Annual Report 2010 - Falck
Annual Report 2010 - Falck
Annual Report 2010 - Falck
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<strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>
01<br />
49<br />
97<br />
Management review 1<br />
Highlights of the year 4<br />
Key figures and financial ratios 6<br />
Business areas 8<br />
Assistance 10<br />
Emergency 14<br />
Healthcare 20<br />
Training 24<br />
Financial review 28<br />
Corporate governance 36<br />
Risk factors 42<br />
Business risks 42<br />
Financial risks 44<br />
<strong>Report</strong> on corporate social responsibility 46<br />
Group financial statements 49<br />
Income statement 50<br />
Statement of comprehensive income 51<br />
Balance sheet 52<br />
Equity statement 54<br />
Cash flow statement 55<br />
Notes 56<br />
Parent company financial statements 97<br />
Income statement 98<br />
Statement of comprehensive income 99<br />
Balance sheet 100<br />
Equity statement 102<br />
Cash flow statement 103<br />
Notes 104<br />
Management’s statement 112<br />
Independent auditors’ report 113<br />
Board of Directors,<br />
Executive Management Board and auditors 114<br />
Legal entities in the <strong>Falck</strong> Group 116<br />
Definitions of ratios 119
USA<br />
Emergency<br />
Training<br />
1,050 employees<br />
(LifeStar Response<br />
2,040 employees)<br />
Great Britain<br />
Emergency<br />
Healthcare<br />
Training<br />
100 employees<br />
Trinidad<br />
Training<br />
53 employees<br />
Germany<br />
Training<br />
Brasil<br />
Emergency<br />
Training<br />
920 employees<br />
Netherlands<br />
Emergency<br />
Training<br />
382 employees<br />
Spain<br />
Emergency<br />
387 employees
Denmark<br />
Emergency<br />
Assistance<br />
Healthcare<br />
Training<br />
9,498 employees<br />
Belgium<br />
Emergency<br />
270 employees<br />
Norway<br />
Emergency<br />
Assistance<br />
Healthcare<br />
Training<br />
474 employees<br />
Nigeria<br />
Training<br />
74 employees<br />
Sweden<br />
Emergency<br />
Assistance<br />
Healthcare<br />
1,511 employees<br />
Slovakia<br />
Emergency<br />
Healthcare<br />
1,593 employees<br />
Finland<br />
Emergency<br />
Assistance<br />
61 employees<br />
Poland<br />
Emergency<br />
Healthcare<br />
2,356 employees<br />
Estonia<br />
Assistance<br />
20 employees<br />
Romania<br />
Emergency<br />
219 employees<br />
Russia<br />
Training<br />
United Arab<br />
Emirates<br />
Training<br />
72 employees<br />
Turky<br />
Emergency<br />
3 employees<br />
India<br />
Emergency<br />
Healthcare<br />
2 employees<br />
Thailand<br />
Training<br />
9 employees<br />
Malaysia<br />
Healthcare<br />
Training<br />
75 employees<br />
Vietnam<br />
Training<br />
7 employees<br />
Singapore<br />
Training<br />
7 employees
<strong>Falck</strong>’s international expansion continued during<br />
<strong>2010</strong>, and <strong>Falck</strong> now has activities in 25 countries<br />
on five continents. We feel an obligation to use<br />
the competencies we have gained during our<br />
104 years of operation in preventing accidents,<br />
rescuing people in emergency and in rehabilitating<br />
people<br />
Assistance<br />
12%<br />
In <strong>2010</strong>, <strong>Falck</strong> provided 1,458,000 assistance responses,<br />
12% more than in the previous year<br />
Healthcare<br />
8<br />
The international expansion continued with new tasks in<br />
India, Malaysia, Poland, Slovakia, the United Kingdom and<br />
Sweden. <strong>Falck</strong> now operates healthcare or medical clinics<br />
in eight countries<br />
Emergency<br />
600<br />
<strong>Falck</strong> now operates close to 600 US ambulances and similar<br />
vehicles and is the third-largest ambulance service provider<br />
in the United States<br />
Training<br />
203,000<br />
<strong>Falck</strong>’s 35 training centres worldwide provided safety<br />
training to 203,000 people in <strong>2010</strong>, representing a year-onyear<br />
increase of 10,000
Management review<br />
Global expansion<br />
In <strong>2010</strong>, <strong>Falck</strong> took new important steps towards becoming a<br />
global organisation. Our ambulances now also serve people in<br />
both North and South America. Never before have we trained<br />
so many people in rescue and safety operations through our<br />
steadily growing network of training centres worldwide, and<br />
we have significantly strengthened our Assistance business<br />
in the Nordic region through new agreements with strong<br />
business partners.<br />
At the end of the year, we had operations in 25 countries on<br />
five continents, up from 23 countries of operation in 2009.<br />
In <strong>2010</strong>, our consolidated revenue rose by 11.1% to DKK 8.4<br />
billion. As in previous years, revenue from activities outside<br />
Denmark increased, accounting for 36.7% of revenue up from<br />
34.6% a year earlier. Our growth in markets outside Denmark<br />
was 18.2%, of which organic growth accounted for 6.7%. The<br />
rate of organic growth in Denmark was 4.2%.<br />
This growth is reflected in our results for the year, with a 16.3%<br />
EBITA increase to DKK 839 million, which was in line with our<br />
guidance. The increase met Management’s expectations of an<br />
increase in our EBITA margin to 10.0% We made progress in<br />
our Emergency, Healthcare and Training business, whereas our<br />
Assistance business was significantly affected by long periods<br />
of severe winter weather in the early and late months of the<br />
year, resulting in a substantial increase in responses to our<br />
subscription customers.<br />
In <strong>2010</strong>, we acquired Care, an ambulance service provider based<br />
in California, and shortly after the turn of the year, LifeStar<br />
on the US east coast became a member of the <strong>Falck</strong> family.<br />
With these acquisitions, we now operate close to 600 ambulances<br />
and similar vehicles in the United States and are the<br />
third-largest ambulance service provider in the country. We<br />
also acquired Toesa, the leading ambulance service provider<br />
in Rio de Janeiro, Brazil, which gave us a solid foothold as an<br />
ambulance service provider in South America, and we expect<br />
to expand further on that continent.<br />
In the Assistance business, we signed new agreements with<br />
a number of the largest insurance companies in the Nordic<br />
region for roadside assistance as well as travel assistance to<br />
their customers. And through the acquisition of Swedish-based<br />
Smart Safety, we can now offer a wide range of new security<br />
and safety services to our existing customers, and the acquisition<br />
has also significantly increased our customer portfolio.<br />
We expanded our position as the world’s leading provider<br />
of rescue and safety training courses for the off-shore and<br />
maritime sectors. The number of participants in our courses<br />
rose to 203,000 at our 35 training centres in 14 countries on<br />
five continents.<br />
In our Healthcare business, we signed new agreements in Sweden,<br />
Slovakia as and Poland. Moreover, we opened healthcare<br />
clinics in connection with our training centres in the United<br />
Kingdom and Malaysia. We also opened a clinic in India during<br />
the year.<br />
Concurrently with this expansion, we also increased the range<br />
of services we offer in all of our business areas, thereby further<br />
strengthening the basis for our future growth.<br />
Like all businesses, <strong>Falck</strong> needs to grow. But at <strong>Falck</strong> we do not<br />
just want to grow to expand our business. We also feel an obligation<br />
to use the competencies we have gained during our 104<br />
years of operation in preventing accidents, rescuing people in<br />
emergency and in rehabilitating people after illness and injury<br />
– starting in Denmark, then expanding to the Nordic region,<br />
and later on to Europe. We can’t save the whole world, but it is<br />
our responsibility to do our very best to help people anywhere<br />
we can – because we can.<br />
Lars Nørby Johansen Allan Søgaard Larsen<br />
Chairman of the Board President and CEO
4 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Highlights of the year<br />
January<br />
Partnership agreement signed with an<br />
Indonesian safety service provider<br />
<strong>Falck</strong> acquired a non-controlling interest in P.T. Samson Tiara,<br />
the leading provider of safety and training services in Indonesia.<br />
This investment paves the way for offering a large number of<br />
internationally recognised and certified safety and emergency<br />
training services in Indonesia.<br />
February<br />
<strong>Falck</strong> to operate more ambulances in Slovakia<br />
– and an air ambulance service in Denmark<br />
A tender process for ambulance services in Slovakia ended with<br />
<strong>Falck</strong> winning the contract to manage 91 ambulance stations<br />
in Slovakia, after having managed 74 ambulance stations in the<br />
country for five years. As a result, ambulances and ambulance<br />
staff uniforms in one-third of Slovakia now bear the <strong>Falck</strong> logo,<br />
making <strong>Falck</strong> the largest ambulance company in the country.<br />
<strong>Falck</strong> DRF Luftambulance also won a contract to operate an<br />
an emergency medical helicopter that will be operating in the<br />
Capital Region and the Zealand Region in Denmark.<br />
April<br />
Acquired strong competencies in fire and<br />
explosion hazard management<br />
<strong>Falck</strong> acquired British-based Resource Protection International,<br />
a firm having provided high-quality consultancy in fire and<br />
explosion hazard management to industrial customers for<br />
many years, and whose customers include the international oil<br />
industry and the petrochemical industry.
August<br />
Acquired Brazilian ambulance company<br />
<strong>Falck</strong> will be operating ambulances outside of Europe for the<br />
first time with its acquisition of Brazilian ambulance company<br />
Toesa, which operates 121 ambulances and has close to 1,000<br />
employees. The company is the leading ambulance company in<br />
Rio de Janeiro and also operates in other cities in Brazil.<br />
September<br />
Acquired Swedish company Smart Safety<br />
<strong>Falck</strong> bought Smart Safety, a Swedish provider of safety and<br />
assistance services. Smart Safety provides a broad range of<br />
services ranging from bicycle registration in the largest bicycle<br />
register in the Nordic region, which is a unique tool for finding<br />
stolen bicycles, to pet registration and credit card blocking. The<br />
acquisition gives <strong>Falck</strong> access to 500,000 new unique customers<br />
in the Nordic region.<br />
October<br />
Announced intention to acquire an<br />
ambulance company on US east coast<br />
<strong>Falck</strong> signed a letter of intent defining the framework for its<br />
acquisition of LifeStar, a provider of ambulance and patient<br />
transport services in six states on the US east coast. LifeStar<br />
operates 440 ambulances and similar vehicles and provides<br />
more than 400,000 responses per year.<br />
November<br />
December<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 5<br />
Finished cleaning up after oil spill disaster in the Gulf of Mexico<br />
<strong>Falck</strong> completed its assistance in connection with the clean-up<br />
after the Deepwater Horizon oil spill disaster. Since the accident<br />
occurred in April, <strong>Falck</strong> has trained more than 5,000 people in<br />
cleaning up the oil in animal habitats, on beaches and at sea.<br />
Acquired Californian-based ambulance company<br />
and announcement of new co-owner<br />
<strong>Falck</strong> acquired US-based ambulance company Care Ambulance<br />
Service, which operates more than 135 ambulances in Los Angeles<br />
and Orange County in California, USA, and provides more<br />
than 150,000 responses per year.<br />
Also in December, the Lundbeck Foundation acquired a 36%<br />
stake in <strong>Falck</strong>. The Lundbeck Foundation donates substantial<br />
funding to top-level biomedical and natural science research.<br />
In January 2011, <strong>Falck</strong> acquired ambulance service operator<br />
Lifestar.
6 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Key figures and financial ratios<br />
KEY FIGURES DKK million 2006 2007 2008 2009 <strong>2010</strong><br />
Income statement<br />
Revenue 5,382 6,271 7,066 7,529 8,367<br />
Operating profit before amortisation and depreciation, costs from business combinations<br />
and exceptional items (EBITDA) 689 815 842 989 1,119<br />
Operating profit before costs and amortisation from business combinations<br />
and exceptional items (EBITA) 445 570 587 721 839<br />
Profit before financials 442 578 574 702 763<br />
Financials etc. (195) (176) (201) (114) (122)<br />
Profit before tax 247 402 373 588 641<br />
Income taxes (66) (91) (98) (171) (183)<br />
Profit for the year 181 311 275 417 458<br />
Amortisation of intangible assets and costs from business combinations 4 9 13 19 50<br />
Exceptional items (1) (17) - - 26<br />
Tax on normalisation (2) 4 (2) (4) (7)<br />
Normalised profit after tax 182 307 286 432 527<br />
Cash flow statement<br />
EBITA 445 570 587 721 839<br />
Amortisation, depreciation and impairment 244 245 255 268 280<br />
EBITDA 689 815 842 989 1,119<br />
Change in working capital including operating provisions 143 (31) 6 379 (113)<br />
Investments in intangible assets and property, plant and equipment (232) (257) (295) (336) (401)<br />
Sales of non-current assets 35 21 13 64 237<br />
Free cash flow 635 548 566 1,096 842<br />
Free cash flow after exceptional items, interest and tax 407 236 300 801 478<br />
Investements in acquisitions (390) (59) (460) (73) (720)<br />
Dividends paid, repayments, and changes in interest-bearing debt 48 (99) 258 (528) 166<br />
Change in cash and cash equivalents 65 78 98 200 (76)<br />
Balance sheet<br />
Current assets excluding cash and cash equivalent, etc. 603 754 813 1,020 1,464<br />
Liabilities excluding credit institutions, income taxes, etc. (1,607) (1,706) (1,766) (2,365) (2,612)<br />
Operating provisions (74) (74) (75) (68) (85)<br />
Non-current assets excluding goodwill 1,544 1,562 1,635 1,690 1,665<br />
Net operating assets excluding goodwill 466 536 607 277 432<br />
Goodwill 3,387 3,594 3,897 4,075 4,711<br />
Intangible assets from acquisitions 15 28 93 81 261<br />
Income taxes (19) (15) (24) (22) (40)<br />
Net operating assets including goodwill 3,849 4,143 4,573 4,411 5,364<br />
Total equity 542 834 908 1,407 1,788<br />
Net interest-bearing debt 3,336 3,139 3,377 2,577 2,949<br />
Provisions for deferred tax 100 102 63 93 205<br />
Non-operating assets and liabilities (129) 68 225 334 422<br />
Financing 3,849 4,143 4,573 4,411 5,364<br />
KEY RATIOS<br />
Income statement<br />
Revenue growth % 13.8 16.5 12.7 6.6 11.1<br />
Organic growth % 9.5 7.3 9.3 4.3 5.1<br />
EBITA margin % 8.3 9.1 8.3 9.6 10.0<br />
Effective tax rate, normalised for change in tax rate in 2007 % 26.6 26.4 26.3 29.0 28.6<br />
Earnings per share (EPS) DKK 1.7 3.2 2.9 4.4 4.8<br />
Diluted earnings per share (DEPS) DKK 1.7 3.1 2.7 4.3 4.6<br />
Cash flow statement<br />
Cash conversion rate % 142.7 96.1 96.4 152.0 100.4<br />
Net capital investments less depreciation DKKm (47) (9) 27 (8) (120)<br />
Cash flow from operating activities DKKm 565 449 575 1,063 546<br />
Balance sheet<br />
Total assets DKKm 6,083 6,355 6,979 7,635 9,089<br />
Equity ratio % 8.9 13.1 13.0 18.4 19.7<br />
Return on equity % 63.8 60.1 32.6 36.0 28.9<br />
Return on equity excluding exceptional items % 4.5 57.1 32.6 36.0 30.6<br />
Net interest-bearing debt to EBITDA, normalised Factor 4.46 3.85 3.76 2.64 2.48<br />
Other financial ratios<br />
Number of employees at year-end Number 13,813 15,083 16,044 16,457 19,174<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 balance sheet. Theese key figures<br />
and ratios are shown above.<br />
In the Group, cash flows are divided into free cash flow, investments in acquisitions and dividends paid, repayments and change in interest-bearing debt. In the free cash flow,<br />
investment in intangible assets and property, plant and equipment is deducted as the Group invests in vehicles, infrastructure and similar assets as part of ordinary operations.<br />
Thus, the free cash flow reflects the amount available for acquisitions, and repayments on financing.<br />
For definitions of ratios, see page 119.
Revenue growth<br />
DKK million %<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 />
2006 2007 2008 2009 <strong>2010</strong><br />
Revenue growth Organic growth Revenue<br />
18<br />
16<br />
14<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
Cash conversion rate and Free cash flow<br />
DKK million %<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
2006 2007 2008 2009 <strong>2010</strong><br />
Cash conversion rate Free cash flow<br />
Operating assets and liabilities<br />
DKK million<br />
2,800<br />
2,400<br />
2,000<br />
1,600<br />
1,200<br />
800<br />
400<br />
0<br />
2006 2007 2008 2009 <strong>2010</strong><br />
150<br />
125<br />
100<br />
75<br />
50<br />
25<br />
0<br />
EBITA and EBITA margin<br />
DKK million %<br />
900<br />
800<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
2006 2007 2008 2009 <strong>2010</strong><br />
Net capital investments less depreciation<br />
DKK million<br />
50<br />
25<br />
0<br />
-25<br />
-50<br />
-75<br />
-100<br />
-125<br />
2006 2007 2008 2009 <strong>2010</strong><br />
18<br />
16<br />
14<br />
10<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
EBITA margin Operating profit before costs and amortisation<br />
from business combinations and exceptional items<br />
( EBITA)<br />
Net interest-bearing debt to EBITDA, normalised<br />
DKK million<br />
3,500<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
2006 2007 2008 2009 <strong>2010</strong><br />
Operating assets Operating liabilities Net interest-bearing debt to EBITDA, normalised<br />
Net interest-bearing debt<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 7<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0
8 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review
Business area<br />
developments
Ville Kalliomäki, age 29,<br />
assistance rescue officer,<br />
provides roadside assistance near Helsinki,<br />
Finland. <strong>Falck</strong> has provided roadside assistance<br />
in Finland since 2005.
<strong>Falck</strong>’s assistance business is concentrated<br />
in four Nordic countries: Denmark, Sweden,<br />
Norway and Finland - and in Estonia<br />
1.5<br />
million<br />
Assistance<br />
responses were provided. In a year with huge amounts of<br />
snow during the winter throughout the Nordic region, the<br />
number of roadside assistance responses surged, resulting<br />
in a good inflow of new subscription customers.
12 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Assistance<br />
Assistance provides customers with security and<br />
peace of mind through advice, prevention and fast<br />
assistance. In <strong>2010</strong>, this business generated both<br />
revenue growth and organic growth, and 500,000<br />
new customers were added<br />
• 1.5 million responses in <strong>2010</strong> – a year-on-year increase of 12%<br />
• Swedish company Smart Safety, which safeguards homes<br />
and property, now a part of <strong>Falck</strong><br />
• 25,000 new automobile subscribers in Sweden<br />
• One in three new alarm systems sold in Denmark was a<br />
<strong>Falck</strong> Alarm.<br />
2,500<br />
<strong>Falck</strong>’s assistance services provide customers with the greatest<br />
possible security and peace of mind, either by preventing accidents<br />
or by providing fast and competent assistance should an<br />
accident occur.<br />
Services include roadside, person, home and travel assistance<br />
and are mostly based on subscriptions for individual, business<br />
and public-sector customers.<br />
<strong>Falck</strong>’s Assistance business is concentrated in four Nordic countries<br />
(Denmark, Norway, Sweden and Finland) and in Estonia as<br />
well.<br />
The year <strong>2010</strong> saw huge amounts of snow throughout the Nordic<br />
region in January, February, November and December. This<br />
meant that many car owners with automobile subscriptions<br />
needed assistance, and <strong>Falck</strong> rescue staff and dispatch centre<br />
staff worked hard to help people under the extreme weather<br />
conditions. The severe winter weather resulted in a good inflow<br />
of new subscription customers.<br />
In Denmark and Sweden, earnings were temporarily adversely<br />
affected by the severe winter weather due to customers’ increased<br />
use of roadside subscription responses, whereas earnings<br />
rose temporarily in Norway, Finland and Estonia, where responses<br />
are to a great extent provided on a pay-per-use basis.<br />
busses are now equiped with <strong>Falck</strong> Sirius Eco Drive, a fleet management system<br />
which promotes more environmentally friendly and economical driving.
In early 2011, <strong>Falck</strong> entered into an agreement to provide roadside<br />
assistance to the customers of Norway’s largest insurance<br />
company, Gjensidige. The agreement covers approximately<br />
700,000 vehicles, and with the new partnership, <strong>Falck</strong>’s responses<br />
to Norwegian car owners are expected to increase from<br />
120,000 annually to around 170,000.<br />
More than 200,000 car owners from one of Denmark’s largest<br />
insurance companies, Topdanmark, gained <strong>Falck</strong> as their<br />
provider of roadside assistance in the course of the year; this<br />
collaboration with Topdanmark was expanded to also cover the<br />
insurer’s industrial and agricultural customers.<br />
<strong>Falck</strong>’s customers in Denmark have readily accepted the new<br />
offer of a rental car when their own car is in for repair: 80 passenger<br />
cars with the <strong>Falck</strong> logo and colour can now be seen on<br />
the roads of Denmark.<br />
In the business market, 2,500 busses have been equipped with<br />
<strong>Falck</strong> Sirius Eco Drive, and an additional 500 are scheduled to<br />
have the system installed. <strong>Falck</strong> Sirius Eco Drive is a fleet management<br />
system which measures driver behaviour, providing<br />
an opportunity to promote more environmentally friendly and<br />
economical driving.<br />
In home services, more <strong>Falck</strong> subscribers needed assistance<br />
when a number of heavy rainfalls in August flooded basements<br />
and caused other water damage across Denmark.<br />
Revenue<br />
DKK million<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
06 07 08 09 10<br />
Organic growth<br />
%<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
Growth in the alarm market continued in <strong>2010</strong>: in Denmark,<br />
about one in three alarms sold was a <strong>Falck</strong> Alarm. <strong>Falck</strong> has also<br />
begun selling alarms in Sweden.<br />
To provide customers with even better opportunities to safeguard<br />
their homes and property, <strong>Falck</strong> acquired Smart Safety,<br />
a Swedish company with revenues of DKK 100 million per year.<br />
Smart Safety provides a number of subscription-based safety<br />
services, including recording bicycles in a register which helps<br />
retrieve and return them to their rightful owners if stolen. The<br />
company also offers an easy and convenient credit card blocking<br />
service and a service for fast return of lost keys with a <strong>Falck</strong><br />
key tag.<br />
<strong>Falck</strong> TravelCare won a contract in <strong>2010</strong> to provide travel assistance<br />
to Topdanmark customers, and a contract for similar<br />
services has been entered into with another Danish insurance<br />
company, Alka, effective 1 January 2011. Moreover, <strong>Falck</strong> TravelCare<br />
already has agreements for travel care services with the<br />
Swedish government, Swedish insurance company Folksam and<br />
travel agency Apollo.<br />
In <strong>2010</strong>, <strong>Falck</strong> provided assistance services to 1.3 million private<br />
customers, 100,000 of whom were served through public institutions<br />
and private-sector companies. The SmartSafety acquisition<br />
added more than 500,000 new customers, bringing <strong>Falck</strong>’s<br />
total customer portfolio to 1.8 million by the end of <strong>2010</strong>. <strong>Falck</strong><br />
provided a total of 1,458,000 responses over the course of the<br />
year, a 12% year-on-year increase.<br />
06 07 08 09 10<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 13<br />
Subscribers<br />
2,000,000<br />
1,500,000<br />
1,000,000<br />
500,000<br />
0<br />
06 07 08 09 10
Emergency<br />
Valnizete Trindade de Moura, age 29,<br />
nurse,<br />
helps an injured person in Brazil. <strong>Falck</strong> established<br />
a presence in the Brazilian market in <strong>2010</strong> and now<br />
operates 121 ambulances and has around 1,000<br />
employees.
In <strong>2010</strong>, <strong>Falck</strong> provided ambulance services in seven<br />
European countries as well as in the United States<br />
and Brazil. <strong>Falck</strong> also provided fire-fighting and fireprevention<br />
services in ten countries<br />
1907<br />
Was the year when <strong>Falck</strong> acquired its first ambulance, and it is the competencies<br />
from its ambulance services that <strong>Falck</strong> has used to develop its<br />
other business areas.
16 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Emergency<br />
In the Emergency business, <strong>Falck</strong> strengthened<br />
its leading position in Europe in <strong>2010</strong> and also<br />
expanded into North and South America<br />
• Established a presence in the United States as the thirdlargest<br />
ambulance service provider<br />
• Currently operates 121 ambulances in Brazil<br />
• Successfully bid for additional 17 ambulance stations in<br />
Slovakia in a tender process<br />
• Won contracts for fire-fighting services at a military airfield<br />
and a nuclear power plant in Sweden<br />
2 million <strong>Falck</strong><br />
<strong>Falck</strong> is the largest international ambulance service provider in<br />
Europe. With more than 1,200 ambulances, <strong>Falck</strong> treats close to<br />
two million sick or injured people a year in nine countries. In addition,<br />
<strong>Falck</strong> is the biggest private fire service in the world, providing<br />
fire-fighting and fire-prevention services in ten countries.<br />
In <strong>2010</strong>, <strong>Falck</strong> established a presence as an ambulance service<br />
provider in the United States through its acquisition of<br />
Care Ambulance Service, which provides more than 150,000<br />
ambulance responses per year for individuals and authorities<br />
in California. Early in 2011, <strong>Falck</strong> also acquired the LifeStar<br />
ambulance company, which provides more than 400,000<br />
ambulance responses per year in six states – New York, New<br />
Jersey, Maryland, Pennsylvania, Alabama and Georgia – and<br />
in Washington, D.C. Following this acquisition, <strong>Falck</strong> now runs<br />
almost 600 ambulances and similar vehicles in the United States<br />
and is that country’s third-largest ambulance company.<br />
treats and assists up to two million sick or injured persons a year in nine<br />
countries.
