Annual Report 2009 - Falck
Annual Report 2009 - Falck
Annual Report 2009 - Falck
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<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Contents<br />
Management review 2<br />
Highlights of the year 6<br />
Financial highlights 8<br />
Business areas 11<br />
Financial review 32<br />
Corporate governance 42<br />
Risk factors 46<br />
Financial risks 48<br />
CSR – report on corporate social responsibility 50<br />
Management’s statement 54<br />
Independent auditors’ report 55<br />
Group financial statements 57<br />
Income statement 58<br />
Statement of recognised income and expense 59<br />
Balance sheet 60<br />
Equity statement 62<br />
Cash flow statement 63<br />
Notes to the financial statements 64<br />
Parent company financial statements 103<br />
Income statement 104<br />
Statement of recognised income and expense 105<br />
Balance sheet 106<br />
Equity statement 108<br />
Cash flow statement 109<br />
Notes to the financial statements 110<br />
Board of Directors, Executive Mangement Board and auditors 118<br />
Legal entities in the <strong>Falck</strong> Group 120<br />
Definitions of ratios 123<br />
The <strong>Annual</strong> <strong>Report</strong> for <strong>2009</strong> is a translation of the original report in the Danish language (Årsrapport <strong>2009</strong>).<br />
In case of discrepancies, the Danish version prevails.
al revie<br />
Contents<br />
Norway<br />
Assistance,<br />
Taining,<br />
Emergency,<br />
Healthcare<br />
Finland<br />
473 employees<br />
Assistance,<br />
Emergency<br />
80 employees<br />
<strong>Falck</strong> worldwide Denmark<br />
Sweden<br />
Assistance,<br />
Assistance,<br />
Training,<br />
Emergency,<br />
Emergency,<br />
Healthcare<br />
Healthcare<br />
1,379 employees<br />
Estonia<br />
United<br />
9,122 employees<br />
Assistance<br />
Kingdom<br />
22 employees<br />
Training<br />
90 employees<br />
Russia<br />
Training<br />
United States<br />
Training<br />
268 employees Management<br />
The<br />
Netherlands<br />
Training ,<br />
Emergency<br />
418 employees<br />
Poland<br />
Emergency,<br />
Healthcare<br />
2,117 employees<br />
Review p.2 Belgium<br />
Emergency<br />
Slovakia<br />
Thailand<br />
Emergency,<br />
Training<br />
Healthcare<br />
8 employees<br />
<strong>Falck</strong> worldwide p.4<br />
1,413 employees<br />
241 employees<br />
Germany<br />
Training<br />
Trinidad<br />
Training<br />
30 employees<br />
Spain<br />
Emergency<br />
305 employees<br />
Romania<br />
Emergency<br />
233 employees<br />
United Arab<br />
Emirates<br />
Healthcare<br />
Training<br />
46 employees<br />
lck lifted revenue by<br />
Nigeria<br />
6.6%<br />
Training<br />
Malaysia<br />
46 employees<br />
Training<br />
75 employees<br />
Brazil<br />
Training<br />
82 employees<br />
Business areas p.11<br />
hich was consistent with<br />
f<br />
4 <strong>Annual</strong><br />
organic<br />
<strong>Report</strong> <strong>2009</strong><br />
growth was 4.3% 659<br />
growth<br />
Financial<br />
rate of 6-7%.<br />
Financial<br />
The<br />
Review p.32 statements 23,235<br />
p.57<br />
enerated outside Denmark<br />
the growth rate for<br />
Singapore<br />
Training<br />
4 employees<br />
Vietna<br />
Training<br />
5 emplo<br />
3,436
Management review<br />
2 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
<strong>Falck</strong>’s international expansion continued as planned in<br />
<strong>2009</strong>. At the end of the year, we had operations in 23<br />
countries on five continents – up from 20 countries of<br />
operation in 2008. In <strong>2009</strong>, we continued to roll out the<br />
services of our four business areas: Assistance, Emergency,<br />
Healthcare and Training.<br />
Thus, we further strengthened the basis for our mission:<br />
to prevent accidents, diseases and emergency situations,<br />
to rescue and assist people in emergencies quickly and<br />
competently and to rehabilitate people after illness and<br />
injury.<br />
Consolidated revenue rose by 6.6% to DKK 7.5 billion in<br />
spite of the global financial crisis. In recent years, revenue<br />
from operations outside Denmark has constituted a<br />
steadily increasing part of consolidated revenue; this trend<br />
continued in <strong>2009</strong>, as our foreign operations accounted<br />
for 34.6% of revenue, up from 31.9% in 2008. The rate of<br />
organic growth was 4.3%, composed of 8.3% outside<br />
Denmark and 2.5% in Denmark.<br />
<strong>Falck</strong>’s continuing expansion and the efforts to improve<br />
our business procedures and processes were reflected in<br />
the performance for the year, as EBITA increased by 22.8%<br />
to DKK 721 million, which was consistent with our<br />
forecasts.<br />
<strong>Falck</strong> won several important new contracts during the<br />
year, including in Slovakia, Poland and Norway, whilst the<br />
tender rounds in all Danish regions ended up with <strong>Falck</strong><br />
still being the provider of ambulance services to approximately<br />
85% of the Danish population. <strong>Falck</strong> also won a<br />
tender for firefighting services at the airports of Arlanda<br />
and Bromma near the Swedish capital, Stockholm. A<br />
contract was signed with Denmark’s secondlargest<br />
International growth<br />
– propelled by<br />
empathy and drive<br />
general insurer, Topdanmark, for roadside assistance to<br />
their more than 200,000 customers in 2010. We also<br />
succeeded in winning contracts with six Danish municipalities<br />
for assistance to their job centres in their efforts<br />
to get people with long periods on sickness benefits back<br />
to work.<br />
In the Assistance business, we succeeded in writing<br />
50,000 new subscriptions for auto assistance in Sweden<br />
and Norway. Six new training centres were opened on four<br />
continents which provide training to offshore and other<br />
staff in taking care of themselves and others. Moreover,<br />
<strong>Falck</strong> set up in the market for private home care through<br />
the acquisition of the company DanskHjemmePleje<br />
Service. In the Emergency business, the tendering organisa<br />
tion was strengthened through the establishment of<br />
Emergency Medical Services to put <strong>Falck</strong> in an even stronger<br />
position to participate in the tenders expected in this<br />
area in a number of countries in the years to come.<br />
This business progress is based on our general vision<br />
which we have pursued for more than 100 years: <strong>Falck</strong><br />
helps people through people. We stand united in a strong<br />
desire to provide assistance with empathy and drive.<br />
<strong>Falck</strong> is the combination of the strong spirit otherwise<br />
found only in voluntary relief organisations and the dedication<br />
seen in efficient commercial organisations.<br />
We intend to retain this unique combination in 2010 and<br />
the years ahead in our efforts to fulfil our vision and our<br />
business targets in the communities we serve around the<br />
world.<br />
Lars Nørby Johansen Allan Søgaard Larsen<br />
Chairman President and CEO<br />
www.falck.com<br />
3
<strong>Falck</strong> worldwide Denmark<br />
Assistance,<br />
Training,<br />
Emergency,<br />
4 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
United States<br />
Training<br />
268 employees<br />
Trinidad<br />
Training<br />
30 employees<br />
Brazil<br />
Training<br />
82 employees<br />
United<br />
Kingdom<br />
Training<br />
90 employees<br />
Belgium<br />
Emergency<br />
241 employees<br />
The<br />
Netherlands<br />
Training ,<br />
Emergency<br />
418 employees<br />
Healthcare<br />
9,122 employees<br />
Spain<br />
Emergency<br />
305 employees
Norway<br />
Assistance,<br />
Training,<br />
Emergency,<br />
Healthcare<br />
473 employees<br />
Germany<br />
Training<br />
Nigeria<br />
Training<br />
46 employees<br />
Sweden<br />
Assistance,<br />
Emergency,<br />
Healthcare<br />
1,379 employees<br />
Finland<br />
Assistance,<br />
Emergency<br />
80 employees<br />
Poland<br />
Emergency,<br />
Healthcare<br />
2,117 employees<br />
Romania<br />
Emergency<br />
233 employees<br />
Estonia<br />
Assistance<br />
22 employees<br />
Slovakia<br />
Emergency,<br />
Healthcare<br />
1,413 employees<br />
United Arab<br />
Emirates<br />
Healthcare,<br />
Training<br />
46 employees<br />
Malaysia<br />
Training<br />
75 employees<br />
Russia<br />
Training<br />
Thailand<br />
Training<br />
8 employees<br />
Singapore<br />
Training<br />
4 employees<br />
Vietnam<br />
Training<br />
5 employees<br />
www.falck.com<br />
5
Highlights of the year<br />
February<br />
Region Southern Denmark signs a fouryear contract<br />
with <strong>Falck</strong> for ambulance services, transport of stretcher<br />
patients and operation of the related dispatch centre.<br />
Region Southern Denmark has an option to extend the<br />
contracts for an additional two years.<br />
The agreement, including a potential extension, has a<br />
value of almost DKK 3 billion and is the largest single<br />
contract in <strong>Falck</strong> history.<br />
February<br />
<strong>Falck</strong> takes over the Nordic alarm centre in Stockholm,<br />
Sweden, from Frenchbased assistance company Europ<br />
Assistance. This gives <strong>Falck</strong> a solid platform for its travel<br />
assistance activities in the Nordic region as well as access<br />
to Europ Assistance’s global network of partners and<br />
local agents.<br />
6 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
April<br />
Her Royal Highness Princess Benedikte attends the ope<br />
ning ceremony at Nibøl for a hangar for the emergency<br />
helicopter <strong>Falck</strong> operates in collaboration with Germanbased<br />
DRF Luftrettung and Region Southern Denmark.<br />
The emergency helicopter operated 115 missions in the<br />
southern part of Denmark in <strong>2009</strong>.<br />
May<br />
<strong>Falck</strong> signs an agreement to operate a training centre in<br />
Abu Dhabi in the United Arab Emirates. Training centres<br />
for employees working in the offshore industry etc. were<br />
also opened in Nigeria, Thailand, Germany, the<br />
United States and Vietnam. Moreover, <strong>Falck</strong> has opened<br />
a representative office in Moscow.
June<br />
<strong>Falck</strong> wins a tender for fire and rescue services at Stockholm’s<br />
Arlanda and Bromma airports. <strong>Falck</strong> will need to<br />
hire some 55 employees for the services which, in addition<br />
to firefighting, include firstaid services at the airports.<br />
June<br />
<strong>Falck</strong> signs a collaborative agreement with major Danish<br />
insurer Topdanmark. Under the agreement, <strong>Falck</strong> will<br />
provide services to Topdanmark’s more than 200,000<br />
road side assistance customers in 2010. In addition to<br />
roadside assistance, the agreement also comprises trans<br />
port of seated persons and patients as well as assistance<br />
for salvaging machinery, transport of animals and rescue<br />
services for animals.<br />
September<br />
<strong>Falck</strong> wins 18 new stations in the first of three tender<br />
rounds in Slovakia. In a second and third tender round,<br />
<strong>Falck</strong> increased the number of stations to be operated in<br />
Slovakia to a total of 90 from the previous 74 stations.<br />
November<br />
Under the name of <strong>Falck</strong> Hjemmepleje, <strong>Falck</strong> begins to<br />
offer people in Denmark both practical assistance and<br />
personal care. <strong>Falck</strong> has initially acquired 80% of the<br />
company Dansk HjemmePlejeService, which provides<br />
home care services to 1400 people, primarily in the<br />
Greater Copen hagen area.<br />
December<br />
In the Norwegian region Helse Midt, <strong>Falck</strong> starts up operations<br />
of 13 new stations involving 17 ambulances and 112<br />
fulltime employees. <strong>Falck</strong> won the contracts for the stations<br />
in a tender round earlier in the year when <strong>Falck</strong> was<br />
awarded contracts for ambulance services in two out of<br />
four areas. The contracts are three times the size of <strong>Falck</strong>’s<br />
previous ambulance operations in Norway.<br />
www.falck.com<br />
7
Financial highlights (DKK million)<br />
<strong>Falck</strong> Group<br />
The Group focuses on a number of key figures and ratios which are not all derived directly from the income statement, cash flow statement and<br />
balance sheet. These key figures and ratios are shown below.<br />
INCOME STATEMENT 2005* 2006 2007 2008 <strong>2009</strong><br />
Revenue 4,728 5,382 6,271 7,066 7,529<br />
Other operating income 25 52 61 28 41<br />
Cost of sales, staff costs and other external costs (4,188) (4,745) (5,517) (6,252) (6,581)<br />
EBITDA 565 689 815 842 989<br />
Amortisation, depreciation and impairment (239) (244) (245) (255) (268)<br />
EBITA 326 445 570 587 721<br />
Amortisation and impairment of goodwill (162) <br />
Amortisation and impairment of intangible assets from acquisitions (4) (9) (13) (19)<br />
Operating profit before exceptional items 164 441 561 574 702<br />
Net exceptional items 160 1 17 <br />
Profit before financials 324 442 578 574 702<br />
Financials, etc. (269) (195) (176) (201) (114)<br />
Profit before tax 55 247 402 373 588<br />
Income taxes (20) (66) (91) (98) (171)<br />
Profit for the year 35 181 311 275 417<br />
Minority interests (15) (26) (25) (18) (15)<br />
Profit attributable to <strong>Falck</strong> 20 155 286 257 402<br />
KEY R ATIOS<br />
Revenue growth (%) 12.1 13.8 16.5 12.7 6.6<br />
Organic growth (%) 7.4 9.5 7.3 9.3 4.3<br />
Operating margin (%) 6.9 8.3 9.1 8.3 9.6<br />
Effective tax rate, normalised for change in tax rate in 2007 (%) 9.5 26.6 26.4 26.3 29.0<br />
Earnings per share (EPS) DKK 0.2 1.7 3.2 2.9 4.4<br />
Diluted earnings per share (DEPS) DKK 0.2 1.7 3.1 2.7 4.3<br />
Number of employees at yearend 11,797 13,813 15,083 16,044 16,457<br />
As opposed to the presentation in the financial statements, amortisation and impairment of intangible assets from acquisitions is stated<br />
separately in the statements above. This provides a better opportunity to compare earnings independently of whether or not an operation<br />
was obtained through acquisition or by establishment of a new business.<br />
Revenue growth<br />
%<br />
18<br />
16<br />
14<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
2005<br />
Revenue growth<br />
Organic growth<br />
2006<br />
8 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Revenue<br />
2007<br />
2008<br />
DKK million<br />
<strong>2009</strong><br />
9,000<br />
8,000<br />
7,000<br />
6,000<br />
5,000<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
0<br />
Operating margin<br />
%<br />
10<br />
9<br />
8<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong>
Financial highlights (DKK million)<br />
<strong>Falck</strong> Group<br />
CASH FLOW STATEMENT 2005* 2006 2007 2008 <strong>2009</strong><br />
EBITA 326 445 570 587 721<br />
Amortisation, depreciation and impairment 239 244 245 255 268<br />
EBITDA 565 689 815 842 989<br />
Change in working capital including operating provisions 27 143 (31) 6 379<br />
Investments in intangible assets and property, plant and equipment (208) (232) (257) (295) (336)<br />
Sales of noncurrent assets 14 35 21 13 64<br />
Free cash flow 398 635 548 566 1,096<br />
Exceptional items (30) (3) 4 <br />
Interest paid (158) (159) (219) (167) (129)<br />
Income taxes paid (39) (66) (97) (99) (166)<br />
Free cash flow after exceptional items, interest and tax 171 407 236 300 801<br />
Investments in acquisitions (3,123) (390) (59) (460) (73)<br />
Dividends paid, repayments and changes in interestbearing debt 3,183 48 (99) 258 (528)<br />
Change in cash and cash equivalents 231 65 78 98 200<br />
KEY R ATIOS<br />
Cash conversion rate (%) 122.1 142.7 96.1 96.4 152.0<br />
Net capital investments less depreciation (45) (47) (9) 27 (8)<br />
Cash flow from operating activities 358 565 449 575 1,063<br />
In the Group, cash flows are divided into free cash flow, investments in acquisitions and dividends paid, repayments and change in interestbearing<br />
debt. In the free cash flow, investment in intangible assets and property, plant and equipment is deducted as the Group invests in<br />
vehicles, infrastructure and similar assets as part of ordinary operations. Thus, the free cash flow reflects the amount available for acquisitions,<br />
and servicing of debt.<br />
For definitions of ratios, see page 123<br />
* Includes the period from inception on 23 August 2004 to 31 December 2005; the <strong>Falck</strong> Group is included from 1 January 2005. For the period from August to<br />
December 2004, the statement only includes financial expense of DKK 12 million. The comparative figures before 2006 have not been restated to reflect the<br />
transition to IFRS.<br />
Cash conversion rate<br />
%<br />
160<br />
140<br />
120<br />
100<br />
80<br />
60<br />
40<br />
20<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
Net capital investments less depreciation<br />
DKK million<br />
30<br />
20<br />
10<br />
0<br />
-10<br />
-20<br />
-30<br />
-40<br />
-50<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
www.falck.com<br />
9
Financial highlights (DKK million)<br />
<strong>Falck</strong> Group<br />
BAL ANCE SHEET 2005* 2006 2007 2008 <strong>2009</strong><br />
Current assets excluding cash and cash equivalents, etc. 486 603 754 813 1,020<br />
Liabilities excluding credit institutions, income taxes, etc. (1,353) (1,607) (1,706) (1,766) (2,365)<br />
Operating provisions (85) (74) (74) (75) (68)<br />
Noncurrent assets excluding goodwill 1,536 1,544 1,562 1,635 1,690<br />
Net operating assets excluding goodwill 584 466 536 607 277<br />
Goodwill 3,136 3,387 3,594 3,897 4,075<br />
Intangible assets from acquisitions 15 28 93 81<br />
Income taxes (18) (19) (15) (24) (22)<br />
Net operating assets including goodwill 3,702 3,849 4,143 4,573 4,411<br />
Equity attributable to <strong>Falck</strong> Holding 225 424 694 885 1,346<br />
Minority interests 83 118 140 23 61<br />
Total equity 308 542 834 908 1,407<br />
Net interestbearing debt 3,245 3,336 3,139 3,377 2,577<br />
Provisions for deferred tax 95 100 102 63 93<br />
Nonoperating assets and liabilities 54 (129) 68 225 334<br />
Financing 3,702 3,849 4,143 4,573 4,411<br />
KEY R ATIOS<br />
Total assets 5,431 6,083 6,355 6,979 7,635<br />
Equity ratio (%) 5.7 8.9 13.1 13.0 18.4<br />
Return on equity (%) 22.2 63.8 60.1 32.6 36.0<br />
Return on equity excluding exceptional items (%) 4.3 4.5 57.1 32.6 36.0<br />
Net interestbearing debt to EBITDA, normalised 5.76 4.46 3.85 3.76 2.64<br />
For definitions of ratios, see page 123<br />
* Includes the period from inception on 23 August 2004 to 31 December 2005; the <strong>Falck</strong> Group is included from 1 January 2005. For the period from August to<br />
December 2004, the statement only includes financial expense of DKK 12 million. The comparative figures before 2006 have not been restated to reflect the<br />
transition to IFRS.<br />
Operating assets and liabilities<br />
DKK million<br />
2,400<br />
2,000<br />
1,600<br />
1,200<br />
800<br />
400<br />
10 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
Operating assets Operating liabilities<br />
<strong>2009</strong><br />
Net interest-bearing debt to EBITDA, normalised<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong>
Business area<br />
developments<br />
www.falck.com<br />
11
Assistance | Worldwide<br />
Denmark, Estonia, Finland, Norway, Sweden.<br />
12 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Assistance I Revenue<br />
DKK million<br />
2,400<br />
2,100<br />
1,800<br />
1,500<br />
1,200<br />
900<br />
600<br />
300<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong>
Morten Christiansen<br />
Age 37, Assistance rescue officer<br />
Denmark<br />
Before he joined <strong>Falck</strong> in October 2008, Morten Christiansen worked as an auto<br />
mechanic. He has always had a dream of working for <strong>Falck</strong> because he enjoys<br />
the variation and unpredictability of the job.<br />
“It is a huge satisfaction to me to help other people. People often give me a hug<br />
when I can fix their car on the spot so that they don’t have to wait for a repair<br />
and pay an expensive bill. It is really great to see how much people appreciate<br />
my efforts,” he adds.<br />
Morten has a big fleet at his disposal. He drives many different vehicles<br />
ranging all the way from patient transport vehicles and breakdown vehicles.<br />
Assistance I Organic growth<br />
%<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
Thousands<br />
Assistance<br />
Assistance I Subscribers<br />
1,400<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
www.falck.com<br />
13
Assistance<br />
Assistance<br />
• 50,000 new subscribers in Norway and Sweden<br />
• Topdanmark customers serviced by <strong>Falck</strong> since<br />
1 January 2010<br />
• Collaboration with Europ Assistance in the travel<br />
assistance market<br />
• <strong>Falck</strong> Alarm now also offered to minor corporate<br />
customers<br />
Did you know that …<br />
14 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
120,000 responses in Norway<br />
is how busy the 150 <strong>Falck</strong> stations are every year.<br />
Moreover, 450,000 Norwegians have a subscription<br />
for road-side assistance, and 900,000 bicycles are registered<br />
in the <strong>Falck</strong> bicycle register.<br />
<strong>Falck</strong> provides a number of Assistance services with the<br />
objective of giving subscribers the best possible degree of<br />
security and peace of mind – either by preventing accidents<br />
or by providing fast and competent assistance if an<br />
accident should occur. It is a characteristic of the <strong>Falck</strong> services<br />
that our subscribers get help to move on when ever<br />
they have a problem or are in an emergency situation. The<br />
services are usually based on subscriptions within the<br />
areas of automobile, home/building, travel and health for<br />
private customers or on contracts with insurance companies,<br />
businesses and public institutions. Moreover, <strong>Falck</strong><br />
provides consultation on safety and working en vironment<br />
and has extensive activities within preventive training and<br />
education.<br />
In the Assistance business, <strong>Falck</strong> is active mainly in Denmark,<br />
Estonia, Finland, Norway and Sweden. In <strong>2009</strong>,<br />
<strong>Falck</strong> had more than1.2 million private customers and<br />
approximately 100,000 customers among businesses and<br />
public institu tions. The total number of responses provided<br />
by <strong>Falck</strong>’s Assistance business in <strong>2009</strong> was 1,145,420.<br />
The general economic downturn in <strong>2009</strong> put financial<br />
pressure on many <strong>Falck</strong> customers. Nevertheless, <strong>Falck</strong><br />
succeeded in increasing its revenue from the Assistance<br />
business as compared with 2008.<br />
<strong>Falck</strong> expanded its collaboration with the insurance industry<br />
in <strong>2009</strong>. In Denmark, a new contract was signed with<br />
Topdanmark for Topdanmark’s more than 200,000 road<br />
assistance customers to be serviced by <strong>Falck</strong> in 2010.<br />
Moreover, a fiveyear contract has been signed with a large<br />
Nordic insurance company regarding auto assistance in<br />
Finland, Norway and Sweden.<br />
<strong>Falck</strong> TravelCare was established in late 2008 with a view<br />
to helping insurance companies and businesses handle the<br />
health, safety and security risks faced by travelling custo
mers and their staff. Through the acquisition of the<br />
Nordic control centre of Frenchbased assistance company<br />
Europ Assistance in <strong>2009</strong>, <strong>Falck</strong> TravelCare has obtained a<br />
solid platform in the Nordic region as well as access to<br />
Europ Assistance’s global network of partners and local<br />
agents.<br />
<strong>Falck</strong>’s venture in the alarm market met expectations.<br />
The positive trend is expected to continue in 2010, as<br />
businesses can now also make use of the alarm solutions<br />
from the beginning of 2010 because <strong>Falck</strong>’s alarm concept<br />
has been approved for that segment.<br />
In the business market, <strong>2009</strong> saw a breakthrough for <strong>Falck</strong><br />
Sirius Eco Drive, an efficient fleet management system<br />
designed to help the transport sector reduce costs and its<br />
negative environmental impact. One of the contracts signed<br />
by <strong>Falck</strong> for this business is with one of Denmark’s largest<br />
bus companies to install the system in 2,400 busses.<br />
There was focus on product development again in <strong>2009</strong>:<br />
for instance, <strong>Falck</strong> has developed an improved heartstarter<br />
concept which includes not only heartstarters but also<br />
services such as courses and crisis therapy.<br />
In <strong>2009</strong>, <strong>Falck</strong> had more<br />
than 1.2 million private<br />
customers and approximately<br />
100,000 customers<br />
among businesses and<br />
public institutions<br />
Did you know that …<br />
More than EUR 1 billion per year<br />
is the revenue generated by Europ Assistance, which<br />
collaborates with <strong>Falck</strong> TravelCare. <strong>Falck</strong> TravelCare<br />
offers travel assistance to insurance companies and<br />
corporate employees. The agreement with Europ<br />
Assistance gives <strong>Falck</strong> access to a global network of<br />
service providers.<br />
www.falck.com<br />
15
Emergency | Worldwide<br />
Belgium, Denmark, Finland, the Netherlands, Norway, Poland, Romania, Slovakia,<br />
Spain, Sweden.<br />
16 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Emergency I Revenue<br />
DKK million<br />
4,500<br />
4,000<br />
3,500<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong>
Agnieszka Piasecka<br />
Age 33, Ambulance rescue officer,<br />
Poland<br />
Emergency I Organic growth<br />
%<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
Emergency I <strong>Falck</strong> ambulances<br />
Numbers<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
Emergency<br />
Agnieszka Piasecka is a trained nurse and has many years of experience with<br />
emergency work. She describes herself as observant and analytical, and she<br />
takes pride in making a difference.<br />
”The job as a <strong>Falck</strong> rescue officer is sometimes extremely hard, especially in<br />
situations when children have been injured. But it is an indescribable feeling to<br />
assist people in need of help. Some time ago, a man came into our office to<br />
thank us because we had helped him. As a <strong>Falck</strong> rescue officer, you see many<br />
people every day, and I can’t even remember all the people I have helped, but<br />
he remembered everything. It feels good when your work is remembered and<br />
appreciated so much,” said Agnieszka.<br />
2007<br />
2008<br />
<strong>2009</strong><br />
www.falck.com<br />
17
Emergency<br />
Emergency<br />
• Won contracts for ambulance services in Slovakia,<br />
Poland and Norway<br />
• Renewed ambulance contracts in Denmark<br />
• Won a firefighting contract for Swedish airports<br />
• Signed contracts for a number of firefighting services<br />
in Spain<br />
<strong>Falck</strong> provides services to<br />
up to one million sick or<br />
injured persons<br />
18 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
<strong>Falck</strong> operates more than 900 ambulances and is Europe’s<br />
largest privatesector provider of ambulance services. Each<br />
year, <strong>Falck</strong> provides services to up to one million sick or<br />
injured persons in seven countries. In addition, <strong>Falck</strong><br />
operates the world’s largest private fire brigade, providing<br />
firefighting and fireprevention services in five countries.<br />
With the establishment of the Emergency Medical Services<br />
Division in the summer of <strong>2009</strong>, <strong>Falck</strong> put greater<br />
focus on international activities by submitting tenders for<br />
ambulance services, firefighting and airport services. The<br />
initiative has led to the establishment of companies in a<br />
number of new countries, making <strong>Falck</strong> ready to respond<br />
to expected invitations for tenders in the years to come.<br />
In Slovakia, <strong>Falck</strong> has been responsible for ambulance ser<br />
vices in about a third of the country during the past four<br />
years. Tenders were invited again for all ambulance contracts<br />
in <strong>2009</strong>. The tender round was completed in early<br />
2010 and <strong>Falck</strong> won contracts for 90 stations, equivalent<br />
to 20% growth relative to the 74 stations already operated<br />
by <strong>Falck</strong>.<br />
Also in Slovakia, <strong>Falck</strong> signed a contract with the secondlongest<br />
motor race track in Europe, Slovakia Ring, which is<br />
used more than 200 days a year by 50100 motor sports<br />
drivers. <strong>Falck</strong>’s job is to provide ambulance services to the<br />
drivers and their teams.<br />
<strong>Falck</strong> ambulances have operated in Poland since 1993,<br />
and in <strong>2009</strong> <strong>Falck</strong> strengthened its position in the Polish<br />
market, among other things by winning new contracts for<br />
five stations involving eight new ambulances. At the same<br />
time, the standard of quality was further increased at<br />
already existing <strong>Falck</strong> stations which operate 79 ambulances.
