels, 52,699 rooms in 17 countries.

     Guests: 52% business - 48% leisure.

     hotelF1 offers fully renovated Duo and Trio rooms featuring a contemporary design as well as new reception and breakfast areas. More dynamic than ever, hotelF1 has established itself as an unconventional brand that meets the expectations of cost-conscious consumers.

     Network: 237 hotels, 17,860 rooms in 1 country.

     For various contractual reasons, 8 hotels representing 1,099 rooms are still operated under the Formule 1 brand.

     A GLOBAL PRESENCE IN EVERY MARKET SEGMENT

     AccorHotels operates worldwide, with a unique portfolio of 3,873 hotels (511,517 rooms) as of December 31, 2015 and a presence in every market segment.

     1

     CORPORATE PRESENTATION

     CORE BUSINESSES

     Hotel portfolio by region and brand at December 31, 2015

     France			Europe (excl. France and Mediterranean)		Asia-Pacific		Americas		Mediterranean, Middle East and Africa		Total
     Brand	Hotels	Rooms	Hotels	Rooms	Hotels	Rooms	Hotels	Rooms	Hotels	Rooms	Hotels Rooms
     Sofitel	11	1,509	17	4,292	43	13,045	17	4,012	26	6,680	114*	29,538
     Pullman	13	3,652	12	3,112	63	18,888	6	1,885	14	3,913	108	31,450
     MGallery	24	1,756	11	1,433	27	2,921	3	291	17	1,932	82	8,333
     Grand Mercure	-	-	-	-	40	8,132	4	964	2	552	46	9,648
     The Sebel	-	-	-	-	25	1,667	-	-	-	-	25	1,667
     Luxury & Upscale	48	6,917	40	8,837	198	44,653	30	7,152	59	13,077	375	80,636
     Novotel	112	15,391	113	22,404	118	28,304	29	6,077	56	11,164	428	83,340
     Suite Novotel	19	2,198	8	1,158	-	-	-	-	4	473	31	3,829
     Mercure	239	23,411	265	34,900	93	15,229	71	10,621	73	9,736	741	93,897
     adagio	28	3,315	10	1,137	-	-	7	547	5	733	50	5,732
     Midscale	398	44,315	396	59,599	211	43,533	107	17,245	138	22,106	1,250	186,798
     Multi-brand	1	51	2	324	20	2,515	-	-	4	675	27	3,565
     ibis	384	33,746	264	36,286	153	26,781	138	20,281	129	17,692	1,068	134,786
     ibis Styles	155	11,101	67	6,588	59	8,407	9	1,154	20	2,024	310	29,274
     ibis budget	330	25,489	142	15,752	32	3,873	22	5,169	25	2,416	551	52,699
     adagio access	45	4,530	2	270	-	-	-	-	-	-	47	4,800
     hotelF1	237	17,860	-	-	-	-	-	-	-	-	237	17,860
     Formule 1		-	1	63	7	1,036	-	-	-	-	8	1,099
     Economy	1,151	92,726	476	58,959	251	40,097	169	26,604	174	22,132	2,221	240,518
     TOTAL	1,598	144,009	914	127,719	680	130,798	306	51,001	375	57,990	3,873 511,517

     * 121 hotels are marlieted through the TARS reservation system.

     AccorHotels is the largest hotel group in Europe, with a network of 2,512 hotels and 271,728 rooms, representing 53% of its room base at December 31, 2015. In other regions, its expertise is deployed through 680 hotels (26% of the room base) in the Asia-Pacific region, 306 hotels (10% of the room base) in Americas region, and 375 hotels (11% of the room base) in the Mediterranean, Africa and the Middle East.

     Hotel portfolio by region at December 31, 2015

     28%

     France

     10%

     Americas

     11%

     Mediterranean, Middle East, Africa

     25%

     Europe (excl. France and Mediterranean)

     26%

     Asia-Pacific

     1

     CORPORATE PRESENTATION

     CORE BUSINESSES

     Hotel portfolio by segment at December 31, 2015

     (% based on number of rooms)

     16%

     47%

     Leases: The income statement of leased hotels are fully consolidated by AccorHotels, which pays rent to the owner. The rent can either be fixed or variable. Fixed rent corresponds to a percentage of asset value, while variable rent is usually indexed to the hotel's revenue. For some hotels, particularly in South America, the rent paid by AccorHotels corresponds to a percentage of the hotel's EBITDAR.

     Ownership: Owned hotels are fully consolidated. While AccorHotels only receives fees from franchised and managed hotels, it records all of the operating income and expenses in its accounts for owned and leased hotels.