It is <strong>Falck</strong>’s ambition to use the two companies, on the east and<br />
west coasts of the United States respectively, as a platform for<br />
expansion in all of North America.<br />
<strong>Falck</strong> also gained a foothold as an ambulance service provider in<br />
South America in <strong>2010</strong> when it acquired the Brazilian company<br />
Toesa, which is based in Rio de Janeiro and operates 121 ambulances.<br />
Moreover, the company provides a number of other<br />
pre-hospital services such as transportation of newborns to and<br />
from hospitals.<br />
Following a tender process, <strong>Falck</strong> won new four-year ambulance<br />
contracts in Slovakia, where it has been in charge of 74<br />
ambulance stations for the past five years. In the new tender,<br />
<strong>Falck</strong> won 91 stations and now handles a third of all Slovakia’s<br />
ambulance services.<br />
In Denmark, <strong>Falck</strong> covers roughly 85% of the population with its<br />
ambulance services. This includes a collaboration between <strong>Falck</strong><br />
and German-based DRF Luftrettung to operate the first emergency<br />
medical helicopter base in Denmark, namely at Ringsted<br />
on the Danish island of Zealand. From the base in Nibøl, Slesvig,<br />
in northern Germany, the two operators also provide medical<br />
helicopter services to southern Jutland.<br />
Revenue<br />
DKK million<br />
5,000<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
0<br />
06 07 08 09 10<br />
Organic growth<br />
%<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
Moreover, the five Danish regions increasingly use paramedics<br />
in pre-hospital emergency services, which justifies <strong>Falck</strong>’s endeavours<br />
to raise the training level of its staff. This was also seen<br />
when <strong>Falck</strong> won a number of small tenders for paramedic units<br />
and emergency response doctor’s vehicles. In the Northern Jutland<br />
Region, <strong>Falck</strong> deployed a bus fitted with modern hospital<br />
equipment – a so-called rolling intensive care ward – used to<br />
transport patients between hospitals.<br />
06 07 08 09 10<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 17<br />
A leading<br />
fire-service<br />
provider<br />
<strong>Falck</strong> is among the world’s leading private fire services and also<br />
provides fire consulting services in most parts of the world.<br />
<strong>Falck</strong> ambulances<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
06 07 08 09 10
18 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
85%<br />
In Denmark, <strong>Falck</strong> covers roughly 85% of the population with<br />
its ambulance services.<br />
<strong>Falck</strong> provided 438,590 ambulance responses in Denmark over<br />
the course of the year, against 444,649 in 2009. For a growing<br />
number of patients, treatment is handled on site by ambulance<br />
rescue staff, paramedics or doctors.<br />
<strong>Falck</strong> ambulances have also provided services to individuals and<br />
the authorities in Norway, Sweden, Finland, Belgium and Poland<br />
for a number of years.<br />
In <strong>2010</strong>, <strong>Falck</strong> won a contract in Germany for the delivery of<br />
both fire and emergency services to a large railway-tunnel project.<br />
<strong>Falck</strong> has set up a German organisation aimed at tendering<br />
for the ambulance contracts expected to be offered in Germany<br />
in the next few years.<br />
In Saudi Arabia, <strong>Falck</strong> provided crew for air ambulance helicopters<br />
in collaboration with the Red Crescent. The project<br />
included rescue staff from Denmark, the United Arab Emirates,<br />
Norway, Poland, Slovakia, Sweden and South Africa.<br />
In its fire business area, <strong>Falck</strong> operates and develops fire and<br />
rescue services for large industrial customers. In Spain, <strong>Falck</strong> is a<br />
leading provider of this type of services, not least to the nuclear<br />
power industry; in Romania, <strong>Falck</strong> has contracts with large<br />
petrochemical plants; and in Slovakia, <strong>Falck</strong> mainly helps the<br />
automobile industry prevent fires and other accidents.<br />
With the acquisition of the two US ambulance<br />
companies, Care Ambulance and LifeStar, <strong>Falck</strong><br />
now runs almost 600 ambulances and similar<br />
vehicles in the United States, making it the thirdlargest<br />
ambulance company in that country
<strong>Falck</strong> offers industrial companies to handle the<br />
operation and development of their fire services.<br />
Customers for this service include the automobile<br />
industry, petrochemical plants and nuclear plants<br />
<strong>Falck</strong>’s Dutch fire activities primarily focus on providing consulting<br />
and training in fire prevention and handling to both public-<br />
and private-sector customers.<br />
With its acquisition of the British company Resource Protection<br />
International, which has provided high-quality consulting services<br />
to customers in most parts of the world for a number of<br />
years, <strong>Falck</strong> expanded its competencies in the fire area and, with<br />
that, <strong>Falck</strong>’s total product offering now fully meets the demand<br />
on that market.<br />
<strong>Falck</strong> operates fire-fighting services at Sweden’s largest Airport,<br />
Arlanda, and in <strong>2010</strong> also won a contract for fire fighting at the<br />
Såtenäs military airport and the Forsmark nuclear power plant.<br />
83,000 In<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 19<br />
In addition, <strong>Falck</strong> established a small fire-related presence in<br />
Brazil.<br />
In Denmark, a number of municipalities put their fire-fighting<br />
services out to tender: <strong>Falck</strong> lost its contracts in a few of them<br />
and won new contracts in other municipalities. At the end of<br />
the year, <strong>Falck</strong> was providing fire-fighting services in 65 of 98<br />
Danish municipalities. <strong>Falck</strong>’s fire service was re-certified in<br />
<strong>2010</strong> and is currently the only Danish fire service with ISO 9001<br />
certification.<br />
In its Emergency activities, <strong>Falck</strong> also helps reduced-mobility<br />
passengers at Copenhagen Airport and provided some 83,000<br />
instances of these responses in <strong>2010</strong>.<br />
<strong>2010</strong>, <strong>Falck</strong> assisted some 83,000 passengers with reduced mobility through<br />
Copenhagen Airport in Denmark.
Healthcare<br />
Kelly Paterson, age 30,<br />
nurse,<br />
measures the blood pressure of an offshore<br />
employee at <strong>Falck</strong>’s training centre in aberdeen,<br />
Scotland.<br />
Every day, Kelly Paterson and her healthcare<br />
colleagues at the centre check persons working<br />
offshore in the oil and gas industry.
<strong>Falck</strong> operates more than 200 healthcare og<br />
medical clinics in Denmark, India, Malaysia,<br />
Norway, Poland, Slovakia, the United Kingdom<br />
and Sweden<br />
260.000<br />
people in Sweden are now covered by <strong>Falck</strong>’s healthcare<br />
service via 30 new agreements, several of them with insurance<br />
companies.
22 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Healthcare<br />
<strong>Falck</strong> Healthcare helps create healthy people<br />
and healthy workplaces<br />
• Provided access to health clinics for an additional 55,000<br />
people in Denmark<br />
• Signed a number of new contracts in Sweden<br />
• Helped 60,000 people in six Danish municipalities return to<br />
the labour market<br />
• Continued its international expansion<br />
25,000 In<br />
Healthcare continued its international expansion in <strong>2010</strong>. <strong>Falck</strong><br />
operates 12 primary care centres in Poland whose general<br />
practitioners and specialists handled a total of more than<br />
50,000 clinical consultations during the year. A number of new<br />
agreements were signed in Poland, including with two large<br />
insurance companies. In Slovakia, <strong>Falck</strong> operates four healthcare<br />
clinics and also bought LaSalus, a provider of healthcare schemes<br />
to a number of companies. In India, <strong>Falck</strong> also established a<br />
healthcare clinic in a luxury hotel.<br />
An important part of <strong>Falck</strong>’s work in the Nordic region within<br />
this business area is preventing illness and job strain. Another<br />
part of this business area, just as important, is helping people<br />
on sick leave return to work as early as possible.<br />
There are four primary gains to be had from the preventive<br />
approach: each individual worker has a better, longer and healthier<br />
working life; job satisfaction is improved, and sick leave and<br />
job strain costs are reduced; the public sector saves money on<br />
sickness benefits, social assistance benefits and early pension<br />
payments; and insurance companies save on compensation<br />
paid for loss of earning capacity.<br />
A key element of <strong>Falck</strong>’s efforts in this area is the interdisciplinary<br />
teams that work together closely on each case. A person<br />
on long-term sick leave may have a team comprising a doctor, a<br />
nurse, a psychologist and a social worker. If physical treatment<br />
is required, physiotherapists, chiropractors, massage therapists<br />
and reflexologists can also work together to treat a client.<br />
<strong>2010</strong>, 25,000 people received psychological assistance from <strong>Falck</strong>.
<strong>Falck</strong> provides interdisciplinary treatment at more than 200<br />
healthcare centres in Denmark, where half a million people<br />
receive treatment for pain, e.g. in the back, shoulders or arms.<br />
In <strong>2010</strong>, an additional 55,000 people in Denmark became<br />
eligible for this treatment through their pension or insurance<br />
companies.<br />
In the course of the year, <strong>Falck</strong> provided psychological assistance<br />
to 25,000 people and conducted more than 20,000<br />
preventive health checks in workplaces.<br />
Also in Sweden, <strong>Falck</strong> helps companies and public-sector<br />
institutions reduce sickness absence among employees. Thirty<br />
new agreements – several of them with insurance companies –<br />
were signed in <strong>2010</strong>, so <strong>Falck</strong> now offers healthcare services to<br />
260,000 people in Sweden.<br />
In Norway, <strong>Falck</strong> Healthcare has a small staff and is currently<br />
expanding its agreements with the insurance companies. It is<br />
expected that customer demand will increase.<br />
<strong>Falck</strong> also provides temporary staffing services to the public<br />
healthcare sector in the three Scandinavian countries. The<br />
temporary healthcare staffing sector in Denmark was affected<br />
by the decision by the Danish regional authorities to curb in<br />
their use of external temporary staff. However, <strong>Falck</strong> is winning<br />
market share in this area.<br />
Revenue<br />
DKK million<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
06 07 08 09 10<br />
Organic growth<br />
%<br />
30<br />
20<br />
10<br />
0<br />
-10<br />
-20<br />
<strong>Falck</strong> Hjælpemidler (assistive aids) won a number of contracts<br />
and is now operating assistive aid depots for ten Danish municipalities,<br />
equivalent to coverage of about 12% of people in<br />
Denmark needing assistive aids.<br />
<strong>Falck</strong> Jobservice supports municipal job centres in their efforts<br />
to help people get back to work after a period on sickness benefit<br />
or otherwise help clarify the situation these people are in.<br />
Through their work in six municipalities, <strong>Falck</strong> Jobservice helped<br />
some 60,000 people get back to work in <strong>2010</strong>.<br />
<strong>Falck</strong> Healthcare also collaborates with its sister business area<br />
Training in operating clinics attached to <strong>Falck</strong> training centres in<br />
Malaysia and the United Kingdom. The clinics opened in <strong>2010</strong>.<br />
06 07 08 09 10<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 23<br />
60,000<br />
<strong>Falck</strong> Jobservice helped get 60,000 people in Denmark back<br />
to work in <strong>2010</strong>.<br />
Numbers of healthcare professionals<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
06 07 08 09 10
Training<br />
Olugbenga Kuku, age 38,<br />
training instructor,<br />
is training a group of offshore workers in suvival at<br />
sea in the event of an accident in their workplace. The<br />
course is held at a training centre in Ipara, Nigeria,<br />
operated by <strong>Falck</strong> in collaboration with a local partner.
<strong>Falck</strong> provides rescue and safety courses in<br />
locations adjacent to workplaces in the offshore<br />
oil and gas industry worldwide<br />
203,000<br />
persons participated in rescue and safety training<br />
courses in <strong>2010</strong> at <strong>Falck</strong>’s 35 training centres on five<br />
continents.
26 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Training<br />
<strong>Falck</strong> is the world’s leading provider of rescue<br />
and safety training courses especially for the<br />
offshore industry. Course participants are trained<br />
to prevent accidents and to take care of their<br />
colleagues and themselves if accidents do occur<br />
• Trained 10,000 more people than in 2009<br />
• Trained 5,000 people to remediate oil pollution in the<br />
United States<br />
• Opened healthcare clinics in Malaysia and the United<br />
Kingdom<br />
• Obtained accreditation for eight training centres<br />
5,000<br />
<strong>Falck</strong> provides safety and rescue training courses and other<br />
safety services at a total of 27 training centres in 14 countries<br />
across five continents targeting the offshore industry and<br />
operates 8 centres for advanced fire training, making <strong>Falck</strong> the<br />
world’s leading operator in this field.<br />
The maritime sector, the wind turbine industry, the chemical<br />
industry, the aviation industry and the armed forces in Denmark<br />
and Sweden also make use of <strong>Falck</strong>’s 104 years of rescue services<br />
experience in training their staff to take care of themselves<br />
and each other.<br />
At the training centres, people are instructed in safe conduct to<br />
avoid accidents in the workplace, and they are taught how to<br />
react correctly – also under extreme conditions – if accidents<br />
do occur. <strong>Falck</strong>’s training centres are designed to allow almost<br />
perfect simulation and creation of an illusion of real disasters,<br />
fires and explosions.<br />
Following the explosion of the Deepwater Horizon oil platform in the Gulf of<br />
Mexico in April <strong>2010</strong>, <strong>Falck</strong> trained 5,000 people to remediate pollution.
<strong>Falck</strong> also offers training of fire-fighters and provides safety and<br />
emergency analysis and crisis management for high-risk industries<br />
that focuses on employees and the environment. To this<br />
can be added other safety services <strong>Falck</strong> provides, such as firerelated<br />
emergency services, fire-proof welding areas, and the<br />
services of specially trained safety managers and paramedics.<br />
It is <strong>Falck</strong>’s ambition to help create a high level of more standardised<br />
quality in rescue and safety training worldwide. <strong>Falck</strong><br />
constantly works to help develop new training methods and<br />
technologies in this field, including training on board offshore<br />
installations and vessels, e-learning services, and use of simulator<br />
training. All these activities reflect the latest requirements<br />
from both customers and regulatory authorities.<br />
The disaster in the Gulf of Mexico, when the Deepwater Horizon<br />
offshore oil platform exploded in April <strong>2010</strong> and caused one<br />
of the largest oil spills in world history, had a huge impact on<br />
<strong>Falck</strong>’s training activities. On the one hand, <strong>Falck</strong>, like the rest of<br />
the industry, was affected by the consequences of a temporary<br />
ban on deepwater oil and gas exploration. On the other hand,<br />
a strong demand arose for <strong>Falck</strong>’s experience in handling accidents.<br />
As a result, <strong>Falck</strong> trained more than 5,000 people in<br />
remediating oil pollution of animal habitats, the beaches and<br />
the ocean.<br />
Revenue<br />
DKK million<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
06 07 08 09 10<br />
Organic growth<br />
%<br />
20<br />
15<br />
10<br />
5<br />
0<br />
-5<br />
In 2009, <strong>Falck</strong> opened new training centres in Nigeria, Thailand,<br />
Germany, the United States and Vietnam, and the focus in <strong>2010</strong><br />
was on integrating these training centres into <strong>Falck</strong>. Moreover,<br />
a new centre was opened in <strong>2010</strong>, in Houston, Texas, in the<br />
United States.<br />
<strong>Falck</strong>’s training centres in Germany and Denmark are specially<br />
designed for safety training of staff working in the wind turbine<br />
industry, and it is <strong>Falck</strong>’s ambition to be the leading provider of<br />
services in this field.<br />
At centres in Malaysia and the United Kingdom, <strong>Falck</strong> has established<br />
healthcare clinics where course participants can have<br />
their health checked before they take off for an offshore job.<br />
Courses at eight centres in the United States, Brazil, Malaysia,<br />
Nigeria, Trinidad & Tobago, and Vietnam obtained accreditation<br />
in <strong>2010</strong>.<br />
A total of 203,000 people received <strong>Falck</strong> training in <strong>2010</strong>, up<br />
from 193,000 in 2009. It turned out to be an advantage to<br />
<strong>Falck</strong>’s Asian-based customers that their staff could be safety<br />
trained in Malaysia, Singapore, Thailand and Vietnam. The centres<br />
in Brazil, Denmark, Nigeria and Trinidad and Tobago also<br />
recorded growing activity during the year.<br />
06 07 08 09 10<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 27<br />
Number of course participants<br />
250,000<br />
200,000<br />
150,000<br />
100,000<br />
50,000<br />
0<br />
06 07 08 09 10
28 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Financial review<br />
<strong>Falck</strong>’s revenue grew by 11.1% in <strong>2010</strong> to DKK 8,367 million of<br />
which organic growth accounted for 5.1%. The revenue growth<br />
and organic growth met Management’s expectations. The<br />
percentage of Group revenue generated outside Denmark rose<br />
to 36.7% (2009: 34.6%), as the growth rate for markets outside<br />
Denmark was 18.2%, of which organic growth accounted for<br />
6.7%. The rate of organic growth in Denmark was 4.2%.<br />
Operating profit before costs and amortisation from businees<br />
combinations and exceptional items (EBITA) was DKK 839 million<br />
(2009: DKK 721 million) and was on a level with Management’s<br />
quidance. This brought EBITA growth to 16.3%, which<br />
met Management’s expectations as the EBITA margin increased<br />
to 10.0%. This was attributable to growth in the Emergency,<br />
Healthcare and Training business areas. The Assistance business<br />
experienced a substantial adverse impact from the long periods<br />
of severe winter weather in January/February and November/<br />
December, resulting in a major increase in the number of<br />
responses.<br />
Profit for the year rose by 9.8% to DKK 458 million (2009: DKK<br />
417 million).<br />
<strong>Falck</strong> generated a free cash flow of DKK 842 million in <strong>2010</strong><br />
(2009: DKK 1,096 million), representing a cash conversion rate<br />
of 100.4% (2009: 152.0%) in terms of conversion of EBITA into<br />
cash.<br />
The ratio of net debt to EBITDA dropped from 2.64x in 2009<br />
to 2.48x in <strong>2010</strong>, which was attributable to the increase in<br />
earnings and the cash flow generated.<br />
Change in accounting policies<br />
A number of new financial reporting standards and interpretations<br />
have been implemented with effect for the financial year<br />
<strong>2010</strong>.<br />
With the exception of the implementation of IFRS 3 Business<br />
Combinations, and IAS 27 Consolidated and Separate Financial<br />
Statements, the implementation of these financial reporting<br />
standards, improvements and interpretations has not affected<br />
recognition and measurement in <strong>2010</strong>. The effect of IFRS 3 and<br />
IAS 27 was a reduction of profit for the year by DKK 22 million,<br />
a reduction of equity and the balance sheet (goodwill) by DKK<br />
49 million and diluted earnings per share by DKK 0.2.<br />
See note 1 to the consolidated financial statements for a<br />
complete overview of new financial reporting standards and<br />
interpretations implemented with effect for the financial year<br />
<strong>2010</strong>.<br />
Basis of presentation<br />
The financial review is based on the financial highlights and key<br />
ratios on page 6 and cannot be derived directly from the consolidated<br />
financial statements.<br />
Group performance in <strong>2010</strong><br />
Consolidated income statement<br />
Consolidated revenue for <strong>2010</strong> was DKK 8,367 million, equivalent<br />
to a growth rate of 11.1%, of which organic growth accounted<br />
for 5.1%. During the past five years, revenue has grown<br />
by an average of 12.1%, of which organic growth accounted for<br />
7.1%.<br />
Other operating income amounted to DKK 70 million (2009:<br />
DKK 41 million). The increase in <strong>2010</strong> was attributable to gains<br />
on sales of properties in Denmark.<br />
EBITA was DKK 839 million (2009: DKK 721 million), equivalent<br />
to an EBITA margin of 10.0% (2009: 9.6%).<br />
Revenue and Organic growth<br />
DKK million %<br />
10,000<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 />
2006 2007 2008 2009 <strong>2010</strong><br />
Organic growth Revenue<br />
10<br />
9<br />
8<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0
Costs and amortisation from business combinations totalled<br />
DKK 50 million (2009: DKK 19 million). The year-on-year<br />
increase was mainly attributable to changes in accounting<br />
policies, under which costs related to business combinations<br />
are no longer capitalised but rather recognised in the income<br />
statement when incurred. Moreover, amortisation of intangible<br />
assets from business combinations increased as a result of the<br />
acquisitions made during the year.<br />
Exceptional items amounted to an expense of DKK 26 million<br />
(2009: DKK 0 million) and represented costs related to preparation<br />
of a potential IPO.<br />
Profit from investments in associates came to a break-even<br />
(2009: a loss of DKK 1 million).<br />
Financials amounted to a net expense of DKK 122 million<br />
(2009: DKK 113 million). The increase in net financials was attributable<br />
to falling exchange rate gains which were, however,<br />
partially offset by lower interest expenses.<br />
Profit before tax was DKK 641 million (2009: DKK 588 million).<br />
The increase was attributable to a significant improvement of<br />
EBITA which was, however, partially offset by higher amortisation<br />
and impairment of intangible assets from business combi-<br />
EBITA and EBITA margin<br />
DKK million %<br />
1,000<br />
900<br />
800<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
2006 2007 2008 2009 <strong>2010</strong><br />
10<br />
9<br />
8<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
EBITA margin Operating profit before costs and amortisation<br />
from business combinations and exceptional items<br />
(EBITA)<br />
nations, the change in the accounting treatment of acquisition<br />
costs and exceptional items.<br />
Tax on the profit for the year was DKK 183 million (2009: DKK<br />
171 million), equivalent to an effective tax rate of 28.6% (2009:<br />
29.0%). The lower tax rate was primarily the result of a fall in<br />
non-capitalised tax losses and prior-year adjustments of tax.<br />
Profit for the year rose by 9.8% to DKK 458 million (2009: DKK<br />
417 million).<br />
Normalised profit after tax for the year rose by 22.0% to DKK<br />
527 million (2009: DKK 432 million).<br />
Consolidated cash flow statement<br />
The free cash flow was DKK 842 million (2009: DKK 1,096<br />
million). The free cash flow as a percentage of EBITA (the cash<br />
conversion rate) was 100.4% (2009: 152.0%).<br />
The free cash flow in <strong>2010</strong> was affected by an increase in trade<br />
receivables which was primarily related to higher pay-per-use<br />
activity in the Assistance business in November/December and<br />
growing activity in Travelcare and Training in the fourth quarter<br />
of <strong>2010</strong> as compared with 2009. This was offset by an increase<br />
in prepayments from customers and lower capital investments.<br />
Profit for the year<br />
DKK million<br />
500<br />
450<br />
400<br />
350<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 29<br />
2006 2007 2008 2009 <strong>2010</strong>
30 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
In <strong>2010</strong>, DKK 45 million (2009: DKK 116 million) was invested<br />
in property, plant and equipment related to expansion and<br />
start-up of activities out of total investments of DKK 160 million<br />
(2009: DKK 262 million). Investments in <strong>2010</strong> were affected by<br />
the divestment of non-current assets.<br />
Income taxes paid amounted to DKK 195 million (2009: DKK<br />
166 million). Income taxes paid under Danish joint taxation<br />
amounted to DKK 120 million (2009: DKK 112 million).<br />
Interest paid amounted to DKK 143 million (2009: DKK 129 million).<br />
The year-on-year increase was attributable to costs related<br />
to the raising of and changes to the terms of long-term loans.<br />
Payments for acquisitions totalled DKK 720 million (2009: DKK<br />
73 million) and primarily related to the acquisition of Care<br />
Ambulance Services in the United States, Toesa Service in Brazil<br />
and S Reg in Sweden.<br />
Dividends paid, changes in interest-bearing debt and other<br />
equity movements relating to shareholders generated a cash<br />
inflow of DKK 166 million (2009: a cash outflow of DKK 528<br />
million). The year-on-year increase in the cash inflow was attributable<br />
to a loan of DKK 777 million raised to finance the year’s<br />
acquisitions, which was partially offset by payments to buy back<br />
warrants and service debt.<br />
EBITA, Free cash flow and Cash conversion rate<br />
DKK million %<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
2006 2007 2008 2009 <strong>2010</strong><br />
Cash conversion rate, % Free cash flow<br />
Operating profit beføre costs and amortisation from business<br />
combinations and exceptional items (EBITA)<br />
150<br />
125<br />
100<br />
75<br />
50<br />
25<br />
0<br />
Consolidated balance sheet<br />
Net operating assets<br />
Consolidated net operating assets excluding goodwill stood at<br />
DKK 432 million (2009: DKK 277 million).<br />
The increase in net operating assets was attributable to acquisitions,<br />
which increased net operating assets excluding goodwill<br />
by DKK 193 million.<br />
Consolidated net operating assets including goodwill stood at<br />
DKK 5,364 million (2009: DKK 4,411 million). The increase was<br />
attributable to the year’s additions of goodwill and intangible<br />
assets from acquisitions.<br />
Equity<br />
Equity attributable to <strong>Falck</strong> A/S rose by 28.0% to DKK 1,723<br />
million (2009: DKK 1,346 million). The increase primarily consisted<br />
of profit for the year attributable to <strong>Falck</strong> A/S of DKK 444<br />
million.<br />
Non-controlling interests totalled DKK 65 million (2009: DKK 61<br />
million) and primarily related to non-controlling interests in the<br />
not wholly-owned training operations in Nigeria and emergency<br />
operations in Spain and Slovakia.<br />
Net operating assets excluding goodwill<br />
DKK million<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
2006 2007 2008 2009 <strong>2010</strong>
Net interest-bearing debt<br />
The Group’s net interest-bearing debt increased by DKK 372<br />
million to DKK 2,949 million from a starting point of DKK 2,577<br />
million at year-end 2009.<br />
Provisions for acquisitions of operations and non-controlling<br />
interests<br />
Contingent consideration and earn-outs payable totalled DKK<br />
146 million (2009: DKK 59 million). The increase primarily<br />
related to the acquisition of Toesa. In addition, a receivable of<br />
DKK 56 million relating to acquisitions was recognised under<br />
other receivables. Provisions for acquisition of non-controlling<br />
interests were recognised in the amount of DKK 311 million<br />
(2009: DKK 227 million) based on expected earnings at the<br />
time of use. The year-on-year increase was primarily attributable<br />
to the acquisitions of Toesa Service and Care Ambulance<br />
Service. If a non-controlling interest elects not to sell its shares,<br />
<strong>Falck</strong> has an equivalent right to buy the shares in an agreed<br />
period.<br />
If the obligation to acquire non-controlling interests is determined<br />
based on earnings recognised in the financial statements<br />
for <strong>2010</strong>, the obligation to acquire non-controlling interests<br />
amounted to DKK 193 million (2009: DKK 160 million), bringing<br />
the total net liability relating to acquisitions of operations and<br />
non-controlling interests to DKK 283 million (2009: DKK 219<br />
million).<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 31<br />
In <strong>2010</strong>, payments for acquisitions totalled<br />
DKK 720 million<br />
Acquisitions<br />
The <strong>Falck</strong> Group’s most important acquisitions in <strong>2010</strong> were:<br />
Care Ambulance Service<br />
In December, the Group acquired all the shares of Care Ambulance<br />
Service, a provider of emergency and non-emergency<br />
ambulance services in California, USA.<br />
Toesa Service<br />
In October, the Group acquired 60% of the shares of Toesa Service,<br />
which operates ambulance services and healthcare clinics<br />
in a number of major cities in Brazil.<br />
S Reg (Smart Safety)<br />
In September, the Group acquired all the shares of Swedishbased<br />
S Reg, a provider of safety and assistance services.<br />
Resource Protection International (RPI)<br />
In March, the Group acquired all the shares of RPI, which provides<br />
consulting services specialising in fire fighting in the oil and<br />
gas industry.<br />
Acquisitions after the balance sheet date:<br />
On 1 January 2011, <strong>Falck</strong> signed an agreement to acquire all the<br />
shares of LifeStar Response Corporation in the United States for<br />
DKK 186 million. Lifestar Response provides ambulance services<br />
in six states and in Washington D.C. on the east coast of the United<br />
States and operates 440 ambulances and similar vehicles.