In Norway, <strong>Falck</strong> also won tenders for ambulance services:<br />
in two out of four regions in the Helse Midt region and a<br />
contract for Sykehuset Innland near Oslo. Altogether <strong>Falck</strong><br />
secured contracts for 20 ambulances and now operates 34<br />
ambulances in Norway. In addition, <strong>Falck</strong> has won a<br />
contract for up to 15 ambulances over three years in the<br />
Telemark region.<br />
In Belgium, <strong>Falck</strong> operates 100 ambulances and signed a<br />
new contract covering 70% of the West Flanders Region,<br />
which is expected to result in 23,000 ambulance responses<br />
per year.<br />
Did you know that …<br />
25% of Swedes<br />
are covered by <strong>Falck</strong> ambulance services. <strong>Falck</strong> has 39<br />
ambulance stations in Sweden, 121 ambulances,<br />
emergency response vehicles, doctors’ ambulances,<br />
sea ambulances, busses, motorcycles and more than<br />
500 employees.<br />
The focus of <strong>Falck</strong>’s organisation in Sweden in <strong>2009</strong> was<br />
on completing the integration of the Ulfab Group acquired<br />
in 2008. <strong>Falck</strong> now provides ambulance services to 25% of<br />
the population in Sweden. In a tender round in Scania in<br />
southern Sweden, <strong>Falck</strong> won one of its existing two contracts<br />
with effect from 2010.<br />
<strong>Falck</strong> Foundation has been established by <strong>Falck</strong> and is<br />
managed by an independent medical board consisting of<br />
international experts in prehospital research. One of the<br />
initiatives scheduled for 2010 will be the establishment of<br />
“The Sophus <strong>Falck</strong> Award”, which will be awarded to the<br />
winner of a prize paper competition in the prehospital<br />
field. The prize subject will be announced in the spring of<br />
2010.<br />
Through the International Fire Services Division, <strong>Falck</strong><br />
operates and develops fire and rescue services for large<br />
industrial corporations.<br />
In Spain, <strong>Falck</strong> is the leading provider of industrial fire<br />
services and saw a significantly higher level of activity in<br />
<strong>2009</strong>, partly as a result of an inflow of jobs from existing<br />
customers in the nuclear energy industry. Moreover, a<br />
contract was signed for fire services for an aircraft spare<br />
parts manufacturer in Getafe.<br />
www.falck.com<br />
19
Did you know that …<br />
Denmark is third cheapest for<br />
firefighting services<br />
according to figures from a World Fire Statistics<br />
report which also states; “The low Danish cost is<br />
largely due to the private company, <strong>Falck</strong>.” For the<br />
statistics, costs of fire-fighting services are measured<br />
relative to GNP in 16 countries.<br />
20 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
In Romania and Slovakia, the focus in <strong>2009</strong> was on implementing<br />
and upgrading the competencies under the industrial<br />
services contracts taken over for Petrobrazi, Arpechim,<br />
Bratislava and Martin. <strong>Falck</strong> currently has more than<br />
250 fire fighters in those two countries.<br />
The division furthermore has operations in the Nether<br />
lands, where it primarily provides consulting on and training<br />
in preventing and handling fires. In <strong>2009</strong>, the division<br />
successfully retained its level of activity in spite of a<br />
downturn in the market.<br />
In <strong>2009</strong>, <strong>Falck</strong> also won contracts for firefighting services<br />
at the airports of Arlanda and Bromma near Stockholm,<br />
Sweden. In 2008, <strong>Falck</strong> won a major contract on assisting<br />
passengers with reduced mobility (PRMs) through Copenhagen<br />
Airport, and <strong>Falck</strong> provided 118,911 of these<br />
responses at the airport in <strong>2009</strong>.<br />
In <strong>2009</strong>, contracts were allocated following tenders for<br />
ambulance services and transport of stretcher patients in<br />
three out of Denmark’s five regions. In the Southern Denmark<br />
Region, <strong>Falck</strong> was awarded the contracts for ambu
lance services, transport of stretcher patients as well as for<br />
the dispatch centre. In the Northern Jutland Region, <strong>Falck</strong><br />
won all the contracts, namely for ambulance services and<br />
transport of stretcher patients. In the Zealand Region,<br />
<strong>Falck</strong> won four out of its five existing areas after a new tender<br />
round. As <strong>Falck</strong> won most of the tendered contracts in<br />
the Central Jutland Region and the Capital Region in 2008,<br />
and <strong>Falck</strong> now also provides ambulance services in the<br />
central Copenhagen area, <strong>Falck</strong> continues to provide ambulance<br />
services to about 85% of the Danish population.<br />
In <strong>2009</strong>, <strong>Falck</strong> provided 444,649 emergency ambulance<br />
responses in Denmark, up from 404,982 in 2008. For a<br />
growing number of patients, treatment is completed on<br />
site by ambulance rescue officers, paramedics or doctors.<br />
In <strong>2009</strong>, <strong>Falck</strong> won contracts for services on the Danish<br />
motorways in 17 out of 18 areas for which the Danish<br />
Road Directorate had invited tenders. Thus, <strong>Falck</strong> warns<br />
road users of accidents ahead, clears accident sites and<br />
picks up lost goods in all areas of Denmark except in<br />
Southern Jutland. <strong>Falck</strong> also won the contract for<br />
fire services at sea for the eastern part of Denmark when<br />
tenders for the contract were invited by the Danish state.<br />
Tenders have been invited for firefighting services in seve<br />
ral Danish municipalities and <strong>Falck</strong> both won and lost contracts<br />
in the process. The largest new contract is a ten year<br />
contract for the municipality of Gentofte in the Greater<br />
Copenhagen area with a population of almost 70,000. By<br />
the end of <strong>2009</strong>, <strong>Falck</strong> provided firefighting services for<br />
66 out of the 98 Danish municipalities, the same number<br />
as a year earlier. The number of responses for fire incidents<br />
was 13,993, down from 15,332 in 2008.<br />
In <strong>2009</strong>, <strong>Falck</strong> provided<br />
444,649 emergency<br />
ambulance responses<br />
in Denmark, up from<br />
404,982 in 2008<br />
In collaboration with Germanbased DRF Luftrettung, <strong>Falck</strong><br />
DRF Luftambulance operates an emergency helicopter<br />
service for the Southern Denmark Region. The helicopter<br />
operated 115 missions on the Danish side of the border in<br />
<strong>2009</strong>. In addition, <strong>Falck</strong> DRF Luftambulance won a tender<br />
in early 2010 for operating an emergency helicopter in the<br />
Zealand Region and the Capital Region during an<br />
18month to threeyear trial period from May 2010.<br />
www.falck.com<br />
21
Healthcare | Worldwide<br />
Denmark, Norway, Poland, Slovakia, Sweden, the United Arab Emirates.<br />
22 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Healthcare I Revenue<br />
DKK million<br />
1,400<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong>
Mohammad Daamesh<br />
Age 39, Head Nurse<br />
The clinic at <strong>Falck</strong>’s training centre, Abu Dhabi<br />
Mohammad Daamseh is the head nurse at <strong>Falck</strong>’s training centre in Abu Dhabi.<br />
He is a member of an interdisciplinary team of physicians, rescue officers and<br />
nurses who receive patients with urgent needs for treatment.<br />
”My job means everything to me. I am interested in the entire field of nursing,<br />
but in particular, I think that work involving emergency treatment is very<br />
exciting. I find it very rewarding to help people in situations of stress and<br />
trauma and to see the joy and gratitude in their faces.”<br />
Although it has been hard work to get the clinic at Abu Dhabi up and running,<br />
Mohammad thinks it is worth all the efforts.<br />
Healthcare I Organic growth<br />
%<br />
24<br />
20<br />
16<br />
12<br />
8<br />
4<br />
0<br />
-4<br />
-8<br />
-12<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
Numbers<br />
Healthcare<br />
Healthcare I Numbers of healthcare professionals<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
www.falck.com<br />
23
Healthcare<br />
Healthcare<br />
• Continued its international expansion<br />
• Experienced a downturn in the staffing business as<br />
regions insourced staffing services<br />
• Signed job centre agreements with six municipalities<br />
• Went into the market for private home care<br />
Did you know that …<br />
94 per cent<br />
of all clients who visit <strong>Falck</strong> Healthcare’s health centres<br />
are so satisfied that they would recommend them to<br />
others. Furthermore, eight of ten were back on the<br />
job earlier than they would otherwise have been.<br />
Those are the findings of a survey among 1,700<br />
persons who had received treatment at one of our<br />
health centres.<br />
24 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Each year, <strong>Falck</strong>’s network of physicians, nurses, psychologists,<br />
physiotherapists and other healthcare experts help<br />
tens of thousands of people avoid or overcome physical<br />
and mental problems. It is <strong>Falck</strong> Healthcare’s vision to<br />
provide quick access to preventive treatment in order to<br />
ensure that early symptoms do not develop into chronic<br />
problems.<br />
<strong>Falck</strong> provides healthcare services to companies as well as<br />
the public sector, pension funds and individuals.<br />
The international rollout of the Healthcare business continued<br />
in <strong>2009</strong>. Two medical and healthcare clinics were<br />
opened in Abu Dhabi in the United Arab Emirates, and the<br />
expansion of healthcare clinics in Slovakia continued. In<br />
Poland, new contracts were signed with three insurance<br />
companies. In Sweden, a major contract was signed with a<br />
Norwegian insurance company, which will also lead to additional<br />
activities in Sweden. And finally, contracts were<br />
entered into for the establishment of two clinics for <strong>Falck</strong>’s<br />
training centres in Aberdeen and Teeside in the<br />
United Kingdom to test and examine course participants<br />
who will be working on North Sea oil rigs.<br />
<strong>Falck</strong> Healthcare continues to provide interdisciplinary<br />
treatment at more than 200 health centres in Denmark.<br />
Here, almost half a million people can be treated for pain<br />
such as back and shoulder pain by <strong>Falck</strong>’s teams of physiotherapists,<br />
chiropractors, massage therapists and zone<br />
therapists.<br />
Independent surveys of quality show a high level of satis<br />
faction with the interdisciplinary treatment, as 90% of<br />
people receiving treatment wish to use the treatment<br />
again. Measurements of the effect of <strong>Falck</strong>’s crisis therapy<br />
services also show top quality.
In <strong>2009</strong>, <strong>Falck</strong> Healthcare started a partnership with the<br />
pharmaceutical industry regarding compliance and correct<br />
use of pharmaceuticals.<br />
<strong>Falck</strong> Jobservice supports municipal job centres in their<br />
efforts to help their citizens get back to work after a long<br />
period on sickness benefits or otherwise clarify such<br />
people’s situation. In <strong>2009</strong>, <strong>Falck</strong> signed contracts in this<br />
respect with six Danish municipalities, and the number of<br />
people on sickness benefits has already been successfully<br />
reduced in several of the municipalities.<br />
In both Denmark and Sweden, <strong>Falck</strong> helps companies and<br />
publicsector institutions reduce sickness absence among<br />
employees. Towards the end of the year, <strong>Falck</strong> Healthcare<br />
won several new customers in this field, and activity is also<br />
expected to grow in 2010.<br />
<strong>Falck</strong>’s staffing service for the public healthcare sector<br />
was affected by the decision by certain Danish regions to<br />
insource staffing functions. In spite of this, <strong>Falck</strong> sees opportunities<br />
in the area and acquired Danishbased staffing<br />
agency Pleje og Omsorg, which primarily provides social<br />
and healthcare assistance for municipalities in Jutland and<br />
on Funen, but which also offers staffing services for nurses,<br />
preschool teachers and other professional groups.<br />
<strong>Falck</strong> has furthermore acquired 80% of the shares in the<br />
company Dansk HjemmePlejeService, which provides<br />
home care to 1,400 citizens, primarily in the Greater<br />
Copenhagen area. Under the name of <strong>Falck</strong> Hjemmepleje,<br />
<strong>Falck</strong> intends to offer interested people in Denmark both<br />
practical assistance and personal care.<br />
<strong>Falck</strong> Healthcare provides<br />
interdisciplinary<br />
treatment at more than<br />
200 health centres in<br />
Denmark<br />
Did you know that …<br />
1,000 employees in Denmark<br />
work for <strong>Falck</strong> Healthcare, which has been an inde-<br />
pendent business unit since 2005. This makes <strong>Falck</strong><br />
Denmark the largest provider of healthcare services<br />
under corporate healthcare packages. In 2001,<br />
there were only 11 employees in <strong>Falck</strong> Healthcare.<br />
www.falck.com<br />
25
Training | Worldwide<br />
Brazil, Denmark, Germany, Malaysia, the Netherlands, Nigeria, Norway, Russia, Singapore,<br />
Thailand, Trinidad, United Arab Emirates, United Kingdom, USA, Vietnam.<br />
26 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Training I Revenue<br />
DKK million<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong>
Ana Paula Pinho dos Anjos<br />
Age 35, Assistant Instructor, Training<br />
<strong>Falck</strong>, Brazil<br />
Ana Paula Pinho dos Anjos is a trained nurse and diver and she has worked as an<br />
instructor with <strong>Falck</strong> in Brazil since 2007.<br />
Water has a special place in Ana’s life. She is a member of <strong>Falck</strong>’s specialised<br />
team which trains offshore workers or helicopter crews in emergency landing<br />
at sea.<br />
”In our training courses, we train people who have never before been in a closed<br />
compartment under water, in a safety belt and, even worse, upside down. It is<br />
fantastic when we are able to win people’s confidence during the training course<br />
and teach them to overcome their barriers,” said Ana Paula Pinho dos Anjos.<br />
Training I Organic growth<br />
%<br />
24<br />
20<br />
16<br />
12<br />
8<br />
4<br />
0<br />
-4<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
Training I Number of course participants<br />
Numbers in thousands<br />
200<br />
175<br />
150<br />
125<br />
100<br />
75<br />
50<br />
25<br />
0<br />
2005<br />
Training<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
www.falck.com<br />
27
Training<br />
Training<br />
• Continued its geographic expansion<br />
• Opened six new training centres<br />
• Obtained new customers in the wind turbine industry<br />
Did you know that …<br />
193,000 course participants on<br />
five continents<br />
attended a <strong>Falck</strong> course and were trained by some<br />
1,000 <strong>Falck</strong> employees in <strong>2009</strong>. Sophus <strong>Falck</strong> started<br />
up systematic training activities in 1923 and, <strong>Falck</strong><br />
is currently the leading provider of courses in safety<br />
training, fire fighting and rescue at sea, primarily<br />
targeting the oil and gas sector.<br />
28 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
<strong>Falck</strong> is the world’s leading provider of rescue and safety<br />
courses and related safety services for the offshore industry.<br />
The maritime sector, the chemical industry, the aviation<br />
industry and the armed forces in Denmark and Sweden<br />
also use <strong>Falck</strong>’s knowhow for training of their staff to<br />
take care of themselves and each other.<br />
<strong>Falck</strong>’s training and safety activities are now represented<br />
on five continents, in 15 countries and with a total of 27<br />
training centres targeting the offshore industry and seven<br />
centres for special industrial fire training in the Netherlands.<br />
Course participants receive training in theoretical<br />
issues and participate in practical exercises in the field of<br />
safe conduct with a view to avoiding industrial accidents<br />
and in how to handle any accidents that do occur, also under<br />
extreme conditions. <strong>Falck</strong>’s training centres are designed<br />
in such a way that it is possible to create an almost<br />
perfect illusion of real disasters, fires and explosions.<br />
Moreover, <strong>Falck</strong> offers training of firefighters and provides<br />
safety and emergency analysis and crisis management for<br />
industries involving high risk to employees and the<br />
environment. To this should be added other services within<br />
safety such as the supply of fire emergency forces and<br />
highly skilled professionals to functions as safety managers<br />
and special paramedic emergency staff.<br />
It is <strong>Falck</strong>’s ambition to create a more standardised and<br />
high level of quality within rescue and safety training<br />
worldwide. <strong>Falck</strong> is therefore constantly involved in the<br />
development of new training methods, including training<br />
on offshore installations and on board vessels, internetbased<br />
training (Elearning) and use of simulators in special<br />
cases. All these activities reflect the latest requirements<br />
from both customers and regulatory authorities.<br />
<strong>Falck</strong> continued the expansion of its training activities in<br />
<strong>2009</strong>. New centres were opened in the United Arab Emirates,<br />
Nigeria, Thailand, Germany, the United States and Vietnam.<br />
Moreover, <strong>Falck</strong> has opened a representative<br />
office in Moscow.
In future, we will also be focused on global expansion on<br />
selected markets. In January 2010, <strong>Falck</strong> acquired a minority<br />
interest in a wellestablished OPITO (Offshore Petroleum<br />
Industry Training Organisation) accredited training<br />
centre in Indonesia. The new centres are located close to<br />
oil and gas fields in order to provide the best possible service<br />
to <strong>Falck</strong>’s customers among the international oil and<br />
gas companies and related service companies. With these<br />
initiatives, <strong>Falck</strong> has taken additional important steps<br />
towards meeting its ambition of offering safety training in<br />
all oil and gas producing regions of the world.<br />
The new training centres in the United Arab Emirates and<br />
Nigeria have not only increased our presence in important<br />
markets; they have also contributed to raising the level of<br />
safety training in those regions. These trainings centres<br />
were accredited to OPITO standards when established,<br />
and going forward this will be of great significance to both<br />
the staff and companies operating in those countries as<br />
they have not previously had providers of training accredited<br />
to this international standard.<br />
<strong>Falck</strong>’s training and safety activities are now<br />
represented on five continents, in 15 countries<br />
and with a total of 27 offshore training centres<br />
www.falck.com<br />
29
Did you know that …<br />
Fifteen countries<br />
currently have <strong>Falck</strong> training centres. <strong>Falck</strong> has most<br />
recently set up a training centre in Abu Dhabi in the<br />
United Arab Emirates. <strong>Falck</strong> has training centres in<br />
European countries and in a number of Asian,<br />
American and African countries.<br />
30 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
By opening an additional two new centres in <strong>2009</strong> in<br />
Thailand and Vietnam respectively, <strong>Falck</strong> has gained a<br />
strong position in Asia with a total of five training centres<br />
in the region accredited to the OPITO standard. As <strong>Falck</strong><br />
wants to offer these internationally recognised courses<br />
worldwide, the North American centres at Houma and<br />
Maurice were also accredited to the OPITO standard in<br />
<strong>2009</strong>. Fifteen training centres are currently accredited to<br />
the standard, and more are expected to be accredited in<br />
2010. In addition, five Norwegian training centres are<br />
accredited to the highest quality level in Norway, the<br />
socalled OLF standard. At centres not yet accredited to<br />
OPITO, they nevertheless provide training according to<br />
the standard.<br />
In Germany, <strong>Falck</strong> established a training centre at Emden<br />
in <strong>2009</strong>. From this centre, <strong>Falck</strong> provides safety training for<br />
employees in the offshore wind turbine industry. Moreover,<br />
<strong>Falck</strong> provides training courses for international wind<br />
turbine companies at the training centre at Esbjerg, Denmark<br />
where a 26 metre wind turbine tower was recently<br />
built to be used for practical training.
The number of participants in <strong>Falck</strong> courses continued to<br />
grow at both new and already established centres. <strong>Falck</strong><br />
trained 193,000 people in <strong>2009</strong>, up from 166,000 in 2008,<br />
primarily due to the acquisition of activities in the United<br />
States in late 2008. The remaining growth was primarily<br />
generated in Brazil and the United Kingdom, where the<br />
number of course participants rose by 10% and 26% respectively.<br />
Moreover, the number of course participants<br />
was affected by the loss of a major contract in Norway in<br />
<strong>2009</strong>, for which reason the organisation in Norway has<br />
been adjusted to match the new situation.<br />
In <strong>2009</strong>, <strong>Falck</strong> Training signed a number of important<br />
contracts to provide training to oil and gas company employees<br />
on their offshore installations. This saves customers<br />
both time and money for travel and accommodation,<br />
and <strong>Falck</strong> expects to enter into more of this kind of onsite<br />
contracts in 2010.<br />
<strong>Falck</strong> trained 193,000<br />
people in <strong>2009</strong>, up from<br />
166,000 in 2008, primarily<br />
due to the acquisition of<br />
activities in the United<br />
States in late 2008<br />
www.falck.com<br />
31
Financial review<br />
In spite of the financial crisis, <strong>Falck</strong> increased the revenue<br />
by 6.6% in <strong>2009</strong> to DKK 7,529 million, which was consistent<br />
with the Group’s forecast. The rate of organic growth<br />
was 4.3% as compared with an expected growth rate of<br />
6-7%. The percentage of Group revenue generated outside<br />
Denmark rose to 34.6% (2008: 31.9%), as the growth rate<br />
for markets outside Denmark was 15.5%, of which organic<br />
growth accounted for 8.3%. The rate of organic growth in<br />
Denmark was 2.5% and was adversely affected by the<br />
insourcing of staffing services by a number of regions.<br />
Performance in the staffing business thus reduced the rate<br />
of organic growth in Denmark by 3 percentage points and<br />
by 2 percentage points for the Group.<br />
Operating profit before amortisation and impairment of<br />
intangible assets from acquisitions and exceptional items<br />
(EBITA) was DKK 721 million (2008: DKK 587 million).<br />
EBITA increased by 22.8%, which met Management’s<br />
expectations and reflected the substantial efficiency<br />
improvement measures and improvements of business<br />
procedures and processes implemented in <strong>2009</strong>, especially<br />
in Denmark.<br />
Profit attributable to <strong>Falck</strong> was DKK 402 million (2008:<br />
DKK 257 million), equivalent to a growth rate of 56.4%.<br />
<strong>Falck</strong> generated a free cash flow of DKK 1,096 million in<br />
<strong>2009</strong> (2008: DKK 566 million), representing a cash conversion<br />
rate of 152.0% (2008: 96.4%) in terms of conversion<br />
of EBITA into cash.<br />
The ratio of net debt to EBITDA dropped from 3.76x in<br />
2008 to 2.64x in <strong>2009</strong>, which was attributable to the<br />
increase in earnings and the high cash flow.<br />
32 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
BASIS OF PRESENTATION<br />
The financial review is based on the financial highlights<br />
and key ratios on pages 8-10 and cannot be derived<br />
directly from the consolidated financial statements.<br />
GROUP PERFORMANCE IN <strong>2009</strong><br />
Consolidated income statement<br />
Consolidated revenue for <strong>2009</strong> was DKK 7,529 million,<br />
equivalent to a growth rate of 6.6%. Compared with performance<br />
in 2008, revenue was reduced by 2.3 percentage<br />
points as a result of lower exchange rates. During the<br />
past five years, revenue has grown by an average of 12.3%.<br />
Revenue<br />
DKK million<br />
8,000<br />
7,000<br />
6,000<br />
5,000<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
Other operating income amounted to DKK 41 million<br />
(2008: DKK 28 million) and consisted of profit on the sale<br />
of property, plant and equipment and rent from premises<br />
at the Group’s stations in Denmark and the gain from a<br />
partial sale of a subsidiary.
EBITA was DKK 721 million (2008: DKK 587 million), equivalent<br />
to an EBITA margin of 9.6% (2008: 8.3%).<br />
EBITA / Operating margin<br />
DKK million %<br />
800<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
2005<br />
EBITA<br />
Operating margin<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
Investments in associates generated a loss of DKK 1<br />
million as was the case in 2008.<br />
Financials amounted to a net expense of DKK 114 million<br />
(2008: DKK 201 million). The fall in financial expenses was<br />
mainly attributable to exchange rate gains on short-term<br />
intercompany loans of DKK 30 million in 2008, whereas<br />
corresponding exchange rate losses in <strong>2009</strong> amounted to<br />
DKK 30 million. In addition, falling market rates of interest<br />
and the high free cash flow resulted in lower financing<br />
costs.<br />
Profit before tax was DKK 588 million (2008: DKK 373 million).<br />
The increase was due to an increase in EBITA and the<br />
above mentioned exchange gains and losses.<br />
Tax on the profit for the year was DKK 171 million (2008:<br />
DKK 98 million), equivalent to an effective tax rate of<br />
29.0% (2008: 26.3%). The increase in the tax rate was<br />
12.0<br />
10.5<br />
primarily the result of non-capitalised tax losses and prior-<br />
9.0<br />
7.5<br />
6.0<br />
4.5<br />
3.0<br />
1.5<br />
0.0<br />
year adjustments of tax, whereas the adjustments were<br />
positive in 2008.<br />
Profit attributable to <strong>Falck</strong> increased by DKK 145 million to<br />
DKK 402 million. The increase is primarily a result of the<br />
increase in EBITA and the effect from exchange rate gains<br />
in <strong>2009</strong> versus losses in 2008.<br />
The trend of profit attributable to <strong>Falck</strong> is illustrated in the<br />
chart below.<br />
Profit attributable to <strong>Falck</strong><br />
DKK million<br />
450<br />
400<br />
350<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
Consolidated revenue<br />
for <strong>2009</strong> was DKK 7,529<br />
million, equivalent to a<br />
growth rate of 6.6%<br />
www.falck.com<br />
33
Consolidated cash flow statement<br />
The free cash flow was DKK 1,096 million (2008: DKK 566<br />
million). The free cash flow as a proportion of EBITA (the<br />
cash conversion rate) was 152.0% (2008: 96.4%).<br />
Free cash flow / EBITA<br />
DKK million %<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
Free cash flow<br />
Cash conversion rate, %<br />
The high free cash flow in <strong>2009</strong> was the result of increased<br />
earnings and the Group’s focus on liquidity<br />
optimisation. Moreover, the longer credit for payment of<br />
tax collected at source in Denmark had a favourable<br />
impact on the consolidated free cash flow.<br />
In <strong>2009</strong>, DKK 116 million (2008: DKK 49 million) was<br />
invested in property, plant and equipment related to<br />
expansion and start-up of activities relative to total invest-<br />
ments of DKK 260 million (2008: DKK 282 million).<br />
Income taxes paid amounted to DKK 166 million (2008:<br />
DKK 99 million). Income taxes paid under Danish joint<br />
taxation amounted to DKK 112 million (2008: DKK 56<br />
million).<br />
Interest paid amounted to DKK 129 million (2008: DKK<br />
167 million). The reduction as compared with 2008 was<br />
due to the lower level of interest rates and repayment of<br />
the Group’s debt.<br />
34 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
0<br />
2005<br />
2006<br />
2007<br />
EBITA<br />
2008<br />
<strong>2009</strong><br />
180<br />
150<br />
120<br />
90<br />
60<br />
30<br />
0<br />
Payments for acquisitions totalled DKK 73 million (2008:<br />
DKK 460 million) and primarily concerned the acquisition<br />
of training activities in Nigeria, healthcare activities in<br />
Denmark, Travelcare in Sweden and acquisitions of minority<br />
interests in Finland and the Netherlands.<br />
Dividends paid, servicing of and changes in interestbearing<br />
debt represented a cash outflow of DKK 528<br />
million (2008: a cash inflow of DKK 258 million). The increased<br />
cash outflow as compared with 2008 was attributable<br />
to a reduction in the use of the Group’s credit facilities<br />
and to a loan of DKK 392 million obtained in 2008 to<br />
fund acquisitions.<br />
Consolidated balance sheet<br />
Net operating assets<br />
Consolidated net operating assets excluding goodwill<br />
stood at DKK 277 million (2008: DKK 607 million).<br />
Net operating assets<br />
DKK million<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
2005<br />
2006<br />
2007<br />
2008<br />
<strong>2009</strong><br />
The fall in net operating assets was primarily attributable<br />
to the cash flow initiatives described above.<br />
Consolidated net operating assets including goodwill<br />
stood at DKK 4,411 million (2008: DKK 4,573 million), and<br />
the fall in net assets was partly offset by an increase in<br />
goodwill as a result of acquisitions made during the year.
Equity<br />
Equity attributable to <strong>Falck</strong> Holding A/S increased by DKK<br />
461 million in <strong>2009</strong> to DKK 1,346 million. This increase<br />
was composed of profit attributable to <strong>Falck</strong> Holding A/S<br />
of DKK 402 million, foreign exchange adjustments and<br />
actuarial adjustments of pension provisions.<br />
Minority interests totalled DKK 61 million (2008: DKK 23<br />
million). The increase as compared with 2008 primarily<br />
related to minority interests in the new training activities<br />
in Nigeria and a new minority shareholder in the<br />
Emergency business in Slovakia.<br />
Provisions for acquisition of minorities<br />
The provisions for acquisition of minorities are recognised<br />
in the amount of DKK 286 million (2008: DKK 240 million)<br />
based on expected earnings at the time they are used.<br />
If a minority interest elects not to sell its shares, <strong>Falck</strong> has<br />
a corresponding right to buy the shares in a subsequent<br />
period. The increase as compared with 2008 concerned<br />
additions of new minorities which balance out the payments<br />
made in connection with the exercise of options.<br />
Net interest-bearing debt<br />
The Group’s net interest-bearing debt declined by DKK<br />
800 million to DKK 2,577 million, from a starting point of<br />
DKK 3,377 million at year-end 2008. The fall in net interest-bearing<br />
debt was attributable to the high free cash<br />
flow.<br />
Equity attributable to<br />
<strong>Falck</strong> Holding A/S<br />
increased by DKK 461<br />
in <strong>2009</strong> to DKK 1,346<br />
million<br />
www.falck.com<br />
35
ACQUISITIONS AND DIVESTMENTS<br />
Acquisitions of companies and operations<br />
The <strong>Falck</strong> Group acquired the following companies in<br />
<strong>2009</strong>:<br />
Europ Assistance’s business in the Nordic region<br />
As part of the strategy of becoming one of the leading<br />
providers of travel assistance in the Nordic region, <strong>Falck</strong><br />
acquired the Nordic operations of the international assistance<br />
company Europ Assistance in February <strong>2009</strong> and<br />
entered into a number of collaborative agreements within<br />
both travel and road-side assistance.<br />
<strong>Falck</strong> OY<br />
In June <strong>2009</strong>, the Group acquired an additional 30% of the<br />
shares in <strong>Falck</strong> OY, the Group’s assistance operation in<br />
Finland. The acquisition increased the Group’s investment<br />
to 100%.<br />
<strong>Falck</strong> AVD<br />
In June <strong>2009</strong>, the Group acquired an additional 49% of the<br />
shares in <strong>Falck</strong> AVD. The acquisition increased the Group’s<br />
investment to 100%. <strong>Falck</strong> AVD owns 80% of the Group’s<br />
fire training and consulting operation in the Netherlands.<br />
<strong>Falck</strong> Prime Atlantic<br />
In October <strong>2009</strong>, the Group acquired 51% of the shares of<br />
<strong>Falck</strong> Prime Atlantic, which is engaged in training activities<br />
from its base in a newly built training centre in Nigeria.<br />
36 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Pleje og Omsorg<br />
In November <strong>2009</strong>, the Group acquired 100% of the<br />
shares in Danish-based company Pleje og Omsorg, which<br />
provides staffing services in the Healthcare area.<br />
Dansk HjemmePlejeService<br />
In December <strong>2009</strong>, the Group acquired the operations of<br />
Dansk HjemmePlejeService, which provides services within<br />
personal care and practical assistance in the Greater<br />
Copenhagen and northern Zealand areas under the freechoice<br />
scheme for home care services. In connection<br />
with the transaction, 20% of the shares in the company<br />
acquired were sold to the former owner.<br />
Divestments<br />
Tesia<br />
In April <strong>2009</strong>, the <strong>Falck</strong> Group sold 100% of the shares of<br />
the Swedish-based Healthcare staffing service company<br />
Tesia.<br />
RISC Fire & Safety Services<br />
In April <strong>2009</strong>, the <strong>Falck</strong> Group sold the operations of the<br />
Dutch-based company RISC Fire & Safety Services.<br />
MSTS Malaysia<br />
In March <strong>2009</strong>, the <strong>Falck</strong> Group sold 10% of the shares in<br />
the training operations in Malaysia.<br />
<strong>Falck</strong> Emergency Slovakia<br />
In December <strong>2009</strong>, the <strong>Falck</strong> Group sold 49% of the shares<br />
in the emergency operations in Slovakia. The divestment<br />
reduced <strong>Falck</strong>’s investment to 51% of the shares.