     Luxury & Upscale Midscale Economy

     37%

     AccorHotels' strategy is to choose the operating structure of its hotels in accordance with:

     • their positioning (luxury and upscale, midscale or economy);

     • the size of the country and type of economy (developed or emerging);

     • their location (large, mid-size or small city);

     • their return on capital employed;

     • their earnings volatility;

     • their EBIT margin.

       DIFFERENTIATED OPERATING STRUCTURES

       AccorHotels hotels are affiliated with the Group via four main operating structures - franchise agreements, management contracts, leases and ownership. As part of the Group's organization into the HotelInvest and HotelServices businesses, all of the owned and leased hotels are integrated into the HotelInvest portfolio and are operated by HotelServices under management contracts.

       Franchise agreements: Franchised hotels are operated by their owners. AccorHotels provides various services to its franchisees, such as the use of its brands, first and foremost, and access to the Group's centralized booking system. The other services offered to hotel owners include access to the centralized purchasing system and to Académie AccorHotels for employee training. AccorHotels is remunerated for these services via fees, including trademark fees and sales and marketing fees, as well as through the invoicing of additional services, where applicable.

       Management contracts: Hotels under management contracts are similar to franchised hotels in that the personnel is employed directly by the hotel (except for the managing director who is an AccorHotels employee). AccorHotels only records the fees paid by the owner and not the hotel's revenue. However, these hotels are managed by AccorHotels. The fees received include the trademark and sales and marketing fees paid by franchisees, as well as a management fee corresponding to a percentage of EBITDAR and, in some cases, an incentive fee subject to performance criteria.

       In mature markets, the Group prefers asset-light operating structures based on:

   • management contracts in the luxury segment;

   • management contracts or franchise agreements in the upscale segment;

   • management contracts and/or franchise agreements in the midscale segment;

   • franchise agreements in the economy segment in Europe. In emerging markets, the Group focuses on:

   • management contracts in the luxury and upscale segments;

   • joint ventures with local partners in some countries, like India, and management contracts in the midscale segment;

   • all types of operating structures in the economy segments, depending on the brand and the location in key cities.

   As of year-end 2015, 65% of the room base was operated under arrangements that limited earnings volatility, such as management contracts and franchise agreements.

   1

   CORPORATE PRESENTATION

   CORE BUSINESSES

   Hotel portfolio by operating structure and brand at December 31, 2015

   Owned			Fixed lease		Variable lease		Managed		Franchised		Total
   Brand	Hotels	Rooms	Hotels	Rooms	Hotels	Rooms	Hotels	Rooms	Hotels	Rooms	Hotels Rooms
   Sofitel	17	2,642	4	1,199	5	651	85	23,850	3	1,196	114*	29,538
   Pullman	5	1,119	5	1,219	7	2,249	72	20,912	19	5,951	108	31,450
   MGallery	3	291	5	581	3	432	32	3,733	39	3,296	82	8,333
   Grand Mercure	-	-	-	-	-	-	28	8,336	18	1,312	46	9,648
   The Sebel	-	-	-	-	-	-	12	1,079	13	588	25	1,667
   Luxury & Upscale	25	4,052	14	2,999	15	3,332	229	57,910	92	12,343	375	80,636
   Novotel	49	9,848	37	7,500	106	17,932	149	35,408	87	12,652	428	83,340
   Suite Novotel	1	118	6	971	11	1,396	5	637	8	707	31	3,829
   Mercure	39	6,282	47	7,744	66	9,934	194	30,880	395	39,057	741	93,897
   adagio	2	207	8	916	5	586	32	3,757	3	266	50	5,732
   Midscale	91	16,455	98	17,131	188	29,848	380	3,031	493	52,682	1,250	186,798
   Multi-brand	1	294	1	51	-	-	22	3,031	3	189	27	3,565
   ibis	121	18,272	98	13,722	197	29,140	158	28,945	494	44,707	1,068	134,786
   ibis Styles	7	791	12	1,025	9	1,692	43	7,025	239	18,741	310	29,274
   ibis budget	65	6,786	77	8,538	85	10,564	40	5,723	284	21,088	551	52,699
   adagio access	-	-	4	383	1	160	42	4,257	-	-	47	4,800
   hotelF1	20	1,455	-	-	158	12,578	-	-	59	3,827	237	17,860
   Formule 1	1	63	-	-	-	-	7	1,036	-	-	8	1,099
   Economy	214	27,367	191	23,668	450	54,134	290	46,986	1,076	88,363	2,221	240,518
   TOTAL	331	48,168	304	43,849	653	87,314	921	178,609	1,664	153,577	3,873 511,517

   * 121 hotels are marlieted through the TARS reservation system.