32 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Performance by business area<br />
Assistance<br />
Revenue from the Assistance business increased 13.2% to DKK<br />
2,470 million (2009: DKK 2,183 million) and accounted for<br />
29.5% of consolidated revenue. The organic growth rate was<br />
8.0% (2009: 4.2%).<br />
Performance in <strong>2010</strong> was affected by the severe winter weather<br />
in the Nordic region, and the number of responses increased<br />
12% year on year. In Denmark and Sweden, the many extra<br />
responses had an adverse impact on profit as a large number of<br />
the customers are subscription customers, whereas earnings in<br />
Norway, Finland and Estonia increased as responses there are<br />
provided on a pay-per-use basis.<br />
In home services, more <strong>Falck</strong> subscribers needed assistance<br />
in <strong>2010</strong> when a number of heavy rainfalls in August flooded<br />
basements and caused other water damage.<br />
The good performance in the alarm market continued in <strong>2010</strong><br />
and <strong>Falck</strong> began selling alarms in Sweden. The establishment<br />
of <strong>Falck</strong> Travelcare in 2009 and the acquisition of S Reg in <strong>2010</strong><br />
increased the product portfolio in the fields of travel assistance<br />
and safety and security services for the home and contributed<br />
to the revenue growth generated in <strong>2010</strong>.<br />
The severe winter weather and the heavy rainfalls during the<br />
summer caused EBITA to fall by DKK 58 million to DKK 269<br />
million.<br />
Emergency<br />
Revenue from the Emergency business, which accounted for<br />
57.8% of consolidated revenue, rose to DKK 4,834 million in<br />
<strong>2010</strong>, equivalent to a growth rate of 13.2%. The rate of organic<br />
growth was 7.6% (2009: 11.4%) as a result of high growth rates<br />
in several markets.<br />
The emergency business in Denmark generated satisfactory<br />
revenue growth in <strong>2010</strong> as a result of a high level of activity<br />
in the ambulance business where <strong>Falck</strong> provides ambulance<br />
services to about 85% of the Danish population. Emergency also<br />
increased its sales of response services to the Assistance business<br />
in <strong>2010</strong> as a consequence of the severe winter weather.<br />
The five Danish regions increasingly use paramedics, and <strong>Falck</strong><br />
won a number of contracts for paramedic units and doctors’<br />
emergency cars in <strong>2010</strong>.<br />
Emergency in Sweden also generated satisfactory growth in<br />
revenue, especially as a consequence of the breakthrough in<br />
fire fighting where <strong>Falck</strong> now has contracts for fire services at<br />
airports and a nuclear power plant.<br />
The ambulance contracts in Norway won in 2009 were successfully<br />
put into operation in <strong>2010</strong>.<br />
Activities in Slovakia grew in <strong>2010</strong> as <strong>Falck</strong> won an additional 17<br />
ambulance stations and now operates 91 stations, equivalent to<br />
a third of Slovakia’s total ambulance service.<br />
With the acquisitions of ambulance companies Toesa in Brazil in<br />
October <strong>2010</strong>, Care Ambulance in the United States in December<br />
<strong>2010</strong> and LifeStar in the United States in early 2011, <strong>Falck</strong><br />
has obtained a significant and important foothold on the North<br />
and South American markets where the companies provide<br />
both emergency and non-emergency ambulance services. In<br />
<strong>2010</strong>, only Toesa contributed to revenue growth.<br />
The growth in activity in the Emergency business in <strong>2010</strong><br />
resulted in a satisfactory EBITA of DKK 329 million, equivalent<br />
to a year-on-year increase of 48.9%. The profit was favourably<br />
affected by an increase in the use of the response services<br />
provided by Emergency Denmark to the Assistance business. In<br />
addition, the acquisitions of Toesa and Resource Protection International<br />
contributed to the year-on-year increase in earnings.<br />
Healthcare<br />
Healthcare’s share of consolidated revenue fell to 14.3% in<br />
<strong>2010</strong> (2009: 15.1%). Revenue rose by 4.9% to DKK 1,196 million<br />
(2009: DKK 1,139 million). The rate of organic growth was<br />
minus 4.2% (2009: minus 11.0%).<br />
Healthcare in Denmark saw a drop in revenue from sales of<br />
staffing services for the healthcare sector as a number of Danish<br />
regions have increasingly decided to insource staffing services.<br />
This was to some extent offset by higher revenue in <strong>Falck</strong> Jobservice,<br />
which assists the job centres of Danish municipalities in<br />
their efforts to help people get back to work after a period on<br />
sickness benefit.
Revenue and organic growth by business area<br />
DKK million Revenue EBITA EBITA margin (%)<br />
The healthcare clinics in the United Arab Emirates contributed<br />
to the growth generated in <strong>2010</strong> but were discontinued at the<br />
end of <strong>2010</strong>.<br />
EBITA rose by DKK 26 million or 54.3% to DKK 75 million<br />
(2009: DKK 49 million). This substantial growth in EBITA was<br />
attributable to restructuring in Sweden in 2009, which now<br />
contributes to earnings. Moreover, the organisation for staffing<br />
services was successfully adjusted following the substantial<br />
decline in revenue in 2009 and <strong>2010</strong>.<br />
Training<br />
Revenue from the Training business rose to DKK 958 million<br />
(2009: DKK 921 million) and accounted for 11.4% of consolidated<br />
revenue (2009: 12.2%). The rate of organic growth was<br />
minus 1.5%, partly because of the oil spill disaster in the Gulf of<br />
Mexico which led to a temporary ban on deepwater oil and gas<br />
exploration, affecting activities in the United States in particular.<br />
Organic<br />
% of total 1) <strong>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009 growth<br />
Assistance 29.5 2,470 2,183 269 327 10.9 15.0 8.0<br />
Emergency 57.8 4,834 4,271 329 221 6.8 5.2 7.6<br />
Healthcare 14.3 1,196 1,139 75 49 6.3 4.3 (4.2)<br />
Training 11.4 958 921 142 124 14.8 13.5 (1.5)<br />
Other 24<br />
Elimination (13.0) (1,091) (985)<br />
Group total 100.0 8,367 7,529 839 721 10.0 9.6 5.1<br />
1) Revenue in DKK for <strong>2010</strong> as a percentage of consolidated revenue<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 33<br />
Revenue in the Netherlands was also adversely affected by<br />
restraint in the market and a lower level of activity as a consequence<br />
of the economic downturn.<br />
However, significant growth was seen in a number of countries<br />
of operation in <strong>2010</strong>, primarily in Brazil, Nigeria, Thailand and<br />
Trinidad & Tobago. In Brazil, oil production is growing rapidly,<br />
which has increased demand for training services. In Nigeria, a<br />
breakthrough was achieved at <strong>Falck</strong>’s newly established training<br />
centre and a significant increase was seen in the number of<br />
course participants. Conversely, the start-up in the United Arab<br />
Emirates was more difficult, and the expected level of activity<br />
was not reached.<br />
EBITA for the Training business rose by 15.1% to DKK 142 million<br />
(2009: DKK 124 million). The fall in activity in the United<br />
States and the Netherlands and an EBITA loss from the start-up<br />
in the United Arab Emirates were more than offset by EBITA<br />
growth in the other countries and income for accounting<br />
purposes from a change of a defined-benefit pension plan to a<br />
defined-contribution plan.
34 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Revenue and organic growth by business area<br />
DKK million Revenue EBITA EBITA margin (%)<br />
Performance by area<br />
Denmark<br />
Revenue in the Denmark was DKK 5,292 million (2009: DKK<br />
4,928 million), equivalent to a 7.4% increase, of which 4.2% was<br />
organic growth.<br />
As a result of the revenue growth, EBITA increased to DKK 542<br />
million (2009: DKK 449 million).<br />
The EBITA margin for <strong>2010</strong> was 10.2% (2009: 9.1%).<br />
Nordic region<br />
Revenue from operations in the Nordic region (excluding<br />
Denmark) increased by DKK 308 million or 24.9% to DKK 1,541<br />
million. The rate of organic growth was 9.9% and was generated<br />
by the Assistance and Emergency business.<br />
EBITA was DKK 108 million (2009: DKK 40 million), equivalent<br />
to an EBITA margin of 7.0% (2009: 3.2%). The increase in EBITA<br />
and the EBITA margin was attributable to higher earnings from<br />
Norway, Sweden and Finland.<br />
Europe<br />
Revenue in Europe (excluding Denmark and the Nordic<br />
region) totalled DKK 1,087 million (2009: DKK 1,040 million),<br />
equivalent to a growth rate of 4.5%, of which organic growth<br />
Organic<br />
% of total 1) <strong>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009 growth<br />
Denmark 63.3 5,292 4,928 542 449 10.2 9.1 4.2<br />
Nordic region 18.4 1,541 1,233 108 40 7.0 3.2 9.9<br />
Europe 13.0 1,087 1,040 121 156 11.1 15.0 1.3<br />
Rest of the world 5.3 447 328 68 76 15.2 23.2 12.0<br />
Group total 100.0 8,367 7,529 839 721 10.0 9.6 5.1<br />
1) Revenue in DKK for <strong>2010</strong> as a percentage of consolidated revenue<br />
accounted for 1.3%. The growth was primarily attributable to<br />
an increase in the level of activity in the Emergency business in<br />
Slovakia, Romania and Spain, whereas lower activity was seen<br />
in the Emergency and Training business in the Netherlands in<br />
<strong>2010</strong>.<br />
EBITA was DKK 121 million (2009: DKK 156 million), equivalent<br />
to an EBITA margin of 11.1% (2009: 15.0%). The fall in EBITA and<br />
the EBITA margin was due to lower earnings in Slovakia and the<br />
Netherlands as compared with 2009.<br />
Rest of the world<br />
Revenue in the rest of the world was DKK 447 million (2009:<br />
DKK 328 million), equivalent to a growth rate of 36.5%, which<br />
was primarily attributable to the Training activities in Brazil and<br />
Nigeria and the acquisition of the ambulance service provider<br />
Toesa in October <strong>2010</strong>. Conversely, the training activities in<br />
the United States experienced falling revenue due to the oil<br />
spill disaster in the Gulf of Mexico. The organic growth rate was<br />
12.0%.<br />
EBITA was DKK 68 million (2009: DKK 76 million). The 10.5%<br />
decline in earnings was due to the fall in revenue from the training<br />
activities in the United States and costs of building up the<br />
training centre in the United Arab Emirates. The EBITA margin<br />
showed a corresponding decline to 15.2% from 23.2% in 2009.
Outlook for 2011<br />
The Group expects continued positive organic growth in 2011.<br />
Combined with the acquisitions in <strong>2010</strong> and 2011, this is<br />
expected to lift revenue by around 15%. EBITA is expected to<br />
increase correspondingly.<br />
Forward-looking statements<br />
Certain statements in this financial review are forward-looking<br />
statements. Such statements are based on current expectations<br />
and are by their nature subject to a number of uncertainties<br />
that could cause actual results and performance to differ materially<br />
from future results or performance, expressed or implied,<br />
by the forward-looking statements.<br />
Other matters<br />
In December <strong>2010</strong>, the Lundbeck Foundation acquired 36% of<br />
the shares in <strong>Falck</strong> A/S through its wholly-owned subsidiary, LFI<br />
A/S. Following this, the company’s shareholders, each of whom<br />
hold more than 5% of the shares, are:<br />
Shareholders in <strong>Falck</strong> A/S<br />
Name Ownership<br />
<strong>Falck</strong> L.P., Jersey 43.9%<br />
LFI A/S, Hellerup 36.0%<br />
ATP PEP 1 K/S, Copenhagen 6.4%<br />
Liberatio A/S, Aarhus 5.2%<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 35<br />
Events after the balance sheet date<br />
At an extraordinary general meeting held on 25 February 2011,<br />
the Board of Directors was authorised to establish a new warrant<br />
programme. At a meeting of the Board of Directors held<br />
on 15 March 2011, the Board passed a resolution to establish a<br />
new warrant programme for the Executive Management Board.<br />
The new warrant programme comprises 4,443,120 warrants.<br />
Each warrant entitles the holder to subscribe for one share<br />
with a nominal value of DKK 0.50 at DKK 125 per share on 30<br />
December 2015. The warrants issued were acquired at market<br />
price and no conditions were attached to the acquisition.<br />
On 1 January 2011, <strong>Falck</strong> signed an agreement to acquire all the<br />
shares of LifeStar Response Corporation in the United States for<br />
DKK 186 million. Lifestar Response provides ambulance services<br />
in six states and in Washington D.C. on the east coast of the United<br />
States and operates 440 ambulances and similar vehicles.<br />
Revenue in the rest of world was DKK 447 million,<br />
equivalent to a growth rate of 36.5%
36 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Corporate governance <strong>2010</strong><br />
Background<br />
The Board of Directors and the Executive Management Board of<br />
<strong>Falck</strong> monitors developments within corporate governance on<br />
a regular basis. Although the company is not a listed company,<br />
<strong>Falck</strong> wishes to ensure that the Group is managed, internally as<br />
well as externally, in a manner that is consistent with national<br />
and international rules and in line with the corporate mission<br />
and which also matches the expectations of the different<br />
stakeholder groups, including shareholders, employees and<br />
customers.<br />
Corporate governance recommendations in Denmark are issued<br />
by the Committee on Corporate Governance in Denmark. The<br />
Committee most recently updated its recommendations on 8<br />
April <strong>2010</strong>. This was the third revision of the recommendations,<br />
originally published in 2005.<br />
Following the latest revision, the corporate governance<br />
recommendations are set out under nine main headings, 1–9,<br />
and appendix 1 on board committees. Each main section begins<br />
with a general rationale that explains why recommendations<br />
have been prepared with respect to that theme. The specific<br />
recommendations are set out below the rationale. Finally,<br />
comments are given on the recommendations to varying<br />
degrees.<br />
The nine main headings are:<br />
1. The role of the shareholders and their interaction with the<br />
management of the company<br />
2. The role of stakeholders and their importance to the<br />
company and the company’s corporate social responsibility<br />
3. Openness and transparency<br />
4. The tasks and responsibilities of the supreme and the<br />
central governing bodies<br />
5. Composition and organisation of the supreme governing<br />
body<br />
6. Remuneration of Management<br />
7. Financial reporting<br />
8. Risk management and internal control<br />
9. Audit<br />
Below is a description of <strong>Falck</strong>’s position on the updated corporate<br />
governance recommendations in accordance with the<br />
‘comply or explain’ approach which has its roots in the Danish<br />
Financial Statements Act and the stock exchange rules. The<br />
description below only includes the introduction to each main<br />
section (the complete recommendations are available at www.<br />
corporategovernance.dk).<br />
<strong>Falck</strong>’s management<br />
The company is managed by a Board of Directors comprising<br />
not less than five and not more than ten members, who may<br />
not have turned 70 years of age. Members of the Board of<br />
Directors are elected by the shareholders at the annual general<br />
meeting for terms of one year. In addition to the members<br />
elected by the shareholders, the Board of Directors includes<br />
members elected pursuant to the statutory rules on employee<br />
representation on the Board of Directors.<br />
Members of the Board are:<br />
Lars Nørby Johansen (Chairman)<br />
Lars Terney (Deputy Chairman)<br />
Thorleif Krarup (Deputy Chairman)<br />
Steen Hemmingsen<br />
Kim Gulstad<br />
Johannes Due<br />
Mats Jansson<br />
Thorhild Widvey<br />
Vagn Flink Møller Pedersen (elected by the employees)<br />
Jan Heine Lauvring (elected by the employees)<br />
Per Aastrup (elected by the employees)<br />
None of the above is a member of both the Board of Directors<br />
and the Executive Management Board of <strong>Falck</strong> A/S. Kim<br />
Gulstad (NC), Lars Terney (NC), Thorleif Krarup (LF) and Steen<br />
Hemmingsen (LF) represent major shareholders on the Board,<br />
namely Nordic Capital (NC) and the Lundbeck Foundation (LF),<br />
respectively. Lars Nørby Johansen is former President and CEO<br />
of <strong>Falck</strong>.<br />
Executive Board<br />
The company’s Executive Management Board consists of Allan<br />
Søgaard Larsen, President and CEO, and Morten Reignald Pedersen,<br />
Deputy CEO.<br />
1. The role of the shareholders and their interaction<br />
with the management of the company<br />
The company’s shareholders, employees and other stakeholders<br />
have a joint interest in the company always being capable of adjusting<br />
to changing demands, which allows the company to continue
to be competitive and to create value. Positive interaction between<br />
management and shareholders is therefore essential. Shareholder<br />
influence is exercised at the general meeting. As owners of the<br />
company, the shareholders should actively exercise their rights and<br />
use their influence resulting in the management protecting the<br />
interests of the shareholders as best as possible and ensuring an<br />
appropriate and balanced development of the company both in the<br />
short and the long term.<br />
Good corporate governance depends on appropriate frameworks<br />
which make it easy for the shareholders to enter into a dialogue<br />
with the management of the company. This can be encouraged<br />
by ensuring that the shareholders are always well-informed of the<br />
company’s situation and outlook and that the general meeting serves<br />
as a forum for communication and discussion and is the place<br />
where shareholders express their views and make decisions.<br />
<strong>Falck</strong>’s position<br />
<strong>Falck</strong> believes that it complies with the recommendations under<br />
heading 1 in all respects.<br />
<strong>Falck</strong> aims to be a credible and transparent player in the equity<br />
market. <strong>Falck</strong> releases information via the Internet, due to the<br />
ease of accessibility for a broad group of stakeholders. <strong>Falck</strong>’s<br />
website will always contain all current and released information<br />
in both Danish and English.<br />
The Board of Directors evaluates the company’s capital structure<br />
at suitable intervals to ensure it is in the interests of the<br />
shareholders and the company. Generally, the Group is not<br />
subject to any special capital requirements other than standard<br />
statutory requirements. The company’s share capital is not<br />
divided into share classes. The capital structure has been determined<br />
based on an assessment of how large a debt the Group<br />
is able to service as well as the amounts of earnings and cash<br />
flows generated in the Group while still providing opportunities<br />
for investing in growth.<br />
General meetings constitute the highest governing authority at<br />
<strong>Falck</strong>. This is where the company’s shareholders are free to submit<br />
proposals, take the floor and ask any questions to the Board<br />
of Directors and the Executive Management Board. If a matter<br />
is put to the vote, shareholders can exercise a direct influence<br />
on important decisions at <strong>Falck</strong>.<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 37<br />
General meetings are convened by the Board of Directors<br />
pursuant to the rules of the Danish Companies Act. The annual<br />
general meeting shall be held once a year in Greater Copenhagen<br />
in due time for the audited and approved annual report to<br />
the submitted to the Danish Commerce and Companies Agency<br />
to be received by the Agency within five months after the end<br />
of the financial year.<br />
2. The role of stakeholders and their importance to the<br />
company and the company’s corporate social responsibility<br />
In order for a company to be able to adjust readily to changing<br />
demands and thus stay competitive and deliver value-adding<br />
performance, it is essential for the company to have, in addition<br />
to the dialogue with its shareholders, a good relationship with its<br />
stakeholders.<br />
The management of the company should operate and develop<br />
the company with due consideration of its stakeholders and to a<br />
reasonable extent engage in active dialogue with its stakeholders<br />
to develop and strengthen the company. Such dialogue may take<br />
place at investor meetings etc.<br />
<strong>Falck</strong>’s position<br />
<strong>Falck</strong> believes that it complies with the recommendations under<br />
heading 2 in all respects. <strong>Falck</strong>’s policy on corporate social<br />
responsibility and our stakeholder policy, corporate values and<br />
code of conduct are available on falck.com.<br />
As a business and as a business partner, <strong>Falck</strong>’s activities are<br />
based on basic principles of working to prevent accidents,<br />
diseases and emergency situations, to rescue and assist people<br />
in an emergency quickly and competently and to rehabilitate<br />
people after illness and injury. Pursuing this mission gives <strong>Falck</strong><br />
a special responsibility to show corporate social responsibility,<br />
as an employer, service provider and as a customer.<br />
In step with the growing internationalisation of the Group’s<br />
activities, this has been made more visible through the adoption<br />
and subsequent implementation of a code of conduct<br />
describing the <strong>Falck</strong> Group’s social, environmental and ethical<br />
guidelines. We expect and require that everybody complies<br />
with this code, employees, suppliers and partners alike. The<br />
guidelines were adopted by the Board of Directors in 2008<br />
and were subsequently confirmed by the Group’s Worldwide<br />
Workers Council.