Revenue and organic growth by business area<br />
DKK million<br />
1) Revenue in DKK for <strong>2009</strong> as a percentage of consolidated revenue<br />
PERFORMANCE BY BUSINESS AREA<br />
Assistance<br />
Revenue from the Assistance business increased 5.5% to<br />
DKK 2,183 million (2008: DKK 2,070 million) and accounted<br />
for 29.0% of consolidated revenue. The organic growth<br />
rate was 4.2%.<br />
In the subscription business, Assistance in Denmark in<br />
<strong>2009</strong> experienced a market situation that had become<br />
considerably more difficult, primarily due to the economic<br />
crisis. However, this was offset by an increase in revenue<br />
from ‘pay on use’ and the introduction of new product<br />
initiatives, including the launch of residential alarms in<br />
Denmark, comprising alarm systems for private customers<br />
and small businesses.<br />
In spite of these difficult conditions, Assistance in<br />
Denmark succeeded in achieving a year-on-year increase<br />
in earnings, primarily through cost reductions and a lower<br />
frequency of responses during the first 11 months of the<br />
year.<br />
Revenue EBITA Operating margin (%)<br />
% of Organic<br />
total 1) <strong>2009</strong> 2008 <strong>2009</strong> 2008 <strong>2009</strong> 2008 growth<br />
Assistance 29.0 2,183 2,070 327 302 15.0 14.6 4.2<br />
Emergency 56.7 4,271 3,878 221 77 5.2 2.0 11.4<br />
Healthcare 15.1 1,139 1,283 49 85 4.3 6.6 (11.0)<br />
Training 12.2 921 831 124 123 13.5 14.8 (1.4)<br />
Elimination (13,0) (985) (996) - - - - -<br />
Group total 100.0 7,529 7,066 721 587 9.6 8.3 4.3<br />
Assistance in Sweden continued to generate growth in its<br />
portfolio of private subscribers, whilst portfolio growth<br />
was squeezed in Norway.<br />
The travel assistance business TravelCare was launched in<br />
February <strong>2009</strong> and showed satisfactory growth.<br />
Emergency<br />
Revenue from the Emergency business, which accounted<br />
for 56.7% of consolidated revenue, rose to DKK 4,271 million<br />
in <strong>2009</strong>, equivalent to a growth rate of 10.1%. The<br />
rate of organic growth was 11.4% as a result of high<br />
growth rates in several markets.<br />
The Emergency business in Denmark generated very satis-<br />
factory revenue growth in <strong>2009</strong>, which was attributable to<br />
a high level of activity in the ambulance business and the<br />
expansion from 1 September <strong>2009</strong> of the areas in the<br />
Capital Region where <strong>Falck</strong> provides ambulance services.<br />
In Region Central and Region Zealand, where <strong>Falck</strong>’s areas<br />
of coverage were reduced, new ambulance contracts took<br />
effect on 1 December <strong>2009</strong> and 1 February 2010 respectively.<br />
When all contracts have been implemented, <strong>Falck</strong>’s<br />
market share will be at the same level as before the tenders.<br />
www.falck.com<br />
37
In the Emergency business in Norway, the volume of activity<br />
was increased by a total of 17 ambulances in December<br />
<strong>2009</strong>. In Sweden, the Ulfab Group was consolidated for<br />
the full year <strong>2009</strong> following the acquisition in 2008.<br />
In Poland, additional ambulance contracts were won,<br />
which were offset by a change in the DKK/PLN exchange<br />
rate, whereas earnings showed strong growth following<br />
efficiency improvements and better contract terms.<br />
In the fire-fighting business, <strong>Falck</strong> saw a significant improvement<br />
in Spain in <strong>2009</strong> due to extra work assignments<br />
at nuclear power plants, the start-up of a new<br />
contract in Slovakia and the full-year effect of the activity<br />
started up in Romania in 2008. Growth was also achieved<br />
in the Netherlands within the fire services and consulting<br />
business.<br />
The significant growth in revenue, including the full-year<br />
effect of the start-up of new activities in Romania, also<br />
contributed to revenue growth. In addition, a number of<br />
improvements of business procedures and processes have<br />
been initiated, which led to improvements in earnings,<br />
especially in Denmark and Sweden, partly due to a<br />
reduction of overtime through more efficient shift planning.<br />
In Sweden, the growth in earnings was also attributable<br />
to the integration of the Ulfab Group.<br />
38 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Healthcare<br />
Healthcare’s share of consolidated revenue fell to 15.1% in<br />
<strong>2009</strong> (2008: 18.2%). Revenue for the business area fell to<br />
DKK 1,139 million (2008: DKK 1,283 million), of which the<br />
rate of organic growth was negative by 11.0% (2008:<br />
positive by 19.2%).<br />
Healthcare in Denmark recorded an 11.2% fall in revenue<br />
compared with 2008. The fall was attributable to the insourcing<br />
of staffing services in a number of Danish regions<br />
and a fall in the number of staff covered by <strong>Falck</strong>’s healthcare<br />
scheme due to the general economic downturn and<br />
falling employment. This was partly offset by new contracts<br />
and products in <strong>Falck</strong> JobService.<br />
The Healthcare activities in Sweden were integrated into a<br />
single organisational entity in the course of <strong>2009</strong> in order<br />
to achieve operating efficiencies and increase sales.<br />
The new Healthcare activities in the United Arab Emirates<br />
contributed positive organic growth.<br />
EBITA was DKK 49 million (2008: DKK 85 million), primarily<br />
due to developments in the staffing business in<br />
Denmark and to the fact that, for some of the revenue<br />
loss, it was not possible to reduce costs to the same<br />
extent. Moreover, earnings were adversely affected by the<br />
start-up of the new activities in Jobservice and in absence<br />
management in Sweden.
Training<br />
Revenue from the Training business rose to DKK 921<br />
million (2008: DKK 831 million) and accounted for 12.2%<br />
of consolidated revenue (2008 11.8%). Organic growth<br />
was negative at the rate of 1.4%, which was mainly attributable<br />
to a general downturn in the market of the Training<br />
business due to a lower level of activity in the offshore<br />
oil industry in the last part of <strong>2009</strong>.<br />
The Training business in Norway was also affected by the<br />
loss of a major customer, and extensive restructuring was<br />
therefore undertaken in <strong>2009</strong> to adjust the cost level,<br />
which also had a negative impact on earnings in <strong>2009</strong>.<br />
Activity in the Netherlands was hit by a certain amount of<br />
reluctance, both within the oil industry and the local<br />
market for fire training.<br />
Revenue in Malaysia was on a level with last year, whilst<br />
the activity in Alford, USA, was consolidated for the full<br />
year <strong>2009</strong> following the acquisition of the business in<br />
November 2008.<br />
Revenue furthermore included the new Training business<br />
activities in the United Arab Emirates, Nigeria and<br />
Thailand.<br />
Earnings in the Training business were thus adversely<br />
affected by lower activity levels in a number of countries<br />
as described above.<br />
Revenue from the Training business rose to<br />
DKK 921 million (2008: DKK 831 million) and<br />
accounted for 12.2% of consolidated revenue<br />
(2008 11.8%)<br />
www.falck.com<br />
39
Revenue and operating profit (EBITA) by geographical area<br />
DKK million<br />
1) Revenue in DKK for <strong>2009</strong> as a percentage of consolidated recenue<br />
PERFORMANCE BY AREA<br />
Denmark<br />
Revenue in Denmark was DKK 4,928 million (2008: DKK<br />
4,814 million) and increased by 2.4%, of which 2.5% was<br />
organic growth.<br />
As a result of the above, EBITA increased to DKK 449<br />
million (2008: DKK 375 million).<br />
The operating margin in <strong>2009</strong> was 9.1% (2008: 7.8%)<br />
which was attributable to the increase in revenue and<br />
optimisation of operations in the Emergency and Assistance<br />
businesses, which was to some extent offset by<br />
lower activity in Healthcare.<br />
Nordic region<br />
Revenue from operations in the Nordic region (excluding<br />
Denmark) increased by DKK 162 million, or 15.1%. The<br />
rate of organic growth was 6.3% and was generated both by<br />
Assistance and Emergency, whereas Training and Healthcare<br />
saw a minor decline due to lower levels of activity.<br />
EBITA was DKK 40 million (2008: DKK 36 million), equivalent<br />
to an EBITA margin of 3.2% (2008: 3.5%). The lower<br />
operating margin was mainly attributable to lower earn-<br />
40 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Revenue EBITA Operating margin (%)<br />
% of Organic<br />
total 1) <strong>2009</strong> 2008 <strong>2009</strong> 2008 <strong>2009</strong> 2008 growth<br />
Denmark 65.4 4,928 4,814 449 375 9.1 7.8 2.5<br />
Nordic region 16.4 1,233 1,071 40 36 3.2 3.5 6.3<br />
Europe 13.8 1,040 1,045 156 138 15.0 13.2 9.5<br />
Rest of the world 4.4 328 136 76 38 23.2 27.9 15.0<br />
Group total 100.0 7,529 7,066 721 587 9.6 8.3 4.3<br />
ings in the Training business as a result of the lower level<br />
of activity and restructuring costs which, however, was<br />
partially offset by improvements in the Emergency and<br />
Assistance businesses.<br />
Europe<br />
Revenue from operations in Europe (excluding the Nordic<br />
region) was DKK 1,040 million (2008: DKK 1,045 million)<br />
equivalent to a minor fall by 0.5% caused by exchange rate<br />
fluctuations and the divestment of operations in the<br />
Netherlands. The rate of organic growth was 9.5%, which<br />
was mainly attributable to a higher level of activity in<br />
Spain and new contracts in Romania, whereas the Training<br />
business in the Netherlands experienced a minor fall in the<br />
level of activity.<br />
EBITA was DKK 156 million (2008: DKK 138 million), equiv-<br />
alent to an operating margin of 15.0% (2008: 13.2%). The<br />
increase in the operating margin was mainly the result of<br />
activities in Spain, Eastern Europe and the Emergency<br />
business in the Netherlands.<br />
Rest of the world<br />
Revenue from operations in the rest of the world was DKK<br />
328 million (2008: DKK 136 million) equivalent to a<br />
growth rate of 141.2%, of which organic growth account-
ed for 15.0%, which was primarily attributable to the<br />
Training business in Brazil.<br />
EBITA was DKK 76 million (2008: DKK 38 million). The increase<br />
was primarily achieved through consolidation of<br />
the activities in the USA which was, however, offset to<br />
some extent by costs incurred in connection with investments<br />
in new training centres in a number of countries.<br />
OUTLOOK FOR 2010<br />
While the economic environment continues to be challenging<br />
for some of our services, we expect the Group’s<br />
revenue growth rate in 2010, including the positive effect<br />
of acquisitions completed in <strong>2009</strong>, to be above the revenue<br />
growth rate realised in <strong>2009</strong>.<br />
The EBITA margin improvement experienced in <strong>2009</strong> is ex-<br />
pected to continue in 2010, albeit at a lower improvement<br />
rate.<br />
FORWARD -LOOKING STATEMENTS<br />
Certain statements in this financial review are forwardlooking<br />
statements. Such statements are based on current<br />
expectations and are by their nature subject to a number<br />
of uncertainties that could cause actual results and performance<br />
to differ materially from future results or performance,<br />
expressed or implied, by the forward-looking<br />
statements.<br />
OTHER MAT TERS<br />
In June <strong>2009</strong>, 2,563,003 new shares were issued, equivalent<br />
to a capital increase of DKK 39 million. Following<br />
this increase, the company’s shareholders, each of whom<br />
holds more than 5% of the shares, are:<br />
Shareholders in <strong>Falck</strong> Holding A/S<br />
Name Ownership<br />
<strong>Falck</strong> L.P., Jersey 71.9%<br />
ATP PEP I K/S, Copenhagen 10.5%<br />
Furthermore, DKK 1 million was received in June <strong>2009</strong> in<br />
connection with a change in the terms of warrants already<br />
granted.<br />
EVENTS AF TER THE BAL ANCE SHEET DATE<br />
No material events of significance to the consolidated<br />
financial statements for <strong>2009</strong> have occurred after the<br />
balance sheet date.<br />
Revenue from operations<br />
in the Nordic region<br />
(excluding Denmark)<br />
increased by DKK 162<br />
million, or 15.1%<br />
www.falck.com<br />
41
Corporate governance<br />
The Management of <strong>Falck</strong> monitors corporate governance<br />
on a regular basis. In this way, Management ensures that<br />
the Group is managed, internally as well as externally, in a<br />
manner that is consistent with national and international<br />
rules and in line with the corporate mission and in a manner<br />
which matches the expectations of the different stakeholder<br />
groups, including the shareholders.<br />
The Group complies<br />
to a wide extent<br />
with the applicable<br />
corporate governance<br />
recommedations<br />
42 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Corporate governance<br />
In <strong>Falck</strong>, corporate governance is considered a natural and<br />
crucial element in the achievement of the Group’s goals<br />
and strategy.<br />
Although <strong>Falck</strong> is not a publicly listed company, the Group<br />
complies to a wide extent with the corporate governance<br />
recommendations applicable to companies listed on NAS-<br />
DAQ OMX Copenhagen. However, certain recommendations<br />
are considered to be more relevant to a company<br />
with a broader ownership.<br />
In June 2008, the Danish Venture and Private Equity Association<br />
(dvca) issued guidelines for responsible ownership<br />
and corporate governance for private equity funds and<br />
their controlled enterprises.<br />
The recommendations include, inter alia, guidelines on a<br />
number of issues to be included in the Management’s<br />
review, such as corporate governance, financial risks and<br />
employee relations. The recommendations are accessible<br />
on the association’s website at www.dvca.dk.<br />
The <strong>Falck</strong> Group complies with the dvca’s recommendations.<br />
Board of Directors<br />
Pursuant to Danish legislation, <strong>Falck</strong> has a two-tier management<br />
system encompassing a Board of Directors and<br />
an Executive Management Board. The Board of Directors’<br />
role is to supervise the Group’s activities, development,<br />
management and organisation, whereas the Executive<br />
Management Board is responsible for day-to-day developments<br />
and operations. The two bodies are independent<br />
and do not have overlapping members.
The Board of Directors acts in compliance with applicable<br />
legislation and meets a minimum of five times per year<br />
and in special cases.<br />
Members of the Board of Directors are elected annually.<br />
There are three employee representatives from the Group<br />
on the Board of Directors of <strong>Falck</strong> Holding A/S. Moreover,<br />
employee representatives on the Board of Directors of the<br />
subsidiary <strong>Falck</strong> Danmark A/S are invited to and participate<br />
in joint board meetings with <strong>Falck</strong> Holding A/S.<br />
Audit Committee<br />
<strong>Falck</strong> has set up an Audit Committee. The objective of the<br />
Audit Committee is to evaluate the Group’s financial<br />
reporting, accounting policies and the internal control and<br />
risk management environment. In addition, the Committee<br />
makes relevant recommendations in relation to these<br />
issues to the Board of Directors and ensures follow-up on<br />
the implementation of initiatives to be launched by the<br />
Executive Management Board. The Committee receives<br />
information from a number of Group functions and, when<br />
necessary, from the Company’s auditor.<br />
The Audit Committee meets a minimum of three times a<br />
year. The members of the Audit Committee are three<br />
members appointed by the Board of the Directors, the<br />
Executive Management Board and the Chief Financial<br />
Officer. The Company’s auditor attends Committee meetings<br />
to the extent necessary.<br />
ExECUTIVE MANAGEMENT BOARD<br />
The Executive Management Board is responsible for the<br />
day-to-day development and operations with a primary focus<br />
on developing and implementing strategies and significant<br />
initiatives for approval by the Board of Directors.<br />
Moreover, the Executive Management Board is responsible<br />
for ensuring that the Board of Directors is informed about<br />
all material matters.<br />
The Executive Management Board is made up of Allan<br />
Søgaard Larsen, President and CEO, and Morten Reignald<br />
Pedersen, Deputy CEO.<br />
Employee investment<br />
In order to attract and retain the Group’s management<br />
competencies, the compensation of members of the<br />
Executive Management Board and senior employees is<br />
determined in view of their tasks, value creation and the<br />
terms of peer companies. The compensation includes incentive<br />
plans which are to ensure that the interests of the<br />
company’s management and shareholders coincide as the<br />
plans promote both short-term and long-term goals.<br />
The incentive plans primarily consist of equity investments<br />
based on market price for the members of the<br />
Board of Directors, the Executive Management Board and<br />
senior employees.<br />
Moreover, all employees in Denmark were granted free<br />
employee shares in 2006.<br />
No members of the Executive Management Board or the<br />
Board of Directors hold more than 5% of the share capital.<br />
www.falck.com<br />
43
RISK MANAGEMENT<br />
In <strong>Falck</strong>, risk management is considered an important and<br />
natural element of the work to realise <strong>Falck</strong>’s goals and<br />
strategy. There are risks inherent in day-to-day activities,<br />
in implementation of the strategy defined and in the<br />
continuous exploitation of business opportunities, so the<br />
handling of these risks is considered a natural and integral<br />
part of day-to-day work and a way of ensuring stable and<br />
reliable growth.<br />
<strong>Falck</strong>’s management continuously discusses and regularly<br />
considers the Group’s risks and how these should be handled<br />
for the individual business areas and the Group as a whole<br />
in order to ensure that risk management is efficient.<br />
To assist the Executive Management Board and the rest of<br />
the organisation, a Group Risk Management Department<br />
has been established as well as a department for Group<br />
Controlling, whose tasks include ensuring:<br />
• that a proactive approach to risks and risk management<br />
is rolled out in the organisation;<br />
• that key risks are continuously identified, assessed and<br />
handled;<br />
• that systems are established to support the assessment,<br />
handling, monitoring and reporting of risks and that<br />
such systems are operational and in use;<br />
• that implemented internal controls in respect of risks<br />
are efficient; and<br />
• that the companies comply with applicable law and<br />
44 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
regulations as required in relation to their activities;<br />
• that knowledge about risk management is shared and<br />
that similar risks are treated in a similar way throughout<br />
the organisation.<br />
The management of the individual business areas is<br />
responsible for establishing and developing adequate risk<br />
management and a sound and sufficient control environment.<br />
The management of the individual business units is<br />
responsible for identifying, assessing and handling risks<br />
and for reporting on such risks to the Risk Management<br />
Department and the Executive Management Board with a<br />
view to ensuring continuing improvement of and transparency<br />
of risk management across the Group.<br />
Internal control<br />
The management of the <strong>Falck</strong> Group requires the companies<br />
of the Group to meet a certain standard with respect<br />
to business procedures and internal control which, based<br />
on an individual assessment of the activity of each company,<br />
ensures that Management can use reporting from the<br />
companies as a true and fair basis for making decisions.<br />
Business procedures and internal controls include, among<br />
other things, segregation of duties and areas of responsibility,<br />
descriptions of functions, procedures, control measures<br />
and analytical controls.<br />
The Group finance function has defined a number of re-<br />
porting requirements comprising financial data, specifications,<br />
analytic basis and commenting thereon. This reporting<br />
is required on a monthly basis from the individual<br />
companies of the Group. Together with business procedures<br />
and internal controls established in the companies<br />
this has been defined with a view to ensuring that the<br />
monthly reporting from the individual companies takes<br />
place in a documented and well-planned manner.<br />
The monthly reporting from all companies of the Group is<br />
included in the consolidation. In addition to the consolidation<br />
of relevant line items, this process includes an analytical<br />
review of individual line items and a performance comparison<br />
to the previous year and to forecasts. The analysis
is carried out at Group, company as well as business area<br />
level, whereby it is ensured that the accounting policies<br />
are consistently applied and there is correlation between<br />
activity performance and the financial reporting. Based on<br />
consolidation, information received, analyses and information<br />
obtained, reporting to Group Management is prepared.<br />
Both the consolidation and the analyses are carried out by<br />
specialists with accounting experience who have insight<br />
into the accounting context of the transactions included in<br />
the consolidation. Most of the specialists have a professional<br />
background in auditing. In addition, each business<br />
area has business controllers who have a deeper insight<br />
into the business aspects of the activity and its performance.<br />
Quarterly follow-up is conducted by the management<br />
of each business area with Group Management<br />
during which the business and financial performance is<br />
reviewed and discussed.<br />
In addition to the processes described above, the group<br />
finance function pays routine visits to the companies of<br />
the Group in order to ensure that necessary business<br />
procedures and internal controls have been established in<br />
respect of the activity so as to ensure true and fair reporting<br />
to the Group. The results of each visit are reported to<br />
Group Management as well as the management of the individual<br />
business area, and it is ensured that any improvements<br />
proposed as a result of the visit are subsequently<br />
implemented. Moreover, annual reporting is provided to<br />
the Board of Directors’ Audit Committee containing a<br />
review of the visits during the year, the results thereof and<br />
the special areas of focus and the companies to receive<br />
visits during the next period. This selection is based on an<br />
overall three-year plan for all companies of the Group as<br />
well as a risk assessment.<br />
Business procedures and internal controls include,<br />
among other things, segregation of functions and<br />
areas of responsibility, descriptions of functions,<br />
procedures, control measures and analytical<br />
controls.<br />
www.falck.com<br />
45
Risk factors<br />
The Board of Directors and the Executive Management<br />
Board of <strong>Falck</strong> regularly monitors and assesses the Group’s<br />
overall risk exposure relative to probability and implications<br />
as well as established risk measures. A policy has<br />
been established for material risks under which key<br />
persons have been designated with a view to ensuring<br />
necessary controls and monitoring of risks. The Board of<br />
Directors and the Executive Management Board monitors<br />
developments in risks relative to an established risk strategy.<br />
This description of risk factors includes examples of the<br />
risks which Management estimates may have an impact<br />
on the Group’s future growth, activities, financial position<br />
and results of operations. The following sections do not<br />
contain an exhaustive description of all risks associated<br />
with the activities of the Group. The risk factors are divided<br />
into business risks and financial risks and are described<br />
in random order.<br />
BUSINESS RISKS<br />
Political risks<br />
Some of <strong>Falck</strong>’s activities are based on contracts with public<br />
authorities. <strong>Falck</strong>’s opportunity of renewing existing contracts<br />
and winning additional contracts is dependent on the<br />
political decision-making process with regard to outsourcing<br />
of public-sector operating activities. If <strong>Falck</strong> does not<br />
have the opportunity to renew or successfully tender for<br />
these contracts, or if contracts are terminated, it may therefore<br />
have a material adverse impact on <strong>Falck</strong>’s business.<br />
Image<br />
<strong>Falck</strong> has a strong image built up over a long period of<br />
time which to some extent is the product of <strong>Falck</strong> operating<br />
in a number of areas that are subject to a high level of<br />
public interest. This strong image is of material importance<br />
to the Group’s ability to retain and develop <strong>Falck</strong>’s<br />
activities. There is consequently very high focus on ensuring<br />
that <strong>Falck</strong> operates morally and ethically correctly and<br />
with a high quality of the services provided.<br />
46 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Cost structure<br />
<strong>Falck</strong>’s activities are labour-intensive and consequently<br />
affected by the cost of labour, pensions, regulations on<br />
working hours, social security contributions and other<br />
employee benefits provided to <strong>Falck</strong>’s employees. <strong>Falck</strong><br />
may be affected by non-acceptance by the market of price<br />
increases, including increases in payroll costs. However,<br />
historically, it has been possible to include a large proportion<br />
of increases in payroll costs in <strong>Falck</strong>’s pricing. Especially<br />
in the Assistance business and to some extent in the<br />
Healthcare business, the costs are also dependent on the<br />
extent to which customers use the resources provided for<br />
in the subscription contracts. For instance, increased use<br />
of assistance by subscribers for roadside assistance will entail<br />
increased costs related to such responses.<br />
Attracting and retaining employees<br />
<strong>Falck</strong> relies on being able to attract and retain employees<br />
with special competencies and experience in order to<br />
achieve its business goals. The special competencies are to<br />
a great extent built up during the employment relationship.<br />
The Group has historically had a low staff turnover<br />
rate, but continually implements initiatives both locally<br />
and in the Group as a whole aimed at ensuring that <strong>Falck</strong><br />
continues to be an attractive and well-reputed organisation.<br />
A visible effect of these initiatives was the Danish<br />
“Workplace of the Year 2008” award.<br />
The table below shows a breakdown of the Group’s employees:<br />
Full time equivalent employees (FTE) <strong>2009</strong> 2008<br />
Denmark 1 January 6,714 6,791<br />
New employees 692 694<br />
Dismissed employees -167 -137<br />
Resigned and retired employees -487 -427<br />
Change in temp staff -210 -207<br />
Denmark total 6,542 6,714<br />
Other countries 1 January 4,853 3,874<br />
New employees 1,544 2,147<br />
Dismissed employees -749 -585<br />
Resigned and retired employees -553 -583<br />
Other countries total 5,095 4,853<br />
Total 11,637 11,567
The relatively large number of redundancies in other countries<br />
and the increase thereof was attributable to changes<br />
in the contract portfolio, primarily in Belgium, Poland and<br />
Sweden, at the divestment of part of an operation in the<br />
Training business in the Netherlands.<br />
Growth<br />
An important element of <strong>Falck</strong>’s business strategy is to<br />
expand and grow in new markets or product areas, also<br />
through acquisitions. However, persistently high growth<br />
may result in pressure on management resources and other<br />
factors. Thus <strong>Falck</strong>’s ability to generate growth depends<br />
on its ability to retain and strengthen management, on attracting,<br />
training and retaining its staff, and on the organisation’s<br />
ability to continuously implement and optimise<br />
operational, financial and other management information<br />
systems in a timely manner.<br />
Growth also depends on <strong>Falck</strong>’s ability to continue to attract<br />
new customers and retain a substantial number of<br />
its existing customers and on its continued ability to offer<br />
products adapted to the conditions on the individual<br />
markets. <strong>Falck</strong> has substantial market shares in certain<br />
markets, such as in Denmark, which requires that products<br />
must be competitive and provide added value to the<br />
customers in order for <strong>Falck</strong> to be preferred over any<br />
competitors in the market.<br />
Environmental impact<br />
To the extent possible, <strong>Falck</strong> endeavours to maintain a<br />
standard that is better than statutory environmental<br />
requirements. However, the Group’s activities imply to a<br />
certain extent a potential risk of environmental hazards<br />
and consequently of claims being lodged or orders issued<br />
by public authorities or other interested parties.<br />
Dependence on IT and communications systems<br />
<strong>Falck</strong>’s business model and operations are to a great extent<br />
dependent on well-functioning IT and communica-<br />
tions systems. <strong>Falck</strong>’s central systems handling operations<br />
are designed to withstand power and data line breakdowns<br />
and similar events to the greatest possible extent.<br />
Historically, the operational reliability of <strong>Falck</strong>’s systems<br />
has been very high, and the individual systems are continuously<br />
optimised.<br />
Competition<br />
One of the characteristics of <strong>Falck</strong> is that there are local or<br />
global competitors within the individual business area, but<br />
no competitor matches <strong>Falck</strong>’s product portfolio. However,<br />
there is nevertheless a risk that a major competitor<br />
with the necessary capital resources may set out to conquer<br />
markets or business areas in which <strong>Falck</strong> operates.<br />
In the field of the Assistance business, the existing<br />
competitors are mainly marketing/franchise networks,<br />
whereas in the rest of Europe there are a number of large<br />
assistance operators run as membership clubs and by<br />
business operators.<br />
In the field of the Emergency business, there are very few<br />
private ambulance operations, and none of them operate<br />
internationally. The competition thus often consists of<br />
small operators. Within fire-fighting, the competition<br />
mostly consists of municipal fire services whereas, for<br />
industrial fire services, the competition mainly consists<br />
of in-house corporate fire services.<br />
The Healthcare business is characterised by a number of<br />
small competitors, especially in Denmark, whereas the<br />
market in Sweden is more mature and thus characterised<br />
by a number of large competitors.<br />
In the Training business, there are only few global training<br />
operators, whereas there are often small local training<br />
centres in the local markets. <strong>Falck</strong> considers it an advantage<br />
that it is able to serve customers globally according<br />
to a uniform, high standard.<br />
www.falck.com<br />
47
Financial risks<br />
Interest rate and foreign exchange risk<br />
The Group’s interest rate risk is mainly affected by the<br />
Group’s overall financing. Based on the current market<br />
situation, the Executive Management Board and Board of<br />
Directors have decided that the financing is to be based<br />
on short-term interest rates.<br />
Interest collars covering DKK 1,920 million with a floor of<br />
3.25% and a cap of 5.5% have been entered into to hedge<br />
interest rate risks.<br />
Credit institutions, floating-rate loans<br />
DKK million <strong>2009</strong> 2008<br />
DKK 1,595 2,272<br />
EUR 999 1,108<br />
USD 249 17<br />
Other 30 35<br />
Total 2,873 3,432<br />
The Group is therefore sensitive to fluctuations in market<br />
interest rates, and a fluctuation by 1% would change the<br />
Group’s interest expense by DKK 10 million as the market<br />
rate for the current year is below the floor of interest rate collars.<br />
Without an interest rate collar, a fluctuation by 1% would<br />
change the Group’s interest expense by DKK 29 million.<br />
Sensitivity analysis, market-rate fluctuations 1%<br />
DKK million <strong>2009</strong> 2008<br />
DKK 7 23<br />
EUR 1 11<br />
USD 2 0<br />
Total 10 34<br />
The Group monitors developments in market interest<br />
rates closely in order to be able to react if the market<br />
situation changes.<br />
48 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
The exchange rate exposure of the Group’s transactions is<br />
limited since subsidiaries outside Denmark largely operate<br />
in local currencies, to the effect that the revenues and<br />
most of the expenses of the individual subsidiaries are<br />
denominated in the same currency. The main exchange<br />
rate exposure faced by the Group relates to the translation<br />
into Danish kroner of the financial results and equity of<br />
subsidiaries.<br />
In the event of a concurrent fall in all exchange rates by<br />
1%, this would reduce revenue by DKK 26 million, EBITA by<br />
DKK 3 million and equity by DKK 15 million.<br />
In the event of a change in the DKK/EUR exchange rate by<br />
1%, the Group’s debt would change by DKK 10 million,<br />
which would be recognised in the income statement. In<br />
the event of a change in the DKK/USD exchange rate by<br />
10%, the Group’s debt would change by DKK 25 million,<br />
which would be recognised in equity as the loan has been<br />
used to hedge net investments in foreign subsidiaries.<br />
The Group regularly assesses its foreign exchange risks<br />
in order to determine whether the exposure should be<br />
hedged by loans in the same currencies or forward exchange<br />
contracts.<br />
Credit risk<br />
When entering into significant contracts, the Group makes<br />
a credit assessment of the customer in order to assess the<br />
potential credit risk. Trade receivables are monitored and<br />
evaluated on a continuing basis in order to assess any<br />
need to make provisions for bad debts.<br />
The Group’s credit exposure to large customers is considered<br />
low as the Group’s large customers are, to a great<br />
extent, public authorities.
Subscription sales to private and corporate customers are<br />
not deemed to involve material risks to the Group as the<br />
amounts are small for the individual subscription, and general<br />
as well as individual write-downs are made for anticipated<br />
bad debts. As at 31 December <strong>2009</strong>, receivables<br />
from such subscription sales were in the region of DKK 45<br />
million (2008: DKK 70 million).<br />
However, the economic situation means that the risk of<br />
bad debts is rising. The Group has therefore increased its<br />
focus on reducing credit times in order to reduce the risk<br />
of bad debts.<br />
Liquidity risk<br />
The Group’s liquidity risk primarily concerns its ability to<br />
meet its obligations to pay its employees and creditors<br />
and to service its debts. The Group continuously monitors<br />
its free cash flow in order to assess its liquidity risks.<br />
Certain of the Group’s loans, including the debt of <strong>Falck</strong><br />
Holding A/S, are subject to certain loan covenants, and<br />
the Group continuously monitors whether the covenants<br />
are observed.<br />
The Group’s cash reserve comprises cash and cash equivalents<br />
and unused credit facilities. Management believes<br />
that the Group’s cash resources are fully sufficient. The<br />
Group aims to have sufficient cash resources to allow it to<br />
continue to operate adequately in case of unforeseen<br />
fluctuations in cash.<br />
At year-end <strong>2009</strong>, the Group’s unused credit facilities were<br />
in the region of DKK 542 million. With the addition of<br />
available cash and cash equivalents of DKK 625 million, total<br />
cash resources were in the region of DKK 1,167 million.<br />
In early 2010, an agreement was entered into with the<br />
Group’s principal bankers for an additional facility of DKK<br />
300 million to finance potential future acquisitions. This<br />
facility falls due in 2013.<br />
Capital structure<br />
The Group is not generally subject to any capital requirements<br />
other than standard statutory requirements. The<br />
company’s share capital is not divided into share classes.<br />
The capital structure has been determined based on an<br />
assessment of how large a debt the Group is able to<br />
service as well as the amounts of earnings and cash flows<br />
generated in the Group while still providing opportunities<br />
for investing in growth. The Group is financed by an overall<br />
syndicated loan raised in the parent company. The outstanding<br />
debt as at 31 December <strong>2009</strong> was DKK 2,787<br />
million. The outstanding debt was reduced by DKK 250<br />
million in <strong>2009</strong> due to debt repayment. Through regular<br />
instalments payable on the syndicated loan in 2010-2012,<br />
the debt will be reduced to DKK 1,882 million, which must<br />
be repaid in full in 2013.<br />
Moreover, the Group has mortgage loans totalling DKK<br />
387 million and other interest-bearing debt of DKK 86<br />
million.<br />
The Group monitors and manages its capital structure<br />
with a view to ensuring that it can meet its financing<br />
obligations.<br />
As at 31 December <strong>2009</strong>, the Group’s net interest-bearing<br />
debt stood at DKK 2,577 million, whilst equity stood at<br />
DKK 1,346 million, which is deemed to be a reasonable<br />
level relative to the desired financial flexibility.<br />
The company’s Articles of Association do not include<br />
special powers to the shareholders in general meeting or<br />
to the Board of Directors to distribute the company’s<br />
capital, and the company’s Articles of Association do not<br />
include any restrictions on ownership interests.<br />
www.falck.com<br />
49
<strong>Report</strong> on corporate<br />
social responsibility<br />
Statutory report on corporate social responsibility. See<br />
section 99 a of the Danish Financial Statements Act.<br />
As a business and as a business partner, <strong>Falck</strong>’s activities<br />
are based on basic principles of working to prevent accidents,<br />
diseases and emergency situations, to rescue and<br />
assist people in an emergency quickly and competently<br />
and to rehabilitate people after illness and injury.<br />
<strong>Falck</strong> is involved in a<br />
number of partnerships<br />
with hospitals, researchers<br />
and authorities regarding<br />
innovation with respect<br />
to the health and safety<br />
of people<br />
50 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Pursuing this mission gives <strong>Falck</strong> a special responsibility to<br />
show corporate social responsibility, as an employer,<br />
service provider and as a customer.<br />
In step with the growing internationalisation of the<br />
Group’s activities, this has been made more visible<br />
through the adoption and subsequent implementation of<br />
a code of conduct describing the <strong>Falck</strong> Group’s social,<br />
environmental and ethical guidelines. We expect and de-<br />
mand that everybody, employees, suppliers and business<br />
partners, adhere to these standards. The guidelines were<br />
adopted by the Board of Directors in 2008 and were subsequently<br />
confirmed by the Group’s Worldwide Workers<br />
Council.<br />
In its management strategy, the Group has established a<br />
special task force to deal with the Group’s corporate social<br />
responsibility which is to ensure that the rules are implemented<br />
and that the activities are in accordance with<br />
developments in the CSR field.<br />
As part of the implementation, the <strong>Falck</strong> Group has introduced<br />
a reporting structure designed to ensure that all<br />
officers holding business responsibility in the respective<br />
business areas report to the HR Department any incidents<br />
that constitute a breach of the code of conduct.<br />
<strong>Falck</strong>’s Code of Conduct<br />
The rules adopted by the <strong>Falck</strong> Group are based on the<br />
principles of the United Nations Global Compact, which<br />
cover the following areas:<br />
Human rights<br />
The company should<br />
• support and respect the protection of internationally<br />
proclaimed human rights within the area in which it<br />
operates and has influence;<br />
• make sure that it is not complicit in human rights abuses.