   Hotel portfolio by operating structure at December 31, 2015

   (% based on number of rooms)

   9%

   Hotel portfolio by segment and operating structure at December 31, 2015

   (% based on number of rooms)

   17%

   9%

   Management Franchise Fixed lease Variable lease Owned

   30%

   35%

   72%

   15%

   4%

   4%

   5%

   Luxury & Upscale

   38%

   28%

   9%

   16%

   9%

   Midscale

   20%

   36%

   10%

   23%

   11%

   Economy

   Management Franchise Fixed lease Variable lease Owned

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   CORPORATE PRESENTATION

   CORE BUSINESSES

   Hotel portfolio by operating structure and region at December 31, 2015

   Hotel portfolio by region and operating structure at December 31, 2015

   (% based on number of rooms)

   Owned Fixed lease Variable lease Managed Franchised										Total
   Hotels Rooms Hotels Rooms Hotels Rooms Hotels Rooms Hotels Rooms									Hotels Rooms
   France 62	6,537	40	4,578	401	46,168	108	13,370	987	73,356	1,598	144,009
   Europe (excl. France and Mediterranean) 168	26,400	185	28,356	131	20,432	117	16,988	313	35,543	914	127,719
   Mediterranean, Middle East, Africa 55	7,853	32	4,059	53	7,450	131	27,031	104	11,597	375	57,990
   Asia-Pacific 14	2,265	43	6,298	5	1,105	432	97,744	186	23,386	680	130,798
   Americas 32	5,113	4	558	63	12,159	133	23,476	74	9,695	306	51,001
   TOTAL 331	48,168	304	43,849	653	87,314	921	178,609	1,664	153,577

   3,873 511,517

   The above breakdown of the hotel portfolio shows the number of rooms, the type of operating structure and the location of the hotels at December 31, 2015. The cost value of the assets is presented on page 169.

   Occupancy rates, average room rates and Revenue Per Available Room (RevPAR) are described in the analysis of consolidated results on page 162.

   60%

   40%

   France

   41%

   59%

   Europe (excl. France and Medi- terranean)

   67%

   33%

   Medi- terranean, Middle East, Africa

   93%

   7%

   Asia- Pacific

   65%

   35%

   Americas

   Hotel projects currently underway are presented in note 3 to the consolidated financial statements on page 195.

   Environmental issues are described in the environmental commitments section on page 65.

   MARKETS AND COMPETITION

   AccorHotels ranks sixth in the global hotel industry, based on number of rooms.

   Hotel companies ranked by number of rooms worldwide at January 1, 2016

   Rank	Group	Number of rooms	Number of hotels
   1	Hilton Worldwide	751,350	4,565
   2	Marriott International	746,523	4,366
   3	Intercontinental Hotels Group	744,368	5,032
   4	Wyndham Hotel Group	678,042	7,812
   5	AccorHotels	511,517	3,873

   Managed & Franchised Owned & Leased

   PROPERTY

   Around half of property, plant and equipment recognized in the

   6 Choice Hotels International 507,483 6,423

   consolidated balance sheet primarily corresponds to hotel assets

   that are either owned outright or held under finance leases. The cost value of consolidated property, plant and equipment stood at

   €5,731 million at December 31, 2015, while their carrying amount was €3,024 million, representing 33.8% of total consolidated assets at that date (see note 15 to the consolidated financial statements, page 214).

   Sources: MKG Hospitality database - March 2016.

   The above competitors share two characteristics: they are all well established in the United States and they mainly operate through franchise agreements.

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   CORPORATE PRESENTATION

   CORE BUSINESSES

   European hospitality companies by number of rooms at January 1, 2016(28-country European Union)

   European integrated hotel chains by number of rooms at January 1, 2016 (28-country European Union)

   Rank	Group	Number of rooms	Number of hotels	Rank	Chain	Number of rooms	Number of hotels
   1	AccorHotels	274,149	2,535	1	ibis megabrand (ibis, ibis Styles,
   2	Intercontinental Hotels Group	90,946	590	ibis budget)	133,498	1,397
   3	Best Western	90,340	1,300	2	Best Western	90,340	1,300
   4	Louvre Hotels Group	3	Holiday Inn	66,898	476
   (Jin Jiang)	68,912	973	4	Mercure	60,859	531
   5	Whitbread	60,261	708	5	Premier Inn	60,261	708

   Source: MKG Hospitality database - January 2016.

   According to the MKG Hospitality report, three AccorHotels chains rank among the top ten, in number of rooms, in the 28-country European Union.

   6 Novotel/Suite Novotel 43,353 263

   7 NH Hotels 43,196 287

   9	Travelodge	35,997	489
   10	Radisson Blu	31,804	140

   8 Hilton International 36,008 136

   Sources: MKG Hospitality database - January 2016.

4. OTHER BUSINESSES

Other businesses, which are not material compared with the hotels business, include the corporate departments and the marginal Casinos business. They are presented as part of the "Multi-brand" segment.