38 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
3. Openness and transparency<br />
Shareholders, including potential shareholders, and other stakeholders<br />
have different needs for information about the company.<br />
Their understanding of and relations to the company depend on the<br />
amount and the quality of information published by the company.<br />
Openness and transparency are essential conditions for ensuring<br />
that the company’s shareholders and other stakeholders are able to<br />
regularly evaluate and relate to the company and its future.<br />
Openness and mutual respect are prerequisites for a fruitful interaction<br />
between the company and its stakeholders.<br />
A thorough and updated communication strategy will help the<br />
company provide timely, trustworthy, accurate and up-to-date<br />
internal and external information of high quality and comply with<br />
the disclosure requirements in force from time to time.<br />
<strong>Falck</strong>’s position<br />
<strong>Falck</strong> believes that it complies with the recommendations under<br />
heading 3 in all essentials.<br />
<strong>Falck</strong>’s annual reports are prepared in accordance with International<br />
Financial <strong>Report</strong>ing Standards (IFRS) and additional<br />
Danish disclosure requirements for annual reports. The reports<br />
are prepared in Danish as well as English and contain, in addition<br />
to the financial information, a review of the Group’s affairs<br />
and position with respect to corporate social responsibility,<br />
corporate governance and risk factors. Moreover, the annual<br />
reports describe developments in the Group’s four business<br />
areas. Accordingly, the company believes that the annual report<br />
includes all relevant financial and non-financial information of<br />
interest to the company’s stakeholders.<br />
Due to <strong>Falck</strong>’s general public service assignments, <strong>Falck</strong> and<br />
<strong>Falck</strong>’s activities may attract great attention from the media<br />
and other external stakeholders. An important element of<br />
<strong>Falck</strong>’s communications strategy is that inquiries from the<br />
media and other external stakeholders are met with openness,<br />
locally, regionally, nationally as well as internationally.<br />
<strong>Falck</strong> can always make statements on its activities and specific<br />
actions. However, <strong>Falck</strong> is not allowed to provide information<br />
on the condition of patients or clients, the cause of accidents,<br />
personal information or actual conditions that may possibly<br />
hamper police investigations or the like. Moreover, <strong>Falck</strong> is not<br />
prepared to provide information on matters which should only<br />
be commented on by the public authorities. In order to ensure<br />
sufficient credibility, <strong>Falck</strong> voluntarily provides information on<br />
positive and negative affairs in the organisation that may be assumed<br />
to have material significance to the general public.<br />
4. The tasks and responsibilities of the supreme<br />
and the central governing bodies<br />
The supreme governing body is responsible for safeguarding the<br />
interests of the shareholders with care and due consideration of the<br />
other stakeholders.<br />
The most important tasks of the supreme governing body include<br />
appointing a qualified executive board, establishing its tasks,<br />
conditions of employment and distribution of work and preparing<br />
guidelines for accountability, planning, follow-up and risk management.<br />
The supreme governing body is responsible for supervising<br />
An important element of <strong>Falck</strong>’s communications<br />
strategy is that inquiries from the media and<br />
other external stakeholders are met with<br />
openness, locally, regionally, nationally as well as<br />
internationally
the executive board and preparing guidelines for how to exercise<br />
this supervision.<br />
The supreme governing body is responsible for ensuring the professional<br />
development and retention or dismissal of the members of<br />
the executive board as well as ensuring that the remuneration of<br />
the members of the executive board reflects the long-term value<br />
creation in the company as well as the independent performance of<br />
the members of the executive board.<br />
Both the supreme governing body and the central governing body<br />
shall ensure that the necessary financial resources are in place at<br />
any given time.<br />
The central governing body is in charge of the overall and strategic<br />
management of the company. The central governing body must<br />
define the company’s strategic goals and make sure that the necessary<br />
conditions for achieving such goals are present in the form of<br />
financial as well as competence resources and is responsible for the<br />
proper organisation of the company’s activities.<br />
It is essential that the central governing body ensures ongoing<br />
development of and follow-up on the company’s strategic goals<br />
and determines whether the conditions for achieving these goals<br />
are present.<br />
<strong>Falck</strong>’s position<br />
<strong>Falck</strong> believes that it complies with the recommendations under<br />
heading 4 in all essentials.<br />
The Board of Directors and the Executive Management Board<br />
are responsible for managing the company’s affairs. The<br />
framework for the work of the Board of Directors, including<br />
general guidelines for the tasks, duties and responsibilities of<br />
the chairman and the deputy chairman, is defined in the rules<br />
of procedure for the Board of Directors, which are believed to<br />
be adequate. <strong>Falck</strong> has not prepared additional scope of work<br />
and task lists specifying the tasks, duties and responsibilities of<br />
the chairman and deputy chairman.<br />
The Board of Directors defines guidelines for the Executive Management<br />
Board’s performance of the day-to-day management<br />
of the company in instructions to the Executive Management<br />
Board, which deal with matters such as responsibility, distribution<br />
of responsibilities, reporting by the Executive Management<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 39<br />
Board to the Board of Directors, communication by the Board of<br />
Directors and the Executive Management Board, evaluation of<br />
the work of the Executive Management Board, and risk management.<br />
The day-to-day management does not include transactions<br />
which, according to the company’s circumstances, are of an<br />
unusual nature or of particularly great importance.<br />
The Executive Management Board is responsible for the dayto-day<br />
development and operations, with primary focus on developing<br />
and implementing strategies, and submits significant<br />
initiatives for approval by the Board of Directors. Moreover, the<br />
Executive Management Board is responsible for ensuring that<br />
the Board of Directors is informed about all material matters.<br />
5. Composition and organisation<br />
of the supreme governing body<br />
In companies where the board of directors constitutes the supreme<br />
governing body, the board of directors should be composed in<br />
such a way as to allow it to perform its managerial tasks, including<br />
overall and strategic tasks.<br />
It is essential that the supreme governing body of a company be<br />
composed in such a way as to ensure effective performance of its<br />
control tasks and, at the same time, ensure a constructive and qualified<br />
dialogue with the executive board. It is also essential that the<br />
members of the supreme governing body always act independently<br />
of special interests.<br />
The supreme governing body should regularly assess whether its<br />
composition and the skills of its members, individually and collectively,<br />
reflect the demands posed by the company’s situation<br />
and circumstances. Diversity may improve the quality of the work<br />
performed by the supreme governing body. To increase value creation,<br />
the supreme governing body should carry out an evaluation of<br />
its members every year and ensure integration of new talent while<br />
maintaining continuity.<br />
<strong>Falck</strong>’s position<br />
<strong>Falck</strong> believes that it complies with the recommendations<br />
under heading 5 in all essentials. We have not defined formal<br />
recruitment criteria for new members of the Board of Directors.<br />
<strong>Falck</strong>’s Board of Directors assesses on a regular basis the need<br />
for adding supplementary skills to the Board of Directors, with<br />
due regard to the company’s development and ownership. If<br />
required, the Board of Directors may establish a nomination
40 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
committee for this purpose. In <strong>Falck</strong>, two of the three members<br />
of the Audit Committee represent major shareholders and the<br />
company therefore does not meet the recommendation that a<br />
majority of the members of a management committee should<br />
be independent. However, the Board of Directors has considered<br />
it important that committee members hold the necessary<br />
qualifications in accounting or auditing, whereas the Board of<br />
Directors always has the final responsibility for the decisions<br />
prepared by the Audit Committee.<br />
The rules of procedure provide that our Board of Directors<br />
must ensure that the Board of Directors possesses relevant<br />
and adequate knowledge and skills to manage the company<br />
when nominating candidates to the shareholders at the general<br />
meeting. The Board of Directors aims to nominate candidates<br />
who are 67 years of age as a maximum. Prior to any election of<br />
members of the Board of Directors by the shareholders, candidates’<br />
CVs are disclosed, including information about executive<br />
positions in other companies.<br />
The Board of Directors meets whenever the chairman deems<br />
it necessary or when requested by a member of the Board of<br />
Directors or a member of the Executive Management Board. At<br />
least five meetings of the Board of Directors are held each year.<br />
6. Remuneration of Management<br />
Openness and transparency about all important issues regarding<br />
the principles for and amounts of the total remuneration offered to<br />
members of the governing bodies are essential. The principles of the<br />
remuneration policy should support a long-term value-creation for<br />
the company.<br />
Competitive remuneration is a prerequisite for attracting and<br />
retaining competent members of the governing bodies. The total<br />
remuneration package, i.e. the fixed and variable components and<br />
other remuneration components, should be reasonable and reflect<br />
the governing body members’ independent performance, responsibilities<br />
and value creation in the company. The variable component<br />
of the remuneration should be based on actual achievements over<br />
a period of time with a view to long-term value creation.<br />
<strong>Falck</strong>’s position<br />
<strong>Falck</strong> believes that it complies with the recommendations under<br />
heading 6 in all essentials.<br />
The general principle is for the remuneration of the Board of<br />
Directors in <strong>Falck</strong> to be at a level considered comparable with<br />
companies listed on NASDAQ OMX Copenhagen of a similar size<br />
and internationalisation profile. The company does not use incentive<br />
pay for the Board of Directors. The following guidelines<br />
apply to the fixed remuneration of the Board of Directors:<br />
• The Chairman of the Board receives three times the basic<br />
remuneration<br />
• The Deputy Chairmen of the Board receive twice the basic<br />
remuneration<br />
• The basic remuneration is not subject to any adjustment<br />
mechanisms<br />
• Additional separate remuneration is paid to Board members<br />
who sit on Board committees. However, the total remuneration<br />
for Board work paid to the Chairman and Deputy<br />
Chairman of the Board of Directors and to other members of<br />
the Board of Directors may not exceed four times and twice<br />
the basic remuneration, respectively.<br />
We aim for members of the Executive Management Board to<br />
receive a fixed salary considered competitive relative to, and<br />
comparable with, the salaries paid to the executive boards by<br />
other companies of similar size, and which is reasonable relative<br />
to the tasks performed. The remuneration of the Executive<br />
Management Board is reviewed annually at the initiative of the<br />
Chairman of the Board of Directors. <strong>Falck</strong>’s annual report does<br />
not disclose the remuneration paid to each member of the Executive<br />
Management Board. We believe this would not provide<br />
additional relevant information compared with disclosure of the<br />
total remuneration paid to the Executive Management Board.<br />
Incentive pay in <strong>Falck</strong> serves to better align the interests of our<br />
Executive Management Board and our shareholders. We do this<br />
by motivating the Executive Management Board to achieve the<br />
goals defined for the company, and by making it less attractive<br />
for members of the Executive Management Board to leave the<br />
company prematurely. Incentive pay can also be a useful tool to<br />
attract new Executive Management Board members. Such programmes<br />
may comprise remuneration in the form of options,<br />
warrants, shares and/or bonus agreements.<br />
7. Financial reporting<br />
Each member of the supreme governing body and the executive<br />
board is responsible for preparing the annual report and other
financial reports in accordance with current legislation, applicable<br />
standards and any further requirements concerning financial statements<br />
stipulated in the articles of association, etc.<br />
The members of the said governing bodies must ensure that the<br />
financial reporting is easy to understand and balanced and provides<br />
a true and fair view of the company’s financial position, performance<br />
and cash flow. The management commentary must give a true<br />
and fair presentation of the state of affairs, including the outlook.<br />
<strong>Falck</strong>’s position<br />
<strong>Falck</strong> believes that it complies with the recommendations under<br />
heading 7 in all respects.<br />
<strong>Falck</strong> has set up an Audit Committee. The objective of the<br />
Audit Committee is to evaluate the Group’s financial reporting,<br />
accounting policies and the internal control and risk management<br />
environment. In addition, the Committee makes relevant<br />
recommendations in relation to these issues to the Board of<br />
Directors and ensures follow-up on the implementation of initiatives<br />
to be initiated by the Executive Management Board. The<br />
Committee receives information from a number of head office<br />
departments and from the company’s auditor.<br />
The Audit Committee meets a minimum of three times a year.<br />
The members of the Audit Committee are three members appointed<br />
by the Board of Directors. Furthermore, the Executive<br />
Management Board and the Chief Financial Officer attend the<br />
meetings of the Audit Committee. The company’s auditor attends<br />
the meetings of the Audit Committee to the extent necessary.<br />
8. Risk management and internal control<br />
Effective risk management and an effective internal control system<br />
contribute to reducing strategic and business risks, to ensuring<br />
observance of current rules and regulations and to ensuring the<br />
quality of the basis for management decisions and financial reporting.<br />
The company’s choice of strategy naturally involves risk. It is<br />
essential that the risks are identified and communicated, and that<br />
the risks are managed appropriately.<br />
Effective risk management and internal control are a precondition<br />
for the supreme governing body and the executive board to efficiently<br />
perform the tasks bestowed upon them. Consequently, it<br />
is essential that the supreme governing body ensures effective risk<br />
management and effective internal control systems.<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 41<br />
<strong>Falck</strong>’s position<br />
<strong>Falck</strong> believes that it complies with the recommendations under<br />
heading 8 in all respects.<br />
In <strong>Falck</strong>, risk management is considered an important and natural<br />
element of the work to realise our goals and strategy. There<br />
are risks inherent in our day-to-day activities, in implementation<br />
of the strategy defined and in the continuous exploitation of<br />
business opportunities, so the handling of these risks is considered<br />
a natural and integral part of day-to-day work and a way of<br />
ensuring stable and reliable growth.<br />
<strong>Falck</strong>’s management continuously discusses and regularly considers<br />
the Group’s risks and how these should be handled for the<br />
individual business areas and the Group as a whole in order to<br />
ensure that risk management is efficient. To assist the Executive<br />
Management Board and the rest of the organisation, a head office<br />
Risk Management Department has been established as well<br />
as a department for Group Controlling.<br />
9. Audit<br />
Ensuring an independent, competent and thorough audit is an essential<br />
element of the work of the supreme governing body.<br />
<strong>Falck</strong>’s position<br />
<strong>Falck</strong> believes that it complies with the recommendations under<br />
heading 9 in all respects. <strong>Falck</strong> has not established an internal<br />
audit function. However, Group Controlling regularly evaluates<br />
business procedures and internal controls in subsidiaries and<br />
reports the conclusions of controller visits to the Audit Committee.<br />
Business procedures and internal controls include, among other<br />
things, segregation of functions and areas of responsibility, descriptions<br />
of functions, procedures, control measures and analytical<br />
controls. The Group finance function has defined a number<br />
of reporting requirements comprising financial data, specifications,<br />
analytic basis and commenting thereon. This reporting<br />
is required on a monthly basis from the individual companies<br />
of the Group. Together with business procedures and internal<br />
controls established in the companies, this has been defined<br />
with a view to ensuring that the monthly reporting from the<br />
individual companies takes place in a documented and wellplanned<br />
manner.
42 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Risk factors<br />
The Board of Directors and the Executive Management Board<br />
of <strong>Falck</strong> regularly monitors and assesses the Group’s overall<br />
risk exposure relative to probability and implications as well<br />
as established risk measures. A policy has been established for<br />
material risks under which key persons have been designated<br />
with a view to ensuring necessary controls and monitoring of<br />
risks. The Board of Directors and the Executive Management<br />
Board monitors developments in risks relative to an established<br />
risk strategy.<br />
This description of risk factors includes examples of the risks<br />
which Management estimates may have an impact on the<br />
Group’s future growth, activities, financial position and results<br />
of operations.<br />
The following sections do not contain an exhaustive description<br />
of all risks associated with the activities of the Group. The risk<br />
factors are divided into business risks and financial risks and are<br />
described in random order.<br />
The Board of Directors<br />
and Executive<br />
Management<br />
Board monitors<br />
developments in<br />
risks relative to an<br />
established risk<br />
strategy<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 political<br />
decision-making process with regard to outsourcing of<br />
public-sector operating activities. If <strong>Falck</strong> does not have the<br />
opportunity to renew or successfully tender for these contracts,<br />
or if contracts are terminated, it may therefore have a material<br />
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 time<br />
which to some extent is the product of <strong>Falck</strong> operating in a<br />
number of areas that are subject to a high level of public interest.<br />
This strong image is of material importance to the Group’s<br />
ability to retain and develop <strong>Falck</strong>’s activities. There is consequently<br />
very high focus on ensuring that <strong>Falck</strong> operates morally<br />
and ethically correctly and with a high quality of the services<br />
provided.<br />
Cost structure<br />
<strong>Falck</strong>’s activities are labour-intensive and consequently affected<br />
by the cost of labour, pensions, regulations on working hours,<br />
social security contributions and other employee benefits<br />
provided to <strong>Falck</strong>’s employees. <strong>Falck</strong> may be affected by nonacceptance<br />
by the market of price increases, including increases<br />
in payroll costs. However, historically, it has been possible to<br />
include a large proportion of increases in payroll costs in <strong>Falck</strong>’s<br />
pricing.<br />
Especially in the Assistance business and to some extent in<br />
the Healthcare business, the costs are also dependent on the<br />
extent to which customers use the resources provided for in the<br />
subscription contracts. For instance, increased use of assistance<br />
by subscribers of roadside assistance will entail increased costs<br />
related to such responses.<br />
Attracting and retaining employees<br />
<strong>Falck</strong> relies on being able to attract and retain employees with<br />
special competencies and experience in order to achieve its<br />
business goals. The special competencies are to a great extent<br />
built up during the employment relationship. The Group has<br />
historically had a low staff turnover rate, but continually implements<br />
initiatives both locally and in the Group as a whole aimed
at ensuring that <strong>Falck</strong> continues to be an attractive and wellreputed<br />
organisation. A visible effect of these initiatives was the<br />
Danish “Workplace of the Year 2008” award.<br />
The table below shows a breakdown of the Group’s employees:<br />
Full time equivalent employees (FTE)<br />
<strong>2010</strong> 2009<br />
1 January 11,637 11,567<br />
New employees 4,236 2,236<br />
Dismissed employees (1,286) (916)<br />
Resigned and retired employees (860) (1,250)<br />
31 December 13,727 11,637<br />
Growth<br />
An important element of <strong>Falck</strong>’s business strategy is to expand<br />
and grow in new markets or product areas, also through acquisitions.<br />
However, persistently high growth may result in pressure<br />
on management resources and other factors. Thus <strong>Falck</strong>’s<br />
ability to generate growth depends on its ability to retain and<br />
strengthen management, on attracting, training and retaining<br />
its staff, and on the organisation’s ability to continuously implement<br />
and optimise operational, financial and other management<br />
information 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 its existing<br />
customers and on its continued ability to offer products<br />
adapted to the conditions on the individual markets. <strong>Falck</strong><br />
has substantial market shares in certain markets, such as in<br />
Denmark, which requires that products must be competitive<br />
and provide added value to customers in order for <strong>Falck</strong> to be<br />
preferred over any competitors in the market.<br />
Environmental impact<br />
<strong>Falck</strong> endeavours to maintain a standard that is better than<br />
statutory environmental requirements. However, the Group’s<br />
activities imply to a certain extent a potential risk of environmental<br />
hazards and consequently of claims being lodged or<br />
orders issued 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 dependent<br />
on well-functioning IT and communications systems.<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 43<br />
<strong>Falck</strong>’s central systems handling operations are designed to<br />
withstand power and data-line breakdowns and similar events<br />
to the greatest possible extent. Historically, the operational reliability<br />
of <strong>Falck</strong>’s systems has been very high, and the individual<br />
systems are continuously 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 areas, but no<br />
competitor matches <strong>Falck</strong>’s product portfolio. However, there is<br />
nevertheless a risk that a major competitor with the necessary<br />
capital resources may set out to conquer markets or business<br />
areas in which <strong>Falck</strong> operates.<br />
In the field of the Assistance business, the existing competitors<br />
are mainly marketing/franchise networks, whereas in the rest of<br />
Europe there are a number of large assistance operators run as<br />
membership clubs and by insurance companies.<br />
In the field of the Emergency business, there are very few private<br />
ambulance operators, and none of them operate internationally.<br />
The competition thus often consists of small operators.<br />
Within fire-fighting, the competition mostly consists of<br />
municipal fire services whereas, for industrial fire services, the<br />
competition mainly consists of in-house corporate fire services.<br />
The Healthcare business is characterised by a number of small<br />
competitors, especially in Denmark, whereas the market in<br />
Sweden is more mature and thus characterised by a number of<br />
large competitors.<br />
In the Training business, there are only few global training<br />
operators, whereas there are often small local training centres<br />
in the local markets. <strong>Falck</strong> considers it an advantage that it is<br />
able to serve customers globally according to a uniform, high<br />
standard.
44 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
Financial risks<br />
Interest rate and foreign exchange risk<br />
The Group’s interest rate risk is mainly affected by the Group’s<br />
overall financing. Based on the current market situation, the<br />
Executive Management Board and the Board of Directors have<br />
decided that the financing is to be based on short-term interest<br />
rates.<br />
Interest collars covering DKK 1,709 million with a floor of 3.25%<br />
and a cap of 5.5% have been entered into to hedge interest rate<br />
risks.<br />
Credit institutions, floating-rate loans<br />
DKK million <strong>2010</strong> 2009<br />
DKK 2,271 1,595<br />
EUR 855 999<br />
USD 249 249<br />
Other - 30<br />
Total 3,375 2,873<br />
The Group is therefore sensitive to fluctuations in market interest<br />
rates, and a fluctuation by 1% would change the Group’s<br />
interest expense by DKK 13 million as the market rate for the<br />
current year is below the floor of the interest rate collars. Without<br />
an interest rate collar, a fluctuation by 1% would change the<br />
Group’s interest expense by DKK 34 million.<br />
Sensitivity analysis, market-rate fluctuations of 1%<br />
DKK million <strong>2010</strong> 2009<br />
DKK 7 7<br />
EUR - 1<br />
USD 2 2<br />
Total 9 10<br />
The Group monitors developments in market interest rates closely<br />
in order to be able to react if the market situation changes.<br />
The exchange rate exposure of the Group’s transactions is<br />
limited since subsidiaries outside Denmark largely operate in<br />
local currencies, to the effect that the revenues and most of<br />
the expenses of the individual subsidiaries are denominated in<br />
the same currency. The main exchange rate exposure faced by<br />
the Group relates to the translation into Danish kroner of the<br />
financial results and equity of subsidiaries.<br />
In the event of a concurrent fall in all exchange rates by 1%, this<br />
would reduce revenue by DKK 31 million, EBITA by DKK 3 million<br />
and equity by DKK 17 million.<br />
In the event of a change in the DKK/EUR exchange rate by 1%,<br />
the Group’s debt would change by DKK 9 million, which would<br />
be recognised in the income statement. Fluctuations in the<br />
DKK/USD exchange rate have no impact on the income statement<br />
or equity as the Group’s debt is hedged.<br />
The Group regularly assesses its foreign exchange risks in order<br />
to determine whether the exposure should be hedged by loans<br />
in the same currencies or forward exchange contracts.<br />
Credit risk<br />
When entering into significant contracts, the Group makes a<br />
credit assessment of the customer in order to assess the potential<br />
credit risk. Trade receivables are monitored and evaluated<br />
on a continuing basis in order to assess any need to make<br />
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 extent, public<br />
authorities.<br />
Subscription sales to private and corporate customers are not<br />
deemed to involve material risks to the Group as the amounts<br />
are small for the individual subscriptions, and general as well<br />
as individual write-downs are made for anticipated bad debts.<br />
As at 31 December <strong>2010</strong>, receivables from such subscriptions<br />
totalled approximately DKK 76 million (2009: DKK 45 million).
Liquidity risk<br />
The Group’s liquidity risk primarily concerns its ability to meet<br />
its obligations to pay its employees and creditors and to service<br />
its debts. The Group continuously monitors its free cash flow in<br />
order to assess its liquidity risks. Certain of the Group’s loans,<br />
including the debt of <strong>Falck</strong> A/S, are subject to certain loan<br />
covenants, and the Group continuously monitors whether the<br />
covenants are observed.<br />
The Group’s cash reserve comprises cash and cash equivalents<br />
and unused credit facilities. Management believes that the<br />
Group’s cash resources are fully sufficient. The Group aims to<br />
have sufficient cash resources to allow it to continue to operate<br />
adequately in case of unforeseen fluctuations in cash.<br />
At year-end <strong>2010</strong>, the Group’s unused credit facilities were in<br />
the region of DKK 720 million. With the addition of available<br />
cash and cash equivalents of DKK 745 million, total cash resources<br />
were in the region of DKK 1,465 million.<br />
Agreements have been entered into with the Group’s principal<br />
bankers for facilities to finance potential future acquisitions.<br />
These facilities fall due in 2013 and 2015 respectively.<br />
Capital structure<br />
The Group is not subject to any general capital requirements<br />
other than standard statutory requirements. The company’s<br />
share capital is not divided into share classes. The capital<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 45<br />
structure has been determined based on an assessment of how<br />
large a debt the Group is able to service as well as the amounts<br />
of earnings and cash flows generated in the Group while still<br />
providing opportunities for investing in growth. The Group<br />
is financed by an overall syndicated loan raised in the parent<br />
company. The outstanding debt as at 31 December <strong>2010</strong> was<br />
DKK 3,046 million. The outstanding debt increased by DKK 259<br />
million in <strong>2010</strong> as a result of new debt raised. Through regular<br />
instalments payable on the syndicated loan in the period 2011<br />
to 2012, the debt will be reduced to DKK 2,406 million, of<br />
which DKK 2,184 million must be repaid in 2013 and DKK 222<br />
million in 2015.<br />
Moreover, the Group has mortgage loans totalling DKK 384<br />
million and other interest-bearing debt of DKK 355 million. The<br />
Group monitors and manages its capital structure with a view<br />
to ensuring that it can meet its financing obligations.<br />
As at 31 December <strong>2010</strong>, the Group’s net interest-bearing debt<br />
stood at DKK 2,949 million, while equity stood at DKK 1,723<br />
million, which is deemed to be a reasonable level relative to the<br />
desired financial flexibility.<br />
The company’s Articles of Association do not include special<br />
powers to the shareholders in general meeting or to the Board<br />
of Directors to distribute the company’s capital, and the<br />
company’s Articles of Association do not include any restrictions<br />
on ownership interests.<br />
The Group monitors developments in market<br />
interest rates closely in order to be able to<br />
react if the market situation changes
46 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
<strong>Report</strong> on corporate<br />
social responsibility<br />
Statutory report on corporate social responsibility. See section<br />
99 a of the Danish Financial Statements Act.<br />
As a business and as a business partner, <strong>Falck</strong>’s activities are<br />
based on basic principles of working to prevent accidents, diseases<br />
and emergency situations, to rescue and assist people in an<br />
emergency quickly and competently and to rehabilitate people<br />
after illness and injury.<br />
Pursuing this mission gives <strong>Falck</strong> a special responsibility to show<br />
corporate social responsibility, as an employer, service provider<br />
and as a customer.<br />
In step with the growing internationalisation of the Group’s<br />
activities, this has been made more visible through the adoption<br />
and subsequent implementation of a code of conduct<br />
describing the <strong>Falck</strong> Group’s social, environmental and ethical<br />
guidelines. We expect and demand that everybody, employees,<br />
suppliers and business partners, adhere to these standards.<br />
The guidelines were adopted by the Board of Directors in 2008<br />
and were subsequently confirmed by the Group’s Worldwide<br />
Workers Council. The Worldwide Workers Council is a forum<br />
established based on an agreement with the Union Network<br />
International as a forum for dialogue between employees and<br />
management. One annual meeting is held with participation<br />
of employees from the Group’s countries of operation based<br />
on the number of employees in the respective countries and<br />
representatives appointed by the Group Management.<br />
The Group has established a special task force to deal with the<br />
Group’s corporate social responsibility which is to ensure that<br />
the rules are implemented and that the activities are in accordance<br />
with 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 officers<br />
holding business responsibility in the respective business areas<br />
report to the HR Department any incidents that constitute a<br />
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 principles<br />
of the United Nations Global Compact, which cover the<br />
following areas:<br />
Human rights<br />
The company should<br />
• support and respect the protection of internationally proclaimed<br />
human rights within the area in which it operates and<br />
has influence;<br />
• make sure that it is not complicit in human rights abuses.<br />
Labour standards<br />
The company should<br />
• uphold the freedom of association and the effective recognition<br />
of the right to collective bargaining;<br />
• support the elimination of all forms of forced and compulsory<br />
labour;<br />
• support the effective abolition of child labour;<br />
• support the elimination of discrimination in respect of<br />
employment and occupation.<br />
Environment<br />
The company should<br />
• support a precautionary approach to environmental 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 and<br />
bribery.<br />
Each company of the <strong>Falck</strong> Group holds individual responsibility<br />
for complying with and implementing the principles of the<br />
code of conduct and for reporting any violations thereof to<br />
the Group’s HR function. At its annual meeting, the Workers<br />
Council reviews all items of the code of conduct with a view to<br />
reporting any violations thereof. No violations were reported<br />
following the meeting in <strong>2010</strong>.<br />
In <strong>2010</strong>, a number of tools were introduced to be used by suppliers<br />
and business partners to help them ensure that they comply<br />
with <strong>Falck</strong>’s code of conduct by making a risk assessment<br />
and by giving them access to conducting control for <strong>Falck</strong>.