Labour standards<br />
The company should<br />
• uphold the freedom of association and the effective<br />
recognition of the right to collective bargaining;<br />
• support the elimination of all forms of forced and<br />
compulsory labour;<br />
• support the effective abolition of child labour;<br />
• support the elimination of discrimination in respect<br />
of employment and occupation.<br />
Environment<br />
The company should<br />
• support a precautionary approach to environmental<br />
challenges;<br />
• undertake initiatives to promote greater environmental<br />
responsibility;<br />
• encourage the development and diffusion of environmentally<br />
friendly technologies.<br />
Anti-corruption<br />
The company should<br />
• work against all forms of corruption, including extortion<br />
and bribery.<br />
Each company of the <strong>Falck</strong> Group holds individual responsibility<br />
for complying with and implementing the principles<br />
of the code of conduct. The task force is responsible<br />
for monitoring the initiatives taken by the individual companies<br />
and for ensuring that guidelines are established for<br />
this work.<br />
General information<br />
<strong>Falck</strong> is involved in a number of partnerships with hospitals,<br />
researchers and authorities regarding innovation with<br />
respect to the health and safety of people. <strong>Falck</strong> has also<br />
established the <strong>Falck</strong> Foundation which, headed by an<br />
independent board, coordinates existing pre hospital<br />
research and supports new research cutting across national<br />
borders.<br />
Moreover, the <strong>Falck</strong> Group supports a number of Danish<br />
and international projects, including:<br />
The Night Owls<br />
<strong>Falck</strong> is the main sponsor of The Night Owls in Denmark,<br />
whose objective is to help enhance local security and help<br />
children and young people to live a happier life. The adults<br />
responsible for the efforts in the local associations volunteer<br />
to walk the streets of their own town or residential<br />
area. This is done to stimulate preventive responsibility in<br />
order to reduce vandalism, violence and petty crime and<br />
to have unbiased talks with vulnerable young people<br />
about any problems they would like to discuss.<br />
Nicaragua<br />
Some 20 old <strong>Falck</strong> ambulances and fire engines are operating<br />
in and around Managua, the capital of Nicaragua.<br />
Several times a year, <strong>Falck</strong> rescue officers accompany their<br />
Nicaraguan colleagues on the vehicles to train them.<br />
According to the collective agreement between the <strong>Falck</strong><br />
rescue officers’ union, 3F, and <strong>Falck</strong>, DKK 0.10 per working<br />
hour is contributed to the development of ambulance and<br />
fire services in Nicaragua in addition to <strong>Falck</strong>’s donation of<br />
old vehicles and equipment to the country.<br />
The Danish Multiple Sclerosis Association<br />
Each year, <strong>Falck</strong> helps the Association with practical matters<br />
in connection with its summer events which aim to<br />
raise funds for combating multiple sclerosis, improve the<br />
conditions and quality of life of patients suffering from the<br />
disease and to create an understanding of the situation of<br />
these patients.<br />
The Danish Refugee Council<br />
<strong>Falck</strong> has supported the Danish Refugee Council for a<br />
number of years with logistical tasks in connection with<br />
the annual national fund raising campaign. In a letter from<br />
the Danish Refugee Council, <strong>Falck</strong>’s CEO in <strong>2009</strong> encouraged<br />
a number of Danish companies to contribute to the<br />
www.falck.com<br />
51
national fund raising of the year for the benefit of refugee<br />
women worldwide.<br />
The <strong>Falck</strong> Group’s code of conduct naturally requires that<br />
human rights are observed, including that child labour or<br />
forced labour does not occur. Moreover, rules have been<br />
defined in order to avoid discrimination relating to working<br />
and employment conditions.<br />
Employee relations<br />
The <strong>Falck</strong> Group respects the freedom of association of its<br />
employees and other workers with respect to legal labour<br />
unions and recognises the employees’ right to collective<br />
bargaining. The <strong>Falck</strong> Group ensures a safe and healthy<br />
working environment which protects against accidents<br />
and injury.<br />
The work on safety and prevention of injury at work is<br />
carried out in collaboration with the operational and safe-<br />
ty organisations in the individual countries of operation.<br />
The latter develop and hold courses in transfer techniques,<br />
lifting/carrying techniques, information material, and<br />
material for use in activities relating to the psychological<br />
working environment. Likewise, the safety organisation<br />
intends to ensure that <strong>Falck</strong> has the right safety equipment<br />
for its employees, such as patient lifts, lifting<br />
cushions for patients lying on the ground, electric stair<br />
climbers for the airport, etc.<br />
52 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
In 2001, <strong>Falck</strong> introduced a new health service for its<br />
employees in Denmark by way of “Interdisciplinary Treat-<br />
ment” with a view to treating and preventing work-related<br />
injuries which reduce both employee well-being and productivity<br />
and should therefore be efficiently prevented.<br />
Outside the areas where <strong>Falck</strong> has concepts of its own to<br />
handle such injuries, external suppliers or in-house specialists<br />
are used. Later on, this health service was expanded to<br />
include health consulting, including assistance to understand<br />
and use the healthcare system.<br />
At injury or accident sites, rescue officers and fire fighters<br />
experience events that can be very intense and potentially<br />
impair their quality of life and working capacity. As in the<br />
case of physical injury, there are defined guidelines on<br />
how to act, if such problems arise. Since 1993, <strong>Falck</strong> has<br />
ensured that its employees can get crisis therapy, which<br />
includes internal debriefing as well as assistance from psychologists<br />
and other trauma experts.<br />
Based on this experience, both crisis therapy and interdis-<br />
ciplinary treatment are now important elements of the<br />
services <strong>Falck</strong> offers its customers and the pursuit of corporate<br />
social responsibility has thus given <strong>Falck</strong> opportunities<br />
for product innovation for the benefit of both Danish<br />
and international companies.<br />
In spite of the many preventive and curative initiatives,<br />
<strong>Falck</strong> staff, especially ambulance staff, do on occasion<br />
suffer physical injuries which prevent them from continuing<br />
in their job. The psychological consequences of the job<br />
may also make it necessary for an employee to stop his or<br />
her career as an ambulance officer. There is great focus on<br />
either finding a different job in-house for such employees<br />
or on establishing special jobs that match what the employee<br />
can handle in his or her new situation. As Poul Erik
Skov Christensen, President of 3F said when the union<br />
rated <strong>Falck</strong> Workplace of the Year in Denmark in 2008:<br />
“.... we on the selection committee were especially impressed<br />
by the many things the company does in addition<br />
to running the business. In modern management speak<br />
I think we call it “showing public spirit”, and that is what<br />
<strong>Falck</strong> has done since long before the term was ever<br />
invented.”<br />
Environment<br />
It is a natural part of <strong>Falck</strong>’s philosophy and ethics to show<br />
consideration for its surroundings, including the environment<br />
and climate. <strong>Falck</strong> is therefore working actively to<br />
protect the environment and climate for the future and<br />
continuously evaluates how to reduce its consumption of<br />
resources. <strong>Falck</strong> has no activities that can be characterised<br />
as particular sources of pollution.<br />
The most important environmental impact from <strong>Falck</strong> is:<br />
• Fuel consumption<br />
• Power consumption<br />
• Heat consumption<br />
• Water consumption<br />
• Waste production<br />
<strong>Falck</strong> generally endeavours to minimise its consumption<br />
of resources and the discharge of pollutants from the<br />
sources listed above. In the pursuit of its activities, <strong>Falck</strong><br />
pays attention to reducing the negative environmental<br />
impact and continuously logs its consumption. Registration<br />
of environmental data ensures that performance in<br />
the area can constantly be monitored and optimised.<br />
In relation to fuel consumption, the Group has initiated a<br />
project to log fuel consumption and the correlation to<br />
driving patterns. Moreover, the Group mainly uses new or<br />
fairly new vehicles of a high quality which also helps limit<br />
fuel consumption.<br />
As part of this endeavour, all Swedish ambulances are cer-<br />
tified with respect to quality, environmental impact and<br />
working environment, all according to Swedish as well as<br />
international standards.<br />
<strong>Falck</strong> is working actively<br />
to protect the<br />
environment and climate<br />
for the future and<br />
continuously evaluates<br />
how to reduce it’s<br />
consumption of resources<br />
www.falck.com<br />
53
Management’s statement<br />
The Board of Directors and the Executive Management<br />
Board today considered and approved the annual report of<br />
<strong>Falck</strong> Holding A/S for <strong>2009</strong>.<br />
The annual report has been prepared in accordance with<br />
the International Financial <strong>Report</strong>ing Standards (IFRS) as<br />
adopted by the EU and additional Danish disclosure requirements<br />
for annual reports. In our opinion, the accounting<br />
policies applied are appropriate, and the Group’s<br />
and the parent company’s financial statements give a true<br />
and fair view of the Group’s and the parent company’s<br />
assets, liabilities and financial position as at 31 December<br />
<strong>2009</strong> and of the results of the Group’s and the parent<br />
company’s operations and cash flows for the financial year<br />
1 January – 31 December <strong>2009</strong>.<br />
Furthermore, in our opinion, the Management’s review includes<br />
a fair review of developments in the operations and<br />
financial position of the Group and the parent company,<br />
the financial results for the year and the Group’s and the<br />
parent company’s financial position.<br />
We recommend that the annual report be approved by the shareholders at the annual general meeting.<br />
Copenhagen, 17 March 2010<br />
Executive Management Board:<br />
Board of Directors:<br />
* Elected by the employees<br />
54 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Allan Søgaard Larsen Morten R. Pedersen<br />
President and CEO Deputy CEO<br />
Lars Nørby Johansen Kim Gulstad<br />
Chairman Deputy Chairman<br />
Bo Söderberg Johannes Due<br />
Jan Heine Lauvring* Vagn Flink Møller Pedersen* Ebbe Vang*
Independent<br />
auditors’ report<br />
To the shareholders of <strong>Falck</strong> Holding A/S<br />
We have audited the consolidated financial statements<br />
and the parent company financial statements of <strong>Falck</strong><br />
Holding A/S for the financial year 1 January – 31 December<br />
<strong>2009</strong>, pp. 57-123. The consolidated financial statements<br />
and the parent company financial statements comprise<br />
income statement, statement of comprehensive income,<br />
balance sheet, statement of changes in equity, cash<br />
flow statement and notes for the Group as well as for the<br />
parent company. The consolidated financial statements<br />
and the parent company financial statements have been<br />
prepared in accordance with International Financial<br />
<strong>Report</strong>ing Standards as adopted by the EU and additional<br />
Danish disclosure requirements.<br />
In addition to our audit, we have read the Management’s<br />
review prepared in accordance with the Danish Financial<br />
Statements Act and issued a statement in this regard.<br />
Management’s responsibility<br />
Management is responsible for the preparation and fair<br />
presentation of the consolidated financial statements and<br />
the parent company financial statements in accordance<br />
with International Financial <strong>Report</strong>ing Standards as adopted<br />
by the EU and additional Danish disclosure requirements<br />
in the Danish Financial Statements Act. This responsibility<br />
includes: designing, implementing and maintaining<br />
internal control relevant to the preparation and fair presentation<br />
of consolidated financial statements and parent<br />
company financial statements that are free from material<br />
misstatement, whether due to fraud or error; selecting<br />
and applying appropriate accounting policies; and making<br />
accounting estimates that are reasonable in the circumstances.<br />
Further, it is the responsibility of Management to<br />
prepare a Management’s review that gives a fair review in<br />
accordance with the Danish Financial Statements Act.<br />
Auditors’ responsibility and basis of opinion<br />
Our responsibility is to express an opinion on the consolidated<br />
financial statements and the parent company financial<br />
statements based on our audit. We conducted our<br />
audit in accordance with Danish Standards on Auditing.<br />
Those standards require that we comply with ethical<br />
requirements and plan and perform the audit to obtain<br />
reasonable assurance whether the consolidated financial<br />
statements and the parent company financial statements<br />
are free from material misstatement.<br />
An audit involves performing procedures to obtain audit<br />
evidence about the amounts and disclosures in the consolidated<br />
financial statements and the parent company financial<br />
statements. The procedures selected depend on the<br />
auditors’ judgement, including the assessment of the risks<br />
of material misstatement of the consolidated financial<br />
statements and the parent company financial statements,<br />
whether due to fraud or error. In making those risk assessments,<br />
the auditors consider internal control relevant to<br />
the Company’s preparation and fair presentation of the<br />
consolidated financial statements and the parent company<br />
financial statements in order to design audit procedures<br />
that are appropriate in the circumstances, but not<br />
for the purpose of expressing an opinion on the effectiveness<br />
of the Company’s internal control. An audit also<br />
includes evaluating the appropriateness of accounting policies<br />
used and the reasonableness of accounting estimates<br />
made by Management, as well as evaluating the overall<br />
presentation of the consolidated financial statements and<br />
the parent company financial statements.<br />
We believe that the audit evidence we have obtained is<br />
sufficient and appropriate to provide a basis for our audit<br />
opinion.<br />
Our audit did not result in any qualification.<br />
www.falck.com<br />
55
Opinion<br />
In our opinion, the consolidated financial statements and<br />
the parent company financial statements give a true and<br />
fair view of the Group’s and the parent company’s financial<br />
position at 31 December <strong>2009</strong> and of the results of<br />
the Group’s and the parent company’s operations and<br />
cash flows for the financial year 1 January – 31 December<br />
<strong>2009</strong> in accordance with International Financial <strong>Report</strong>ing<br />
Standards as adopted by the EU and additional Danish<br />
disclosure requirements.<br />
Copenhagen, 17 March 2010<br />
56 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
KPMG<br />
Statsautoriseret Revisionspartnerselskab<br />
Statement on the Management’s review<br />
Pursuant to the Danish Financial Statements Act, we have<br />
read the Management’s review. We have not performed<br />
any other procedures in addition to the audit of the consolidated<br />
financial statements and the parent company<br />
financial statements. On this basis, it is our opinion that<br />
the information given in the Management’s review is<br />
consistent with the consolidated financial statements and<br />
the parent company financial statements.<br />
Flemming Brokhattingen Carsten Kjær<br />
State Authorised State Authorised<br />
Public Accountant Public Accountant
Contents of the Group<br />
financial statements<br />
Financial statements<br />
Income statement 58<br />
Statement of recognised income<br />
and expense 59<br />
Balance sheet 60<br />
Equity statement 62<br />
Cash flow statement 63<br />
Notes<br />
1. Accounting policies 64<br />
2. Accounting estimates and judgements 75<br />
3. Segment information 76<br />
Notes to the income statement<br />
4. Revenue 78<br />
5. Other operating income 78<br />
6. Staff costs 78<br />
7. Amortisation and depreciation 79<br />
8. Fees to auditors appointed at the<br />
annual general meeting 79<br />
9. Financial income 79<br />
10. Financial expenses 79<br />
11. Income taxes 80<br />
12. Earnings per share 80<br />
Notes to the balance sheet<br />
13. Intangible assets 81<br />
14. Property, plant and equipment 83<br />
15. Investments in associates 84<br />
16. Inventories 84<br />
17. Trade receivables 84<br />
18. Equity, treasury shares and dividends 85<br />
19. Pension obligations 86<br />
20. Other employee obligations 87<br />
21. Deferred tax 88<br />
22. Provisions for acquisition of minorities 88<br />
23. Other provisions 89<br />
24. Credit institutions 89<br />
25. Other payables 90<br />
26. Deferred income 90<br />
Notes to the cash flow statement<br />
27. Net financials 91<br />
28. Investments in subsidiaries<br />
and operations 91<br />
29. Divestments of subsidiaries and operations 93<br />
30. Dividends paid 93<br />
31. Other movements relating to shareholders 93<br />
32. Cash and securities 93<br />
Supplementary notes<br />
33. Contingent liabilities, contractual<br />
obligations and collateral securities 94<br />
34. Financial instruments 95<br />
35. Related parties 101<br />
36. New financial reporting regulations 101<br />
www.falck.com<br />
57
G R O U P<br />
Income statement (DKK million)<br />
For the year ended 31 December<br />
Note <strong>2009</strong> 2008<br />
4 Revenue 7,529 7,066<br />
5 Other operating income 41 28<br />
ToTal reveNue 7,570 7,094<br />
Cost of sales and external assistance (865) (848)<br />
8 Other external costs (1,354) (1,312)<br />
6 Staff costs (4,362) (4,092)<br />
7 Amortisation and depreciation (287) (268)<br />
ToTal cosTs (6,868) (6,520)<br />
ProFIT BeFore FINaNcIals 702 574<br />
15 Income after tax from associates (1) (1)<br />
9 Financial income 52 26<br />
10 Financial expenses (165) (226)<br />
ProFIT BeFore Ta X 588 373<br />
11 Income taxes (171) (98)<br />
ProFIT For THe Year 417 275<br />
ProFIT allocaTIoN:<br />
<strong>Falck</strong> Holding A/S 402 257<br />
Minority interests 15 18<br />
ToTal 417 275<br />
12 earNINGs Per sHare<br />
Earnings per share (EPS) 4.4 2.9<br />
Diluted earnings per share (DEPS) 4.3 2.7<br />
58 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Statement of recognised income and expense (DKK million)<br />
For the year ended 31 December<br />
Note <strong>2009</strong> 2008<br />
Foreign exchange differences 60 (162)<br />
Tax on foreign exchange differences (45) 70<br />
Changes in actuarial estimates of pension provisions 10 (8)<br />
Tax on changes in actuarial estimates of pension provisions (3) 2<br />
Value adjustment of currency hedging instruments (25) 63<br />
Tax on value adjustment of currency hedging instruments 6 (16)<br />
Value adjustment of interest hedging instruments (27) (36)<br />
Tax on value adjustment of interest hedging instruments 7 9<br />
Value adjustment of available-for-sale securities 41 (4)<br />
Net income recognised directly in equity 24 (82)<br />
Profit for the year 417 275<br />
ToTal recoGNIsed INcome aNd eXPeNse 441 193<br />
ProFIT allocaTIoN<br />
<strong>Falck</strong> Holding A/S 426 182<br />
Recognised income and expense attributable to minority interests 15 11<br />
ToTal 441 193<br />
www.falck.com<br />
59
G R O U P<br />
Balance sheet (DKK million)<br />
As at 31 December<br />
Note <strong>2009</strong> 2008<br />
Assets<br />
Goodwill 4,075 3,897<br />
Intangible assets from acquisitions 81 93<br />
Other intangible assets 94 78<br />
13 ToTal INTaNGIBle asseTs 4,250 4,068<br />
Land and buildings 726 722<br />
Leasehold improvements 56 56<br />
Fixtures and fittings, tools and equipment 812 776<br />
14 ToTal ProPerT Y, Pl aNT aNd eQuIPmeNT 1,594 1,554<br />
15 Investments in associates 3 2<br />
21 Deferred tax assets 67 40<br />
ToTal FINaNcIal asseTs 70 42<br />
ToTal NoN- curreNT asseTs 5,914 5,664<br />
16 Inventories 41 41<br />
17 Trade receivables 741 609<br />
Other receivables 154 143<br />
Prepayments 102 74<br />
receivables 997 826<br />
32 Securities 145 92<br />
32 Cash 538 356<br />
ToTal curreNT asseTs 1,721 1,315<br />
ToTal asseTs 7,635 6,979<br />
60 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Balance sheet (DKK million)<br />
As at 31 December<br />
Note <strong>2009</strong> 2008<br />
Equity and liabilities<br />
18 Share capital 46 45<br />
18 Reserve for treasury shares (8) (3)<br />
Hedging reserve (21) 18<br />
Currency translation reserve (62) (77)<br />
Reserve for value adjustments of available-for-sale financial assets 37 (4)<br />
Retained earnings 1,354 906<br />
eQuIT Y aT TrIBuTaBle To PareNT comPaNY 1,346 885<br />
Minority interests 61 23<br />
ToTal eQuIT Y 1,407 908<br />
19 Pension obligations 19 23<br />
20 Other employee obligations 36 40<br />
21 Deferred tax 160 103<br />
22 Provisions for acquisition of minorities 276 211<br />
23 Other provisions 11 10<br />
24 Credit institutions 2,969 3,249<br />
ToTal NoN- curreNT deBT 3,471 3,636<br />
24 Credit institutions 291 576<br />
22 Provisions for acquisition of minorities 10 29<br />
23 Other provisions 2 3<br />
Trade payables 400 308<br />
Income taxes 22 24<br />
25 Other payables 814 610<br />
26 Deferred income 1,218 885<br />
ToTal curreNT deBT 2,757 2,435<br />
ToTal eQuITY aNd lIaBIlITIes 7,635 6,979<br />
www.falck.com<br />
61
G R O U P<br />
Equity statement (DKK million)<br />
<strong>2009</strong><br />
share<br />
reserve for<br />
treasury<br />
capital shares<br />
Hedging<br />
reserve<br />
currency<br />
translation<br />
reserve<br />
reserve for<br />
value<br />
adjustment<br />
of availablefor-sale<br />
financial<br />
assets<br />
retained<br />
earnings Total<br />
minority<br />
interests<br />
equity at 1 January <strong>2009</strong> 45 (3) 18 (77) (4) 906 885 23 908<br />
equity movements in <strong>2009</strong><br />
Foreign exchange differences 60 60 - 60<br />
Value adjustment of currency hedging<br />
instruments (25) (25) (25)<br />
Value adjustment of interest hedging<br />
instruments (27) (27) (27)<br />
Value adjustment of available-for-sale securities 41 41 41<br />
Actuarial adjustment of pension provisions 10 10 10<br />
Tax on equity movements 13 (45) (3) (35) (35)<br />
Net gains recognised directly in equity - - (39) 15 41 7 24 - 24<br />
Profit for the year 402 402 15 417<br />
Total recognised income and expense - - (39) 15 41 409 426 15 441<br />
Reduction in minority interests (1) (1)<br />
Increase in minority interests 25 25<br />
Capital increase 1 38 39 39<br />
Acquisitions of treasury shares, see note 18 (5) (5) (5)<br />
Payment for change of warrant terms 1 1 1<br />
Dividend - (1) (1)<br />
Total equity movements in <strong>2009</strong> 1 (5) (39) 15 41 448 461 38 499<br />
eQuIT Y aT 31 decemBer <strong>2009</strong> 46 (8) (21) (62) 37 1,354 1,346 61 1,407<br />
2008<br />
equity at 1 January 2008 45 - (2) 6 - 645 694 140 834<br />
equity movements in <strong>2009</strong><br />
Foreign exchange differences (155) (155) (7) (162)<br />
Value adjustment of currency hedging<br />
instruments 63 63 63<br />
Value adjustment of interest hedging<br />
instruments (36) (36) (36)<br />
Value adjustment of available-for-sale securities (4) (4) (4)<br />
Actuarial adjustment of pension provisions (8) (8) (8)<br />
Tax on equity movements (7) 72 65 65<br />
Net gains recognised directly in equity - - 20 (83) (4) (8) (75) (7) (82)<br />
Profit for the year 257 257 18 275<br />
Total recognised income and expense - - 20 (83) (4) 249 182 11 193<br />
Reduction in minority interests (142) (142)<br />
Increase in minority interests 27 27<br />
Capital increase 0 12 12 12<br />
Acquisitions of treasury shares, see note 18 (3) (3) (3)<br />
Dividend - (13) (13)<br />
Total equity movements in 2008 0 (3) 20 (83) (4) 261 191 (117) 74<br />
eQuIT Y aT 31 decemBer 2008 45 (3) 18 (77) (4) 906 885 23 908<br />
62 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Total<br />
equity
Cash flow statement (DKK million)<br />
For the year ended 31 December<br />
Note <strong>2009</strong> 2008<br />
Total revenue 7,570 7,094<br />
Total costs (6,868) (6,520)<br />
operating profit 702 574<br />
7 Amortisation, depreciation and impairment 287 268<br />
operating profit before amortisation, depreciation and impairment 989 842<br />
Reversal of profit on divestments of non-current assets (10) (7)<br />
Change in operating assets (121) (20)<br />
Change in operating payables 504 30<br />
Change in provisions (4) (4)<br />
cash flow from operating activities before financials and tax 1,358 841<br />
27 Net financials (129) (167)<br />
11 Income taxes paid (166) (99)<br />
casH FloW From oPer aTING acTIvITIes 1,063 575<br />
28 Investments in subsidiaries and operations (119) (460)<br />
Cash flows from hedging of net investments 33 -<br />
29 Divestments of subsidiaries and operations 13 -<br />
Investments in intangible assets (43) (45)<br />
Investments in property, plant and equipment (293) (250)<br />
Sale of property, plant and equipment 74 20<br />
casH FloW From INvesTING acTIvITIes (335) (735)<br />
30 Dividends paid to minorities (10) (13)<br />
31 Other movements relating to shareholders 35 9<br />
Interest-bearing debt raised - 392<br />
Repayment of and change in interest-bearing debt (553) (130)<br />
casH FloW From FINaNcING acTIvITIes (528) 258<br />
change in cash and cash equivalents 200 98<br />
Cash and cash equivalents at beginning of year 448 382<br />
Foreign exchange differences 35 (32)<br />
32 casH aNd casH eQuIvaleNTs aT Year-eNd 683 448<br />
www.falck.com<br />
63
G R O U P<br />
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes<br />
The financial statements for the year ended 31 December<br />
<strong>2009</strong> include both the consolidated financial statements of<br />
<strong>Falck</strong> Holding A/S and its subsidiaries (the Group) and the separate<br />
financial statements of the parent company.<br />
The financial statements of <strong>Falck</strong> Holding A/S is presented in<br />
accordance with International Financial <strong>Report</strong>ing Standards<br />
(IFRS) as adopted by the EU and additional Danish disclosure<br />
requirements for annual reports for accounting class C large,<br />
cf. the IFRS Order issued pursuant to the Danish Companies<br />
Act. The annual report also complies with the International<br />
Financial <strong>Report</strong>ing Standards issued by the IASB.<br />
The financial statements have been prepared under the historical<br />
cost convention, except that the following assets and<br />
liabilities are measured at fair value: derivative financial instruments<br />
and financial instruments at fair value.<br />
The financial statements are presented in DKK rounded to the<br />
nearest million.<br />
<strong>Falck</strong> Holding A/S and <strong>Falck</strong> A/S were merged effective 1 Janu-<br />
ary <strong>2009</strong>. The comparative figures for the parent company for<br />
2008 and 2007 have been restated as a result of the merger.<br />
NEW ACCOUNTING REGUL ATIONS<br />
The following standards and interpretations have been issued<br />
effective for financial years beginning on or after 1 January <strong>2009</strong>:<br />
• IAS 1 (revised 2007), Presentation of financial statements.<br />
• IAS 23 (revised 2007), Borrowing costs.<br />
• IFRS 8, Operating segments.<br />
• IFRS 2 Share-based Payments: Vesting Conditions and<br />
Cancellations.<br />
• Amendments to IAS 32 and IAS 1: Puttable Financial<br />
Instruments and Obligations Arising on Liquidation.<br />
• Amendments to IFRS 1 og IAS 27: Cost of an investment<br />
in a Subsidiary, Jointly-Controlled Entity or Associate.<br />
• Amendment to IFRS 7: Improving Disclosures about<br />
Financial Instruments.<br />
• Parts of Improvements to IFRSs May 2008 effective for<br />
financial years beginning on or after 1 January <strong>2009</strong> and<br />
• IFRIC 15-16.<br />
64 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
None of these standards and interpretations has affected recognition<br />
or measurement in <strong>2009</strong>.<br />
The accounting policies described below have been consistently<br />
applied for the financial year and for the comparative<br />
figures.<br />
BASIS OF CONSOLIDATION<br />
Group companies and subsidiaries<br />
The Group financial statements consolidate the accounts of<br />
the parent company, <strong>Falck</strong> Holding A/S, and the subsidiaries in<br />
which <strong>Falck</strong> Holding A/S directly or indirectly holds a majority<br />
of the votes or in any other way exercises a controlling interest.<br />
In assessing control, potential voting rights that are exercisable<br />
as of the balance sheet date are taken into account.<br />
The Group financial statements are prepared on the basis of<br />
the financial statements of <strong>Falck</strong> Holding A/S and subsidiaries<br />
by adding items of a like nature.<br />
The financial statements used for consolidation are prepared<br />
in accordance with the Group’s accounting policies.<br />
In the consolidation, investments in subsidiaries, intercompany<br />
income and expenses, intercompany balances and gains<br />
and losses on transactions between Group companies are<br />
eliminated.<br />
The line items of the financial statements of subsidiaries are<br />
fully consolidated in the consolidated financial statements.<br />
Profit for the year and equity attributable to minority interests<br />
in subsidiaries that are not fully controlled are included in the<br />
consolidated profit and equity and stated as separate line items.<br />
Associates<br />
Enterprises in which the <strong>Falck</strong> Group exercises significant influence<br />
but not control are classified as associates. Significant<br />
influence is generally achieved by directly or indirectly holding<br />
or having the disposal of more than 20%, but less than<br />
50%, of the voting rights.