In <strong>2010</strong>, the task force began its work to monitor the initiatives<br />
of individual companies and to prepare guidelines in this respect.<br />
General information<br />
<strong>Falck</strong> is involved in a number of partnerships with hospitals,<br />
researchers and authorities regarding innovation with respect<br />
to the health and safety of people.<br />
Moreover, the <strong>Falck</strong> Group supports a number of projects,<br />
including:<br />
First aid<br />
<strong>Falck</strong> is active in increasing the attention on first aid in a number<br />
of countries. In Slovakia, a number of first aid courses are held<br />
each year for children in kindergartens and schools. In Poland,<br />
<strong>Falck</strong> has conducted first aid training on beaches to increase the<br />
attention on first aid and the dangers on the beach.<br />
Nicaragua<br />
In 2003, a project was initiated with the primary objective of<br />
lifting the level of competency among rescue staff in Nicaragua<br />
and to improve vehicles and equipment in the fire and rescue<br />
service. The project is run jointly by <strong>Falck</strong> and the Danish labour<br />
union 3F and receives direct subsidies of DKK 0.10 per working<br />
hour via the union agreement and <strong>Falck</strong> donations of fully<br />
equipped rescue vehicles and equipment via a Danida project.<br />
In <strong>2010</strong>, six ambulances and four fire engines were donated and<br />
20 rescue staff from Denmark and Nicaragua participated in<br />
job exchanges. Moreover, a training platform was added to the<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 47<br />
The Group has established a special task force<br />
to deal with the Group’s corporate social<br />
responsibility which is to ensure that the rules<br />
are implemented and that the activities are in<br />
accordance with developments in the CSR field<br />
project in <strong>2010</strong> and a number of Nicaraguan instructors were<br />
trained in conducting training programmes to upgrade the<br />
training of all employees of the Nicaraguan fire service.<br />
Training in fire fighting for young people in Greve, Denmark<br />
In <strong>2010</strong>, a number of fire fighting courses were held for specially<br />
selected children and young people in this suburb south<br />
of Copenhagen. They were primarily trained in fire fighting but<br />
also learnt about fire hazards. The project was initiated against<br />
the background of events of arson and young people challenging<br />
fire fighting in the area. The course will be continued<br />
in the years to come and is popular among the young people<br />
and it has won an award for its contribution to building a bridge<br />
between society and young people with a difficult background.<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 protect<br />
the environment and climate for the future and continuously<br />
evaluates how to reduce its consumption of resources. <strong>Falck</strong> has<br />
no activities that can be characterised as particular sources of<br />
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
48 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Management review<br />
<strong>Falck</strong> generally endeavours to minimise its consumption of resources<br />
and the discharge of pollutants from the sources listed<br />
above. In the pursuit of its activities, <strong>Falck</strong> pays attention to<br />
reducing the negative environmental impact and continuously<br />
logs its consumption. Registration of environmental data ensures<br />
that performance in the area can constantly be monitored<br />
and optimised.<br />
An example of <strong>Falck</strong>’s environmental initiatives is the introduction<br />
with effect from 2011 of electronic pay slips which replace<br />
almost 10,000 pay slips per month.<br />
<strong>Falck</strong> has also installed a monitoring system in 30 vehicles<br />
in Denmark. The system monitors rapid acceleration, hard<br />
breaking, sharp turning and idle running of engines, all of which<br />
affect fuel consumption and wearing parts. This is expected to<br />
lead to changes in driving behaviour that will save 5-20% of fuel<br />
costs.<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 working<br />
environment which protects against accidents and injury.<br />
The work on safety and prevention of injury at work is carried<br />
out in collaboration with the operational and safety organisations<br />
in the individual countries of operation. They develop and<br />
hold courses in transfer techniques, lifting/carrying techniques,<br />
information material, and material for use in activities relating<br />
to the psychological working environment. Likewise, the safety<br />
organisation intends to ensure that <strong>Falck</strong> has the right safety<br />
equipment for its employees, such as patient lifts, lifting cushions<br />
for patients lying on the ground, electric stair climbers for<br />
the airport, etc.<br />
In 2001, <strong>Falck</strong> introduced a new health service for its employees<br />
in Denmark by way of “Interdisciplinary Treatment” with a view<br />
to treating and preventing work-related injuries which reduce<br />
both employee well-being and productivity and should there-<br />
fore be efficiently prevented. Outside the areas where <strong>Falck</strong> has<br />
concepts of its own to handle such injuries, external suppliers<br />
or in-house specialists are used. Later on, this health service was<br />
expanded to include health consulting, including assistance to<br />
understand 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 case<br />
of physical injury, there are defined guidelines on how to act,<br />
if such problems arise. Since 1993, <strong>Falck</strong> has ensured that<br />
its employees can get crisis therapy, which includes internal<br />
debriefing as well as assistance from psychologists and other<br />
trauma experts. Based on this experience, both crisis therapy<br />
and interdisciplinary treatment are now important elements<br />
of the services <strong>Falck</strong> offers its customers, and the pursuit of<br />
corporate social responsibility has thus given <strong>Falck</strong> opportunities<br />
for product innovation for the benefit of both Danish and<br />
international companies.<br />
In spite of the many preventive and curative initiatives, <strong>Falck</strong><br />
staff, especially ambulance staff, do on occasion suffer physical<br />
injuries which prevent them from continuing in their job. The<br />
psychological consequences of the job may also make it necessary<br />
for an employee to stop his or her career as an ambulance<br />
officer. There is great focus on either finding a different job<br />
in-house for such employees or on establishing special jobs that<br />
match what the employee can handle in his or her new situation.<br />
In <strong>2010</strong>, the largest project to date within health and safety<br />
at work was initiated aimed at minimising the number of back<br />
injuries among rescue staff. The project runs over 20 months in<br />
a partnership with the Danish Technological Institute and the<br />
Danish Prevention Fund. The project involves about 375 rescue<br />
officers from all regions of Denmark.<br />
The <strong>Falck</strong> Group’s code of conduct naturally requires that<br />
human rights are observed, including that child labour or forced<br />
labour does not occur. Moreover, rules have been defined in<br />
order to avoid discrimination relating to working and employment<br />
conditions.
Contents of the<br />
Group financial statements<br />
Financial statements<br />
Income statement 50<br />
Statement of comprehensive income 51<br />
Balance sheet 52<br />
Equity statement 54<br />
Cash flow statement 55<br />
Notes to the financial statements<br />
1. Accounting policies 56<br />
2. Accounting estimates and judgements 66<br />
3. Segment information 67<br />
Notes to the income statement<br />
4. Revenue 70<br />
5. Other operating income 70<br />
6. Fees to auditors appointed at the<br />
annual general meeting 71<br />
7. Staff costs 71<br />
8. Amortisation and depreciation 72<br />
9. Amortisation of intangible assets and<br />
costs from business combinations 72<br />
10. Exceptional items 72<br />
11. Financial income 72<br />
12. Financial expenses 72<br />
13. Income taxes 73<br />
14. Earnings per share 73<br />
Notes to the balance sheet<br />
15. Intangible assets 74<br />
16. Property, plant and equipment 76<br />
17. Investments in associates 77<br />
18. Inventories 77<br />
19. Trade receivables 77<br />
20. Cash and securities 78<br />
21. Equity, treasury shares and dividends 78<br />
22. Pension obligations 79<br />
23. Other employee obligations 81<br />
24. Deferred tax 81<br />
25. Provisions for acquisitions of operations<br />
and non-controlling interests 82<br />
26. Other provisions 83<br />
27. Credit institutions 83<br />
28. Other payables 85<br />
29. Deferred income 85<br />
Notes to the cash flow statement<br />
30. Net financials 85<br />
31. Investments in subsidiaries,<br />
non-controlling interests and operations 85<br />
32. Divestments of subsidiaries,<br />
non-controlling interests and operations 88<br />
33. Dividends paid to non-controlling interests 88<br />
34. Other movements relating to shareholders 88<br />
Supplementary notes<br />
35. Contingent liabilities, contractual obligations<br />
and collateral security 89<br />
36. Financial instruments 90<br />
37. Related parties 96<br />
38. New financial reporting regulations 96<br />
39. Events after the balance sheet date 96
50 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Income statement for the year ended 31 December<br />
Note DKK million <strong>2010</strong> 2009<br />
4 Revenue 8,367 7,529<br />
5 Other operating income 70 41<br />
Total revenue 8,437 7,570<br />
Cost of sales and external assistance (1,149) (865)<br />
6 Other external costs (1,563) (1,354)<br />
7 Staff costs (4,655) (4,362)<br />
8 Amortisation and depreciation (307) (287)<br />
Total costs (7,674) (6,868)<br />
Analysed as:<br />
Operating profit before costs and amortisation from business combinations<br />
and exceptional items 839 721<br />
9 Amortisation of intangible assets and costs from business combinations (50) (19)<br />
Operating profit before exceptional items 789 702<br />
10 Exceptional items (26) -<br />
PROFIT/(LOSS) BEFORE FINANCIALS 763 702<br />
17 Income after tax from associates - (1)<br />
11 Financial income 33 52<br />
12 Financial expenses (155) (165)<br />
PROFIT BEFORE TAX 641 588<br />
13 Income taxes (183) (171)<br />
PROFIT FOR THE YEAR 458 417<br />
PROFIT ALLOCATION<br />
<strong>Falck</strong> A/S 444 402<br />
Non-controlling interests 14 15<br />
TOTAL 458 417<br />
14 EARNINGS PER SHARE<br />
Earnings per share (EPS) 4.8 4.4<br />
Diluted earnings per share (DEPS) 4.6 4.3
Statement of comprehensive income for the year ended 31 December<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 51<br />
Note DKK million <strong>2010</strong> 2009<br />
Foreign exchange differences 86 60<br />
Tax on foreign exchange differences (33) (45)<br />
Actuarial adjustment of pension provisions 2 10<br />
Tax on changes in actuarial estimates of pension provisions (1) (3)<br />
Value adjustment of currency hedging instruments 13 (25)<br />
Tax on value adjustment of currency hedging instruments (3) 6<br />
Value adjustment of interest hedging instruments 2 (27)<br />
Tax on value adjustment of interest hedging instruments (1) 7<br />
Value adjustment of available-for-sale securities 180 41<br />
Other comprehensive income 245 24<br />
Profit for the year 458 417<br />
TOTAL COmPREHENSIvE INCOmE 703 441<br />
PROFIT ALLOCATION<br />
<strong>Falck</strong> A/S 687 426<br />
Non-controlling interests 16 15<br />
TOTAL 703 441
52 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Balance sheet as at 31 December<br />
Note DKK million <strong>2010</strong> 2009<br />
Assets<br />
Goodwill 4,711 4,075<br />
Intangible assets from acquisitions 261 81<br />
Other intangible assets 97 94<br />
15 TOTAL INTANGIBLE ASSETS 5,069 4,250<br />
Land and buildings 712 726<br />
Leasehold improvements 57 56<br />
Fixtures and fittings, tools and equipment 795 812<br />
16 TOTAL PROPERTY, PLANT AND EQUIPmENT 1,564 1,594<br />
17 Investments in associates 23 3<br />
Other investments 1 -<br />
24 Deferred tax assets 75 67<br />
TOTAL FINANCIAL ASSETS 99 70<br />
TOTAL NON-CURRENT ASSETS 6,732 5,914<br />
18 Inventories 60 41<br />
19 Trade receivables 1,088 741<br />
Receivables from associates 21 -<br />
Other receivables 246 154<br />
Prepayments 131 102<br />
Receivables 1,486 997<br />
20 Securities 372 145<br />
20 Cash 439 538<br />
TOTAL CURRENT ASSETS 2,357 1,721<br />
TOTAL ASSETS 9,089 7,635
Balance sheet as at 31 December<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 53<br />
Note DKK million <strong>2010</strong> 2009<br />
Equity and liabilities<br />
Share capital 46 46<br />
Reserve for treasury shares - (8)<br />
Hedging reserve (10) (21)<br />
Currency translation reserve (11) (62)<br />
Reserve for value adjustments of available-for-sale financial assets 217 37<br />
Retained earnings 1,481 1,354<br />
EQUITY ATTRIBUTABLE TO PARENT COmPANY 1,723 1,346<br />
Non-controlling interests 65 61<br />
21 TOTAL EQUITY 1,788 1,407<br />
22 Pension obligations - 19<br />
23 Other employee obligations 32 36<br />
24 Deferred tax 280 160<br />
25 Provisions for acquisitions of operations and non-controlling interests 388 276<br />
26 Other provisions 34 11<br />
27 Credit institutions 3,159 2,969<br />
TOTAL NON-CURRENT DEBT 3,893 3,471<br />
27 Credit institutions 601 291<br />
25 Provisions for acquisitions of operations and non-controlling interests 69 10<br />
26 Other provisions 20 2<br />
Trade payables 581 400<br />
Income taxes 40 22<br />
28 Other payables 803 814<br />
29 Deferred income 1,294 1,218<br />
TOTAL CURRENT DEBT 3,408 2,757<br />
TOTAL EQUITY AND LIABILITIES 9,089 7,635
54 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Equity statement<br />
Reserve<br />
for value<br />
adjustment<br />
Reserve of available-<br />
for Currency for-sale Non-<br />
Share treasury Hedging translation financial Retained controlling Total<br />
<strong>2010</strong> DKK million capital shares reserve reserve assets earnings Total interests equity<br />
Equity at 1 January <strong>2010</strong> 46 (8) (21) (62) 37 1,354 1,346 61 1,407<br />
Equity movements in <strong>2010</strong><br />
Foreign exchange differences 84 84 2 86<br />
Value adjustment of currency hedging instruments 13 13 13<br />
Value adjustment of interest hedging instruments 2 2 2<br />
Value adjustment of available-for-sale securities 180 180 180<br />
Actuarial adjustment of pension provisions 2 2 2<br />
Tax on other comprehensive income (4) (33) (1) (38) (38)<br />
Other comprehensive income - - 11 51 180 1 243 2 245<br />
Profit for the year 444 444 14 458<br />
Total comprehensive income - - 11 51 180 445 687 16 703<br />
Reduction in non-controlling interests' ownership share - (2) (2)<br />
Increase in non-controlling interests' ownership share - 3 3<br />
Losses on divestments and acquisitions<br />
of non-controlling interests (32) (32) (32)<br />
Adjustment of provision for acquisition<br />
of non-controlling interests 5 5 5<br />
Acquisitions of treasury shares (6) (6) (6)<br />
Disposals of treasury shares 14 16 30 30<br />
Buy back of warrants (307) (307) (307)<br />
Dividend - (13) (13)<br />
Total equity movements in <strong>2010</strong> - 8 11 51 180 127 377 4 381<br />
EQUITY AT 31 DECEmBER 20010 46 - (10) (11) 217 1,481 1,723 65 1,788<br />
2009 DKK million<br />
Equity at 1 January 2009 45 (3) 18 (77) (4) 906 885 23 908<br />
Equity movements in 2009<br />
Foreign exchange differences 60 60 60<br />
Value adjustment of currency hedging instruments (25) (25) (25)<br />
Value adjustment of interest hedging 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 other comprehensive income 13 (45) (3) (35) (35)<br />
Other comprehensive income - - (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 non-controlling interests' ownership share - (1) (1)<br />
Increase in non-controlling interests' ownership share - 25 25<br />
Capital increase 1 38 39 39<br />
Acquisitions of treasury shares (5) (5) (5)<br />
Payments received for change of warrant terms 1 1 1<br />
Dividend - (1) (1)<br />
Total equity movements in 2009 1 (5) (39) 15 41 448 461 38 499<br />
EQUITY AT 31 DECEmBER 2009 46 (8) (21) (62) 37 1,354 1,346 61 1,407
Cash flow statement for the year ended 31 December<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 55<br />
Note DKK million <strong>2010</strong> 2009<br />
Total revenue 8,437 7,570<br />
Total costs (7,674) (6,868)<br />
Profit/(loss) before financials 763 702<br />
8 Amortisation, depreciation and impairment 307 287<br />
Profit/(loss) before financials and amortisation, depreciation and impairment 1,070 989<br />
Reversal of profit on divestments of non-current assets (52) (10)<br />
Change in operating assets (181) (121)<br />
Change in intercompany balance with associates (21) -<br />
Change in operating payables 89 504<br />
Change in provisions (21) (4)<br />
Cash flow from operating activities before financials and tax 884 1,358<br />
30 Net financials (143) (129)<br />
13 Income taxes paid (195) (166)<br />
CASH FLOW FROm OPERATING ACTIvITIES 546 1,063<br />
31 Investments in subsidiaries, non-controlling interests and operations (648) (119)<br />
Cash flows from hedging of net investments (25) 33<br />
32 Divestments of subsidiaries, non-controlling interests and operations 10 13<br />
Investments in/sale of other shares and securities (45) (28)<br />
Investments in intangible assets (27) (43)<br />
Investments in property, plant and equipment (374) (293)<br />
Sale of property, plant and equipment 289 74<br />
Investments in associates (12) -<br />
CASH FLOW FROm INvESTING ACTIvITIES (832) (363)<br />
33 Dividends paid to non-controlling interests (29) (10)<br />
34 Other movements relating to shareholders (283) 35<br />
Interest-bearing debt raised 777 -<br />
Repayment of and change in interest-bearing debt (299) (553)<br />
CASH FLOW FROm FINANCING ACTIvITIES 166 (528)<br />
Change in cash (120) 172<br />
Cash at beginning of year 538 356<br />
Foreign exchange differences relating to cash 21 10<br />
CASH AT YEAR-END 439 538
56 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies<br />
The annual report for the year ended 31 December <strong>2010</strong><br />
includes both the consolidated financial statements of <strong>Falck</strong><br />
A/S and its subsidiaries (the Group) and the separate financial<br />
statements of the parent company.<br />
The annual report of <strong>Falck</strong> A/S is presented in accordance with<br />
International Financial <strong>Report</strong>ing Standards (IFRS) as adopted<br />
by the EU and additional Danish disclosure requirements for<br />
annual reports for accounting class C large, cf. the IFRS Order<br />
issued pursuant to the Danish Companies Act. The annual<br />
report also complies with the International Financial <strong>Report</strong>ing<br />
Standards as issued by the IASB.<br />
The Board of Directors and the Executive Management Board<br />
considered and approved the annual report for <strong>2010</strong> of <strong>Falck</strong><br />
A/S on 15 March 2011. The annual report will be submitted<br />
to the shareholders of <strong>Falck</strong> A/S for adoption at the annual<br />
general meeting to be held on 29 April 2011.<br />
The annual report has been prepared under the historical cost<br />
convention, except that the following assets and liabilities are<br />
measured at fair value: derivative financial instruments and<br />
financial instruments at fair value.<br />
The annual report is presented in DKK rounded to the nearest<br />
million.<br />
NEW FINANCIAL REPORTING REGULATIONS<br />
The following standards and interpretations have been implemented<br />
effective for financial years beginning on or after 1<br />
January <strong>2010</strong>:<br />
• IFRS 3 Business Combinations (revised 2008)<br />
• IAS 27 Consolidated and Separate Financial Statements<br />
(revised 2008)<br />
• Amendments to IAS 32 Financial Instruments: Presentation;<br />
IAS 39 Financial Instruments: Recognition and Measurement;<br />
IFRIC 9 Reassessment of Embedded Derivatives:<br />
Presentation; and amendments to IAS 39 Eligible Hedged<br />
Items, eligable for hedge accounting<br />
• IFRIC 17 Distributions of Non-cash Assets to Owners.<br />
• Amendments to IFRS 2 Group Share-based Payment Transactions<br />
• Improvements to IFRS standards April 2009<br />
• IFRIC 18 Transfers of Assets from Customers<br />
For the <strong>Falck</strong> A/S Group, IFRS 3 (2008) and IAS 27 (2007) will<br />
apply to transactions completed on or after 1 January <strong>2010</strong>.<br />
The standards include a number of new provisions, the most<br />
important being:<br />
• Alternative methods of recognition of goodwill related to<br />
non-controlling interests’ share of an acquiree. The election<br />
is made on a transaction-by-transaction basis.<br />
• Acquisition costs and changes in contingent consideration<br />
(earn-outs) are recognised directly in the income statement.<br />
• Specification of requirements of separate recognition of<br />
acquired intangible assets.<br />
• Step acquisitions result in revaluation to fair value in the<br />
income statement of the investment already held.<br />
• Gains/losses on the divestment of investments resulting in<br />
a loss of control are recognised in the income statement.<br />
At the same time, any retained investment in the operation<br />
must be remeasured at fair value through profit or loss.<br />
• Acquisitions/divestments of non-controlling interests without<br />
loss of control are recognised directly in equity.<br />
• Revaluation of obligations to acquire non-controlling interests<br />
in connection with business combinations are recognised<br />
in equity.<br />
With the exception of the implementation of IFRS 3 Business<br />
Combinations, and IAS 27 Consolidated and Separate Financial<br />
Statements, the implementation of these financial reporting<br />
standards, improvements and interpretations has not affected<br />
recognition and measurement in <strong>2010</strong>. The effect of IFRS 3<br />
and IAS 27 was a reduction of profit for the year by DKK 22<br />
million and a reduction of equity and balance sheet (goodwill)<br />
by DKK 49 million and diluted earnings per share by DKK 0.2.<br />
The accounting policies set out below have been consistently<br />
applied to the financial year and the comparative figures.<br />
BASIS OF CONSOLIDATION<br />
Group and subsidiaries<br />
The Group financial statements consolidate the accounts of<br />
the parent company, <strong>Falck</strong> A/S, and the subsidiaries in which<br />
<strong>Falck</strong> A/S directly or indirectly holds a majority of the votes or<br />
in any other way exercises a controlling interest. In assessing<br />
control, potential voting rights that are exercisable as of the<br />
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> A/S and subsidiaries by adding<br />
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.
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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 non-controlling<br />
interests in subsidiaries that are not fully controlled are<br />
included in the consolidated profit and equity and stated as<br />
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 controlling more than 20%, but less than 50%, of the voting<br />
rights.<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<br />
income 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 acquisition method. Identifiable assets, liabilities<br />
and contingent liabilities of acquirees are stated at their fair<br />
value at the date of acquisition. Identifiable intangible assets<br />
are recognised if they are separable or derive from a contractual<br />
right. Deferred tax on revaluations is recognised.<br />
The acquisition date is the date on which the Group obtains<br />
control of the acquiree.<br />
Any positive difference between the consideration and the value<br />
of non-controlling interests in the acquiree and the fair value<br />
of the previously held interests in the acquiree, on the one<br />
hand, and the fair value of the identifiable assets, liabilities<br />
and contingent liabilities, on the other hand, is recognised in<br />
the balance sheet as goodwill. Goodwill is not amortised, but<br />
is tested for impairment at least once a year. On acquisition,<br />
goodwill is allocated to the cash-generating units which will<br />
subsequently form the basis for future impairment tests. Any<br />
goodwill arising and any fair value adjustments made on the<br />
acquisition of a foreign company whose functional currency is<br />
not the same as the presentation currency used by the Group<br />
are treated as assets and liabilities of the foreign company and<br />
are translated on initial recognition to the foreign company’s<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 57<br />
functional currency at the exchange rate ruling at the transaction<br />
date. Any negative difference is recognised in the income<br />
statement on the date of acquisition.<br />
The consideration in a business combination consists of the<br />
fair value of the agreed purchase price. For business combinations<br />
in which the agreement includes a provision on<br />
adjustment of the consideration conditional on future events<br />
(earn-out), the fair value of this part of the consideration is<br />
recognised at the date of acquisition. Any changes in the fair<br />
value of the contingent consideration after initial recognition<br />
are recognised in the income statement. Put options issued in<br />
connection with acquisitions, the value of which is contingent<br />
on future events, are recognised as part of the consideration<br />
at the date of acquisition. The put options issued are subsequently<br />
measured at fair value. Any changes in the fair value of<br />
the issued put options after initial recognition are recognised<br />
in equity. Acquisition costs directly attributable to the acquisition<br />
are recognised in the income statement.<br />
Adjustments of liabilities in connection with contingent consideration<br />
and issued put options, the value of which is conditional<br />
on future events relating to business combinations with<br />
an acquisition date prior to 1 January <strong>2010</strong>, will continue to be<br />
recognised in accordance with IFRS 3 (2004), i.e. adjustments<br />
are recognised in goodwill until the conditions have been met<br />
or the issued put options are exercised.<br />
If uncertainties regarding the measurement of acquired identifiable<br />
assets, liabilities, contingent liabilities or the consideration<br />
for the business combination exist at the acquisition date,<br />
initial recognition takes place on the basis of preliminary fair<br />
values. If identifiable assets, liabilities, contingent liabilities<br />
and the consideration for the business combination are subsequently<br />
determined to have had a different fair value at the<br />
acquisition date than first assumed, goodwill is adjusted until<br />
12 months after the acquisition date. The effect of the adjustments<br />
is recognised in the opening equity, and the comparative<br />
figures are restated accordingly. Goodwill is not adjusted<br />
subsequently except in the event of material errors.<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<br />
up costs. In addition, any retained non-controlling interests<br />
are measured at fair value. Gains or losses on the divestment<br />
or winding up of subsidiaries and associates and the effect of<br />
renewed measurement of any non-controlling interests are<br />
recognised in the income statement.
58 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<br />
Non-controlling interests<br />
On initial recognition, non-controlling interests are measured<br />
either at fair value (including the fair value of goodwill related<br />
to non-controlling interests in the acquiree) or as non-controlling<br />
interests’ share of the acquiree’s identifiable assets,<br />
liabilities and contingent liabilities measured at fair value<br />
(excluding the fair value of goodwill related to non-controlling<br />
interests’ share of the acquiree). The basis of measurement<br />
of non-controlling interests is chosen on a transaction-bytransaction<br />
basis.<br />
Acquisition and divestment of non-controlling interests<br />
Any increase and reduction of non-controlling interests is<br />
accounted for as transactions with owners in their capacity as<br />
owners. As a consequence of this, any differences between<br />
the adjustment to the carrying amount of non-controlling<br />
interests and the fair value of the consideration received or<br />
paid is recognised directly in equity.<br />
When put options are issued as part of the consideration for<br />
business combinations, the non-controlling interests receiving<br />
put options are considered to have been redeemed on the<br />
acquisition date. The non-controlling interests are removed<br />
and a liability is recognised at fair value on initial measurement.<br />
The fair value is determined as the present value of the<br />
exercise price of the option. The subsequent measurement<br />
is at fair value with recognition in equity of value changes as<br />
they arise.<br />
Issued put options related to business combinations with an<br />
acquisition date prior to 1 January <strong>2010</strong> will continue to be<br />
recognised in accordance with IFRS 3 (2004), i.e. subsequent<br />
measurement takes place at amortised cost with recognition<br />
of interest expenses in the income statement and value<br />
changes in goodwill as they arise. Any subsequent dividend<br />
payments to option holders are recognised as a financial<br />
expense in the income statement in the cases where the option<br />
price is independent of the dividend payment. Dividend<br />
payments are included in the determination of the cost of the<br />
put options in cases where the option price is adjusted for<br />
dividend payments received.<br />
FOREIGN CURRENCY TRANSLATION<br />
A functional currency is determined for each of the reporting<br />
entities of 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 />
On initial recognition, transactions denominated in foreign<br />
currencies are translated to the functional currency at the<br />
exchange rates ruling at the transaction date. Exchange differences<br />
arising between the exchange rate ruling at the transaction<br />
date and the exchange rate ruling at the date of actual<br />
payment are recognised in the income statement under<br />
financial income or financial expenses.<br />
Receivables, payables and other monetary items denominated<br />
in foreign currency are translated into the functional currency<br />
at the exchange rate ruling at the balance sheet date. The<br />
difference between the exchange rate ruling at the balance<br />
sheet date and the exchange rate ruling at the date when<br />
the receivable or payable arose or the exchange rate applied<br />
in the most recent financial statements is recognised in the<br />
income statement under financial items.<br />
The income statements of foreign subsidiaries are translated<br />
at the exchange rates ruling at the transaction dates, and the<br />
balance sheet is translated at the exchange rates ruling at the<br />
balance sheet date. An average exchange rate for the month is<br />
used as the exchange rate ruling at the transaction date to the<br />
extent that this does not significantly change the presentation<br />
of the underlying transactions. Exchange differences arising<br />
on the translation of the equity of foreign subsidiaries at the<br />
beginning of the year to the exchange rates ruling at the balance<br />
sheet date and on the translation of income statements<br />
from the exchange rate ruling at the transaction date to the<br />
exchange rate ruling at the balance sheet date are recognised<br />
directly in other comprehensive income and are classified in<br />
equity in a separate currency translation reserve. Exchange differences<br />
are allocated between the parent company’s and the<br />
non-controlling interests shares of equity.<br />
Foreign exchange adjustments of balances that are considered<br />
part of the overall net investment in companies with<br />
functional currencies other than DKK are recognised in the<br />
consolidated financial statements directly in other comprehensive<br />
income and classified in equity in a separate currency<br />
translation reserve. Similarly, exchange gains and losses on the<br />
part of loans and derivative financial instruments effectively<br />
hedging the net investment in such companies and which effectively<br />
hedge against corresponding exchange gains/losses<br />
on the net investment in the company are recognised directly<br />
in other comprehensive income and are classified in equity in<br />
a separate currency translation reserve.<br />
On recognition in the consolidated financial statements<br />
of associates with a functional currency other than Danish<br />
kroner, the share of results for the year is translated at average<br />
exchange rates, and the share of equity including goodwill is<br />
translated at the exchange rates ruling at the balance sheet<br />
date. Exchange adjustments arising on the translation of the<br />
share of the opening equity of foreign associates at exchange
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<br />
rates ruling at the balance sheet date and on the translation<br />
of the share of results for the year from average exchange<br />
rates to exchange rates ruling at the balance sheet date are<br />
recognised directly in other comprehensive income and are<br />
classified in equity in a separate currency translation reserve.<br />
On the divestment of wholly-owned foreign entities, foreign<br />
exchange adjustments accumulated in equity via other comprehensive<br />
income and which can be attributed to entities<br />
are reclassified from the “Currency translation reserve” to<br />
the income statement together with any gain or loss on the<br />
divestment.<br />
On the divestment of partially owned foreign subsidiaries,<br />
the part of the currency translation reserve that relates to<br />
non-controlling interests is not recognised in the income<br />
statement.<br />
On partial divestment of foreign subsidiaries without giving<br />
up control, a proportionate share of the currency translation<br />
reserve is transferred from the parent company shareholders’<br />
to the non-controlling shareholders’ share of equity.<br />
On partial divestment of associates and joint ventures, the<br />
proportionate share of the accumulated currency translation<br />
reserve is reclassified from equity to the income statement.<br />
Any repayment of intercompany balances that are considered<br />
part of the net investment is not considered, in itself, a partial<br />
divestment of subsidiaries.<br />
DERIvATIvE FINANCIAL INSTRUmENTS<br />
Derivative financial instruments are recognised from the trade<br />
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 />
The fair value of derivative financial instruments is determined<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 recognised<br />
in the balance sheet at the time they are entered into and are<br />
measured at fair value at the balance sheet date. Exchange<br />
gains and losses are recognised directly in equity as a separate<br />
hedging reserve.<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 59<br />
Fair value hedges<br />
Derivative financial instruments entered into in order to hedge<br />
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<br />
instruments designated as and qualifying for hedging of<br />
future cash flows, and which effectively hedge changes in the<br />
value 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 gains<br />
or losses regarding hedging transactions are, however, transferred<br />
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 straight-line 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.
60 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<br />
Revenue is measured at the fair value of the agreed consideration<br />
excluding VAT and other taxes collected on behalf of third<br />
parties. All discounts granted are recognised in revenue.<br />
Other operating income represents revenue of a secondary<br />
nature relative to the Group’s principal activities, such as gains<br />
on the sale of assets 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<br />
administrative 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 cashgenerating<br />
unit.<br />
Exceptional items represent material items of a non-recurring<br />
nature that are not directly attributable to the Group’s ordinary<br />
activities.<br />
Income from investments in associates in the consolidated<br />
financial statements represents the proportionate share of<br />
the results after tax in the associates, made up according to<br />
the Group’s accounting policies and after elimination of the<br />
proportionate share of intra-group profits/losses.<br />
Dividend from Group companies is recognised in the parent<br />
company’s income statement in the financial year in which<br />
the dividend is declared. An impairment test is made if more<br />
than the period’s comprehensive income in subsidiaries and<br />
associates is distributed in the period in which the dividend is<br />
declared.<br />
Financials represent interest receivable and payable, realised<br />
and unrealised capital gains and losses and amortisation<br />
related to financial assets and liabilities. Dividends to capital<br />
holders who have received put options in connection with<br />
business combinations are recognised as a financial expense<br />
in the cases where the option price is independent of dividend<br />
payments. Financials are recognised at the amounts related to<br />
the year. Furthermore, realised and unrealised gains and losses<br />
on derivative financial instruments which cannot be classified<br />
as hedging arrangements are included.<br />
INCOmE TAXES<br />
Tax on the profit for the year represents corporation tax<br />
payable and changes in deferred tax. Tax for the year that is<br />
attributable to amounts recognised in other comprehensive<br />
income is recognised in other comprehensive income.<br />
Joint taxation<br />
The parent company is taxed jointly with its domestic subsidiaries.<br />
Corporation tax for the jointly taxed Danish companies<br />
is allocated according to the taxable income of these<br />
companies.<br />
<strong>Falck</strong> A/S is the management company for the national joint<br />
taxation and consequently settles all payments of income<br />
taxes with the tax authorities in respect of the jointly taxed<br />
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 the<br />
accounting and tax value of assets and liabilities.<br />
Deferred tax is not recognised on goodwill that is not tax<br />
deductible, and deferred tax is not recognised on undistributed<br />
profits in subsidiaries and timing differences that arose<br />
at the time of recognition in the balance sheet other than for<br />
acquisitions if such differences will not affect profit or taxable<br />
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<br />
at 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.<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.
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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 />
BALANCE SHEET<br />
NON-CURRENT ASSETS IN GENERAL<br />
Intangible assets and property, plant and equipment, except<br />
for goodwill and other intangible assets with indefinable<br />
useful lives, are measured at cost less accumulated straightline<br />
amortisation and depreciation and impairment losses.<br />
Goodwill and intangible assets with indefinable useful lives are<br />
measured at cost less accumulated impairment losses. Amortisation,<br />
depreciation and impairment losses are recognised in<br />
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 scrap value is determined at the date of acquisition and<br />
revalued each year. Where the scrap value exceeds the carrying<br />
amount, the property ceases to be depreciated.<br />
If the amortisation or depreciation period or the scrap value<br />
is 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<br />
the item and restoring the site on which it is located, if the<br />
costs meet the definition of a liability. Cost further includes<br />
borrowing costs from specific and general borrowings directly<br />
relating to the acquisition, construction or development of<br />
the individual 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<br />
of 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, discounted<br />
by using a pre-tax discount rate that reflects current<br />
market assessments of the time value of money and the risks<br />
specific to the assets.<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 61<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 />
In addition, for goodwill and other intangible assets with indefinable<br />
useful lives, impairment tests are performed at each<br />
balance sheet date, regardless of whether there are any indications<br />
of impairment. For acquisitions, the first impairment test<br />
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 />
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<br />
depreciation 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 ten years.<br />
Leasehold improvements are depreciated on a straight-line basis<br />
over the term of the lease.
62 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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<br />
systems and networks 8<br />
Other IT equipment 3-5<br />
Fire extinguishers and similar equipment<br />
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<br />
inception of the lease.<br />
Assets held under finance leases are depreciated over the useful<br />
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 in<br />
the income statement as other operating income or external<br />
expenses respectively.<br />
Financial assets<br />
Investments in subsidiaries and associates in the parent company’s<br />
financial statements are measured at cost less any<br />
impairment losses. Where the carrying amount exceeds the<br />
recoverable amount, the investments are written down to this<br />
lower 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<br />
impaired. Associates with negative equity value are measured<br />
at zero value. If the Group has a legal or constructive obligation<br />
to cover the associate’s negative balance, such obligation<br />
is recognised under liabilities. Receivables from associates are<br />
measured at amortised cost. Provision is made for bad debts.<br />
CURRENT ASSETS<br />
Inventories<br />
Goods purchased for resale and assistive aids are measured at<br />
cost using the FIFO method.<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<br />
for bad debts. The provision is made individually and on a<br />
portfolio level. If there is an objective indication that an individual<br />
receivable may be impaired, a write-down is made on<br />
an individual level. In the event there is no objective indication<br />
of individual impairment, receivables are tested for objective<br />
indications of impairment on a portfolio level.<br />
Impairment losses are calculated as the difference between<br />
the carrying amount and the present value of expected<br />
future cash flows, including realisable values of any collateral<br />
provided.<br />
Prepayments<br />
Prepayments comprise prepaid costs, which are measured at<br />
amortised cost.<br />
Securities<br />
Listed securities and unlisted securities, which are currently all<br />
classified as available for sale, are recognised under current assets<br />
at fair value, corresponding to the officially quoted price<br />
of listed securities and estimated fair values based on current<br />
market data and recognised valuation methods for unlisted<br />
securities. Unrealised fair value adjustments are recognised<br />
directly in equity, except for impairment losses, which are<br />
recognised in the income statement under financials. On<br />
realisation, the accumulated fair value adjustment recognised<br />
in equity is transferred to financials in the income statement.<br />
EQUITY<br />
Dividend<br />
Dividend that has been finally adopted is recognised as a<br />
liability. Dividend expected to be paid in respect of the year is<br />
recognised as a separate line item under equity.
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<br />
Hedging reserve<br />
Hedging 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 transactions<br />
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<br />
of financial statements for entities which have a functional<br />
currency other than Danish kroner and foreign exchange adjustments<br />
relating to financial assets and liabilities representing<br />
a part of the Group’s net investment in such entities are<br />
recognised 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 of available-for-sale<br />
financial assets<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,<br />
is dissolved and transferred to the income statement as the<br />
investment 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<br />
treasury shares are recognised directly in retained earnings<br />
under equity.<br />
Gains and losses on the sale of treasury shares are recognised<br />
in reserve for treasury shares.<br />
Non-controlling interests<br />
The proportionate shares of the profits and equity of subsidiaries<br />
attributable to non-controlling interests are recognised<br />
as a separate item under equity. On initial recognition, noncontrolling<br />
interests are stated as described under “Business<br />
combinations” above. Put options issued as part of the<br />
consideration for business combinations are recognised as<br />
described under “Acquisition and divestment of non-controlling<br />
interests” above.<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 />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 63<br />
Pension obligations<br />
Most of the Group's pension agreements are defined-contribution<br />
plans under which payments are made to external pension<br />
institutions. Contributions to such plans are recognised in<br />
the income statement in the period in which they are earned<br />
by the employees, and outstanding payments are included in<br />
the balance sheet under other payables.<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<br />
defined-benefit plans. The present value is calculated on the<br />
basis of assumptions regarding the future developments in<br />
the wage/salary level as well as interest, inflation and mortality<br />
rates in the countries where such plans exist. The present<br />
value is calculated only for benefits to which the employees<br />
have already earned the right during their employment with<br />
the 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<br />
actuarial assumptions and differences between actuarial assumptions<br />
and what has actually occurred. Actuarial gains and<br />
losses are recognised directly in other comprehensive income.<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 the<br />
year, including expected service cost, interest cost, expected<br />
return on plan assets and past service cost. The past service<br />
cost for the enhancement of pension benefits is accounted for<br />
when such benefits vest or become a constructive obligation.<br />
Interest from pension assets and liabilities is recognised under<br />
financials.
64 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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<br />
on the balance sheet date and has been announced to the<br />
parties involved. In connection with acquisitions, provisions<br />
for restructuring costs are only included in the computation of<br />
goodwill if an obligation exists for the entity acquired as of the<br />
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<br />
provision is made corresponding to the present value of the<br />
expected 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 of<br />
the present value over time is recognised in the income statement<br />
under financial expenses.<br />
Financial liabilities<br />
Debt to credit institutions is recognised at the raising of a loan<br />
as the proceeds received less transaction costs. In subsequent<br />
periods, financial liabilities are measured at amortised cost.<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<br />
disclosed as contingent liabilities.<br />
Lease payments concerning operating leases are recognised in<br />
the income statement on a straight-line basis over the term of<br />
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, the<br />
cash flow from investing activities, the cash flow from financing<br />
activities and cash and securities at the beginning and end<br />
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<br />
operating 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 companies, non-controlling<br />
interests and operations and the purchase and sale of<br />
intangible assets, property, plant and equipment and other<br />
non-current assets and the purchase and sale of securities not<br />
included in cash and cash equivalents.<br />
Entering into a finance lease is considered a non-cash transaction.
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<br />
Cash flows from financing activities<br />
Cash flows from financing activities include cash flows from<br />
changes in share capital and related costs, purchases and sales<br />
of 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<br />
recognised as payment of interest and repayment of debt.<br />
Cash and cash equivalents<br />
Cash and cash equivalents comprise cash and short-term marketable<br />
securities with a term of three months or less which<br />
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 />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 65<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 current<br />
assets used directly in the operation of the segment, including<br />
inventories, trade receivables, other receivables, prepaid<br />
expenses and cash.<br />
FINANCIAL RATIOS<br />
For definitions of financial ratios, see page 119.
66 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
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<br />
incomplete 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<br />
the calculation of, inter alia, depreciation, amortisation and<br />
impairment losses, pensions and similar liabilities, provisions,<br />
the determination of fair values, share-based compensation as<br />
well as contingent liabilities and assets.<br />
Amortisation and depreciation periods and scrap values<br />
In the determination of the carrying amount of intangible<br />
assets and property, plant and equipment, estimates are<br />
required of the estimated economic lives of the assets and of<br />
scrap values.<br />
Goodwill impairment test<br />
In the annual goodwill impairment test or in case of any<br />
indication of an impairment requirement, an assessment is<br />
made 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 15 to the consolidated financial statements.<br />
Provisions for acquisition of non-controlling interests<br />
In the determination of the fair value of issued put options<br />
under which the Group assumes an obligation to buy shares<br />
in subsidiaries held by non-controlling shareholders, Management<br />
makes certain estimates, including of the future<br />
financial performance of the subsidiaries, the probability that<br />
the option holders exercise their right to sell and the time<br />
of exercise. These factors are of material importance to the<br />
determination of the fair value, which is therefore subject to<br />
uncertainty.<br />
Purchase price allocation in business combinations<br />
In connection with the allocation of the purchase price in business<br />
combinations, a determination is made of the fair values<br />
of the assets and liabilities acquired. As this determination<br />
is based on expected future cash flows related to the assets<br />
and liabilities acquired, the realisation of such cash flows as anticipated<br />
is subject to an inherent uncertainty. In accordance<br />
with IFRS 3, the allocation of the purchase price in business<br />
combinations may be adjusted for up to 12 months from the<br />
date of acquisition.
Notes to the Group financial statements<br />
Note<br />
3 Segment information<br />
Business areas<br />
<strong>Falck</strong>'s reporting segments are its four independent business<br />
areas, Assistance, Emergency, Healthcare and Training, which<br />
sell various services.<br />
Assistance provides services within the areas car, home/<br />
building, travel and healthcare. The services are mostly based<br />
on subscriptions and the objective is to give assurance to<br />
subscribers. In addition, <strong>Falck</strong> provides assistance within the<br />
field of preventive training and consulting on safety, security<br />
and environmental issues.<br />
Emergency mainly consists of ambulance services in most of<br />
Europe and, at year end <strong>2010</strong>, North and South America, and<br />
furthermore provides training of ambulance staff and first-aid<br />
training for non-professionals. Moreover, <strong>Falck</strong> operates fire<br />
services and provides consulting on fire technical challenges.<br />
Furthermore, <strong>Falck</strong> offers large industrial businesses to assume<br />
responsibility for their fire and emergency services through<br />
outsourcing and offers fire services by way of fire and emergency<br />
services to industrial and public-sector customers.<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 67<br />
Healthcare provides interdisciplinary treatment involving services<br />
such as physiotherapy, chiropractics, massage therapy<br />
and zone therapy, psychological crisis therapy; assistance in<br />
connection with sickness absence; staffing services for the<br />
healthcare sector as well as for medical and health clinics.<br />
Training is the leading provider worldwide of rescue and<br />
safety courses as well as other safety services, especially for<br />
the offshore industry and the maritime sector. The chemical<br />
industry, the aviation industry and the armed forces also use<br />
<strong>Falck</strong>'s competencies.<br />
The accounting policies of all business areas are identical to<br />
those described in the accounting policy note to the financial<br />
statements. The performance of the business areas is evaluated<br />
on the basis of operating profit before costs and amortisation<br />
from business combinations and exceptional items.<br />
Revenue and other transactions within and between business<br />
areas are accounted for as if they had taken place with third<br />
parties in accordance with <strong>Falck</strong>'s rules on transfer pricing and<br />
internal settlement.
68 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
3 Segment information (continued)<br />
Elimination<br />
and non-<br />
allocated<br />
Business areas <strong>2010</strong> Assistance Emergency Healthcare Training items Total<br />
KEY RATIOS<br />
Operating margin (%) 1) 10.9 6.8 6.3 14.8 10.0<br />
INCOmE STATEmENT<br />
Revenue 2,470 4,834 1,196 958 (1,091) 8,367<br />
Operating profit before amortisation<br />
and depreciation 280 508 96 188 (2) 1,070<br />
Amortisation and depreciation (22) (204) (26) (55) (307)<br />
Profit before financials 258 304 70 133 (2) 763<br />
Analysed as follows:<br />
Operating profit before costs and<br />
amortisation from business combinations<br />
and exceptional items 269 329 75 142 24 839<br />
Amortisation of intangible assets<br />
and costs from business combinations (11) (25) (5) (9) - (50)<br />
Operating profit before exceptional items 258 304 70 133 24 789<br />
Exceptional items - - - - (26) (26)<br />
Profit before financials 258 304 70 133 (2) 763<br />
Financials, etc. (122) (122)<br />
Profit before tax 641 641<br />
Income taxes (183) (183)<br />
Profit for the year 458 458<br />
BALANCE SHEET<br />
Total assets 2,572 3,875 1,071 1,750 (179) 9,089<br />
Net investments in intangible assets,<br />
property, plant and equipment 49 33 11 41 (22) 112<br />
1) Operating profit before costs and amortisation from business combinations and exceptional items as a percentage of revenue.
Notes to the Group financial statements<br />
Note DKK million<br />
3 Segment information (continued)<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 69<br />
Elimination<br />
and non-<br />
allocated<br />
Business areas 2009 Assistance Emergency Healthcare Training items Total<br />
KEY RATIOS<br />
Operating margin (%) 1) 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 />
Operating profit before amortisation<br />
and depreciation 342 410 74 163 989<br />
Amortisation and depreciation (15) (196) (29) (47) (287)<br />
Profit before financials 327 214 45 116 702<br />
Analysed as follows:<br />
Operating profit before costs and<br />
amortisation from business combinations<br />
and exceptional items 327 221 49 124 721<br />
Amortisation of intangible assets<br />
from acquisitions - (7) (4) (8) (19)<br />
Operating profit before exceptional items 327 214 45 116 702<br />
Exceptional items - - - - -<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 />
BALANCE 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 />
1) Operating profit before costs and amortisation from business combinations and exceptional items as a percentage of revenue.
70 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2010</strong> 2009<br />
3 Segment information (continued)<br />
Non-current Non-current<br />
assets assets<br />
excluding excluding<br />
deferred deferred<br />
Geographic breakdown Revenue tax assets Revenue tax assets<br />
Denmark 5,292 4,075 4,928 4,218<br />
Nordic region 1,541 773 1,233 571<br />
Europe 1,087 596 1,040 524<br />
Rest of the world 447 1,213 328 523<br />
Total 8,367 6,657 7,529 5,836<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, Turkey 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, Russia, India and the United States.<br />
Note DKK million <strong>2010</strong> 2009<br />
4 Revenue<br />
Services 8,318 7,464<br />
Products 49 65<br />
Total revenue 8,367 7,529<br />
5 Other operating income<br />
Gain on sales of assets 52 8<br />
Other operating income 18 33<br />
Total other operating income 70 41<br />
Other operating income relates mainly to rent from premises.