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes (coNTINued)<br />
Unrealised gains on transactions with associates are eliminated<br />
in proportion to the Group’s share of the enterprise.<br />
BUSINESS COMBINATIONS<br />
Companies acquired or established during the financial year<br />
are recognised as from the date of acquisition or inception.<br />
Companies divested or discontinued are recognised in the income<br />
statement until the date of divestment. The comparative<br />
figures are not restated to reflect companies acquired,<br />
divested or discontinued.<br />
Acquisitions of subsidiaries or associates are accounted for<br />
applying the purchase method.<br />
The cost of a company is the fair value of the agreed consider-<br />
ation paid plus costs directly attributable to the acquisition. If<br />
parts of the consideration are conditional on future events,<br />
these parts of the consideration are recognised in cost to the<br />
extent the events are likely and the consideration can be reliably<br />
measured. Any changes caused by estimates of contingent<br />
consideration are adjusted in goodwill until the conditions<br />
have been met. Put options issued in connection with<br />
acquisitions and the value of which is contingent on future<br />
events will be included in cost at the fair value on the date of<br />
acquisition. The put options issued are subsequently measured<br />
at amortised cost. Changes as a result of estimates of future<br />
payments related to the put options issued are adjusted<br />
in goodwill until the put options issued are exercised.<br />
Identifiable assets, liabilities and contingent liabilities of acquired<br />
enterprises are stated at their fair value at the date of<br />
acquisition. Identifiable intangible assets are recognised if<br />
they are separable or derive from a contractual right, and the<br />
fair value can be reliably measured. Deferred tax is recognised<br />
on revaluations.<br />
Any positive difference between the cost price and the fair<br />
value of the identifiable assets, liabilities and contingent liabilities<br />
is recognised in the balance sheet as goodwill. Goodwill<br />
is not amortised, but is tested for impairment at least once a<br />
year. The first impairment test is performed before the end of<br />
the year of acquisition. Goodwill and fair value adjustments<br />
related to acquisitions are allocated and recognised directly in<br />
the relevant cash generating units.<br />
Any negative difference (excess value) is recognised in the income<br />
statement on the date of acquisition.<br />
If uncertainties regarding the measurement of acquired identifiable<br />
assets, liabilities and contingent liabilities exist at the<br />
acquisition date, initial recognition will take place on the basis<br />
of preliminary fair values. If identifiable assets, liabilities and<br />
contingent liabilities are subsequently determined to have a<br />
different fair value at the acquisition date than first assumed,<br />
goodwill is adjusted until 12 months after the acquisition<br />
date. The effect of the adjustments will be recognised in the<br />
opening equity, and the comparative figures will be restated<br />
accordingly. Subsequently, goodwill is only adjusted as a result<br />
of changes in estimates of contingent purchase consideration,<br />
unless material errors have occurred. However, subsequent<br />
realisation of the acquired entity’s deferred tax assets<br />
not recognised at the acquisition date will entail recognition<br />
of the tax benefit in the income statement and at the same<br />
time writedown of the carrying amount of goodwill to the<br />
amount which would have been recognised, if the deferred<br />
tax asset had been recognised as an identifiable asset at the<br />
date of acquisition.<br />
Gains or losses on divestment or winding up of subsidiaries<br />
and associates are stated as the difference between the sales<br />
or disposal amount and the carrying amount of the net assets<br />
including goodwill at the time of sale plus sales or winding up<br />
costs.<br />
Acquisition of minority interests<br />
When put options are issued as part of the consideration for<br />
business combinations, the minority interests receiving put<br />
options are considered to have been redeemed on the acquisition<br />
date. Any subsequent dividend payments to option<br />
holders are recognised as a financial expense in the income<br />
statement in the cases where the option price is independent<br />
of dividend payments. Dividend payments are included in the<br />
determination of the amortised cost of the put options in cases<br />
where the option price is adjusted for dividend payments<br />
received.<br />
www.falck.com<br />
65
G R O U P<br />
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes (coNTINued)<br />
When shares are acquired from minority interests, any excess<br />
value over the equity value on the date of acquisition is recognised<br />
as goodwill. Any negative differences (excess value) are recognised<br />
in the income statement as of the date of acquisition.<br />
Sale of minority interests<br />
Any gains or losses on the disposal of minority interests are<br />
stated as the difference between the disposal amount and<br />
the carrying amount of the minority share of net assets, including<br />
the value of allocated goodwill at the date of disposal<br />
plus anticipated costs of disposal.<br />
FOREIGN CURRENCY TR ANSL ATION<br />
A functional currency is determined for each of the reporting<br />
entities in the Group. The functional currency is the currency<br />
in the primary economic environment in which the reporting<br />
entity operates. Transactions in currencies other than the<br />
functional currency are transactions in foreign currencies.<br />
Transactions and cash flow denominated in foreign currencies<br />
are translated at the exchange rates ruling at the date of the<br />
transaction. Exchange differences arising between the exchange<br />
rate at the transaction date and the exchange rate at<br />
the date of actual payment are recognised in the income<br />
statement under financial income or financial expenses.<br />
Receivables, payables and other monetary items denominat-<br />
ed in foreign currency are translated into Danish kroner (DKK)<br />
at the exchange rate ruling at the balance sheet date. Realised<br />
and unrealised exchange gains and losses are recognised in<br />
the income statement as financial items.<br />
The income statements of foreign subsidiaries are translated<br />
on a monthly basis at average exchange rates for each month,<br />
while the balance sheet is translated at the exchange rates<br />
ruling at the balance sheet date.<br />
Exchange gains and losses from translating the equity of for-<br />
eign subsidiaries at the beginning of the year to the exchange<br />
rates ruling at the balance sheet date, and from translating<br />
the net profit for the year to the exchange rate ruling at<br />
66 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
the balance sheet date are recognised in equity as a separate<br />
currency translation reserve.<br />
Exchange gains and losses from balances with subsidiaries<br />
that are considered an addition to or deduction from the subsidiary’s<br />
equity are recognised in equity in the Group.<br />
On recognition in the consolidated financial statements of as-<br />
sociates with a functional currency other than Danish kroner,<br />
the share of results for the year is translated at average exchange<br />
rates, and the share of equity including goodwill is<br />
translated at the exchange rates at the balance sheet date. Exchange<br />
adjustments arising on the translation of the share of<br />
the opening equity of foreign associates at exchange rates at<br />
the balance sheet date and on the translation of the share of<br />
results for the year from average exchange rates to exchange<br />
rates at the balance sheet date are recognised directly in equity<br />
under a separate translation reserve.<br />
Upon the complete or partial divestment of a foreign entity<br />
or upon the settlement of intragroup balances that are considered<br />
part of the net investment, such part of the accumulated<br />
foreign exchange adjustment as is recognised directly in<br />
equity relating to that foreign entity is recognised in the income<br />
statement concurrently with the recognition of any<br />
gains or losses from the divestment.<br />
DERIVATIVE FINANCIAL INSTRUMENTS<br />
Derivative financial instruments are recognised from the<br />
trade date and measured at fair value.<br />
The fair value of derivative financial instruments is recognised<br />
as separate assets or liabilities in other receivables or other<br />
payables, respectively.<br />
Fair values of derivative financial instruments are computed<br />
on the basis of market data and generally accepted pricing<br />
models.<br />
Hedges of net investment<br />
Derivative financial instruments entered into in order to effectively<br />
hedge investments in foreign subsidiaries are recog-
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes (coNTINued)<br />
nised in the balance sheet at the time they are entered into<br />
and are measured at fair value at the balance sheet date. Exchange<br />
gains and losses are recognised directly in equity as a<br />
separate currency translation reserve.<br />
Fair value hedges<br />
Derivative financial instruments entered into in order to<br />
hedge other assets and liabilities denominated in foreign currency<br />
are recognised in the balance sheet at the time they are<br />
entered into and are stated at fair value at the balance sheet<br />
date.<br />
Any market value adjustments of derivative financial instruments<br />
entered into to hedge other assets and liabilities are<br />
recognised in the income statement in the same line items as<br />
the transactions hedged.<br />
Cash flow hedges<br />
Changes in the part of the fair value of derivative financial instruments<br />
designated as and qualifying for hedging of future<br />
cash flows, and which effectively hedge changes in the value<br />
of the hedged item, are recognised in equity. When the<br />
hedged transaction is realised, any gains or losses regarding<br />
such hedging transactions are transferred from equity and<br />
recognised in the same financial item as the hedged item.<br />
When proceeds from future borrowings are hedged, any<br />
gains or losses regarding hedging transactions are, however,<br />
transferred from equity over the maturity period of the borrowings.<br />
Forward premiums or forward discounts on forward exchange<br />
transactions are recognised in the income statement during<br />
their terms.<br />
Other derivative financial instruments<br />
For derivative financial instruments which do not meet the<br />
criteria for hedge accounting, changes in the fair value are<br />
recognised in the income statement under financials.<br />
INCOME STATEMENT<br />
Revenue represents the value of services and goods delivered<br />
and invoiced subscriptions attributable to the financial period,<br />
and is recognised in the income statement if delivery and<br />
transfer of risk to the buyer have taken place before year-end,<br />
and if the income can be reliably measured and is expected to<br />
be received.<br />
The value of services rendered is included on the basis of the<br />
percentage delivered out of the total service.<br />
Revenue from subscriptions is allocated to the income statement<br />
on a straightline basis.<br />
Revenue from sales of goods is recognised when the significant<br />
risks and rewards of ownership have been transferred to<br />
the buyer.<br />
Revenue is measured at the fair value of the agreed consideration<br />
excluding VAT and other taxes collected on behalf of<br />
third parties. All discounts granted are recognised in revenue.<br />
Other operating income represents revenue of a secondary nature<br />
relative to the Group’s principal activities, such as gains<br />
on the sale of assets, consideration in excess of the carrying<br />
amount of assets in acquisitions, and rental income.<br />
Cost of sales and external assistance represents costs incurred<br />
and external assistance used to generate the year’s revenue.<br />
Other external costs include costs relating to operating and<br />
maintaining equipment and property as well as sales and administrative<br />
expenses.<br />
Staff costs represent salaries and wages, pension contributions,<br />
social security costs and other staff costs.<br />
Goodwill impairment represents impairment of goodwill based<br />
on an annually performed impairment test of each cash-generating<br />
unit.<br />
www.falck.com<br />
67
G R O U P<br />
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes (coNTINued)<br />
Exceptional items represent material items of a non-recurring<br />
nature that are not directly attributable to the Group’s ordinary<br />
activities. This includes material gains and losses on the<br />
divestment of activities and restructuring and reorganisation<br />
costs. In addition, the item includes special impairment and<br />
provisions and the reversal thereof.<br />
Income from investments in associates in the consolidated financial<br />
statements represents the proportionate share of the results<br />
after tax in the associates, made up according to the<br />
Group’s accounting policies and after elimination of the proportionate<br />
share of intragroup profits/losses.<br />
Dividend from investments in subsidiaries and associates is rec-<br />
ognised in the parent company’s income statement in the financial<br />
year in which the dividend is declared. An impairment<br />
test is made if more than the period’s comprehensive income<br />
in subsidiaries and associates is distributed in the period in<br />
which the dividend is declared.<br />
Financials represent interest receivable and payable, realised<br />
and unrealised capital gains and losses and amortisation related<br />
to financial assets and liabilities. Dividends to capital holders<br />
who have received put options in connection with business<br />
combinations are recognised as a financial expense in<br />
the cases where the option price is independent of dividend<br />
payments. Financials are recognised at the amounts related<br />
to the year. Furthermore, realised and unrealised gains and<br />
losses on derivative financial instruments which cannot be<br />
classified as hedging arrangements are included.<br />
Income from discontinuing operations is stated as a separate<br />
line item in the income statement in order to make continuing<br />
operations comparable. The line item includes net results<br />
and gains on the divestment of discontinuing operations.<br />
68 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
INCOME TA XES<br />
Tax on the profit for the year represents corporation tax payable<br />
and changes in deferred tax. The part of tax for the year<br />
that is attributable to amounts recognised directly in equity is<br />
recognised directly in equity.<br />
Joint taxation<br />
The parent company is taxed jointly with its domestic subsidiaries.<br />
Corporation tax for the jointly taxed Danish companies is<br />
allocated according to the taxable income of these companies.<br />
<strong>Falck</strong> Holding A/S is the management company for the national<br />
joint taxation and consequently settles all payments of<br />
income taxes with the tax authorities in respect of the jointly<br />
taxed companies.<br />
Income taxes payable<br />
Corporation tax payable includes corporation tax made up on<br />
the basis of estimated taxable income for the financial year<br />
and prior-year adjustments.<br />
Deferred tax<br />
Deferred tax is calculated according to the balance sheet liability<br />
method and is based on all timing differences between<br />
the accounting and tax value of assets and liabilities.<br />
Deferred tax is not recognised on goodwill that is not tax deductible,<br />
on undistributed profits in subsidiaries and on timing<br />
differences that arose at the time of recognition in the<br />
balance sheet other than for acquisitions if such differences<br />
will not affect profit or taxable income.<br />
When alternative tax rules can be applied to determine the<br />
tax base, deferred tax is measured based on the management’s<br />
planned use of the asset or settlement of the liability<br />
respectively.<br />
Deferred tax assets, including the tax base of tax loss carryforwards,<br />
are recognised under other non-current assets at<br />
the expected value of their utilisation, either as a set-off<br />
against tax on future income or as a set-off against deferred<br />
tax liabilities within the same legal tax entity and jurisdiction.
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes (coNTINued)<br />
Deferred tax assets and liabilities are offset within the same<br />
legal tax unit or jurisdiction. Deferred tax assets are measured<br />
at the value at which they are expected to be realised.<br />
Deferred tax is measured using the tax rate expected to apply<br />
when timing differences are reversed. Changes in deferred tax<br />
as a result of changes in tax rates are recognised in the income<br />
statement.<br />
BAL ANCE SHEET<br />
Non-current assets in general<br />
Intangible assets and property, plant and equipment are<br />
measured at cost, except for goodwill and other intangible assets<br />
with indefinite useful lives, less accumulated straight-line<br />
amortisation and depreciation and impairment losses. Amortisation,<br />
depreciation and impairment losses are recognised<br />
in the income statement.<br />
The basis of depreciation is calculated with due consideration<br />
to the asset’s scrap value, reduced by any impairment losses.<br />
The residual value is determined at the date of acquisition<br />
and revalued each year. Where the residual value exceeds the<br />
carrying amount, the property ceases to be depreciated.<br />
If the amortisation or depreciation period or the scrap value is<br />
changed, the effect on amortisation or depreciation going<br />
forward is recognised as a change in accounting estimates.<br />
Cost includes direct costs related to the asset and the initial<br />
estimate of the costs related to dismantling and removing the<br />
item and restoring the site on which it is located, if the costs<br />
meet the definition of a liability. Cost further includes borrowing<br />
costs from specific and general borrowings directly relating<br />
to the acquisition, construction or development of the individual<br />
qualifying asset.<br />
Where parts of an item of property, plant and equipment<br />
have different useful lives, they are accounted for as separate<br />
items.<br />
Each year, the assets are reviewed in order to assess whether<br />
there are indications of impairment. If such indications exist,<br />
the recoverable amount, determined as the higher amount of<br />
the fair value of the asset adjusted for expected sales costs<br />
and the value in use of the asset, is calculated. The value in<br />
use is calculated based on the estimated future cash flows,<br />
discounted by using a pretax discount rate that reflects current<br />
market assessments of the time value of money and the<br />
risks specific to the assets.<br />
If the recoverable amount of an asset or its cash-generating<br />
unit is lower than the carrying amount, the asset is impaired.<br />
Any impairment loss is recognised in the income statement.<br />
For goodwill and other intangible assets with indefinable use-<br />
ful lives, impairment tests are performed in addition at each<br />
balance sheet date, regardless of whether there are any indications<br />
of impairment. For acquisitions, the first impairment<br />
test is performed before the end of the year of acquisition.<br />
Impairment losses are reversed if the recoverable amount increases.<br />
Impairment losses will only be reversed to the extent<br />
that the value in use does not exceed the carrying amount of<br />
the asset if the impairment had never been made. Impairment<br />
losses of goodwill are not reversed.<br />
Intangible assets<br />
Goodwill is recognised in the balance sheet at cost on initial<br />
recognition as described under “Business combinations”.<br />
Goodwill is subsequently measured at cost less accumulated<br />
impairment. Goodwill is not amortised.<br />
Intangible assets acquired on acquisition are measured at cost<br />
less accumulated amortisation and impairment. Intangible assets<br />
acquired on acquisition are amortised over the expected<br />
economic life, estimated to be 3 to 10 years.<br />
Other intangible assets are measured at cost including costs<br />
which can be directly or indirectly attributed to the assets in<br />
question.<br />
Other intangible assets include software, etc.<br />
www.falck.com<br />
69
G R O U P<br />
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes (coNTINued)<br />
Software is amortised over the expected economic life, estimated<br />
to be 3 to 5 years. For major administrative systems,<br />
the economic life is estimated to be 8 years.<br />
Property, plant and equipment<br />
Land and buildings are measured at cost less accumulated depreciation<br />
and impairment of buildings.<br />
Depreciation of buildings is calculated on a straight-line basis<br />
over the expected useful lives of the assets, estimated to be<br />
between 25 and 33 years. Certain installations are depreciated<br />
over 10 years.<br />
Leasehold improvements are depreciated on a straight-line basis<br />
over the term of the lease.<br />
Other operating equipment is depreciated on a straight-line basis<br />
over the estimated useful lives of the assets. The expected<br />
useful lives are as follows:<br />
Years<br />
Vehicles according to category 5-12<br />
Fixtures and fittings, tools and equipment 3-10<br />
Dispatch centres, radio systems, major administrative systems and networks 8<br />
Other IT equipment 3-5<br />
Fire extinguishers and similar equipment installed at customer locations 3-5<br />
Assets held under finance leases are recognised under property,<br />
plant and equipment and measured at the lower of the fair<br />
value and value in use of the future lease payments at the inception<br />
of the lease.<br />
Assets held under finance leases are depreciated over the use-<br />
ful lives of the assets or, if shorter, over the lease term.<br />
Gains or losses on the disposal or scrapping of property, plant<br />
and equipment are determined as the difference between the<br />
sales price less dismantling, selling and re-establishing costs<br />
and the carrying amount. Any gains or losses are recognised<br />
in the income statement as other operating income or external<br />
expenses respectively.<br />
70 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Financial assets<br />
Investments in subsidiaries and associates in the parent company’s<br />
financial statements are measured at cost less any impairment<br />
losses. Where the carrying amount exceeds the recoverable<br />
amount, the investments are written down to this lower<br />
value.<br />
Investments in associates in the consolidated financial statements<br />
are measured using the equity method and recognised<br />
at the proportionate share of the equity of the relevant enterprise,<br />
made up according to the Group’s accounting policies,<br />
with the addition of values added on acquisition, including<br />
goodwill. Investments in associates are tested for impairment<br />
when there is an indication that the investment may be impaired.<br />
Associates with negative equity value are measured at<br />
zero value. If the Group has a legal or constructive obligation<br />
to cover the associate’s negative balance, such obligation is<br />
recognised under liabilities. Receivables from associates are<br />
measured at amortised cost. Provision is made for bad debts<br />
CURRENT ASSETS<br />
Inventories<br />
Raw materials, consumables and goods for resale are measured<br />
at cost using the FIFO method.<br />
Work in progress and finished goods are measured at cost<br />
plus direct and indirect manufacturing costs.<br />
Where the net realisable value is lower than cost, inventories<br />
are written down to this lower value.<br />
Receivables<br />
Receivables are measured at amortised cost less provision for<br />
bad debts. The provision is made individually and on a portfolio<br />
level. If there is an objective indication that an individual<br />
receivable may be impaired, a writedown is made on an individual<br />
level. In the event there is no objective indication of individual<br />
impairment, receivables are tested for objective indications<br />
of impairment on a portfolio level.
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes (coNTINued)<br />
Impairment losses are calculated as the difference between the<br />
carrying amount and the present value of expected future cash<br />
flows, including realisable values of any collateral provided.<br />
Prepayments<br />
Prepayments comprise prepaid costs, which are measured at<br />
amortised cost.<br />
Securities<br />
Listed securities, which are currently all classified as available<br />
for sale, are recognised under current assets at fair value, corresponding<br />
to the officially quoted price of listed securities<br />
and estimated fair values based on current market data and<br />
recognised valuation methods for unlisted securities. Unrealised<br />
fair value adjustments are recognised directly in equity,<br />
except for impairment losses, which are recognised in the income<br />
statement under financials. On realisation, the accumulated<br />
fair value adjustment recognised in equity is transferred<br />
to financials in the income statement.<br />
EqUIT Y<br />
Dividend<br />
Dividend that has been finally adopted is recognised as a liability.<br />
Dividend expected to be paid in respect of the year is<br />
recognised as a separate line item under equity.<br />
Hedging reserve<br />
Hedge transactions that meet the criteria for hedging future<br />
cash flows and for which the hedged transaction has yet to be<br />
realised are recognised in equity under the hedging reserve.<br />
Foreign exchange adjustments relating to hedging transac-<br />
tions used to hedge the Group’s net investments in such entities<br />
are recognised in equity under the hedging reserve.<br />
Currency translation reserve<br />
Foreign exchange adjustments arising on the translation of<br />
financial statements for entities which have a functional currency<br />
other than Danish kroner, foreign exchange adjustments<br />
relating to financial assets and liabilities representing a<br />
part of the Group’s net investment in such entities are recognised<br />
in equity under the currency translation reserve.<br />
On full or partial realisation of a net investment, foreign exchange<br />
adjustments are recognised in the income statement.<br />
Reserve for fair value adjustment<br />
Reserve for fair value adjustment comprises accumulated<br />
changes in the fair values of available-for-sale financial assets.<br />
The reserve, which forms part of the Group’s free reserves, is<br />
dissolved and transferred to the income statement as the investment<br />
is sold or written down.<br />
Reserve for treasury shares<br />
Reserve for treasury shares comprises the cost of the Company’s<br />
holding of treasury shares. Dividends in respect of treasury<br />
shares are recognised directly in retained earnings under equity.<br />
Gains on the sale of treasury shares are recognised in share<br />
premium.<br />
Minority interests<br />
The proportionate shares of the profits and equity of subsidiaries<br />
attributable to minority interests are recognised as a<br />
separate item under equity. On initial recognition, minority<br />
interests are determined on the basis of the revaluation by<br />
the Group of acquired identifiable assets and liabilities, including<br />
contingent liabilities. When put options are issued as part<br />
of the consideration for business combinations, the minority<br />
interests receiving put options are considered for accounting<br />
purposes to have been redeemed on the acquisition date.<br />
Warrant programme<br />
Warrants are issued at the market value on the date of grant.<br />
Payments received and made in relation to the warrant programme<br />
are recognised in equity.<br />
LIABILITIES<br />
Pension obligations<br />
Most of the Group’s pension agreements are defined contribution<br />
plans under which payments are made to external<br />
pension institutions. Contributions to such plans are recognised<br />
in the income statement in the period in which they are<br />
earned by the employees, and outstanding payments are included<br />
in the balance sheet under other payables.<br />
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71
G R O U P<br />
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes (coNTINued)<br />
In certain countries, the Group has pension agreements that<br />
are defined benefit plans. These plans are either externally<br />
funded, with the assets of the plans held separately from<br />
those of the Group in independently administered funds, or<br />
unfunded. The liabilities related to the defined benefit plans<br />
are determined using the projected unit credit method.<br />
An actuarial assessment is made annually to determine the<br />
present value of the future benefits to be paid under the defined<br />
benefit plans. The present value is calculated on the basis<br />
of assumptions regarding the future developments in the<br />
wage/salary level as well as interest, inflation and mortality<br />
rates in the countries where such plans exist. The present value<br />
is calculated only for benefits to which the employees have<br />
already earned the right during their employment with the<br />
Group until the present time.<br />
The actuarial calculation of the pension obligation is recognised<br />
as a liability in the balance sheet. If a pension plan constitutes<br />
a net asset, the asset is only recognised to the extent<br />
that it equals future repayments under the plan, or if it will<br />
lead to a reduction in future payments under the plan.<br />
Actuarial gains and losses arise mainly from changes in actuarial<br />
assumptions and differences between actuarial assumptions<br />
and what has actually occurred. Actuarial gains and losses<br />
are recognised directly in equity.<br />
For defined benefit plans, costs charged to the income statement<br />
consist of current service cost, based on actuarial assessments<br />
and financial forecasts made at the beginning of<br />
the year, including expected service cost, interest cost, expected<br />
return on plan assets and past service cost. The past<br />
service cost for the enhancement of pension benefits is accounted<br />
for when such benefits vest or become a constructive<br />
obligation.<br />
Interest from pension assets and liabilities is recognised under<br />
financials.<br />
72 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Other non-current employee benefits are similarly recognised<br />
based on an actuarial calculation. All actuarial gains and losses<br />
are recognised immediately in the income statement, however.<br />
Other non-current employee obligations include jubilee<br />
bonuses and non-current severance schemes.<br />
Provisions<br />
Provisions are recognised when, as a consequence of an event<br />
occurring before or on the balance sheet date, the Group has<br />
a legal or constructive obligation and it is probable that an<br />
outflow of resources will be required to settle the obligation.<br />
Provisions for restructuring are recognised when a detailed,<br />
formal plan for the restructuring has been made before or on<br />
the balance sheet date and has been announced to the parties<br />
involved. In connection with acquisitions, provisions for<br />
restructuring costs are only included in the computation of<br />
goodwill if an obligation exists for the entity acquired as of<br />
the date of acquisition.<br />
Provisions are made for onerous contracts when the anticipated<br />
benefits to the Group from a contract are outweighed<br />
by the unavoidable costs under the contract.<br />
When the Group is under an obligation to dismantle an asset<br />
or re-establish the site where the asset has been used, a provision<br />
is made corresponding to the present value of the expected<br />
future costs. The provision is determined based on<br />
current orders and estimated future costs, discounted to their<br />
present value. The discount factor used reflects the general<br />
level of interest rates. The present value of the costs is recognised<br />
in the cost of the item of property, plant and equipment<br />
in question and depreciated with these assets. The increase<br />
of the present value over time is recognised in the income<br />
statement under financial expenses.<br />
Financial liabilities<br />
Debt to credit institutions is recognised at the raising of a<br />
loan as the proceeds received less transaction costs. In subsequent<br />
periods, financial liabilities are measured at amortised<br />
cost.