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 71<br />
Note DKK million <strong>2010</strong> 2009<br />
6 Fees to auditors appointed at the annual general meeting<br />
KPmG<br />
Audit (6) (5)<br />
Other assurance engagements - (1)<br />
Tax advisory services (2) (3)<br />
Preparation of a potential IPO (8) -<br />
Other services (2) (1)<br />
Total fees (18) (10)<br />
7 Staff costs<br />
Salaries and wages to employees (3,771) (3,544)<br />
Ordinary remuneration to the Executive Management Board (10) (8)<br />
Remuneration to the Executive Management Board relating to preparation of a potential IPO (7) -<br />
Remuneration to the Board of Directors (2) (1)<br />
Total (3,790) (3,553)<br />
Of which reinvoiced 3 -<br />
Total salaries and remuneration (3,787) (3,553)<br />
Defined-contribution pension plans (255) (245)<br />
Defined-benefit pension plans 18 (9)<br />
Other social security costs (330) (282)<br />
Other staff costs (301) (273)<br />
Total other staff costs (868) (809)<br />
Total staff costs (4,655) (4,362)<br />
Number of full-time employees 14,352 12,258<br />
Number of part-time employees 4,791 4,199<br />
The rate of increase in remuneration to the Executive Management Board excluding bonus<br />
was 2% in <strong>2010</strong> (2009: 0%).<br />
Remuneration to the Executive Management Board includes pension contributions of - 1<br />
The service contracts for the members of the Executive Management Board include severance<br />
periods which, in the case of resignation by an executive, are 6 months and, in the case of<br />
termination by the company, are 12 months.<br />
Warrant programme, Executive management Board<br />
Number of warrants at 1 January 4,443,120 4,443,120<br />
Buy back in the period. See note 21 (4,443,120) -<br />
Number of warrants at 31 December - 4,443,120<br />
At the extraordinary general meeting held on 25 February 2011, the Board of Directors was authorised to establish a new warrant<br />
programme. At the Board meeting held on 15 March 2011, the Board of Directors adopted a resolution to establish a new warrant<br />
programme for the Executive Management Board. The new warrant programme comprises 4,443,120 warrants. Each warrant entitles<br />
the holder to subscribe for one share with a nominal value of DKK 0.50 on 30 December 2015 at a price of DKK 125 per share. The warrants<br />
issued were acquired at market value, equivalent to DKK 11 million, and there are no conditions attached to the acquisition of the<br />
warrants.
72 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2010</strong> 2009<br />
8 Amortisation and depreciation<br />
Intangible assets from acquisitions (27) (19)<br />
Other intangible assets (28) (27)<br />
Land and buildings (36) (30)<br />
Leasehold improvements (10) (10)<br />
Fixtures and fittings, tools and equipment (206) (201)<br />
Total amortisation and depreciation (307) (287)<br />
9 Amortisation of intangible assets<br />
and costs from business combinations<br />
Amortisation of intangible assets from acquisitions (27) (19)<br />
Costs from business combinations (23) -<br />
Total amortisation of intangible assets and costs from business combinations (50) (19)<br />
10 Exceptional items<br />
Costs related to preparation of a potential IPO (26) -<br />
Total exceptional items (26) -<br />
11 Financial income<br />
Foreign exchange gains 21 37<br />
Interest from cash 6 9<br />
Interest from securities 1 3<br />
Other financial income 5 3<br />
Total financial income 33 52<br />
12 Financial expenses<br />
Foreign exchange losses (14) (7)<br />
Losses on securities - (1)<br />
Interest to credit institutions (119) (138)<br />
Interest element on discounted liabilities (12) (9)<br />
Other financial expenses (10) (10)<br />
Total financial expenses (155) (165)
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 73<br />
Note DKK million <strong>2010</strong> 2009<br />
13 Income taxes<br />
Current tax (184) (195)<br />
Change in deferred tax for the year (1) 28<br />
Prior-year adjustments 2 (4)<br />
Total income taxes (183) (171)<br />
Tax on other comprehensive income (38) (35)<br />
Total tax (221) (206)<br />
Income taxes paid during the year (195) (166)<br />
Breakdown of tax rate:<br />
Total income taxes (183) (171)<br />
Tax base for current tax 641 588<br />
Effective tax rate 28.6% 29.0%<br />
Reconciliation of tax rate:<br />
Danish tax rate 25.0% 25.0%<br />
Differences in foreign tax rates relative to Danish rate 0.4% 0.5%<br />
Group weighted average tax rate 25.4% 25.5%<br />
Non-deductible costs/(tax-exempt income) 2.8% 0.5%<br />
Current year's non-capitalised tax losses 0.3% 2.0%<br />
Utilisation of non-capitalised tax losses (0.4%) (0.5%)<br />
Other adjustments including adjustments relating to prior years 0.5% 1.5%<br />
Effective tax rate 28.6% 29.0%<br />
14 Earnings per share<br />
Profit for the year 458 417<br />
Profit attributable to non-controlling interests 14 15<br />
Profit attributable to the <strong>Falck</strong> Group 444 402<br />
Average number of shares 92,786,800 91,522,851<br />
Average number of treasury shares 268,079 140,102<br />
Average number of outstanding shares 92,518,721 91,382,749<br />
Average dilutive effect of outstanding warrants 3,553,820 1,119,812<br />
Diluted average number of outstanding shares 96,072,541 92,502,561<br />
Earnings per share (EPS) of DKK 0.50 4.8 4.4<br />
Diluted earnings per share (DEPS) of DKK 0,50 4.6 4.3
74 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
15 Intangible assets<br />
Intangible<br />
assets Other<br />
from intangible<br />
<strong>2010</strong> Goodwill acquisitions assets Total<br />
Cost at 1 January <strong>2010</strong> 4,075 127 169 4,371<br />
Foreign exchange differences 91 12 3 106<br />
Additions on acquisitions 575 197 1 773<br />
Additions - - 27 27<br />
Revaluation of put options and earn-outs (30) - - (30)<br />
Disposals and reclassification - - (30) (30)<br />
Cost at 31 December <strong>2010</strong> 4,711 336 170 5,217<br />
Amortisation and impairment at 1 January <strong>2010</strong> - (46) (75) (121)<br />
Foreign exchange differences - (2) (2) (4)<br />
Disposals and reclassification - - 32 32<br />
Amortisation - (27) (28) (55)<br />
Amortisation and impairment at 31 December <strong>2010</strong> - (75) (73) (148)<br />
Carrying amount at 31 December <strong>2010</strong> 4,711 261 97 5,069<br />
Intangible<br />
assets Other<br />
from intangible<br />
2009 Goodwill acquisitions assets Total<br />
Cost at 1 January 2009 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 - - 43 43<br />
Additions on sale of non-controlling interests 75 - - 75<br />
Revaluation of put options and earn-outs (14) - - (14)<br />
Disposals and reclassification - - (4) (4)<br />
Cost at 31 December 2009 4,075 127 169 4,371<br />
Amortisation and impairment at 1 January 2009 - (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 2009 - (46) (75) (121)<br />
Carrying amount at 31 December 2009 4,075 81 94 4,250<br />
Intangible assets from acquisitions primarily relate to customer contracts and other customer relations. The acquisitions were primarily<br />
made to achive synergies with existing business areas, to further develop existing markets and to establish a presence on new markets.<br />
As a result, a large part of the consideration is allocated to goodwill.<br />
Other intangible assets are primarily related to software.<br />
Except for goodwill, all intangible assets are deemed to have a limited economic life.
Notes to the Group financial statements<br />
Note DKK million<br />
15 Intangible assets (contiued)<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 75<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 (value in use) are compared with their carrying<br />
amounts.<br />
<strong>2010</strong> 2009<br />
Goodwill is related to the following business areas:<br />
Assistance 1,948 1,805<br />
Emergency 956 480<br />
Healthcare 761 781<br />
Training 1,046 1,009<br />
Total goodwill 4,711 4,075<br />
In connection with the company's acquisition of the shares in <strong>Falck</strong> A/S in 2004/05 (merged with the parent company on 1 January<br />
2009), goodwill with a carrying value of DKK 2,630 million was allocated to the 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 2011 and the Group’s strategic plan for the period until 2015.<br />
Moreover, growth during the terminal period has been estimated at 2-3% (2009: 3.0%).<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% (2009: 8%).<br />
The Emergency activities primarily consist of ambulance services, including transportation of patients, and of fire fighting for public<br />
customers, and they do not fluctuate materially from year to year. Emergency also includes Fire Services which consist of long-term<br />
contracts and training and consulting services for private companies in several countries. The discount rate for Emergency has been set<br />
at 8% (2009: 8%).<br />
The Healthcare activities primarily consist of subscriptions and longer term contracts and are therefore stable from year to year. The<br />
discount rate has been set at 8% (2009: 8%). Substantial growth is expected in the Healthcare business in the years ahead.<br />
Healthcare also includes staffing business which mainly consists of payments on a case-by-case basis. The discount rate has therefore<br />
been set at 9% (2009: 9%).<br />
Training is to an extent affected by the activity level in the oil industry. The discount rate has therefore been set at 9% (2009: 9%). The<br />
main assumptions in the strategic plan until 2015 are the expected organic growth and that off-shore exploration activities will pick up<br />
pace.<br />
The impairment tests of goodwill did not result in any impairment.
76 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
16 Propertry, plant and equipment<br />
Fixtures,<br />
Leasehold fittings,<br />
Land and improve- tools and<br />
<strong>2010</strong> buildings ments equipment Total<br />
Cost at 1 January <strong>2010</strong> 844 82 1,100 2,026<br />
Foreign exchange differences 16 4 41 61<br />
Additions on acquisitions - 2 63 65<br />
Additions 152 7 215 374<br />
Disposals and reclassification (154) (4) (245) (403)<br />
Cost at 31 December <strong>2010</strong> 858 91 1,174 2,123<br />
Depreciation and impairment at 1 January <strong>2010</strong> (118) (26) (288) (432)<br />
Foreign exchange differences (4) (1) (30) (35)<br />
Disposals and reclassification 12 3 145 160<br />
Depreciation (36) (10) (206) (252)<br />
Depreciation and impairment at 31 December <strong>2010</strong> (146) (34) (379) (559)<br />
Carrying amount at 31 December <strong>2010</strong> 712 57 795 1,564<br />
of which assets under construction 14 - 18 32<br />
of which assets held under finance leases 12 - 12 24<br />
Fixtures,<br />
Leasehold fittings,<br />
Land and improve- tools and<br />
2009 buildings ments equipment Total<br />
Cost at 1 January 2009 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 2009 844 82 1,100 2,026<br />
Depreciation and impairment at 1 January 2009 (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 2009 (118) (26) (288) (432)<br />
Carrying amount at 31 December 2009 726 56 812 1,594<br />
of which assets under construction 51 - 34 85<br />
of which assets held under finance leases 11 - 15 26
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 77<br />
Note DKK million <strong>2010</strong> 2009<br />
17 Investments in associates<br />
Cost at 1 January 2 2<br />
Additions on acquisitions 20 -<br />
Cost at 31 December 22 2<br />
Share of valuation adjustments at 1 January (5) (4)<br />
Share of profit after tax - (1)<br />
Disposals and reclassifications 1 -<br />
Impairment and share of valuation adjustments at 31 December (4) (5)<br />
Carrying amount before offset in receivables at 31 December 18 (3)<br />
Companies with negative carrying amount offset in receivables 5 6<br />
Carrying amount at 31 December 23 3<br />
See "Legal entities" for a list of companies<br />
Summary financial information about associates (100%):<br />
Revenue 19 18<br />
Profit for the year 3 (2)<br />
Total assets 283 246<br />
Total liabilities 275 245<br />
18 Inventories<br />
Finished goods and goods for resale 60 41<br />
Total inventories 60 41<br />
Value of inventories recognised at net realisable value - -<br />
Write-downs during the year 3 -<br />
Reversal of write-downs during the year - -<br />
19 Trade receivables<br />
Trade receivables 1,012 696<br />
Receivables from subscriptions 76 45<br />
Total trade receivables 1,088 741<br />
Write-downs at 1 January 27 23<br />
Write-downs during the year 27 17<br />
Realised write-downs during the year (25) (13)<br />
Write-downs at 31 December 29 27<br />
Write-downs are recognised under other external costs<br />
Write-downs of receivables are based on individual assessments of customers' ability to pay.<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<br />
to 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.
78 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2010</strong> 2009<br />
19 Trade receivables (continued)<br />
Breakdown by maturity:<br />
Not due 703 474<br />
Due within - 1 to 30 days 167 163<br />
Due within - 31 to 90 days 97 58<br />
Due within - more than 90 days 150 73<br />
1,117 768<br />
Provision for bad debts (29) (27)<br />
Total trade receivables 1,088 741<br />
Fair value of trade receivables 1,088 741<br />
20 Cash and securities<br />
Cash 439 538<br />
Securities 372 145<br />
Total cash and securities 811 683<br />
DKK 66 million (2009: DKK 58 million) of the Group’s cash and cash equivalents is held in a<br />
Swedish subsidiary which is subject to Swedish insurance regulations and which is therefore<br />
subject to solvency requirements.<br />
21 Equity, 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 Group monitors and manages its capital structure in order to ensure that it can meet its financial<br />
obligations. No changes have been made to the Group's management of capital as compared with 2009.<br />
movements in share capital in the past 7 financial years<br />
Share capital at 1 January - -<br />
Additions on capital increase in 2004 44 44<br />
Additions on capital increase in 2006 1 1<br />
Additions on capital increase in 2008 0 0<br />
Additions on capital increase in 2009 1 1<br />
Share capital at 31 December 46 46<br />
The share capital is divided into 92,786,800 shares (2009: 92,786,800 shares) with a nominal value of DKK 0.50 each.<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>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
Treasury shares at 1 January 258,219 79,291 129 40 0.29 0.09<br />
Additions 95,238 178,928 48 89 0.10 0.20<br />
Disposals (353,457) - (177) - (0.39) -<br />
Treasury shares at 31 December 0 258,219 0 129 0 0.29<br />
All treasury shares were owned by <strong>Falck</strong> A/S.<br />
The purchase price of treasury shares acquired during the financial year was DKK 6 million (2009: DKK 5 million).<br />
The sales price of treasury shares sold during the financial year was DKK 30 million (2009: DKK 0 million).
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 79<br />
Note DKK million <strong>2010</strong> 2009<br />
21 Equity, treasury shares and dividends (continued)<br />
Warrants<br />
In December <strong>2010</strong>, the Group acquired the existing warrants from the Executive<br />
Management Board through a cash buy back at market value. See note 37.<br />
The warrant programme was subsequently cancelled in February 2011.<br />
Warrant programme<br />
Number of warrants at 1 January - -<br />
Buy back of own warrants 4,443,120 -<br />
Number of warrants at 31 December 4,443,120 -<br />
Dividend<br />
A dividend of DKK 0 million is proposed (2009: DKK 0 million).<br />
22 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 defined-benefit plan in Norway was changed to a defined-contribution plan in <strong>2010</strong>, to the effect that the defined-benefit plan now<br />
only comprises already retired staff. The change of the pension plan resulted in the recognition of income of DKK 20 million in staff costs<br />
in the income statement.<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<br />
plan.<br />
The defined-benefit plans result in unfunded pension obligations which are not insured in an independent insurance company. The<br />
consolidated balance sheet includes unfunded pension obligations based on actuarial calculations. Changes in actuarial gains and losses<br />
are recognised fully in equity.<br />
<strong>2010</strong> 2009<br />
DEFINED-BENEFIT PLANS<br />
Costs in current financial year 2 9<br />
One-off effects of transition to defined-contribution plan (20) -<br />
Interest expenses related to pension obligations 1 3<br />
Expected return on plan assets (1) (3)<br />
Recognised pension cost (18) 9<br />
Breakdown of provision for the Group's obligations:<br />
Present value of pension obligations 24 75<br />
Fair value of plan assets (26) (56)<br />
Total pension provisions (2) 19<br />
Recognised in the balance sheet as follows:<br />
Pension assets 2 -<br />
Provision for pensions - 19<br />
Total 2 19<br />
The pension assets are included in other receivables.
80 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2010</strong> 2009<br />
22 Pension obligations (continued)<br />
Breakdown of change in pension provisions:<br />
Pension provision at 1 January 75 72<br />
Foreign exchange differences 4 14<br />
Cost in respect of current financial year 2 9<br />
Changes in actuarial estimates (37) (23)<br />
One-off effects of transition to defined-contribution plan (20) -<br />
Calculated interest 1 3<br />
Paid out during the period (1) -<br />
Pension provisions at 31 December 24 75<br />
Expected contributions for next year - 8<br />
movements in fair value of plan assets<br />
Plan assets at 1 January 56 49<br />
Foreign exchange differences 3 8<br />
Expected return on plan assets 1 3<br />
Employer's contributions to plan during the period 2 10<br />
Changes in actuarial estimates (35) (13)<br />
Paid out during the period (1) (1)<br />
Total plan assets at 31 December 26 56<br />
Actual return on plan assets (1) 1<br />
Total actuarial gains recognised in the statement of comprehensive income 2 10<br />
Total accumulated actuarial gains recognised in the statement of comprehensive income (7) (9)<br />
Breakdown of plan assets:<br />
Shares 4 3<br />
Bonds 16 34<br />
Property etc. 4 9<br />
Other 2 10<br />
Total plan assets 26 56<br />
The defined-contribution plans are paid and recognised as incurred, and the Group has no obligations<br />
to the employees thereafter.<br />
The calculation of the obligation is based on the following assumptions:<br />
Norway<br />
Salary increases 4.0% 4.3%<br />
Expected return on plan assets 5.0% 5.6%<br />
Discount rate 3.6% 4.4%<br />
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 for the current and the preceding four years:<br />
<strong>2010</strong> 2009 2008 2007 2006<br />
Actuarial pension obligations (24) (75) (72) (70) (58)<br />
Plan assets 26 56 49 53 54<br />
(Under funding)/over funding 2 (19) (23) (17) (4)<br />
Experience-based change to obligations (1) (9) (2) (5) 0<br />
Experience-based change to plan assets 0 (3) (3) 0 0
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 81<br />
Note DKK million <strong>2010</strong> 2009<br />
23 Other employee obligations<br />
Employee obligations at 1 January 36 40<br />
Adjustment in respect of current financial year 1 2<br />
Paid out during the period (5) (6)<br />
Employee obligations at 31 December 32 36<br />
The employee obligations primarily concern a special severance scheme for executives employed<br />
before 1991. The scheme is closed to new members.<br />
24 Deferred tax<br />
Deferred tax provisions at 1 January 93 63<br />
Foreign exchange differences (1) (7)<br />
Additions on acquisitions 73 -<br />
Change in deferred tax for the year 39 22<br />
Change in deferred tax for prior years 1 15<br />
Deferred tax provisions at 31 December 205 93<br />
Deferred tax assets (75) (67)<br />
Deferred tax provision 280 160<br />
Deferred tax provisions at 31 December 205 93<br />
Breakdown of deferred tax:<br />
Intangible assets 115 44<br />
Property, plant and equipment 111 132<br />
Current assets 13 (2)<br />
Non-current debt and provisions (17) (15)<br />
Current debt 12 (4)<br />
Tax losses carried forward (36) (35)<br />
Equity 7 (27)<br />
Deferred tax provisions at 31 December 205 93<br />
Tax losses carried forward and not included in deferred tax assets amount to DKK 35 million (2009: DKK 35 million).<br />
Deferred tax assets are recognised on the basis of expected future earnings.
82 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2010</strong> 2009<br />
25 Provisions for acquisitions of operations and non-controlling interests<br />
Provisions for acquisitions of non-controlling interests 311 227<br />
Outstanding consideration and earn-outs 146 59<br />
Provisions at 31 December 457 286<br />
Non-current provisions:<br />
Provisions for acquisitions of non-controlling interests 311 219<br />
Outstanding consideration and earn-outs 77 57<br />
Total 388 276<br />
Current provisions:<br />
Provisions for acquisitions of non-controlling interests - 8<br />
Outstanding consideration and earn-outs 69 2<br />
Total 69 10<br />
Total provisions 457 286<br />
Provisions for acquisitions of non-controlling interests<br />
Provisions at 1 January 227 216<br />
Foreign exchange differences 28 7<br />
Additions on acquisitions 103 -<br />
Additions on divestments of non-controlling interests 41 75<br />
Disposals on acqisitions of non-controlling interests (49) (57)<br />
Interest element on discounted liabilities 12 9<br />
Dividends paid (16) (9)<br />
Revaluation recognised in goodwill (30) (14)<br />
Revaluation recognised in equity (5) -<br />
Provisions for acquisitions of non-controlling interests at 31 December 311 227<br />
Classification of provisions for acquisitions of non-controlling interests by expected maturity:<br />
Within 1 year - 8<br />
Between 1 and 3 years 59 64<br />
Between 3 and 5 years 97 78<br />
More than 5 years 155 77<br />
Provisions for acquisitions of non-controlling interests at 31 December 311 227<br />
Outstanding consideration and earn-outs<br />
Provisions at 1 January 59 24<br />
Foreign exchange differences - -<br />
Additions on acquisitions 134 35<br />
Payments during the year (47) -<br />
Outstanding consideration and earn-outs at 31 December 146 59<br />
Classification of outstanding consideration and earn-outs by expected maturity:<br />
Within 1 year 69 2<br />
Between 1 and 3 years 25 57<br />
Between 3 and 5 years 52 -<br />
More than 5 years - -<br />
Outstanding consideration and earn-outs at 31 December 146 59<br />
In connection with <strong>Falck</strong> assuming an obligation to acquire non-controlling interests, a concurrent right was obtained for <strong>Falck</strong> to acquire<br />
the same non-controlling interests in an agreed period. The consideration for obligations and rights to acquire non-controlling interests<br />
is determined on the basis of profit before exercise multiplied by an already agreed multiple less net debt in the relevant companies. On<br />
recognition in the balance sheet, this value is made up at fair value on the basis of earnings and net debt at the time when the non-controlling<br />
interests are expected to exercise their right to sell their shares to <strong>Falck</strong>. The calculated fair value assumes an increase in earnings<br />
and a decrease in net debt in the relevant companies as compared with the value recognised in the financial statements.<br />
If the value of <strong>Falck</strong>'s obligation to acquire non-controlling interests is determined on the basis<br />
of the profit and net debt recognised in <strong>2010</strong> (2009), the value would be 193 160
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 83<br />
Note DKK million <strong>2010</strong> 2009<br />
26 Other provisions<br />
Provisions at 1 January 13 13<br />
Additions on acquisitions 43 -<br />
Provisions made during the year - 1<br />
Provisions used during the year (2) (1)<br />
Other provisions at 31 December 54 13<br />
Classification of provisions by expected maturity:<br />
Within 1 year 20 2<br />
Between 1 and 3 years 11 5<br />
Between 3 and 5 years 14 -<br />
More than 5 years 9 6<br />
Other provisions at 31 December 54 13<br />
Other provisions concern legal court cases, an unprofitable lease contract for premises and the<br />
Group's obligation to clean up and demolish facilities on leased land.<br />
27 Credit institutions<br />
Non-current liabilities:<br />
Assets held under finance leases 13 17<br />
Long-term loans 3,146 2,952<br />
Total 3,159 2,969<br />
Current liabilities:<br />
Assets held under finance leases 5 5<br />
Short-term loans 596 286<br />
Total 601 291<br />
Total credit institutions 3,760 3,260<br />
Of total long-term loans, mortgage loans represent DKK 385 million (2009: DKK 387 million)<br />
Breakdown by maturity:<br />
Due within 1 year 601 291<br />
Due between 1 and 3 years 2,543 691<br />
Due between 3 and 5 years 226 1,885<br />
Due after 5 years 390 393<br />
Total 3,760 3,260<br />
Breakdown by currency:<br />
DKK 2,554 1,982<br />
EUR 886 999<br />
NOK 6 6<br />
USD 283 249<br />
SEK 18 24<br />
BRL 13 -<br />
Total 3,760 3,260<br />
Interest reset periods:<br />
Within 3 months 3,375 2,873<br />
After 12 months 385 387<br />
Total 3,760 3,260<br />
The statements set out above do not include liabilities relating to interest for subsequent financial periods. See note 36 for a description<br />
of the Group's risks and cash resources.