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes (coNTINued)<br />
Residual lease commitments from finance leases are recognised<br />
at amortised cost.<br />
Other financial liabilities are measured at amortised cost.<br />
Deferred income<br />
Deferred income primarily represents subscription revenue<br />
relating to several financial periods.<br />
LEASING<br />
For financial reporting purposes, lease liabilities are classified<br />
as either finance or operating lease liabilities.<br />
Leases are classified as finance leases when substantially all<br />
risks and rewards of ownership of the leased asset are transferred.<br />
Other leases are classified as operating leases.<br />
The accounting treatment of assets held under finance lease<br />
and the related liability is described in the sections on property,<br />
plant and equipment and financial liabilities, respectively.<br />
Assets held under operating leases are not recognised in the<br />
balance sheet. Lease liabilities under operating leases are disclosed<br />
as contingent liabilities.<br />
Lease payments concerning operating leases are recognised<br />
in the income statement on a straight-line basis over the term<br />
of the lease.<br />
CASH FLOW STATEMENT<br />
The cash flow statement is presented according to the indirect<br />
method and shows the cash flow from operating activities,<br />
the cash flow from investing activities, the cash flow<br />
from financing activities and cash and securities at the beginning<br />
and end of the year.<br />
The cash flow statement includes cash flows from companies<br />
acquired as from the date of acquisition, and cash flows from<br />
companies divested until the date of divestment.<br />
Cash flow from operating activities<br />
Cash flows from operating activities include revenue less operating<br />
expenses adjusted for non-cash operating items and<br />
changes in working capital.<br />
Cash flows from operating activities are adjusted for cash<br />
flows related to exceptional items and corporation tax.<br />
Cash flow from investing activities<br />
Cash flows from investing activities include cash flows from<br />
the acquisition and divestment of operations and companies<br />
and the purchase and sale of intangible assets, property,<br />
plant and equipment and other non-current assets and the<br />
purchase and sale of securities not included in cash and cash<br />
equivalents.<br />
Entering into a finance lease is considered a non-cash transac-<br />
tion.<br />
Cash flows from financing activities<br />
Cash flows from financing activities include cash flows from<br />
changes in equity and related costs, purchases and sales of<br />
treasury shares, cash flows from dividends, cash flows from<br />
interest-bearing debt raised and repayment thereof.<br />
Cash flows relating to assets held under finance leases are rec-<br />
ognised as payment of interest and repayment of debt.<br />
Cash and cash equivalents<br />
Cash and cash equivalents comprise cash and short-term<br />
marketable securities with a term of three months or less<br />
which are subject to an insignificant risk of changes in value.<br />
Cash flows in currencies other than the functional currency<br />
are translated at average exchange rates unless these differ<br />
materially from the exchange rate ruling at the transaction<br />
day.<br />
SEGMENT REPORTING<br />
The segment information has been prepared in accordance<br />
with the Group’s accounting policies and is based on the internal<br />
management reporting.<br />
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73
G R O U P<br />
Notes to the Group financial statements<br />
Note<br />
1 accouNTING PolIcIes (coNTINued)<br />
Segment income, expenses and assets comprise items that<br />
can be directly attributed to individual segments and items<br />
that can be allocated to the individual segments on a reasonable<br />
basis. Unallocated items are primarily assets and income<br />
and expenses relating to the Group’s administrative functions,<br />
income taxes and similar items.<br />
Non-current assets in a segment comprise non-current assets<br />
used directly in the operation of the segment, including intangible<br />
assets, property, plant and equipment and investments<br />
in associates. Current assets in a segment comprise<br />
current assets used directly in the operation of the segment,<br />
including inventories, trade receivables, other receivables,<br />
prepaid expenses and cash.<br />
FINANCIAL R ATIOS<br />
Definitions of financial ratios are found on page 123.<br />
74 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements<br />
Note<br />
2 accouNTING esTImaTes aNd JudGmeNTs<br />
The calculation of the carrying amounts of certain assets and<br />
liabilities relies on judgments, estimates and assumptions<br />
about future events.<br />
The estimates and assumptions applied are based on historical<br />
experience and other factors that Management considers<br />
reasonable under the circumstances, but which are inherently<br />
uncertain and unpredictable. Such assumptions may be incomplete<br />
or inaccurate, and unexpected events or circumstances<br />
may occur. In addition, the Group is subject to risks<br />
and uncertainties that may cause actual outcomes to deviate<br />
from such estimates.<br />
Estimates material to the financial reporting are made in the<br />
calculation of, inter alia, depreciation, amortisation and impairment<br />
losses, pensions and similar liabilities, provisions,<br />
the determination of fair values, share-based compensation<br />
as well as contingent liabilities and assets.<br />
Amortisation and depreciation periods and scrap values<br />
In the determination of the carrying amount of intangible assets<br />
and property, plant and equipment, estimates are required<br />
of the estimated economic lives of the assets and of<br />
scrap values. Depreciation in the financial year amounted to<br />
DKK 287 million.<br />
Goodwill impairment test<br />
In the annual goodwill impairment test or in case of any indication<br />
of an impairment requirement, an assessment is made<br />
of how the parts of the Group (cash-generating units) to<br />
which the goodwill relates will be able to generate sufficient<br />
cash flows in future to support the value of goodwill and other<br />
net assets in the relevant part of the Group.<br />
As a result of the nature of the company’s business, expected<br />
cash flows must be estimated over a period of a number of<br />
years, which inherently produces some degree of uncertainty.<br />
This uncertainty is reflected in the discount rate applied.<br />
The impairment test of goodwill and the associated particularly<br />
sensitive factors and sensitivity analyses are described in<br />
note 13 to the consolidated financial statements.<br />
Provisions for acquisition of minorities<br />
Management applies estimates in connection with the assessment<br />
of fair values of issued put options which commit the<br />
Group to acquire minorities.<br />
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75
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note<br />
3 seGmeNT INFormaTIoN<br />
Business areas<br />
<strong>Falck</strong>’s reporting segments are its four independent business areas, Assistance, Emergency, Healthcare and Training, which sell various<br />
services.<br />
assistance arranges services within the areas car, home/building, travel and healthcare. The services are mostly based on subscriptions<br />
and the objective is to give assurance to subscribers. In addition, <strong>Falck</strong> provides assistance within the field of preventive training and consulting<br />
on safety, security and environmental issues.<br />
emergency mainly consists of ambulance services in all of Europe, and furthermore provides training of ambulance staff and first-aid<br />
training for non-professionals. Moreover, <strong>Falck</strong> operates fire services and provides consulting on fire technical challenges. Furthermore,<br />
<strong>Falck</strong> offers large industrial businesses to assume responsibility for their fire and emergency services and offers fire services by way of fire<br />
and emergency services to industrial and public-sector customers.<br />
Healthcare provides interdisciplinary treatment involving services such as physiotherapy, chiropractics, massage therapy and zone therapy,<br />
psychological crisis therapy; assistance in connection with sickness absence; staffing services for the healthcare sector as well as for<br />
medical and health clinics.<br />
Training is the leading provider worldwide of rescue and safety courses as well as other safety services, especially for the offshore industry<br />
and the maritime sector. The chemical industry, the aviation industry and the armed forces also use <strong>Falck</strong>’s competencies.<br />
The accounting policies of all business areas are identical to those described in the accounting policy note to the financial statements. The<br />
performance of the business areas is evaluated on the basis of EBITA. Revenue and other transactions within and between business areas<br />
are accounted for as if they had taken place with third parties in accordance with <strong>Falck</strong>’s rules on transfer pricing and internal settlement.<br />
Business areas <strong>2009</strong> assistance emergency Healthcare Training<br />
elimination<br />
and<br />
non-<br />
allocated<br />
items Total<br />
KeY r aTIos<br />
Operating margin (%) 15.0 5.2 4.3 13.5 9.6<br />
INcome sTaTemeNT<br />
Revenue 2,183 4,271 1,139 921 (985) 7,529<br />
eBITda 342 410 74 163 989<br />
Amortisation, depreciation and impairment 15 189 25 39 268<br />
eBITa<br />
Amortisation and impairment of intangible assets<br />
327 221 49 124 721<br />
from acquisitions - 7 4 8 19<br />
Profit before financials 327 214 45 116 702<br />
Financials, etc. 114 114<br />
Profit before tax 588 588<br />
Income taxes 171 171<br />
Profit for the year 417 417<br />
Bal aNce sHeeT<br />
Total assets 2,210 2,700 1,103 1,582 40 7,635<br />
Net investments in intangible assets,<br />
property, plant and equipment 48 144 19 51 - 262<br />
76 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note<br />
3 seGmeNT INFormaTIoN (coNTINued)<br />
Business areas 2008 assistance emergency Healthcare Training<br />
elimination<br />
and<br />
non-<br />
allocated<br />
items Total<br />
KeY r aTIos<br />
Operating margin (%) 14.6 2.0 6.6 14.8 8.3<br />
INcome sTaTemeNT<br />
Revenue 2,070 3,878 1,283 831 (996) 7,066<br />
eBITda 317 263 106 156 842<br />
Amortisation, depreciation and impairment 15 186 21 33 255<br />
eBITa 302 77 85 123 587<br />
Amortisation and impairment of intangible assets from<br />
acquisitions 1 5 4 3 13<br />
Profit before financials 301 72 81 120 574<br />
Financials, etc. 201 201<br />
Profit before tax 373 373<br />
Income taxes 98 98<br />
Profit for the year 275 275<br />
Bal aNce sHeeT<br />
Total assets 2,158 2,359 1,052 1,554 (144) 6,979<br />
Net investments in intangible assets,<br />
property, plant and equipment 9 190 44 32 - 275<br />
Geographic breakdown revenue<br />
<strong>2009</strong> 2008<br />
Non-<br />
current<br />
assets<br />
excluding<br />
deferred<br />
tax assets revenue<br />
Non-<br />
current<br />
assets<br />
excluding<br />
deferred<br />
tax assets<br />
Denmark 4,928 4,218 4,814 4,230<br />
Nordic region 1,233 571 1,071 479<br />
Europe 1,040 524 1,045 498<br />
Rest of the world 328 523 136 417<br />
ToTal 7,529 5,836 7,066 5,624<br />
The breakdown of revenue is based on customers’ country of residence. No single customer accounts for 10% or more of revenue.<br />
The Nordic region comprises the following countries:<br />
Norway, Sweden and Finland.<br />
Europe comprises the following countries:<br />
Poland, Slovakia, the Netherlands, United Kingdom, Spain, Germany, Estonia, Romania, the Czech Republic and Belgium.<br />
The rest of the world comprises the following countries:<br />
Brazil, Malaysia, Nigeria, Singapore, Thailand, Trinidad & Tobago, Vietnam, the United Arab Emirates and the United States.<br />
www.falck.com<br />
77
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
4 reveNue<br />
Services 7,464 7,002<br />
Products 65 64<br />
Total revenue 7,529 7,066<br />
5 oTHer oPer aTING INcome<br />
Gain on sales of assets 8 7<br />
Other operating income 33 21<br />
Total other operating income 41 28<br />
Other operating income relates mainly to rent from premises and gain from partial sale of subsidiary.<br />
6 sTaFF cosTs<br />
Salaries and wages to employees (3,544) (3,361)<br />
Remuneration to the Executive Management Board (8) (8)<br />
Remuneration to the Board of Directors (1) (1)<br />
Total salaries and remuneration (3,553) (3,370)<br />
Defined contribution pension plans (245) (218)<br />
Defined benefit pension plans (9) (8)<br />
Other social security costs (282) (250)<br />
Other staff costs (273) (246)<br />
Total other staff costs (809) (722)<br />
Total staff costs (4,362) (4,092)<br />
Number of full-time employees 12,258 12,124<br />
Number of part-time employees 4,199 3,920<br />
Remuneration to the Executive Management Board includes pension contributions of 1 1<br />
The rate of increase in remuneration to the Executive Management Board excluding bonus<br />
was 0% in <strong>2009</strong> (2008: 4%)<br />
The service contracts for the members of the Executive Management Board include severance periods<br />
which, in the case of resignation by an executive, are 9-12 months and, in the case of termination by<br />
the Company, are 18-24 months.<br />
Warrant programme<br />
Number of warrants at 1 January 4,443,120 4,443,120<br />
Warrants at 31 december 4,443,120 4,443,120<br />
Each warrant entitles the holder to subscribe one share with a nominal value of DKK 0.50 at DKK 2.10 per share. The subscription price is<br />
increased by 40% per year and was DKK 11.38 per share as at 31 December <strong>2009</strong>. From 1 July 2011, the annual rate of increase will be<br />
8%. The warrants issued were acquired by the members of the Executive Management Board at market value and no conditions were attached<br />
to the acquisition.<br />
The warrants issued may be exercised in the period until 31 December 2011 in connection with a potential IPO, or if a third party obtains<br />
a controlling interest in <strong>Falck</strong> Holding A/S or a directly owned subsidiary. After that, the warrants issued may be exercised if none of the<br />
situations mentioned above have occurred.<br />
78 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
7 amorTIsaTIoN aNd dePrecIaTIoN<br />
Intangible assets from acquisitions (19) (13)<br />
Other intangible assets (27) (20)<br />
Land and buildings (30) (31)<br />
Leasehold improvements (10) (7)<br />
Fixtures and fittings, tools and equipment (201) (197)<br />
Total depreciation, amortisation and impairment (287) (268)<br />
8 Fees To audITors aPPoINTed aT THe aNNual GeNer al meeTING<br />
KPmG:<br />
Audit (5) (5)<br />
Other assurance engagements (1) (1)<br />
Tax advisory services (3) (3)<br />
Other services (1) (1)<br />
Total fees (10) (10)<br />
9 FINaNcIal INcome<br />
Foreign exchange gains 37 5<br />
Interest from cash 9 20<br />
Interest from securities 3 1<br />
Other financial income 3 -<br />
Total financial income 52 26<br />
10 FINaNcIal eXPeNses<br />
Foreign exchange losses (7) (35)<br />
Losses on securities (1) -<br />
Interest to credit institutions (138) (183)<br />
Interest element, discounted liabilities (9) (3)<br />
Interest to suppliers - (1)<br />
Other financial expenses (10) (4)<br />
Total financial expenses (165) (226)<br />
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79
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
11 INcome Ta Xes<br />
Current tax (195) (123)<br />
Change in deferred tax for the year 28 9<br />
Prior-year adjustments (4) 16<br />
Total income taxes (171) (98)<br />
Tax on movements in equity (35) 65<br />
Tax for the year (206) (33)<br />
Income taxes paid during the year (166) (99)<br />
Breakdown of tax rate:<br />
Tax for the year (206) (33)<br />
Profit before tax 588 373<br />
Tax base for current tax 588 373<br />
effective tax rate 29.0% 26.3%<br />
reconciliation of tax rate:<br />
danish tax rate 25.0% 25.0%<br />
Differences in foreign tax rates relative to Danish rate 0.5% 0.4%<br />
Group weighted average tax rate 25.5% 25.4%<br />
Non-deductible costs/(tax-exempt income) 0.5% 0.6%<br />
Current year's non-capitalised tax losses 2.0% 0.7%<br />
Utilisation of non-capitalised tax losses (0.5%) (0.1%)<br />
Other adjustments including relating to prior years 1.5% (0.3%)<br />
effective tax rate 29.0% 26.3%<br />
12 earNINGs Per sHare<br />
Profit for the year 417 275<br />
Minority interests 15 18<br />
Profit attributable to the <strong>Falck</strong> Group 402 257<br />
Average number of shares 91,522,851 90,180,586<br />
Average number of treasury shares 140,102 3,476<br />
average number of outstanding shares 91,382,749 90,177,110<br />
Average dilutive effect of outstanding warrants 1,119,812 3,369,939<br />
diluted average number of outstanding shares 92,502,561 93,547,049<br />
earnings per share (ePs) of dKK 0.50 4.4 2.9<br />
diluted earnings per share (dePs) of dKK 0,50 4.3 2.7<br />
80 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note<br />
13 INTaNGIBle asseTs<br />
<strong>2009</strong> Goodwill<br />
Intangible<br />
assets from<br />
acquisitions<br />
other intangible<br />
assets Total<br />
Cost at 1 January <strong>2009</strong> 3,897 120 126 4,143<br />
Foreign exchange differences 44 1 4 49<br />
Additions on acquisitions 74 6 - 80<br />
Disposals on divestments (1) - - (1)<br />
Additions 61 - 43 104<br />
Disposals and reclassification - - (4) (4)<br />
cost at 31 december <strong>2009</strong> 4,075 127 169 4,371<br />
Amortisation and impairment at 1 January <strong>2009</strong> - (27) (48) (75)<br />
Foreign exchange differences - - (3) (3)<br />
Disposals and reclassification - - 3 3<br />
Amortisation - (19) (27) (46)<br />
amortisation and impairment at 31 december <strong>2009</strong> - (46) (75) (121)<br />
carrying amount at 31 december <strong>2009</strong> 4,075 81 94 4,250<br />
2008 Goodwill<br />
Intangible<br />
assets from<br />
acquisitions<br />
other intangible<br />
assets Total<br />
Cost at 1 January 2008 3,594 41 105 3,740<br />
Foreign exchange differences (117) (1) (5) (123)<br />
Additions on acquisitions 420 80 1 501<br />
Additions - - 44 44<br />
Disposals and reclassification - - (19) (19)<br />
cost at 31 december 2008 3,897 120 126 4,143<br />
Amortisation and impairment at 1 January 2008 - (13) (49) (62)<br />
Foreign exchange differences - (1) 3 2<br />
Disposals and reclassification - - 18 18<br />
Amortisation - (13) (20) (33)<br />
amortisation and impairment at 31 december 2008 - (27) (48) (75)<br />
carrying amount at 31 december 2008 3,897 93 78 4,068<br />
Intangible assets from acquisitions are primarily related to customer contracts and customer relations. The acquisitions were primarily<br />
made to achive synergies with existing business areas and to futher develop existing markets. As a result, a large part of the purchase<br />
price has been allocated to goodwill.<br />
Other intangible assets are primarily software.<br />
Except for goodwill, all intangible assets are deemed to have a limited economic life.<br />
www.falck.com<br />
81
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note<br />
13 INTaNGIBle asseTs (coNTINued)<br />
Impairment tests of goodwill<br />
Goodwill is tested for impairment at least once a year, and more frequently if there are indications of impairment. In impairment tests,<br />
the discounted value of the future net cash flows of each of the cash-generating units is compared with their carrying amounts.<br />
<strong>2009</strong> 2008<br />
Goodwill is related to the following business areas:<br />
Assistance 1,805 1,792<br />
Emergency 480 440<br />
Healthcare 781 728<br />
Training 1,009 937<br />
Total goodwill 4,075 3,897<br />
In connection with the Company’s acquisition of the shares in <strong>Falck</strong> A/S in 2004/05, goodwill was determined and allocated to the<br />
respective business areas.<br />
For the above mentioned business areas, goodwill is tested for impairment in the relevant cash generating units within the business<br />
areas, based on the following parameters and assumptions:<br />
The future net cash flows are based on the consolidated budget for 2010 and the Group’s strategic plan for the period until 2014.<br />
Moreover, growth during the terminal period has been estimated at 3% (2008: 3%).<br />
The key parameters for the impairment test are performance in terms of revenue and the operating margin. As capital tied up in net<br />
operating assets is generally low in the Group, this parameter does not have any material impact on the impairment test.<br />
The assistance activities primarily consist of subscriptions and are therefore stable from year to year. The discount rate has been set at<br />
8% (2008: 8%).<br />
The emergency activities primarily consist of ambulance services, including transport of patients, and of fire-fighting, and they do not<br />
fluctuate materially from year to year. Emergency also includes Fire Services which consist of long-term contracts and training and<br />
consulting services in Spain and the Netherlands. The discount rate for emergency has been set at 8% (2008: 8%).<br />
The Healthcare activities primarily consist of subscriptions and are therefore stable from year to year. The discount rate has been set at<br />
8% (2008: 8%). Substantial growth is also expected in the Healthcare business in the years ahead.<br />
Healthcare also includes staffing business which mainly consists of payments from case to case. The discount rate has been set at 9%<br />
(2008: 9%).<br />
Training is to a extent affected by the activity level in the oil industry. The discount rate has therefore been set at 9% (2008: 9%). The<br />
main assumptions in the strategic plan until 2014 are the expected organic growth and that off-shore exploration activities will pick up<br />
pace again.<br />
The impairment tests of goodwill did not result in any impairment.<br />
82 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note<br />
14 ProPerT Y, Pl aNT aNd eQuIPmeNT<br />
<strong>2009</strong><br />
land and<br />
buildings<br />
leasehold<br />
improvements<br />
Fixtures,<br />
fittings,<br />
tools and<br />
equipment Total<br />
Cost at 1 January <strong>2009</strong> 816 74 1,014 1,904<br />
Foreign exchange differences 23 2 19 44<br />
Additions on acquisitions 26 - 13 39<br />
Additions 12 10 271 293<br />
Disposals and reclassification (33) (4) (217) (254)<br />
cost at 31 december <strong>2009</strong> 844 82 1,100 2,026<br />
Depreciation and impairment at 1 January <strong>2009</strong> (94) (18) (238) (350)<br />
Foreign exchange differences (7) (1) (12) (20)<br />
Disposals and reclassification 13 3 163 179<br />
Depreciation (30) (10) (201) (241)<br />
depreciation and impairment at 31 december <strong>2009</strong> (118) (26) (288) (432)<br />
carrying amount at 31 december <strong>2009</strong> 726 56 812 1,594<br />
of which assets under construction 51 - 34<br />
of which assets held under finance leases 11 - 15<br />
2008<br />
land and<br />
buildings<br />
leasehold<br />
improvements<br />
Fixtures,<br />
fittings,<br />
tools and<br />
equipment Total<br />
Cost at 1 January 2008 825 51 981 1,857<br />
Foreign exchange differences (34) (1) (46) (81)<br />
Additions on acquisitions 9 9 71 89<br />
Additions 20 15 215 250<br />
Disposals and reclassification (4) - (207) (211)<br />
cost at 31 december 2008 816 74 1,014 1,904<br />
Depreciation and impairment at 1 January 2008 (74) (11) (266) (351)<br />
Foreign exchange differences 8 - 29 37<br />
Disposals and reclassification 3 - 196 199<br />
Depreciation (31) (7) (197) (235)<br />
depreciation and impairment at 31 december 2008 (94) (18) (238) (350)<br />
carrying amount at 31 december 2008 722 56 776 1,554<br />
of which assets under construction 24 - 15<br />
of which assets held under finance leases 11 - 16<br />
www.falck.com<br />
83
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
15 INvesTmeNTs IN assocIaTes<br />
Cost at 1 January 2 2<br />
cost at 31 december 2 2<br />
Share of valuation adjustments at 1 January (4) -<br />
Share of profit after tax (1) (1)<br />
Impairment - (3)<br />
Impairment and share of valuation adjustments at 31 december (5) (4)<br />
carrying amount at 31 december (3) (2)<br />
Companies with negative carrying amount offset in receivables 6 4<br />
Total carrying amount at 31 december 3 2<br />
See “Legal entities” for a list of companies.<br />
summary financial information about associates (100%):<br />
Revenue 18 13<br />
Profit for the year (2) (3)<br />
Total assets 246 253<br />
Total liabilities 245 245<br />
16 INveNTorIes<br />
Finished goods and goods for resale 41 41<br />
Total inventories 41 41<br />
Value of inventories recognised at net realisable value - -<br />
Write-downs during the year - -<br />
Reversal of write-downs during the year - -<br />
17 Tr ade receIvaBles<br />
Receivables from subscriptions 45 70<br />
Other trade receivables 696 539<br />
Total trade receivables 741 609<br />
Write-downs at 1 January 23 23<br />
Write-downs during the year 17 15<br />
Realised write-downs during the year (13) (15)<br />
Write-downs at 31 december 27 23<br />
Write-downs are recognised under other external costs.<br />
Write-downs are typically recorded against individual receivables when customers have suspended payments or are subject to insolvency<br />
proceedings.<br />
In addition, individual write-downs may be made based on the age distribution of the customer’s debt to the <strong>Falck</strong> Group.<br />
Based on the Group’s internal credit-rating procedures, the credit quality of receivables not yet due and not written down is deemed to<br />
be high with a low risk of losses due to the typically small subscription receivables from the individual customers and the fact that a<br />
significant part of receivables are from public-sector authorities and major companies.<br />
84 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
17 Tr ade receIvaBles (coNTINued)<br />
Breakdown by maturity:<br />
Not due 474 363<br />
Due within – 1 to 30 days 163 145<br />
Due within – 31 to 90 days 58 66<br />
Due within – more than 90 days 73 58<br />
Receivables 768 632<br />
Provision for bad debts (27) (23)<br />
Total trade receivables 741 609<br />
Fair value of trade receivables 741 609<br />
18 eQuIT Y, TreasurY sHares aNd dIvIdeNds<br />
capital structure<br />
The Group is generally not subject to any capital requirements other than usual statutory requirements.<br />
The capital structure was determined at the time of acquisition of the subsidiary <strong>Falck</strong> A/S based on an<br />
assessment of the Group’s future cash flows.<br />
The Group monitors and manages its capital structure with a view to ensuring that it can meet its financing<br />
obligations. No changes have been made to the Group’s management of capital as compared<br />
with 2008.<br />
movements in share capital in the past five financial years<br />
Share capital at 1 January - -<br />
Addition on capital increase in 2004 44 44<br />
Addition on capital increase in 2006 1 1<br />
Addition on capital increase in 2008 0 0<br />
Addition on capital increase in <strong>2009</strong> 1 0<br />
share capital at 31 december 46 45<br />
The share capital is divided into 92,786,800 shares with a nominal value of DKK 0.50 each (2008: 90,223,797 shares).<br />
The shares are fully paid up and are not divided into classes.<br />
Number of shares Nominal value dKK thousand % of share capital<br />
Treasury shares <strong>2009</strong> 2008 <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
Treasury shares at 1 January 79,291 - 40 - 0.09 -<br />
Additions 178,928 79,291 89 40 0.20 0.09<br />
Disposals - - - - - -<br />
Treasury shares at 31 december 258,219 79,291 129 40 0.29 0.09<br />
All treasury shares are owned by <strong>Falck</strong> Holding A/S.<br />
The purchase price of treasury shares acquired during the financial year was DKK 5 million (2008: DKK 3 million).<br />
Treasury shares were primarily acquired due to buybacks from executives who have left the Group.<br />
dividend<br />
A dividend of DKK 0 million is proposed (2008: DKK 0 million).<br />
www.falck.com<br />
85
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note<br />
19 PeNsIoN oBlIGaTIoNs<br />
The Group contributes to pension plans which cover employees in various companies of the Group. The pension plans are typically<br />
defined contribution plans. The Group has defined benefit plans in Norway and the Netherlands.<br />
The Group has a defined benefit plan in Sweden which is partially covered by an external pension company. It is not possible for the pension<br />
company to make an actuarial calculation of the pension obligation. As a result, the plan is accounted for as a defined contribution plan.<br />
The defined contribution plans are paid and recognised as incurred, and the Group has no obligations to the employees thereafter.<br />
The defined benefit plans result in unfunded pension obligations which are not insured in an independent insurance company.<br />
The consolidated balance sheet includes unfunded pension obligations based on actuarial calculations.<br />
Changes in actuarial gains and losses are recognised fully in equity.<br />
<strong>2009</strong> 2008<br />
deFINed BeNeFIT Pl aNs<br />
Costs in current financial year 9 8<br />
Interest expenses 3 2<br />
Expected return on plan assets (3) (2)<br />
recognised pension cost 9 8<br />
Breakdown of provision for the Group's obligations<br />
Present value of pension obligations 75 72<br />
Fair value of plan assets (56) (49)<br />
Total pension provisions 19 23<br />
recognised in the balance sheet as follows:<br />
Provision for pensions 19 23<br />
Total 19 23<br />
Breakdown of change in the present value of pension provisions<br />
Pension provision at 1 January 72 70<br />
Foreign exchange differences 14 (11)<br />
Cost in respect of current financial year 9 8<br />
Changes in actuarial estimates (23) 3<br />
Calculated interest 3 2<br />
Pension provisions at 31 december 75 72<br />
Expected contributions for next year 8 9<br />
movements in fair value of plan assets<br />
Plan assets at 1 January 49 53<br />
Currency translation of opening value 8 (7)<br />
Expected return on plan assets 3 2<br />
Employer's contributions to plan during the period 10 7<br />
Changes in actuarial estimates (13) (5)<br />
Settlement of pension obligations - -<br />
Paid out during the period (1) (1)<br />
Total plan assets at 31 december 56 49<br />
Actual return on plan assets 1 -<br />
Total actuarial gains recognised in the statement of recognised income and expenses 10 (8)<br />
86 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
19 PeNsIoN oBlIGaTIoNs (coNTINued)<br />
Breakdown of plan assets:<br />
Shares 3 7<br />
Bonds 34 28<br />
Buildings etc. 9 7<br />
Other 10 7<br />
Total plan assets 56 49<br />
The calculation of the obligation is based on the following assumptions:<br />
Norway<br />
Salary increases 4.3% 4.0%<br />
Expected return on plan assets 5.6% 6.3%<br />
Discount rate 4.4% 4.3%<br />
The Netherlands<br />
Salary increases 3.8% 3.8%<br />
Expected return on plan assets 5.5% 5.5%<br />
Discount rate 5.5% 5.5%<br />
The return on plan assets has been set on the basis of market expectations of the rate of return.<br />
Breakdown of the Group’s pension obligations. amounts for current and preceding four years:<br />
<strong>2009</strong> 2008 2007 2006 2005<br />
Actuarial pension obligations (75) (72) (70) (58) (55)<br />
Plan assets 56 49 53 54 52<br />
under funding/over funding (19) (23) (17) (4) (3)<br />
Experience-based change to obligations (9) (2) (5) - -<br />
Experience-based change to plan assets (3) (3) - - -<br />
20 oTHer emPloYee oBlIGaTIoNs <strong>2009</strong> 2008<br />
Employee obligations at 1 January 40 44<br />
Adjustment in respect of current financial year 2 (1)<br />
Paid out during the period (6) (3)<br />
employee obligations at 31 december 36 40<br />
The employee obligations primarily concern a special severance scheme for executives employed before 1991.<br />
The scheme has been closed for new members.<br />
www.falck.com<br />
87
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
21 deFerred Ta X<br />
Deferred tax provisions at 1 January 63 102<br />
Foreign exchange differences (7) 3<br />
Additions on acquisitions - 31<br />
Change in deferred tax for the year 22 (74)<br />
Change in deferred tax for prior years 15 1<br />
deferred tax provisions at 31 december 93 63<br />
Deferred tax assets (67) (40)<br />
Deferred tax provision 160 103<br />
deferred tax provisions at 31 december 93 63<br />
Breakdown of deferred tax<br />
Intangible assets 44 35<br />
Property, plant and equipment 132 127<br />
Current assets (2) (3)<br />
Non-current debt and provisions (15) (17)<br />
Current debt (4) 4<br />
Tax losses carried forward (35) (12)<br />
Equity (27) (71)<br />
deferred tax provisions at 31 december 93 63<br />
Tax losses carried forward and not included in deferred tax assets amount to DKK 35 million (2008:<br />
DKK 22 million).<br />
Deferred tax assets are recognised on the basis of expected future earnings.<br />
22 ProvIsIoNs For acQuIsITIoN oF mINorITIes<br />
Provisions at 1 January 240 47<br />
Foreign exchange differences (1) -<br />
Provisions made during the year 109 213<br />
Provisions used during the year (57) (23)<br />
Interest element, discounted liabilities 9 3<br />
Reversed provisions (14) -<br />
Provisions at 31 december 286 240<br />
classification of provisions by expected maturity:<br />
Within 1 year 10 29<br />
Between 1 and 3 years 121 94<br />
Between 3 and 5 years 78 117<br />
More than 5 years 77 -<br />
Total 286 240<br />
Provisions concern minority shareholders’ future option to sell their shares to <strong>Falck</strong> and provision regarding acquisition of companies.<br />
In connection with <strong>Falck</strong> assuming an obligation to acquire minority shares, a concurrent right was obtained for <strong>Falck</strong> to acquire the<br />
same minority shares in a subsequent period.<br />
Provisions used related to the payment of deferred consideration in connection with acquisitions of minority interests and payment of<br />
consideration due in connection with acquisitions of companies.<br />
88 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
23 oTHer ProvIsIoNs<br />
Provisions at 1 January 13 12<br />
Provisions made during the year 1 4<br />
Provisions used during the year (1) -<br />
Reversed provisions - (3)<br />
other provisions at 31 december 13 13<br />
classification of provisions by expected maturity:<br />
Within 1 year 2 3<br />
Between 1 and 3 years 5 2<br />
Between 3 and 5 years - -<br />
More than 5 years 6 8<br />
Total 13 13<br />
Other provisions concern an unprofitable lease for premises and the Group’s obligation to clean up<br />
and demolish facilities on leased land.<br />
A provision was released in 2008 as a result of a change to the letting of leased premises for which<br />
a provision had been made.<br />
24 credIT INsTITuTIoNs<br />
Non-current portion:<br />
Assets held under finance leases 17 17<br />
Long-term loans 2,952 3,232<br />
Total 2,969 3,249<br />
current portion:<br />
Assets held under finance leases 5 7<br />
Short-term loans 286 569<br />
Total 291 576<br />
Total credit institutions 3,260 3,825<br />
Breakdown by maturity:<br />
Due within 1 year 291 576<br />
Due between 1 and 3 years 691 623<br />
Due between 3 and 5 years 1,885 2,228<br />
Due after 5 years 393 398<br />
Total 3,260 3,825<br />
Breakdown by currency:<br />
DKK 1,982 2,665<br />
EUR 999 1,108<br />
USD 249 17<br />
Other 30 35<br />
Total 3,260 3,825<br />
Interest reset periods:<br />
Within 3 months 2,873 3,432<br />
After 12 months 387 393<br />
Total 3,260 3,825<br />
www.falck.com<br />
89
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note<br />
24 credIT INsTITuTIoNs (coNTINued)<br />
The statements set out above do not include liabilities relating to interest for subsequent financial periods. See note 34 for a description<br />
of the Group’s risks and cash resources.<br />
The effective interest rate has been determined at 3.8% (2008: 5.0%).<br />
For debt with an interest reset period within three months, regular assessments are made of how long the interest period should be. As<br />
at the balance sheet date, the interest rate in DKK is fixed for one month and averages approximately 1.8%. As at the balance sheet date,<br />
the interest rate in EUR is fixed for one month and averages approximately 0.8%. As at the balance sheet date, the interest rate in USD is<br />
fixed for one month and averages approximately 0.6%.<br />
For debt with an interest reset period beyond 12 months (in DKK) the effective interest rate is currently approximately 4.5%.<br />
The market value of debt with an interest reset period within three months is approximately DKK 2,785 million, and the market value of<br />
debt with an interest reset period beyond 12 months is approximately DKK 404 million.<br />
asseTs Held uNder FINaNce leases<br />
Assets held under finance leases comprise leased vehicles and buildings. The lease contracts do not include any contingent lease payments.<br />
Breakdown of liabilities concerning assets held under finance leases:<br />
<strong>2009</strong><br />
Present value<br />
of lease<br />
payments<br />
Interest<br />
minimumleasepayments<br />
Due within 1 year 5 1 6<br />
Due between 1 and 5 years 13 1 14<br />
Due after 5 years 4 - 4<br />
Total as at 31 december <strong>2009</strong> 22 2 24<br />
2008<br />
Present value<br />
of lease<br />
payments<br />
Interest<br />
minimumleasepayments<br />
Due within 1 year 7 1 8<br />
Due between 1 and 5 years 14 3 17<br />
Due after 5 years 3 - 3<br />
Total as at 31 december 2008 24 4 28<br />
25 oTHer PaYaBles <strong>2009</strong> 2008<br />
Holiday pay, wages, etc. 525 456<br />
Employee income taxes, etc. 132 55<br />
VAT 60 36<br />
Accrued interest 3 1<br />
Other 94 62<br />
Total other payables 814 610<br />
26 deFerred INcome<br />
Subscription commitments 991 767<br />
Other deferred income 227 118<br />
Total deferred income 1,218 885<br />
90 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
27 NeT FINaNcIals<br />
Financial income and expenses (113) (200)<br />
Of which unrealised gains and losses (27) 30<br />
Interest element, discounted liabilities 9 3<br />
Change in interest payable 2 -<br />
Total net financials (129) (167)<br />
28 INvesTmeNTs IN suBsIdIarIes aNd oPer aTIoNs<br />
acquisitions<br />
assets<br />
Non-current assets (39) (90)<br />
Cash and cash equivalents (11) (34)<br />
Other current assets (64) (77)<br />
equity and liabilities<br />
Interest-bearing debt - 46<br />
Current debt, provisions, etc. 70 114<br />
Minority interests 20 (2)<br />
Net assets taken over (24) (43)<br />
Goodwill and other intangible assets (80) (402)<br />
Provisions for acquisitions of minorities used during the year. See note 22 (57) -<br />
Purchase price (including costs) (161) (445)<br />
Adjustment for cash and cash equivalents taken over 11 34<br />
Outstanding consideration 31 -<br />
Consideration relating to prior-year acquisitions - (49)<br />
cash consideration for acquisitions of Group companies (119) (460)<br />
Transaction costs for acquisitions 7 13<br />
For all acquisitions, the carrying amount on the date of acquisition did not deviate materially from the fair value. Other than intangible<br />
assets with a value of DKK 6 million (2008: DKK 80 million), no assets or liabilities have been identified which were not recognised in<br />
the companies acquired on the date of acquisition.<br />
The acquisitions were primarily made to achive synergies with existing business areas and to further develop existing markets. As a<br />
result, a large part of the purchase prices has been allocated to goodwill.<br />
In addition to the cost prices stated above, put options were granted to the vendor, which resulted in the recognition of goodwill of<br />
DKK 61 million (2008: DKK 98 million).<br />
www.falck.com<br />
91
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note<br />
28 INvesTmeNTs IN suBsIdIarIes aNd oPer aTIoNs (coNTINued)<br />
The following acquisitions were made during the financial year. All acquisitions have been recognised applying the purchase method.<br />
acquisitions <strong>2009</strong><br />
month of<br />
acquisition cost price<br />
consideration<br />
paid in<br />
Percentage<br />
of voting<br />
rights<br />
acquired<br />
<strong>Falck</strong> TravelCare, travel assistance Feb <strong>2009</strong> 5 Cash 100.0%<br />
<strong>Falck</strong> OY, assistance business Jun <strong>2009</strong> 12 Cash 30.0%<br />
<strong>Falck</strong> AVD, fire training and consulting Jun <strong>2009</strong> 53 Cash 49.0%<br />
<strong>Falck</strong> Prime Atlantic, training Oct <strong>2009</strong> 25 Cash 51.0%<br />
Pleje og Omsorg, staffing Oct <strong>2009</strong> 32 Cash 100.0%<br />
Dansk HjemmePlejeService, healthcare Dec <strong>2009</strong> 30 Cash 100.0%<br />
Other acquisitions of companies and operations 4 Cash<br />
Total acquisitions <strong>2009</strong> 161<br />
Profit of acquired companies after date of acquisition 0<br />
Full-year revenue including acquisitions 7,765<br />
Full-year profit including acquisitions 431<br />
acquisitions 2008<br />
month of<br />
acquisition cost price<br />
consideration<br />
paid in<br />
Percentage<br />
of voting<br />
rights<br />
acquired<br />
Onsite, training Jan 2008 48 Cash 100.0%<br />
Ulfabgruppen, ambulance service provider Oct 2008 111 Cash 100.0%<br />
Alford Services, training Nov 2008 255 Cash 80.0%<br />
<strong>Falck</strong> Záchranná, rescue service provider Dec 2008 27 Cash 49.1%<br />
Other acquisitions of companies and operations 4 Cash<br />
Total acquisitions 2008 445<br />
Profit of acquired companies after date of acquisition 8<br />
Full-year revenue including acquisitions 7,193<br />
Full-year profit including acquisitions 300<br />
92 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
29 dIvesTmeNTs oF suBsIdIarIes aNd oPer aTIoNs<br />
divestments<br />
assets<br />
Other current assets 2 -<br />
Cash and cash equivalents 2 -<br />
equity and liabilities<br />
Current debt, provisions, etc. (1) -<br />
Net assets divested 3 -<br />
Disposals of goodwill 1 -<br />
consideration received 4 -<br />
Adjustment for divested cash and cash equivalents (2) -<br />
Consideration receivable (12) -<br />
Divestment of investments in Group enterprises 23 -<br />
divestment of Group enterprises 13 -<br />
Divestments in <strong>2009</strong> comprised Tesia in Sweden, RISC Fire & Safety Services in the Netherlands, and<br />
minority interests in <strong>Falck</strong> Emergency in Slovakia, MSTS Asia in Malaysia, <strong>Falck</strong> Aktiv Arbetsmedicin in<br />
Sweden and <strong>Falck</strong> Hjemmepleje in Denmark.<br />
30 dIvIdeNds PaId<br />
Dividend to minority interests (10) (13)<br />
Total dividends paid (10) (13)<br />
31 oTHer movemeNTs rel aTING To sHareHolders<br />
Capital increase 39 12<br />
Acquisition of treasury shares (5) (3)<br />
Payment for change of warrant terms 1 -<br />
Total other movements relating to shareholders 35 9<br />
32 casH aNd securITIes<br />
Cash 538 356<br />
Securities 145 92<br />
Total cash and securities 683 448<br />
DKK 58 million (2008: DKK 38 million) of the Group’s cash and cash equivalents is held in a Swedish subsidiary which is subject to<br />
Swedish insurance regulations and therefore subject to solvency requirements.<br />
www.falck.com<br />
93
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
33 coNTINGeNT lIaBIlITIes, coNTracTual oBlIGaTIoNs aNd collaTeral securITIes<br />
contingent liabilities<br />
Other guarantee commitments 15 6<br />
Total guarantee commitments 15 6<br />
The <strong>Falck</strong> Group is a party to certain litigation and claims. Management believes that rulings in this respect<br />
will not have a material impact on the Group’s financial position.<br />
<strong>Falck</strong> Holding A/S is jointly and severally liable for the Group’s overall VAT liability together with other<br />
jointly registered Danish enterprises.<br />
The Group has issued performance bonds to a certain extent in connection with a number of contracts,<br />
including performance bonds for a total of DKK 240 million provided in connection with ambulance<br />
contracts in Denmark.<br />
As part of the Group’s activities, usual supplier agreements have been entered into, and certain declarations<br />
of intent have been issued.<br />
In connection with the divestment of companies and operations, usual representations and warranties<br />
are made. There are currently no outstanding claims which are not sufficiently recognised in the balance<br />
sheet.<br />
contractual obligations<br />
minimum lease payments for operating lease commitments:<br />
Due within 1 year 221 221<br />
Due between 1 and 5 years 586 585<br />
Due after 5 years 643 614<br />
operating lease commitments at 31 december 1,450 1,420<br />
Net present value of lease commitments 1,361 1,222<br />
The present value has been calculated on the basis of current market interest rates<br />
in the individual countries.<br />
Recognised lease payments 175 160<br />
The operating lease commitments concern leases for vehicles and buildings. The leasing period for vehicles<br />
is normally between 4 and 9 years.<br />
None of the leases include material contingent lease payments, whereas <strong>Falck</strong> has rights of first refusal<br />
to buy a number of buildings at a preset value. At the end of the year, <strong>Falck</strong> notified the owner that it<br />
intends to exercise one of these rights of first refusal in 2010. The value for the purchase of that property<br />
is DKK 22 million.<br />
collateral securities<br />
The shares in the subsidiary <strong>Falck</strong> Danmark A/S have been provided as collateral for debt<br />
in <strong>Falck</strong> Holding A/S.<br />
The carrying amount of the Group’s properties that have been mortgaged in security of loans 552 569<br />
Bearer mortgages issued and used as collateral for credits 388 391<br />
Unused bearer mortgages 16 16<br />
See the section on liquidity risks for the conditions applicable to mortgaged assets.<br />
94 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note<br />
34 FINaNcIal INsTrumeNTs<br />
Financial risks<br />
As a consequence of its operations, investments and financing, the Group is exposed to a number of financial risks, including market<br />
risk (foreign exchange and interest rate risk), credit risk and liquidity risk.<br />
Group policy is not to actively speculate in financial risks. Accordingly, the Group’s financial management exclusively involves the management<br />
and mitigation of financial risks that arise as a direct consequence of the Group’s operations, investments and financing.<br />
There were no changes in the Group’s risk exposure or risk management as compared with 2008.<br />
Foreign exchange risk<br />
The Group’s foreign subsidiaries are not severely exposed to exchange rate fluctuations, as both revenue and most costs of the<br />
individual subsidiaries are denominated in the same currencies. The main exchange rate exposure faced by the Group relates to the<br />
translation of the financial results and equity of foreign subsidiaries into Danish kroner.<br />
The Group regularly assesses its foreign exchange risks in order to determine whether the exposure should be hedged by same-<br />
currency loans or forward exchange contracts. The forward exchange contracts stated below were entered into with a view to reducing<br />
the Group’s foreign exchange risks in respect of the translation risk for investments in subsidiaries. See the section below regarding<br />
hedging.<br />
65% of the Group’s revenue and earnings is denominated in Danish kroner (DKK) (2008: 68%). Other currencies that account for more<br />
than 5% of revenue or earnings are Norwegian kroner (NOK), euros (EUR) and Swedish kroner (SEK).<br />
The income statement is affected to a minor extent by changes in exchange rates, as the profit of foreign subsidiaries is translated into<br />
Danish kroner using average exchange rates.<br />
Foreign exchange risk <strong>2009</strong> 2008<br />
The hypothetical impact on the profit<br />
for the year and the Group's equity<br />
from reasonably probable changes in<br />
exchange rates:<br />
Probable<br />
change in<br />
exchange<br />
rate<br />
Hypothetical<br />
impact<br />
on profit for<br />
the year<br />
Hypothetical<br />
impact on<br />
equity<br />
Probable<br />
change in<br />
exchange<br />
rate<br />
Hypothetical<br />
impact<br />
on profit for<br />
the year<br />
Hypothetical<br />
impact on<br />
equity<br />
EUR/DKK 1% 10 10 1% 12 12<br />
USD/DKK 10% - 25 10% - 28<br />
NOK/DKK 5% - 3 5% - 3<br />
GBP/DKK 5% - 2 5% - 2<br />
PLN/DKK 10% - 5 10% - 4<br />
SEK/DKK 5% - 6 5% - 6<br />
Assumptions regarding sensitivity information<br />
The sensitivities related to financial instruments have been determined on the basis of the financial instruments recognised at 31<br />
December. The sensitivities stated have been determined on the basis of an assumption that sales, price level and interest rate level are<br />
unchanged. The foreign exchange risk stated above thus does not take into account the translation risk on the translation into DKK of<br />
the profit and equity of foreign subsidiaries.<br />
www.falck.com<br />
95
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note<br />
34 FINaNcIal INsTrumeNTs (coNTINued)<br />
Interest rate risk<br />
The Group’s interest rate risk is mainly affected by the Group’s overall financing. Based on the current market situation, the Group’s Executive<br />
Management Board and Board of Directors have resolved that the financing is to be based on short-term interest rates. The Group<br />
is therefore sensitive to fluctuations in market interest rates, and a fluctuation by 1% would change the interest expense for the year by<br />
DKK 10 million as the market rate for the current year is below the floor of interest rate collars. Without an interest rate collar, a fluctuation<br />
by 1% would change the Group’s interest expense by DKK 29 million.<br />
In order to hedge interest rate risk, the Group has entered into an interest rate collar which hedges a substantial part of the increased interest<br />
exposure if market interest rates exceed 5.5%.<br />
The Group monitors developments in market interest rates closely so that it can react if the market situation changes.<br />
Assumptions regarding sensitivity information:<br />
The sensitivity stated has been determined based on the recognised financial assets and liabilities as at 31 December <strong>2009</strong>. No adjustment<br />
has been made for servicing and raising of debt, or the like in <strong>2009</strong>. Furthermore, it is assumed that all hedges of floating-rate<br />
loans are deemed to be effective.<br />
credit risk<br />
The Group’s credit risk primarily concerns primary financial assets. Credit risk related to financial assets equals the values recognised in<br />
the balance sheet.<br />
The Group is not exposed to significant risks concerning individual customers or business partners. When entering into significant contracts,<br />
the Group makes a credit assessment of the customer in order to reduce the potential credit risk. The Group’s credit exposure to<br />
large customers is generally considered to be low as the Group’s large customers are typically public authorities.<br />
Subscription sales to private and corporate customers are not deemed to involve material risks to the Group as the amounts are small for<br />
the individual subscriptions, and general as well as individual provisions are made for anticipated bad debts. As at 31 December <strong>2009</strong>, receivables<br />
from such subscription sales were in the region of DKK 45 million (2008: DKK 70 million).<br />
liquidity risk<br />
The Group’s liquidity risk primarily concerns its ability to meet its obligations to pay its employees and creditors and to service its debts.<br />
See note 24 for a breakdown of maturities of liabilities to credit institutions. In addition to its recognised liabilities, the Group also has the<br />
option to draw on short-term credits.<br />
The Group continuously monitors its free cash flow in order to assess its liquidity risks.<br />
At year-end <strong>2009</strong>, the Group’s unused credit facilities were in the region of DKK 542 million (2008: DKK 255 million).<br />
With the addition of available cash and cash equivalents of DKK 625 million (2008: DKK 410 million), total cash resources were in the region<br />
of DKK 1,167 million (2008: DKK 665 million).<br />
Certain of the Group’s loans, including the debt of <strong>Falck</strong> Holding A/S, are subject to certain loan covenants, and the Group continuously<br />
monitors whether the covenants are observed.<br />
Derivative financial instruments recognised in the balance sheet are stated at a value equivalent to the market value.<br />
96 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note<br />
34 FINaNcIal INsTrumeNTs (coNTINued)<br />
maturity analysis of financial assets and liabilities<br />
Assumptions applied in the maturity analysis:<br />
The maturity analysis is based on all undiscounted cash flows, including estimated interest payments. Interest payments are estimated<br />
based on the current market conditions.<br />
The undiscounted cash flows from derivative financial instruments are presented gross, unless the parties have a contractual right/obligation<br />
to settle net.<br />
contractual cash flows including interest <strong>2009</strong><br />
due<br />
within<br />
one year<br />
due<br />
between<br />
1 and 3<br />
year<br />
due<br />
between<br />
3 and 5<br />
years<br />
due after<br />
5 years<br />
contractual<br />
cash<br />
flows<br />
Total<br />
carrying<br />
amount<br />
market<br />
value<br />
Financial assets:<br />
Trade receivables 741 - - - 741 741 741<br />
Other receivables 154 - - - 154 154 154<br />
Cash and cash equivalents 538 - - - 538 538 538<br />
loans and receivables 1,433 - - - 1,433 1,433 1,433<br />
Securities 145 - - - 145 145 145<br />
available-for-sale financial assets 145 - - - 145 145 145<br />
Total financial assets 1,578 - - - 1,578 1,578 1,578<br />
Financial liabilities:<br />
Credit institutions 351 794 1,925 509 3,579 3,260 3,189<br />
Provisions 10 121 78 77 286 286 286<br />
Trade payables 400 - - - 400 400 400<br />
Other payables 814 - - - 814 814 814<br />
Financial liabilities measured at amortised cost 1,575 915 2,003 586 5,079 4,760 4,689<br />
Derivative financial instruments to hedge<br />
future cash flows 39 29 - - 68 66 66<br />
Derivative financial instruments to hedge<br />
net investments in foreign enterprises 4 - - - 4 4 4<br />
Financial liabilities used as hedging instruments 43 29 - - 72 70 70<br />
Total financial liabilities 1,618 944 2,003 586 5,151 4,830 4,759<br />
www.falck.com<br />
97
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note<br />
34 FINaNcIal INsTrumeNTs (coNTINued)<br />
contractual cash flows including interest 2008<br />
due<br />
within<br />
one year<br />
due<br />
between<br />
1 and 3<br />
year<br />
due<br />
between<br />
3 and 5<br />
years<br />
due after<br />
5 years<br />
contractual<br />
cash<br />
flows<br />
Total<br />
carrying<br />
amount<br />
market<br />
value<br />
Financial assets:<br />
Trade receivables 609 - - - 609 609 609<br />
Other receivables 143 - - - 143 143 143<br />
Cash and cash equivalents 356 - - - 356 356 356<br />
loans and receivables 1,108 - - - 1,108 1,108 1,108<br />
Securities 92 - - - 92 92 92<br />
available-for-sale financial assets 92 - - - 92 92 92<br />
Derivative financial instruments to hedge net<br />
investments in foreign enterprises 56 - - - 56 56 56<br />
Financial assets used as hedging instruments 56 - - - 56 56 56<br />
Total financial assets 1,256 - - - 1,256 1,256 1,256<br />
Financial liabilities:<br />
Credit institutions 738 902 2,389 535 4,564 3,825 3,704<br />
Provisions 29 94 117 - 240 240 240<br />
Trade payables 308 - - - 308 308 308<br />
Other payables 610 - - - 610 610 610<br />
Financial liabilities measured at amortised cost 1,685 996 2,506 535 5,722 4,983 4,862<br />
Derivative financial instruments to hedge<br />
future cash flows 19 20 - - 39 39 39<br />
Financial liabilities used as hedging instruments 19 20 - - 39 39 39<br />
Total financial liabilities 1,704 1,016 2,506 535 5,761 5,022 4,901<br />
98 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note<br />
34 FINaNcIal INsTrumeNTs (coNTINued)<br />
Hedging and derivative financial instruments<br />
The Group uses forward exchange contracts to hedge its risks related to exchange rates.<br />
The fair value of the effective part of the outstanding foreign exchange contracts as at 31 December used as hedging instruments and<br />
qualifying for hedge accounting in respect of future transactions has been recognised directly in equity until the hedged transactions<br />
are recognised in the income statement.<br />
Foreign currency sold on forward contracts:<br />
contract<br />
value<br />
<strong>2009</strong> 2008<br />
market<br />
value<br />
contract<br />
value<br />
market<br />
value<br />
NOK (expires in 2010) 67 (1) 57 7<br />
GBP (expires in 2010) 39 - 34 5<br />
PLN (expires in 2010) 47 (2) 39 5<br />
SEK (expires in 2010) 126 (1) 119 8<br />
USD (expires in <strong>2009</strong>) - - 279 31<br />
Total 279 (4) 528 56<br />
Of which recognised in income statement - -<br />
For future recognition (4) 56<br />
The market value is recognised in other receivables/other payables.<br />
All contracts expire in 2010, and as they hedge net investments<br />
abroad, they do not affect the income statement.<br />
option to buy foreign currency:<br />
contract<br />
value<br />
market<br />
value<br />
contract<br />
value<br />
market<br />
value<br />
EUR (expires in <strong>2009</strong>) - - 541 -<br />
Of which recognised in income statement - -<br />
For future recognition - -<br />
Interest rate collar:<br />
Hedged<br />
value<br />
market<br />
value<br />
Hedged<br />
value<br />
market<br />
value<br />
DKK collar (floor 3.25% / cap 5.5%) expires in 2013 960 (25) 1,059 (16)<br />
EUR collar (floor 3.25% / cap 5.5%) expires i 2013 960 (41) 1,059 (23)<br />
Total (66) (39)<br />
Of which recognised in income statement - -<br />
For future recognition (66) (39)<br />
The market value is recognised in other payables.<br />
Both the DKK collar and the EUR collar expire in 2013 and are recognised through the income statement towards expiry. See the maturity<br />
analysis of financial assets and liabilities.<br />
www.falck.com<br />
99
G R O U P<br />
Notes to the Group financial statements (DKK million)<br />
Note<br />
34 FINaNcIal INsTrumeNTs (coNTINued)<br />
methods and assumptions for the determination of fair values<br />
The portfolio of listed securities is valued at officially quoted prices or price quotes.<br />
The fair value of mortgage debt is valued on the basis of the fair value of the underlying bonds.<br />
The fair value of credit institution is valued by discounting based on market expectations.<br />
Forward exchange contracts and interest rate swaps are valued using generally accepted valuation techniques based on relevant observable<br />
swap curves and exchange rates.<br />
Fair value hierarchy for financial instruments measured at fair value in the balance sheet<br />
<strong>2009</strong><br />
Quoted<br />
market prices<br />
(level 1)<br />
observable<br />
input<br />
(level 2)<br />
Non-<br />
observable<br />
input<br />
(level 3) Total<br />
Financial assets<br />
Securities 145 - - 145<br />
Total financial assets 145 - - 145<br />
Financial liabilities<br />
Derivative financial instruments to hedge future cash flows - 66 - 66<br />
Derivative financial instruments to hedge net investments<br />
in foreign enterprises - 4 - 4<br />
Total financial liabilities - 70 - 70<br />
2008<br />
Quoted<br />
market prices<br />
(level 1)<br />
observable<br />
input<br />
(level 2)<br />
Non-<br />
observable<br />
input<br />
(level 3) Total<br />
Financial assets<br />
Securities 92 - - 92<br />
Derivative financial instruments to hedge net investments<br />
in foreign enterprises - 56 - 56<br />
Total financial assets 92 56 - 148<br />
Financial liabilities<br />
Derivative financial instruments to hedge future cash flows - 39 - 39<br />
Total financial liabilities - 39 - 39<br />
100 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the Group financial statements (DKK million)<br />
Note <strong>2009</strong> 2008<br />
35 rel aTed ParTIes<br />
The Group’s related parties are the members of <strong>Falck</strong> L.P, the Board of Directors and the Executive<br />
Management Board as well as their family members. Related parties also comprise companies in which<br />
the individuals mentioned above have material interests.<br />
The company's shareholders who each hold more than 5% of the shares are:<br />
<strong>Falck</strong> L.P., Jersey 71.9% 74.0%<br />
ATP PEP 1 K/S, Copenhagen 10.5% 10.8%<br />
Related parties also comprise Group companies and associates in which the company has a controlling or<br />
significant influence, as well as the members of the Boards of Directors, Executive Management Boards<br />
and senior management of those companies. Related parties also comprise companies in which the individuals<br />
mentioned above have material interests.<br />
The Company has only to a limited extent traded with related parties. Transactions with related parties<br />
have taken place on market terms.<br />
Transactions with Group companies have comprised the following:<br />
Purchase of services from associated companies 19 15<br />
Payment received for change of warrant terms 1 -<br />
Capital increase, members of the Board of Directors 39 -<br />
Purchase of treasury shares 5 3<br />
Transactions with Group companies have been eliminated in the consolidated financial statements in<br />
accordance with the accounting policies.<br />
No transactions have taken place during the year with members of the Board of Directors, the Executive<br />
Management Board, senior management or significant shareholders, other than those mentioned<br />
above and the remuneration disclosed in note 6.<br />
36 NeW FINaNcIal rePorTING reGul aTIoNs<br />
The IasB has issued the following financial reporting standards (Ias and IFrs) and interpretations (IFrIc), which are not mandatory<br />
for the Group in the preparation of the annual report for <strong>2009</strong>:<br />
IFRS 3 Business Combinations (revised 2008)<br />
IAS 27 Consolidated and Separate Financial Statements (amended 2008)<br />
Amendments to IAS 39 – Eligible Hedged Items<br />
IFRIC 17 Distributions of Non-cash Assets to Owners<br />
Amendments to IFRS 5 Non-current Assets Held for Sale<br />
Discontinued Operations Amendments to IFRS 2 Share-based Payment -Group Cash-settled Share-based Payment Transactions<br />
Amendment to IAS 32 Financial Instruments: Presentation – Classification of Rights Issues<br />
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments<br />
IAS 24 Related Party Disclosures (revised <strong>2009</strong>)<br />
Amendments to IFRIC 14 IAS 19 – The Limit on a Defined Benefit Assets, Minimum Funding Requirements and their Interaction<br />
The Group expects to implement the new financial reporting standards and interpretations when they become mandatory in 2010 and<br />
2011 respectively. Except as set out below, none of the new standards or interpretations are expected to have a material impact on the<br />
financial reporting of the <strong>Falck</strong> Group or <strong>Falck</strong> Holding A/S.<br />
IFRS 3 (revised in 2007) – Business Combinations – (and the concurrent revision of IAS 27, Consolidation) come into force for financial<br />
years beginning on or after 1 July <strong>2009</strong>. The Group expects to use the option of recognising goodwill relating to any minority shareholders’<br />
interests in companies acquired and expects that a number of the technical adjustments to the purchase method under IFRS 3<br />
will only have a minor impact on the financial reporting.<br />
www.falck.com<br />
101
G R O U P<br />
102 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Contents of the<br />
parent company<br />
financial statements<br />
Financial statements<br />
Income statement 104<br />
Statement of recognised income<br />
and expense 105<br />
Balance sheet 106<br />
Equity statement 108<br />
Cash flow statement 109<br />
Notes to the financial statements<br />
1. Accounting policies 110<br />
Notes to the income statement<br />
2. Other operating income 110<br />
3. Staff costs 110<br />
4. Fees to auditors appointed<br />
at the annual general meeting 110<br />
5. Financial income 110<br />
6. Financial expenses 111<br />
7. Income taxes 111<br />
Notes to the balance sheet<br />
8. Investments in subsidiaries 111<br />
9. Share capital and treasury shares 112<br />
10. Deferred tax 112<br />
11. Credit institutions 113<br />
12. Other payables 113<br />
Notes to the cash flow statement<br />
13. Net financials 113<br />
14. Other movements relating to shareholders 114<br />
Supplementary notes<br />
15. Contingent liabilities, contractual obligations<br />
and collateral securities 114<br />
16. Financial instruments 114<br />
17. Related parties 117<br />
18. New financial reporting regulations 117<br />
www.falck.com<br />
103
P A R E N T C O M P A N Y<br />
Income statement (DKK million)<br />
For the year ended 31 December<br />
Note <strong>2009</strong> 2008<br />
2 Other operating income 7 7<br />
ToTal reveNue 7 7<br />
4 Other external costs (7) (3)<br />
3 Staff costs (9) (9)<br />
ToTal cosTs (16) (12)<br />
loss BeFore FINaNcIals (9) (5)<br />
Dividend from Group companies 250 150<br />
5 Financial income 23 28<br />
6 Financial expenses (115) (156)<br />
ProFIT BeFore Ta X 149 17<br />
7 Income taxes 26 33<br />
ProFIT For THe Year 175 50<br />
ProPosed ProFIT allocaTIoN<br />
Proposed dividend - -<br />
Retained earnings 175 50<br />
ToTal 175 50<br />
dIvIdeNd Per sHare<br />
Dividend per share - -<br />
104 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Statement of recognised income and expense (DKK million)<br />
For the year ended 31 December<br />
Note <strong>2009</strong> 2008<br />
Value adjustment of interest hedging instruments (27) (35)<br />
Tax on value adjustment of interest hedging instruments 7 9<br />
Net income recognised directly in equity (20) (26)<br />
Profit for the year 175 50<br />
ToTal recoGNIsed INcome aNd eXPeNse 155 24<br />
www.falck.com<br />
105
P A R E N T C O M P A N Y<br />
Balance sheet (DKK million)<br />
As at 31 December<br />
Note <strong>2009</strong> 2008<br />
Assets<br />
8 Investments in subsidiaries 3,249 3,249<br />
Receivables from Group companies 172 173<br />
ToTal FINaNcIal asseTs 3,421 3,422<br />
ToTal NoN- curreNT asseTs 3,421 3,422<br />
Receivables from Group companies 471 505<br />
Income taxes 2 8<br />
receivables 473 513<br />
Cash and cash equivalents 1 -<br />
ToTal curreNT asseTs 474 513<br />
ToTal asseTs 3,895 3,935<br />
106 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Balance sheet (DKK million)<br />
As at 31 December<br />
Note <strong>2009</strong> 2008<br />
Equity and liabilities<br />
9 Share capital 46 45<br />
9 Reserve for treasury shares (8) (3)<br />
Hedging reserve (49) (29)<br />
Retained earnings 967 753<br />
ToTal eQuIT Y 956 766<br />
10 Deferred tax 45 53<br />
11 Credit institutions 2,522 2,792<br />
Payables to Group companies 41 40<br />
ToTal NoN- curreNT deBT 2,608 2,885<br />
11 Credit institutions 265 245<br />
12 Other payables 66 39<br />
ToTal curreNT deBT 331 284<br />
ToTal eQuIT Y aNd lIaBIlITIes 3,895 3,935<br />
www.falck.com<br />
107
P A R E N T C O M P A N Y<br />
Equity statement (DKK million)<br />
<strong>2009</strong> share capital<br />
reserve for<br />
treasury<br />
shares<br />
Hedging<br />
reserve<br />
retained<br />
earnings Total<br />
equity at 1 January <strong>2009</strong> 45 (3) (29) 753 766<br />
equity movements in <strong>2009</strong><br />
Value adjustment of hedging instruments (27) (27)<br />
Tax on equity movements 7 7<br />
Net gains recognised directly in equity - - (20) - (20)<br />
Profit for the year 175 175<br />
Total recognised income and expense - - (20) 175 155<br />
Capital increase 1 38 39<br />
Acquisitions of treasury shares (5) (5)<br />
Payment for change of warrant terms 1 1<br />
Total equity movements in <strong>2009</strong> 1 (5) (20) 214 190<br />
eQuIT Y aT 31 decemBer <strong>2009</strong> 46 (8) (49) 967 956<br />
2008 share capital<br />
reserve for<br />
treasury<br />
shares<br />
Hedging<br />
reserve<br />
retained<br />
earnings Total<br />
equity at 1 January 2008 45 - (3) 691 733<br />
equity movements in 2008<br />
Value adjustment of hedging instruments (35) (35)<br />
Tax on equity movements 9 9<br />
Net gains recognised directly in equity - (26) - (26)<br />
Profit for the year 50 50<br />
Total recognised income and expense - (26) 50 24<br />
Capital increase 0 12 12<br />
Acquisitions of treasury shares (3) (3)<br />
Total equity movements in 2008 0 (3) (26) 62 33<br />
eQuIT Y aT 31 decemBer 2008 45 (3) (29) 753 766<br />
108 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Cash flow statement (DKK million)<br />
For the year ended 31 December<br />
Note <strong>2009</strong> 2008<br />
Total revenue 7 7<br />
Total costs (16) (12)<br />
cash flow from operating activities before exceptional items, financials and tax (9) (5)<br />
Exceptional items 42 42<br />
13 Net financials (92) (128)<br />
7 Income taxes paid 31 22<br />
casH FloW From oPer aTING acTIvITIes (28) (69)<br />
Dividends received from Group companies 250 150<br />
14 Other movements relating to shareholders 35 9<br />
Changes in outstanding balances with Group companies (6) (324)<br />
Interest-bearing debt raised - 392<br />
Repayment of and change in interest-bearing debt (250) (200)<br />
casH FloW From FINaNcING acTIvITIes 29 27<br />
change in cash and cash equivalents 1 (42)<br />
Cash and cash equivalents at beginning of year - 42<br />
casH aNd casH eQuIvaleNTs aT Year-eNd 1 -<br />
www.falck.com<br />
109
P A R E N T C O M P A N Y<br />
Notes to the parent company financial statements<br />
(DKK million)<br />
Note <strong>2009</strong> 2008<br />
1 accouNTING PolIcIes<br />
See note 1 to the consolidated financial statements for a description.<br />
<strong>Falck</strong> Holding A/S and <strong>Falck</strong> A/S were merged effective 1 January <strong>2009</strong>.<br />
The comparative figures for 2008 have been restated to reflect the merger.<br />
2 oTHer oPer aTING INcome<br />
Management fees from Group companies 7 7<br />
Total other operating income 7 7<br />
3 sTaFF cosTs<br />
Remuneration to the Executive Management Board (8) (8)<br />
Remuneration to the Board of Directors (1) (1)<br />
Total staff costs (9) (9)<br />
Number of full-time employees 2 2<br />
Remuneration to the Executive Management Board includes pension contributions of 1 1<br />
The rate of increase in remuneration to the Executive Management Board excluding bonus was 0% in<br />
<strong>2009</strong> (2008: 4.0%)<br />
The service contracts for the members of the Executive Management Board include severance periods<br />
which, in the case of resignation by an executive, are 9-12 months and, in the case of termination by the<br />
Company, are 18-24 months.<br />
Warrant programme<br />
Number of warrants at 1 January 4,443,120 4,443,120<br />
Warrants at 31 december 4,443,120 4,443,120<br />
Each warrant entitles the holder to subscribe one share with a nominal value of DKK 0.50 at DKK 2.10<br />
per share. The subscription price is increased by 40% per year and was DKK 11.38 per share as at 31<br />
December <strong>2009</strong>. From 1 July 2011, the annual rate of increase will be 8%. The warrants issued were<br />
acquired by the members of the Executive Management Board at market value and no conditions were<br />
attached to the acquisition.<br />
The warrants issued may be exercised in the period until 31 December 2011 in connection with a potential<br />
IPO, or if a third party obtains a controlling interest in <strong>Falck</strong> Holding A/S or a directly owned subsidiary.<br />
After that, the warrants issued may be exercised if none of the situations mentioned above have occurred.<br />
4 Fees To audITors aPPoINTed aT THe aNNual GeNer al meeTING<br />
KPmG:<br />
Audit (1) (1)<br />
Total fees (1) (1)<br />
5 FINaNcIal INcome<br />
Foreign exchange gains 1 -<br />
Interest from cash - 1<br />
Interest from Group companies 22 27<br />
Total financial income 23 28<br />
110 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the parent company financial statements<br />
(DKK million)<br />
Note <strong>2009</strong> 2008<br />
6 FINaNcIal eXPeNses<br />
Interest to credit institutions (115) (156)<br />
Total financial expenses (115) (156)<br />
7 INcome Ta Xes<br />
Current tax 14 18<br />
Change in deferred tax for the year 11 15<br />
Prior-year adjustments 1 -<br />
Total income taxes 26 33<br />
Tax on movements in equity 7 9<br />
Tax for the year 33 42<br />
Income taxes received during the year 31 22<br />
Breakdown of tax rate:<br />
Current tax 33 42<br />
Profit before tax 149 17<br />
Dividends from Group companies (250) (150)<br />
Tax base for current tax (101) (133)<br />
effective tax rate 25.3% 24.8%<br />
reconciliation of tax rate:<br />
danish tax rate 25.0% 25.0%<br />
Non-deductible costs/(tax-exempt income) 0.3% (0.2%)<br />
effective tax rate 25.3% 24.8%<br />
8 INvesTmeNTs IN suBsIdIarIes<br />
Cost at 1 January 3,249 3,249<br />
cost at 31 december 3,249 3,249<br />
Share of valuation adjustments at 1 January - -<br />
share of valuation adjustments at 31 december - -<br />
carrying amount at 31 december 3,249 3,249<br />
See “Legal entities” for a list of companies.<br />
www.falck.com<br />
111
P A R E N T C O M P A N Y<br />
Notes to the parent company financial statements<br />
(DKK million)<br />
Note <strong>2009</strong> 2008<br />
9 sHare caPITal aNd TreasurY sHares<br />
movements in share capital in the past five financial years<br />
Share capital at 1 January - -<br />
Addition on capital increase in 2004 44 44<br />
Addition on capital increase in 2006 1 1<br />
Addition on capital increase in 2008 0 0<br />
Addition on capital increase in <strong>2009</strong> 1 0<br />
share capital at 31 december 46 45<br />
The share capital is divided into 92,786,800 shares with a nominal value of DKK 0.50 each (2008: 90,223,797 shares).<br />
The shares are fully paid up and are not divided into classes.<br />
Number of shares Nominal value dKK thousand % of share capital<br />
Treasury shares <strong>2009</strong> 2008 <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
Treasury shares at 1 January 79,291 - 40 - 0.09 -<br />
Additions 178,928 79,291 89 40 0.20 0.09<br />
Disposals - - - - - -<br />
Treasury shares at 31 december 258,219 79,291 129 40 0.29 0.09<br />
All treasury shares are owned by <strong>Falck</strong> Holding A/S.<br />
The purchase price of treasury shares acquired during the financial year was DKK 5 million (2008: DKK 3 million).<br />
Treasury shares were primarily acquired due to buybacks from executives who have left the Group.<br />
10 deFerred Ta X<br />
<strong>2009</strong> 2008<br />
Deferred tax provisions at 1 January 53 68<br />
Change in deferred tax for the year (11) (15)<br />
Change in deferred tax for prior years 3 -<br />
deferred tax provisions at 31 december 45 53<br />
Deferred tax provision 45 53<br />
deferred tax provisions at 31 december 45 53<br />
Breakdown of deferred tax<br />
Intangible assets 42 52<br />
Current assets 4 2<br />
Non-current debt and provisions (1) (1)<br />
deferred tax provisions at 31 december 45 53<br />
112 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the parent company financial statements<br />
(DKK million)<br />
Note <strong>2009</strong> 2008<br />
11 credIT INsTITuTIoNs<br />
Non-current portion:<br />
Long-term loans 2,522 2,792<br />
current portion:<br />
Short-term loans 265 245<br />
Total credit institutions 2,787 3,037<br />
Breakdown by maturity:<br />
Due within 1 year 265 245<br />
Due between 1 and 3 years 640 565<br />
Due between 3 and 5 years 1,882 2,227<br />
Total 2,787 3,037<br />
Breakdown by currency:<br />
DKK 1,594 1,979<br />
EUR 956 1,058<br />
USD 237 -<br />
Total 2,787 3,037<br />
Interest reset periods:<br />
Within 3 months 2,787 3,037<br />
Total 2,787 3,037<br />
The statements set out above do not include liabilities relating to interest for subsequent financial periods.<br />
See note 34 for a description of the Group's risks and cash resources.<br />
The effective interest rate has been determined at 3.8% (2008: 5.0%).<br />
For debt with an interest reset period within 3 months, regular assessments are made of how long the<br />
interest period should be. As at the balance sheet date, the interest rate in DKK is fixed for one month<br />
and averages approximately 1.8%. As at the balance sheet date, the interest rate in EUR is fixed for one<br />
month and averages approximately 0.8%. As at the balance sheet date, the interest rate in USD is fixed<br />
for one month and averages approximately 0.6%.<br />
The market value of debt with an interest reset period within three months is approximately DKK<br />
2,700 million.<br />
12 oTHer PaYaBles<br />
Fair value of interest collar 66 39<br />
Total other payables 66 39<br />
13 NeT FINaNcIals<br />
Financial income and expenses (92) (128)<br />
Total net financials (92) (128)<br />
www.falck.com<br />
113
P A R E N T C O M P A N Y<br />
Notes to the parent company financial statements<br />
(DKK million)<br />
Note <strong>2009</strong> 2008<br />
14 oTHer movemeNTs rel aTING To sHareHolders<br />
Capital increase 39 12<br />
Acquisition of treasury shares (5) (3)<br />
Payment for change of warrant terms 1 0<br />
Total other movements relating to shareholders 35 9<br />
15 coNTINGeNT lIaBIlITIes, coNTracTual oBlIGaTIoNs aNd collaTeral securITIes<br />
<strong>Falck</strong> Holding A/S is jointly and severally liable for the Group’s overall VAT liability together with other jointly registered Danish enterprises.<br />
A portion of the Company’s cash is deposited in bank accounts which are included in a cashpool under which <strong>Falck</strong> Danmark A/S controls the<br />
principal facility account. The companies are jointly and severally liable with the total deposits on the said accounts vis-à-vis the bank in question.<br />
The shares in the subsidiary <strong>Falck</strong> Danmark A/S have been provided as collateral for debt in <strong>Falck</strong> Holding A/S.<br />
16 FINaNcIal INsTrumeNTs<br />
There were no changes in the risk exposure or risk management of <strong>Falck</strong> Holding A/S as compared with 2008. See also note 34 to the<br />
consolidated financial statements of the Group.<br />
Foreign exchange risk <strong>2009</strong> 2008<br />
The hypothetical impact on the profit<br />
for the year and the Group’s equity<br />
from reasonably probable changes in exchange<br />
rates:<br />
Probable<br />
change in<br />
exchange<br />
rate<br />
Hypothetical<br />
impact on<br />
profit for<br />
the year<br />
Hypothetical<br />
impact<br />
on equity<br />
Probable<br />
change in<br />
exchange<br />
rate<br />
Hypothetical<br />
impact on<br />
profit for<br />
the year<br />
Hypothetical<br />
impact<br />
on equity<br />
EUR/DKK 1% 10 10 1% 12 12<br />
Interest rate risk<br />
The company’s interest rate risk is mainly affected by the company’s overall financing. Based on the current market situation, the Executive<br />
Management Board and Board of Directors have resolved that the financing is to be based on short-term interest rates. The company is therefore<br />
sensitive to fluctuations in market interest rates, and a fluctuation by 1% would change the interest expense for the year by DKK 10 million<br />
as the market rate for the current year is below the floor of interest rate collars. Without an interest rate collar, a fluctuation by 1% would<br />
change the company’s interest expense by DKK 28 million.<br />
In order to hedge interest rate risk, the company has entered into an interest rate collar which hedges a substantial part of the increased interest<br />
exposure if market interest rates exceed 5.5%.<br />
The company monitors developments in market interest rates closely so that it can react if the market situation changes.<br />
Assumptions regarding sensitivity information:<br />
The sensitivity stated has been determined based on the recognised financial assets and liabilities as at 31 December <strong>2009</strong>. No adjustment<br />
has been made for servicing and raising of debt, or the like in <strong>2009</strong>. Furthermore, it is assumed that all hedges of floating-rate loans are<br />
deemed to be effective.<br />
maturity analysis of financial assets and liabilities<br />
Assumptions applied in the maturity analysis:<br />
The maturity analysis is based on all undiscounted cash flows including estimated interest payments. Interest payments have been estimated<br />
based on the current market conditions.<br />
The undiscounted cash flows from derivative financial instruments are presented gross, unless the parties have a contractual right/obligation<br />
to settle net.<br />
114 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the parent company financial statements<br />
(DKK million)<br />
Note<br />
16 FINaNcIal INsTrumeNTs (coNTINued)<br />
contractual cash flows including interest <strong>2009</strong><br />
due<br />
witin<br />
one year<br />
due<br />
between<br />
1 and 3<br />
years<br />
due<br />
between<br />
3 and 5<br />
years<br />
due after<br />
5 years<br />
contractual<br />
cash<br />
flows<br />
Total<br />
carrying<br />
amount<br />
Financial assets:<br />
Cash 1 - - - 1 1 1<br />
loans and receivables 1 - - - 1 1 1<br />
Total financial assets 1 - - - 1 1 1<br />
Financial liabilities:<br />
Credit institutions 302 707 1,889 - 2,898 2,787 2,706<br />
Financial liabilities measured at amortised cost 302 707 1,889 - 2,898 2,787 2,706<br />
Derivative financial instruments to hedge<br />
future cash flows 39 29 - - 68 66 66<br />
Financial liabilities used as hedging instruments 39 29 - - 68 66 66<br />
Total financial liabilities 341 736 1,889 - 2,966 2,853 2,772<br />
contractual cash flows including interest 2008<br />
due<br />
witin<br />
one year<br />
due<br />
between<br />
1 and 3<br />
years<br />
due<br />
between<br />
3 and 5<br />
years<br />
due after<br />
5 years<br />
contractual<br />
cash<br />
flows<br />
Total<br />
carrying<br />
amount<br />
Financial assets:<br />
Cash - - - - - - -<br />
loans and receivables - - - - - - -<br />
Total financial assets - - - - - - -<br />
market<br />
value<br />
market<br />
value<br />
Financial liabilities:<br />
Credit institutions 389 808 2,352 - 3,549 3,037 2,920<br />
Financial liabilities measured at amortised cost 389 808 2,352 - 3,549 3,037 2,920<br />
Derivative financial instruments to hedge future cash<br />
flows 19 20 - - 39 39 39<br />
Financial liabilities used as hedging instruments 19 20 - - 39 39 39<br />
Total financial liabilities 408 828 2,352 - 3,588 3,076 2,959<br />
www.falck.com<br />
115
P A R E N T C O M P A N Y<br />
Notes to the parent company financial statements<br />
(DKK million)<br />
Note<br />
16 FINaNcIal INsTrumeNTs (coNTINued)<br />
<strong>2009</strong> 2008<br />
Hedging and derivative financial instruments Hedged value market value Hedged value market value<br />
DKK collar (floor 3.25% / cap 5.5%) expires in 2013 960 (25) 1,059 (16)<br />
EUR collar (floor 3.25% / cap 5.5%) expires in 2013 960 (41) 1,059 (23)<br />
Total (66) (39)<br />
Of which recognised in income statement - -<br />
For future recognition (66) (39)<br />
The market value is recognised in other payables.<br />
Both the DKK collar and the EUR collar expire in 2013 and are recognised through the income statement towards expiry. See the maturity<br />
analysis of financial assets and liabilities.<br />
methods and assumptions for the determination of fair values<br />
Interest rate swaps are valued using generally accepted valuation techniques based on relevant observable swap curves.<br />
Fair value hierarchy for financial instruments measured at fair value in the balance sheet<br />
<strong>2009</strong><br />
Quoted market<br />
prices<br />
(level 1)<br />
observable<br />
input<br />
(level 2)<br />
Non-observable<br />
input<br />
(level 3) Total<br />
Financial assets<br />
Derivative financial instruments to hedge future cash flows - - - -<br />
Total financial assets - - - -<br />
Financial liabilities<br />
Derivative financial instruments to hedge future cash flows - 66 - 66<br />
Total financial liabilities - 66 - 66<br />
2008<br />
Quoted market<br />
prices<br />
(level 1)<br />
observable<br />
input<br />
(level 2)<br />
Non-observable<br />
input<br />
(level 3) Total<br />
Financial assets<br />
Derivative financial instruments to hedge future cash flows - - - -<br />
Total financial assets - - - -<br />
Financial liabilities<br />
Derivative financial instruments to hedge future cash flows - 39 - 39<br />
Total financial liabilities - 39 - 39<br />
116 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Notes to the parent company financial statements<br />
(DKK million)<br />
Note <strong>2009</strong> 2008<br />
17 rel aTed ParTIes<br />
As a parent company, <strong>Falck</strong> holding A/S has a controlling interest in the Group.<br />
The Group’s related parties are the members of <strong>Falck</strong> L.P, the Board of Directors and the Executive<br />
Management Board as well as their family members. Related parties also comprise companies in which<br />
the individuals mentioned above have material interests.<br />
The company’s shareholders who each hold more than 5% of the shares are:<br />
<strong>Falck</strong> L.P., Jersey 71.9% 74.0%<br />
ATP PEP 1 K/S, Copenhagen 10.5% 10.8%<br />
Related parties also comprise Group companies and associates in which the company has a controlling<br />
or significant influence, as well as the members of the Boards of Directors, Executive Management<br />
Boards and senior management of those companies. Related parties also comprise companies in which<br />
the individuals mentioned above have material interests.<br />
The Company has only to a limited extent traded with related parties. Transactions with related parties<br />
have taken place on market terms.<br />
Transactions with Group companies have comprised the following:<br />
Group contributions, paid 3 3<br />
Group contributions, received 7 7<br />
Payment received for change of warrant terms 1 -<br />
Capital increase, members of the Board of Directors 39 -<br />
Purchase of treasury shares 5 3<br />
The parent company’s outstanding balances with Group companies are specified in the parent company’s<br />
financial statements.<br />
No transactions have taken place during the year with members of the Board of Directors, the Executive<br />
Management Board, senior management or significant shareholders, other than those mentioned above<br />
and the remuneration disclosed in note 3.<br />
18 NeW FINaNcIal rePorTING reGul aTIoNs<br />
See note 36 to the consolidated financial statements for a description.<br />
www.falck.com<br />
117
Board of Directors, Executive Management Board<br />
and auditors<br />
BOARD OF DIRECTORS OF FALCK HOLDING A/S<br />
lars Nørby Johansen, born 1949<br />
Chairman<br />
Member of the boards of directors of:<br />
• William Demant Holding A/S (chairman)<br />
• Georg Jensen A/S (chairman)<br />
• OMI People A/S (chairman)<br />
• Danmarks Vækstråd (chairman)<br />
• CAT Invest I A/S (chairman)<br />
• DONG Energy A/S (deputy chairman)<br />
• Index Award A/S<br />
• CAT Seed A/S and CAT Forsknings- og Teknologipark A/S<br />
• Rockwoolfonden (deputy chairman)<br />
• Codan A/S and Codan Forsikring A/S<br />
• Institut for selskabsledelse<br />
Johannes due, born 1949<br />
President and CEO of Sygeforsikringen danmark<br />
Member of the boards of directors of:<br />
• Forsikringsselskabernes Data Central (chairman)<br />
• Administrationsselskabet ”danmark” A/S (chairman)<br />
• Syddansk Universitet (chairman)<br />
• Forebyggelsesfonden (chairman)<br />
• Danske Universiteter (chairman)<br />
• Bikuben Fonden af 1989 (deputy chairman)<br />
• Det Nationale Fødevareforum<br />
• Forsikring & Pension<br />
• International Federation of Health Plans<br />
118 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
Kim Gulstad, born 1976<br />
Director in NC Advisory A/S, advisor to Nordic Capital Fund V<br />
Bo söderberg, born 1942<br />
Partner in Nordic Capital AB, advisor to Nordic Capital Fund V<br />
vagn Flink møller Pedersen, born 1957<br />
Rescue officer<br />
Elected by the employees<br />
Jan Heine lauvring, born 1953<br />
Rescue officer<br />
Elected by the employees<br />
ebbe vang, born 1951<br />
Rescue officer<br />
Elected by the employees
EXECUTIVE MANAGEMENT BOARD OF FALCK<br />
HOLDING A/S<br />
allan søgaard larsen, born 1956<br />
President and CEO of <strong>Falck</strong> Holding A/S<br />
Member of the boards of directors of:<br />
• PensionDanmark Holding A/S<br />
• The Central Board of the Confederation of Danish Industry<br />
morten r. Pedersen, born 1968<br />
Deputy CEO of <strong>Falck</strong> Holding A/S<br />
AUDITORS APPOINTED BY THE GENER AL MEETING<br />
KPMG<br />
Borups Allé 177<br />
DK- 2000 Frederiksberg<br />
Denmark<br />
v/Flemming Brokhattingen and Carsten Kjær<br />
State Authorised Public Accountants<br />
COMPANY INFORMATION<br />
<strong>Falck</strong> Holding A/S<br />
Polititorvet<br />
DK-1780 Copenhagen V<br />
Denmark<br />
Tel.: +45 7033 3311<br />
www.falck.com<br />
www.falck.dk<br />
CVR-nr. 28 10 13 76<br />
www.falck.com<br />
119
l E G A l E N T I T I E S I N T H E F A l C K G R O U P<br />
company name country equity interest<br />
<strong>Falck</strong> Danmark A/S Denmark 100.0%<br />
ActivCare A/S Denmark 100.0%<br />
ActivCare Privat A/S Denmark 100.0%<br />
Pleje og Omsorg A/S Denmark 100.0%<br />
Ulfab Danmark A/S Denmark 100.0%<br />
Vikteam A/S Denmark 80.0%<br />
<strong>Falck</strong> Hjælpemidler A/S Denmark 91.6%<br />
<strong>Falck</strong> JobService A/S Denmark 87.5%<br />
<strong>Falck</strong> India A/S Denmark 100.0%<br />
<strong>Falck</strong> Hjemmepleje A/S Denmark 80.0%<br />
<strong>Falck</strong> Norge Holding AS Norway 100.0%<br />
<strong>Falck</strong> Redning AS Norway 100.0%<br />
<strong>Falck</strong> Emergency AS Norway 100.0%<br />
<strong>Falck</strong> Norge Leasing AS Norway 100.0%<br />
<strong>Falck</strong> Health Care Norge AS Norway 100.0%<br />
<strong>Falck</strong> Nutec Holding A/S Denmark 98.2%<br />
120 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />
<strong>Falck</strong> Nutec Esbjerg A/S Denmark 100.0%<br />
<strong>Falck</strong> Nutec Management A/S Denmark 100.0%<br />
<strong>Falck</strong> Global Safety B.V. The Netherlands 100.0%<br />
<strong>Falck</strong> Nutec AS Norway 100.0%<br />
<strong>Falck</strong> Nutec Ltd. United Kingdom 100.0%<br />
Nutec Centre for Safety Ltd. 1) United Kingdom 100.0%<br />
<strong>Falck</strong> Onsite Limited United Kingdom 100.0%<br />
Onsite Training Services Limited. 1) United Kingdom 100.0%<br />
<strong>Falck</strong> Nutec Trinidad and Tobago Limited Trinidad & Tobago 80.0%<br />
Tripod Diagnostics International B.V. The Netherlands 55.0%<br />
Nutec UK Ltd. United Kingdom 100.0%<br />
Nutec Belgium Holding BVBA 1) Belgium 100.0%<br />
Nutec Belgium BVBA 1) Belgium 100.0%<br />
<strong>Falck</strong> Nutec B.V. The Netherlands 100.0%<br />
RISC Fire and Safety Services B.V. The Netherlands 100.0%<br />
Accentus B.V. The Netherlands 100.0%<br />
Marinesafety International Rotterdam B.V. The Netherlands 100.0%<br />
MSTS Asia Sdn. Bhd. Malaysia 70.0%<br />
Risktec (M) Sdn. Bhd. Malaysia 100.0%<br />
MSTS Asia (S’pore) Pte. Ltd. Singapore 100.0%<br />
<strong>Falck</strong> Bedrijfshulpverlening BV The Netherlands 100.0%<br />
<strong>Falck</strong> Prime Atlantic Limited Nigeria 51.0%<br />
<strong>Falck</strong> Nutec Brasil Participacoes Ltda Brazil 100.0%<br />
<strong>Falck</strong> Nutec Brasil Treinamentos em Segurança Marítima Ltda Brazil 100.0%<br />
Southfield Ltd Thailand 49.5%<br />
<strong>Falck</strong> Nutec (Thailand) Ltd Thailand 90.0%<br />
<strong>Falck</strong> Nutec Nigeria Limited Nigeria 100.0%
company name country equity interest<br />
<strong>Falck</strong> Danmark A/S Denmark 100.0%<br />
<strong>Falck</strong> Norge Holding AS Norway 100.0%<br />
<strong>Falck</strong> Nutec Holding A/S Denmark 98.2%<br />
<strong>Falck</strong> USA Holdings, Inc USA 100.0%<br />
<strong>Falck</strong> Alford Holdings, Inc USA 80.0%<br />
Alford Services, Inc USA 100.0%<br />
Hotwork I, L.L.C. USA 100.0%<br />
Alford Safety Services, Inc USA 100.0%<br />
Alford Safety & Compliance, L.L.C. USA 100.0%<br />
Haztec Services - West Indies, L.L.C. USA 100.0%<br />
Haztec Services St. Lucia Ltd St. Lucia 100.0%<br />
Haztec Services Trinidad Limited Trinidad & Tobago 100.0%<br />
<strong>Falck</strong> Alford International BV The Netherlands 100.0%<br />
<strong>Falck</strong> Alford Holding S.A. de C.V. Mexico 100.0%<br />
<strong>Falck</strong> Alford Training S.A.I.P. de C.V. Mexico 100.0%<br />
<strong>Falck</strong> Nutec Vietnam Limited Vietnam 80.0%<br />
<strong>Falck</strong> Safety Services LLC United Arab Emirates 49.0%<br />
<strong>Falck</strong> Investment Norge AS Norway 100.0%<br />
<strong>Falck</strong> Followit Norge AS Norway 100.0%<br />
VIFA AB Sweden 100.0%<br />
<strong>Falck</strong> Autoapu Oy Finland 100.0%<br />
<strong>Falck</strong> Sverige Holding AB Sweden 100.0%<br />
<strong>Falck</strong> Sverige Investment AB Sweden 100.0%<br />
<strong>Falck</strong> Räddningskär AB Sweden 100.0%<br />
<strong>Falck</strong> Forsäkrings AB Sweden 100.0%<br />
<strong>Falck</strong> TravelCare AB Sweden 100.0%<br />
<strong>Falck</strong> Ambulans AB Sweden 100.0%<br />
<strong>Falck</strong> Räddningstjänst AB Sweden 100.0%<br />
<strong>Falck</strong> Services AB Sweden 100.0%<br />
Svensk Sjöambulans AB 2) Sweden 50.0%<br />
Ulfab Sairaankuljetus OY Finland 100.0%<br />
<strong>Falck</strong> Health Care Sverige Holding AB Sweden 100.0%<br />
<strong>Falck</strong>AM Health Care AB Sweden 70.0%<br />
<strong>Falck</strong> Health Care AM A/S Denmark 100.0%<br />
<strong>Falck</strong> Aktiv Arbetsmedicin AB Sweden 98.0%<br />
<strong>Falck</strong> Healthcare AB Sweden 100.0%<br />
<strong>Falck</strong> Investments Finland Oy Ab Finland 100.0%<br />
<strong>Falck</strong> Finland Oy Finland 100.0%<br />
<strong>Falck</strong> Oy Finland 100.0%<br />
<strong>Falck</strong> Autoabi OÜ Estonia 90.0%<br />
<strong>Falck</strong> Benelux NV Belgium 60.0%<br />
Ambuce Rescue Team BVBA Belgium 100.0%<br />
Ambuce Limburg BVBA Belgium 100.0%<br />
MDV International BVBA Belgium 100.0%<br />
<strong>Falck</strong> Investments NV Belgium 92.5%<br />
<strong>Falck</strong> Medical Services LLC United Arab Emirates 49.0%<br />
<strong>Falck</strong> Foundation VZW Belgium 100.0%<br />
<strong>Falck</strong> Medycyna Sp.z o.o. Poland 100.0%<br />
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121
l E G A l E N T I T I E S I N T H E F A l C K G R O U P<br />
company name country equity interest<br />
<strong>Falck</strong> Danmark A/S Denmark 100.0%<br />
<strong>Falck</strong> SK a.s. Slovakia 92.5%<br />
<strong>Falck</strong> Emergency AS Slovakia 50.89%<br />
<strong>Falck</strong> Záchranná a.s. Slovakia 100.0%<br />
<strong>Falck</strong> Záchranná Academy s.r.o. Slovakia 100.0%<br />
<strong>Falck</strong> Fire Services a.s. Slovakia 100.0%<br />
<strong>Falck</strong> CZ a.s. Czech Republic 92.5%<br />
Lainsa Servicios Contra Incendios, S.A. Spain 51.0%<br />
<strong>Falck</strong> France SAS France 100.0%<br />
<strong>Falck</strong> AVD Holding B.V. The Netherlands 100.0%<br />
<strong>Falck</strong> AVD B.V. The Netherlands 80.0%<br />
Advisebureau van Dijke B.V. The Netherlands 100.0%<br />
AVD-ICT B.V. The Netherlands 100.0%<br />
Safety Center Holding B.V. The Netherlands 100.0%<br />
Safety Center Holland B.V. The Netherlands 100.0%<br />
Safety Center Zuid Holland B.V. The Netherlands 100.0%<br />
Safety Center Colleage c.v. The Netherlands 51.0%<br />
Safety Center Zuid Holland c.v. The Netherlands 49.0%<br />
MIT B.V. 2) The Netherlands 33.3%<br />
MIT Development B.V. 2) The Netherlands 33.3%<br />
Safe Building B.V. The Netherlands 100.0%<br />
Safety Center Team B.V. The Netherlands 100.0%<br />
AVD Consultancy N.V. Belgium 99.0%<br />
<strong>Falck</strong> Rettungsdienst GmbH Germany 100.0%<br />
<strong>Falck</strong> Österreich GmbH Austria 100.0%<br />
<strong>Falck</strong> Health Care Holding A/S Denmark 100.0%<br />
<strong>Falck</strong> Health Care A/S Denmark 100.0%<br />
Træningscenter Poppelgården A/S i likvidation Denmark 51.0%<br />
<strong>Falck</strong> Ambulans Yanginla Mücadele Yardim Saglik Güvenlik Egitim Ve Danismanlik<br />
Servisleri Limited Sti Turkey 95.0%<br />
<strong>Falck</strong> UK Limited United Kingdom 100.0%<br />
<strong>Falck</strong> India Limited United Kingdom 100.0%<br />
<strong>Falck</strong> Services Limited Mauritius 100.0%<br />
<strong>Falck</strong> India Pvt. Ltd. (India) India 100.0%<br />
<strong>Falck</strong> Services Pvt Ltd. (India) India 100.0%<br />
<strong>Falck</strong> Fire Services S.R.L Romainia 100.0%<br />
<strong>Falck</strong> Treasury A/S Denmark 100.0%<br />
Investeringsselskabet af 17. december 2007 A/S Denmark 100.0%<br />
<strong>Falck</strong> Asset Management 9 A/S Denmark 100.0%<br />
Dansk Luftambulance A/S Denmark 51.0%<br />
A C Trafik A/S Denmark 100.0%<br />
A C Trafik 2 ApS Denmark 100.0%<br />
KPC Ejendomme af 6. juni 2002 A/S 2) Denmark 25.0%<br />
<strong>Falck</strong> Nederland Holding B.V. The Netherlands 100.0%<br />
1) Dormant company<br />
2) Associated company<br />
122 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Definitions of ratios<br />
The ratios are basically calculated on the basis of the annual<br />
report and the Group’s accounting policies. The <strong>Falck</strong> Group<br />
calculates a number of ratios on the basis the financial highlight<br />
figures in “Financial highlights and key ratios” on page 8.<br />
The definitions of those ratios are stated below.<br />
Organic growth<br />
Growth in external revenue relative to the preceding year<br />
measured in local currency and adjusted for revenue from<br />
acquisitions and divestments of subsidiaries, as they are not<br />
recognised until after 12 months. Substantial contracts won<br />
after the acquisition of small companies are included in<br />
organic growth.<br />
Operating margin<br />
Operating profit before amortisation and impairment of<br />
intangible assets from acquisitions and exceptional items<br />
(EBITA) as a percentage of revenue.<br />
Effective tax rate<br />
Tax charged in respect of the financial year as a percentage of<br />
profit before tax.<br />
Net capital investments<br />
Investments in land and buildings, operating equipment and<br />
intangible assets less land and buildings, operating equipment<br />
and intangible assets sold.<br />
Equity ratio<br />
Total equity at year-end as a percentage of equity and liabilities<br />
at year-end.<br />
Return on equity<br />
Profit for the year attributable to <strong>Falck</strong> as a percentage of<br />
average equity excluding minority interests.<br />
Net operating assets<br />
Net operating assets excluding goodwill defined as trade<br />
receivables and other current operating assets plus property,<br />
plant and equipment and intangible assets (excluding goodwill),<br />
less trade payables, other payables and other operating<br />
liabilities.<br />
Net interest-bearing debt to EBITDA<br />
Net interest-bearing debt and purchase consideration payable<br />
divided by EBITDA. EBITDA has been normalised for the fullyyear<br />
effect of acquisitions made during the period.<br />
Free cash flow<br />
Operating profit before amortisation and impairment of<br />
intangible assets from acquisitions and exceptional items<br />
(EBITA) adjusted for non-cash operating items and change in<br />
net operating assets.<br />
Cash conversion rate<br />
Free cash flow as a percentage of operating profit before<br />
amortisation and impairment of intangible assets from acquisitions<br />
and exceptional items (EBITA). The rate of operating<br />
profit before amortisation and impairment of intangible<br />
assets from acquisitions and exceptional items (EBITA) to the<br />
free cash flow (cash conversion rate) shows the Group’s<br />
ability to generate cash flows from operating activities after<br />
investments in intangible assets and property, plant and<br />
equipment and cash that must be tied up in working capital<br />
in order to generate cash.<br />
Earnings per share (EPS)<br />
Earnings attributable to the parent company’s shareholders<br />
per average number of outstanding shares.<br />
Diluted earnings per share (DEPS)<br />
Diluted earnings attributable to the parent company’s shareholders<br />
per diluted average number of outstanding shares.<br />
www.falck.com<br />
123
Design and production: Bysted A/S<br />
Photo: Henrik Clifford and various photos from <strong>Falck</strong>’s photo archives<br />
Print: Centertryk A/S<br />
124 <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
<strong>Falck</strong> Holding A/S<br />
Polititorvet<br />
DK 1780 Copenhagen V<br />
Denmark<br />
Tel.: +45 70 33 33 11<br />
www.falck.com<br />
CVR NR. 28 10 13 76