84 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
27 Credit institutions (continued)<br />
The effective interest rate has been determined at 3.4% (2009: 3.8%).<br />
For debt with an interest reset period within 3 months, regular assessments are made of how long the interest period should be. As at<br />
the balance sheet date, the interest rate in DKK was fixed for one month and averaged approximately 1.8% (2009: 1.8%).<br />
As at the balance sheet date, the interest rate in EUR was fixed for one month and averaged approximately 1.0% (2009: 0.8%). As at the<br />
balance sheet date, the interest rate in USD was fixed for 3 months and averaged approximately 0.7% (2009: 0.6%).<br />
For debt with an interest reset period beyond 12 months (in DKK) the effective interest rate is currently approximately 4.5% (2009: 4.5%).<br />
The market value of debt with an interest reset period within 3 months is approximately DKK 3,378 (2009: DKK 2,785 million), and the<br />
market value of debt with an interest reset period beyond 12 months is approximately DKK 411 million (2009: DKK 404 million).<br />
DKK 26 million (2009: DKK 7 million) of capitalised loan costs has been deducted from the carrying amount of debt.<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 />
Present value minimum<br />
of lease lease<br />
<strong>2010</strong> payments Interest payments<br />
Due within 1 year 5 1 6<br />
Due between 1 and 5 years 10 1 11<br />
Due after 5 years 3 - 3<br />
Total as at 31 December <strong>2010</strong> 18 2 20<br />
Present value minimum<br />
of lease lease<br />
2009 payments Interest payments<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 2009 22 2 24
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 85<br />
Note DKK million <strong>2010</strong> 2009<br />
28 Other payables<br />
Holiday pay, wages, etc. 552 525<br />
Employee income taxes, etc. 62 132<br />
VAT 77 60<br />
Accrued interest 1 3<br />
Other 111 94<br />
Total other payables 803 814<br />
29 Deferred income<br />
Subscription commitments 1,013 991<br />
Other deferred income 281 227<br />
Total deferred income 1,294 1,218<br />
30 Net financials<br />
Financial income and expenses (122) (113)<br />
Of which unrealised gains and losses (7) (27)<br />
Interest element, discounted liabilities 12 9<br />
Change in amortised borrowing costs (24) -<br />
Change in interest payable (2) 2<br />
Total net financials (143) (129)<br />
31 Investments in subsidiaries, non-controlling interests and operations<br />
Assets<br />
Intangible assets (1) -<br />
Property, plant and equipment (65) (39)<br />
Cash and cash equivalents (96) (11)<br />
Other current assets (256) (64)<br />
Equity and liabilities<br />
Interest-bearing debt 43 -<br />
Current debt, provisions, etc. 216 70<br />
Non-controlling interests 2 20<br />
Net assets acquired (157) (24)<br />
Goodwill and other intangible assets (772) (80)<br />
Deferred tax on intangible assets 71 -<br />
Value in excess of/below fair value relating to acquisitions of non-controlling interests 5 -<br />
Provisions for acquisitions of non-controlling interests, used during the year (49) (57)<br />
Provisions for acquisitions of non-controlling interests, additions during the year 103 -<br />
Purchase price (799) (161)<br />
Adjustment for cash and cash equivalents acquired 96 11<br />
Outstanding consideration 43 31<br />
Effect of hedging the consideration denominated in foreign currency 31 -<br />
Consideration relating to prior-year acquisitions (19) -<br />
Cash consideration for acquisitions of Group companies (648) (119)<br />
Costs from business combinations, expensed 23 -<br />
Costs from business combinations, capitalised 2 7
86 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
31 Investments in subsidiaries, non-controlling interests and operations (continued)<br />
Other than intangible assets with a value of DKK 197 million (2009: DKK 6 million), no assets or liabilities have been identified which<br />
were not recognised in the companies acquired on the date of acquisition.<br />
As a result of significant acquisitions made in late <strong>2010</strong>, the opening balance sheet is based on preliminary statements as the fair value of<br />
certain receivables and liabilities could not be determined before the closing of the accounts.<br />
Acquisitions can be adjusted up to 12 months after the acquisition.<br />
Adjustment of goodwill in <strong>2010</strong> related to business combinations closed in 2009 totalled DKK 6 million (2009: DKK 1 million).<br />
The nominal value of other current assets total DKK 358 million (2009: DKK 64 million).<br />
No acquisitions in <strong>2010</strong> accounts for more than 5% of the Group's revenue and they are therefore stated together in the above specification<br />
of net assets acquired.<br />
The following acquisitions were made during the financial year. All acquisitions have been recognised applying the acquisition method:<br />
Percentage<br />
of voting<br />
main month of Purchase Consideration rights<br />
Acquisitions <strong>2010</strong> activity Country acquisition price paid in acquired<br />
Resource Protection International Ltd. Emergency UK Mar. 78 Cash 100%<br />
S Reg AB Assistance Nordic region Sep. 181 Cash 100%<br />
Toesa Service S.A. Emergency Brazil Oct. 170 Cash 60%<br />
Care Ambulance Service, Inc. Emergency USA Dec. 322 Cash 100%<br />
<strong>Falck</strong> AVD B.V. Emergency The Netherlands Apr. 20 Cash 20%<br />
Other acquisitions 28 Cash<br />
Total acquisitions <strong>2010</strong> 799<br />
Profit of acquired companies after date of acquisition 11<br />
Full-year revenue including acquisitions 8,966<br />
Full-year profit including acquisitions 510<br />
Resource Protection International (RPI) is a UK based consultancy company which specialises in reduction of fire and explosion hazards<br />
mainly with focus on large oil and gas companies.<br />
The acquisition will add a service of highly specialised industrial safety experience. The acquisition was primarily made to achieve synergies<br />
with existing business and further to develop both existing and new markets.<br />
As a result, a large part of the purchase price has been allocated to goodwill.<br />
The outstanding consideration comprises payments due within the next 9 months and an earn-out payment related to a percentage of<br />
earnings generated by the activity related to RPI since acquisition. The earn-out is capped.<br />
S Reg is a Swedish-based provider of safety services, mainly offering the subscriber recovery from theft or loss of items, such as bicycles.<br />
The acquisition will add a possibility of cross-selling both S Reg products and <strong>Falck</strong> products to the subscribers as well as the ability to<br />
grow the sales of S Reg products through the <strong>Falck</strong> brand where applicable. Due to the type of operation, a part of the purchase price<br />
has been allocated to the current customer contracts. The remaining value has been allocated to goodwill, comprising the expected<br />
value to be derived from cross-selling opportunities and operational synergies.<br />
The acquisition comprises the possibility of contingent payments depending on the fullfilment of certain targets within the separate<br />
product area of the company until 2012. No contingent payment is expected due to the current expectations of performance.<br />
Toesa is a Brazilian-based provider of ambulance and health clinic services with activities in several cities across the country. The ambulance<br />
service is mainly non-emergency services provided for municipal authorities. The acquisition will add additional business areas to the<br />
present operation in Brazil and establish a platform for further growth opportunities in the market. A portion of the purchase price has been<br />
allocated to customer contracts while the remaining value has been allocated to goodwill, being the expected growth of the company.<br />
Care Ambulance Service is a US-based provider of ambulance services covering 911 emergency and non-emergency transports in areas<br />
in Los Angeles and Orange County in California. By the acquisition of Care, <strong>Falck</strong> will enter the largest ambulance market in the world,<br />
in which Care is one of the largest providers in the region with a strong track record. The US market is expected to provide a strong<br />
potential for growth based on the changes in demographics. A part of the purchase price has been allocated to customer contracts while<br />
the remaining portion has been allocated to goodwill, representing the expected value of future growth opportunities and synergies to<br />
be achieved.
Notes to the Group financial statements<br />
Note DKK million<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 87<br />
31 Investments in subsidiaries, non-controlling interests and operations (continued)<br />
Percentage<br />
of voting<br />
main month of Purchase Consideration rights<br />
Acquisitions 2009 activity Country acquisition price paid in acquired<br />
<strong>Falck</strong> TravelCare AB Assistance Sweden Feb. 5 Cash 100%<br />
<strong>Falck</strong> OY Assistance Finland Jun. 12 Cash 30%<br />
<strong>Falck</strong> AVD Holding B.V. Emergency The Netherlands Jun. 53 Cash 49%<br />
<strong>Falck</strong> Prime Atlantic Limited Training Nigeria Oct. 25 Cash 51%<br />
Pleje & Omsorg Healthcare Denmark Oct. 32 Cash 100%<br />
Dansk HjemmePlejeService Healthcare Denmark Dec. 30 Cash 100%<br />
Other acquisitions 4<br />
Total acquisitions 2009 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 />
Percentage<br />
of voting<br />
main month of Purchase Consideration rights<br />
Acquisitions 2011 activity Country acquisition price paid in acquired<br />
LifeStar Response Emergency USA Jan. 186 Cash 100%<br />
Starowka Healtcare Poland Mar. 27 Cash 75%<br />
Total acquisitions 2011 213<br />
Full-year revenue in acquired companies 590<br />
Full-year profit in acquired companies 17<br />
<strong>Falck</strong> signed an agreement to acquire 100% of LifeStar Response at 1 January 2011.<br />
LifeStar Response is a US-based provider of ambulance services, mainly covering non-emergency transports in areas in several states on<br />
the east-coast of the United States. The acquisition of LifeStar Response adds further presence of <strong>Falck</strong> in the United States, where LifeStar<br />
Response is one of the largest providers in the region. The US market is expected to provide a strong potential for growth based on<br />
the changes in demographics. It is expected that a part of the purchase price will be allocated to customer contracts while the remaining<br />
portion will be allocated to goodwill, representing the expected value of future growth opportunities and synergies to be achieved.<br />
According to the preliminary opening balance sheet, net assets acquired total DKK 92 million and goodwill including intangible assets<br />
total DKK 94 million.<br />
<strong>Falck</strong> signed an agreement to acquire 75% of Starowka at 1 march 2011.<br />
Starowka operates four healthcare clinics in the Warsaw area in Poland. The clinics provide both public and private healthcare services.<br />
The acquisition of Starowka is a geographical expansion of the business area in Poland. It is expected that a part of the purchase price<br />
will be allocated to customer contracts while the remaining portion will be allocated to goodwill, representing the expected value of<br />
future growth opportunities and synergies to be achieved.<br />
According to the preliminary opening balance sheet, net assets acquired total DKK 0 million and goodwill including intangible assets<br />
total DKK 27 million.
88 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2010</strong> 2009<br />
32 Divestments of subsidiaries, non-controlling interests and operations<br />
Assets<br />
Cash and cash equivalents - 2<br />
Other current assets - 2<br />
Equity and liabilities<br />
Current debt, provisions, etc. - (1)<br />
Net assets divested - 3<br />
Disposals of goodwill - 1<br />
Provisions for acquisitions of non-controlling interests, additions during the year 41 75<br />
Value in excess of/below fair value relating to divestment of non-controlling interests (37) (75)<br />
Consideration received 4 4<br />
Adjustment for cash and cash equivalents divested - (2)<br />
Consideration receivable (3) (12)<br />
Consideration received relating to prior-year divestments 9 -<br />
Divestment of investments in Group enterprises - 23<br />
Divestment of Group enterprises 10 13<br />
Divestments in <strong>2010</strong> comprised non-controlling interests in <strong>Falck</strong> Hjemmepleje A/S in Denmark,<br />
<strong>Falck</strong> Investments N.V. in Belgium, <strong>Falck</strong> Jobservice A/S in Denmark, <strong>Falck</strong> Eurasia B.V. in the<br />
Netherlands, <strong>Falck</strong> Nutec (Thailand) Ltd., Care Ambulance Service Inc. in the United States and <strong>Falck</strong><br />
Yardim Hizmetleri Limited S¸irketi in Turkey.<br />
Divestments in 2009 comprised the subsidiaries Tesia AB in Sweden, RISC Fire & Safety Services B.V.<br />
in the Netherlands, and non-controlling interests in <strong>Falck</strong> Emergency AS in Slovakia, MSTS Asia Sdn.<br />
Bhd. in Malaysia, <strong>Falck</strong> Aktiv Arbetsmedicin AB in Sweden and <strong>Falck</strong> Hjemmepleje A/S in Denmark.<br />
33 Dividends paid to non-controlling interests<br />
Dividend to non-controlling interests recognised in equity (13) (1)<br />
Dividend to non-controlling interests recognised in provisions for acquisitions of non-controlling interests (16) (9)<br />
Total dividends paid to non-controlling interests (29) (10)<br />
34 Other movements relating to shareholders<br />
Capital increase - 39<br />
Acquisition of treasury shares (6) (5)<br />
Disposal of treasury shares 30 -<br />
Payment received for change of warrant terms - 1<br />
Buy back of warrants (307) -<br />
Total other movements relating to shareholders (283) 35
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 89<br />
Note DKK million <strong>2010</strong> 2009<br />
35 Contingent liabilities, contractual obligations and collateral security<br />
Contingent liabilities<br />
Other guarantee commitments 11 15<br />
Total guarantee commitments 11 15<br />
The <strong>Falck</strong> Group is a party to certain litigation and claims. Management believes that rulings in this<br />
respect will not have a material impact on the Group’s financial position.<br />
<strong>Falck</strong> A/S is jointly and severally liable for the Group’s overall VAT liability together with other jointly<br />
registered Danish enterprises.<br />
The Group has issued performance bonds to a certain extent in connection with a number of<br />
contracts, including performance bonds for a total of DKK 249 million (2009: DKK 240 million)<br />
provided in connection with ambulance contracts in Denmark.<br />
As part of the Group's activities, usual supplier agreements have been entered into, and certain<br />
declarations 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<br />
the balance sheet.<br />
Contractual obligations<br />
Minimum lease payments for operating lease commitments:<br />
Due within 1 year 262 223<br />
Due between 1 and 5 years 674 601<br />
Due after 5 years 799 721<br />
Operating lease commitments at 31 December 1,735 1,545<br />
Net present value of lease commitments 1,444 1,346<br />
The present value has been calculated on the basis of current market interest rates in the individual<br />
countries.<br />
Lease payments recognised in the income statement 275 238<br />
The operating lease commitments concern leases for vehicles and buildings.<br />
The lease period for cars is typically between 4 and 9 years.<br />
None of the leases include material contingent lease payments, whereas <strong>Falck</strong> has a right of first<br />
refusal to buy a number of buildings at a preset value.<br />
Collateral security<br />
The shares in the subsidiary <strong>Falck</strong> Danmark A/S have been provided as collateral for debt in <strong>Falck</strong> A/S.<br />
Carrying amount of the Group's properties that have been mortgaged in security of loans 512 552<br />
Bearer mortgages issued and used as collateral for credits 385 388<br />
Unused bearer mortgages 15 16<br />
See the note on liquidity risks for the conditions applicable to mortgaged assets.
90 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
36 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 risk<br />
(foreign exchange and interest rate risk), credit risk and liquidity risk.<br />
Group policy is not to speculate actively 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 2009.<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 individual<br />
subsidiaries are denominated in the same currencies. The main exchange rate exposure faced by the Group relates to the translation of<br />
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-currency<br />
loans or forward exchange contracts. The forward exchange contracts stated below were entered into with a view to reducing the Group’s<br />
foreign exchange risks in respect of the translation risk for investments in subsidiaries. See the section below regarding hedging.<br />
63% of the Group’s revenue and earnings is denominated in Danish kroner (DKK) (2009: 65%). 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>2010</strong> 2009<br />
The hypothetical impact on the Probable Hypothetical Probable Hypothetical<br />
profit for the year and the Group's change in impact Hypothetical change in impact Hypothetical<br />
equity from reasonably probable exchange on profit impact exchange on profit impact<br />
changes in exchange rates: rate for the year on equity rate for the year on equity<br />
EUR/DKK 1% 9 9 1% 10 10<br />
USD/DKK 10% - - 10% - 25<br />
BRL/DKK 10% - 6 - - -<br />
NOK/DKK 5% - 3 5% - 3<br />
GBP/DKK 5% - 4 5% - 2<br />
PLN/DKK 10% - 6 10% - 5<br />
SEK/DKK 5% - 14 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.
Notes to the Group financial statements<br />
Note DKK million<br />
36 Financial instruments (continued)<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 91<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<br />
Executive Management Board and Board of Directors have resolved that the financing is to be based on short-term interest rates. The<br />
Group is therefore sensitive to fluctuations in market interest rates, and a fluctuation by 1% would change the interest expense for the<br />
year by DKK 13 million (2009: DKK 10 million) as the market rate for the current year is below the floor of interest rate collars. Without<br />
an interest rate collar, a fluctuation by 1% would change the Group's interest expense by DKK 34 million (DKK 29 million).<br />
The Group monitors developments in market interest rates closely so that it can react if the market situation changes.<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<br />
interest exposure if market interest rates exceed 5.5%. The interest rate collar also includes a floor rate fixed at 3.25% and thereby resulting<br />
in the hedged amount at all times being subject to interest in the range of 3.25% to 5.5%.<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>2010</strong>. No adjustment<br />
has been made for servicing and raising of debt, or the like in <strong>2010</strong>. Furthermore, it is assumed that all hedges of floating-rate<br />
loans are 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>2010</strong>,<br />
receivables from such subscrioption sales were in the region of DKK 76 million (2009: DKK 45 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 27 for a breakdown of maturities of liabilities to credit institutions. In addition to its recognised liabilities, the Group also has<br />
the 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>2010</strong>, the Group’s unused credit and other facilities were at the level of DKK 720 million (2009: DKK 542 million).<br />
With the addition of available cash and cash equivalents of DKK 745 million (2009: DKK 625 million), total cash resources were at the<br />
level of DKK 1,465 million (2009: DKK 1,167 million).<br />
Certain of the Group’s loans, including the debt of <strong>Falck</strong> A/S, are subject to certain loan covenants, and the Group continuously monitors<br />
whether the covenants are observed.<br />
Derivative financial instruments recognised in the balance sheet are stated at a value equivalent to the market value.
92 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
36 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 />
Due Due Due Contrac-<br />
within between between Due tual Total<br />
one 1 and 3 3 and 5 after 5 cash carrying market<br />
Contractual cash flows including interest <strong>2010</strong> year years years years flows amount value<br />
Financial assets:<br />
Trade receivables 1,088 - - - 1,088 1,088 1,088<br />
Receivables from associates 21 - - - 21 21 21<br />
Other receivables 246 - - - 246 246 246<br />
Cash and cash equivalents 439 - - - 439 439 439<br />
Loans and receivables 1,794 - - - 1,794 1,794 1,794<br />
Securities 372 - - - 372 372 372<br />
Available-for-sale financial assets 372 - - - 372 372 372<br />
Derivative financial instruments to hedge<br />
net investments in foreign subsidiaries 5 - - - 5 5 5<br />
Total financial assets 2,171 - - - 2,171 2,171 2,171<br />
Financial liabilities:<br />
Credit institutions 687 2,895 35 488 4,105 3,760 3,789<br />
Provision for acquisitions of operations<br />
and non-controlling interests 71 90 171 191 523 457 457<br />
Trade payables 581 - - - 581 581 581<br />
Other payables 733 - - - 733 733 733<br />
Financial liabilities measured<br />
at amortised cost 2,072 2,985 206 679 5,942 5,531 5,560<br />
Derivative financial instruments to hedge<br />
future cash flows 32 25 - - 57 64 64<br />
Derivative financial instruments to hedge<br />
net investments in foreign subsidiaries 6 - - - 6 6 6<br />
Financial liabilities used as<br />
hedging instruments 38 25 - - 63 70 70<br />
Total financial liabilities 2,110 3,010 206 679 6,005 5,601 5,630
Notes to the Group financial statements<br />
Note DKK million<br />
36 Financial instruments (continued)<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 93<br />
Due Due Due Contrac-<br />
within between between Due tual Total<br />
one 1 and 3 3 and 5 after 5 cash carrying market<br />
Contractual cash flows including interest 2009 year years years years flows amount 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 />
Provision for acquisitions of operations<br />
and non-controlling interests 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<br />
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 subsidiaries 4 - - - 4 4 4<br />
Financial liabilities used as<br />
hedging instruments 43 29 - - 72 70 70<br />
Total financial liabilities 1,618 944 2,003 586 5,151 4,830 4,759
94 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
36 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 acdcounting in respect of future transactions is recognised directly in equity until the hedged transactions are<br />
recognised in the income statement.<br />
<strong>2010</strong> 2009<br />
Contract market Contract market<br />
Foreign currency sold/(bought) on forward contracts: value value value value<br />
BRL (expires in 2011) (63) 3 - -<br />
NOK (expires in 2011) 69 (2) 67 (1)<br />
GBP (expires in 2011) 76 2 39 -<br />
PLN (expires in 2011) 62 - 47 (2)<br />
SEK (expires in 2011) 289 (4) 126 (1)<br />
USD (expires in 2011) (239) - - -<br />
Total 194 (1) 279 (4)<br />
Of which recognised in the income statement - -<br />
For future recognition (1) (4)<br />
The market value is recognised in other receivables/other payables.<br />
All contracts expire in 2011, and as they hedge net investments<br />
abroad and acquisition of subsidiaries denominated in foreign<br />
currency, they do not affect the income statement.<br />
<strong>2010</strong> 2009<br />
Hedged market Hedged market<br />
Interest rate collar: value value value value<br />
DKK collar (floor 3.25% / cap 5.5%) expires in 2013 855 (30) 960 (25)<br />
EUR collar (floor 3.25% / cap 5.5%) expires in 2013 855 (34) 960 (41)<br />
Total (64) (66)<br />
Of which recognised in income statement - -<br />
For future recognition (64) (66)<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 until expiry. See the maturity<br />
analysis of financial assets and liabilities.
Notes to the Group financial statements<br />
Note DKK million<br />
36 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 institutions is valued by discounting based on market expectations.<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 95<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 />
Quoted Non-<br />
market Observable observable<br />
Fair value hierarchy for financial instruments prices input input<br />
measured at fair value in the balance sheet (Level 1) (Level 2) (Level 3) Total<br />
Finacial assets<br />
Securities 372 - - 372<br />
Derivative financial instruments to hedge net investments<br />
in foreign subsidiaries - 5 - 5<br />
Total financial assets 372 5 - 377<br />
Financial liabilities<br />
Derivative financial instruments to hedge future cash flows - 64 - 64<br />
Derivative financial instruments to hedge net investments<br />
in foreign subsidiaries - 6 - 6<br />
Total financial liabilities - 70 - 70<br />
Quoted Non-<br />
market Observable observable<br />
Fair value hierarchy for financial instruments prices input input<br />
measured at fair value in the balance sheet (Level 1) (Level 2) (Level 3) Total<br />
Finacial 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 subsidiaries - 4 - 4<br />
Total financial liabilities - 70 - 70<br />
<strong>2010</strong><br />
2009
96 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2010</strong> 2009<br />
37 Related parties<br />
The Group’s related parties are the members of <strong>Falck</strong> L.P., LFI A/S, the Board of Directors<br />
and the Executive Management Board as well as their family members. Related parties also<br />
comprise companies in which the individuals mentioned above have material interests.<br />
The company's shareholders who each hold more than 5% of the shares are:<br />
LFI A/S, Hellerup 36.0% -<br />
<strong>Falck</strong> L.P., Jersey 43.9% 71.9%<br />
ATP PEP 1 K/S, Copenhagen 6.4% 10.5%<br />
Liberatio A/S, Aarhus 5.2% 4.8%<br />
Related parties also comprise Group companies and associates in which the company has<br />
a controlling or significant influence, as well as the members of the Boards of Directors,<br />
Executive Management Boards and senior management of those companies. Related parties<br />
also comprise companies in which the individuals mentioned above have material interests.<br />
The company has only to a limited extent traded with related parties. Transactions with<br />
related parties have taken place on market terms.<br />
Transactions with Group companies have comprised the following:<br />
Purchase of services from associated companies 38 19<br />
Payment received for change of warrant terms, Executive Management Board - 1<br />
Costs invoiced to <strong>Falck</strong> L.P. 6 -<br />
Buy back of warrants, Executive Management Board 307 -<br />
Capital increase, Board of Directors - 39<br />
Purchase of treasury shares - 5<br />
Sale of treasury shares, Board of Directors 1 -<br />
Sale of treasury shares, Executive Management Board 29 -<br />
Transactions with Group companies have been eliminated in the consolidated financial statements in accordance with the accounting policies.<br />
Buy back of warrants was made at DKK 69.05 per warrant.<br />
No transactions have taken place during the year with members of the Board of Directors, the Executive Management Board, senior<br />
management or significant shareholders, other than those mentioned above and the remuneration disclosed in note 7.<br />
38 New financial reporting regulations<br />
The IASB has issued the following new financial reporting standards (IAS and IFRS) and interpretations (IFRIC), which are not<br />
mandatory for the Group in the preparation of the annual report for <strong>2010</strong>:<br />
IFRS 9, amendment to IFRIC 14, IFRIC 19, revised IAS 24, amendments to IFRS 1, amendment to IFRS 7, amendment to IAS 32, improvements<br />
to IFRSs (May <strong>2010</strong>) and amendments to IAS 12.<br />
IFRS 9, amendments to IFRS 1, IFRS 7 and IAS 12 have not yet been adopted by the EU.<br />
The standards and intertrepretations adopted with a different effective date in the EU than the corresponding effective dates from the<br />
IASB, will be implemented early so that their implementation follows the IASB's effective dates for financial years beginning on or after<br />
1 January 2011. None of the new standards or interpretations are expected to have a material impact on the financial statements of the<br />
Group and <strong>Falck</strong> A/S.<br />
39 Events after the balance sheet date<br />
At the extraordinary general meeting held on 25 February 2011, the Board of Directors was authorised to establish a new warrant<br />
programme. At the Board Meeting held on 15 March 2011, the Board of Directors adopted a resolution to establish a new warrant<br />
programme for the Executive Management Board. The new warrant programme comprises 4,443,120 warrants. Each warrant entitles the<br />
holder to subscribe for one share with a nominal value of DKK 0.50 on 30 December 2015 at a price of DKK 125 per share. The warrants issued<br />
were acquired at market value, equivalent to DKK 11 million, and there are no conditions attached to the acquisition of the warrants.<br />
At 1 January 2011, <strong>Falck</strong> signed an agreement to acquire 100% of LifeStar Response Corporation in the United States for DKK 186 million.<br />
The company operates ambulance services in 6 states and in Washington D.C. in the eastern part of the United States and operates 440<br />
ambulances and similar vehicles.
Contents of the parent<br />
company financial statements<br />
Financial statements<br />
Income statement 98<br />
Statement of comprehensive income 99<br />
Balance sheet 100<br />
Equity statement 102<br />
Cash flow statement 103<br />
Notes to the financial statements<br />
1. Accounting policies 104<br />
Notes to the income statement<br />
2. Other operating income 104<br />
3. Fees to auditors appointed<br />
at the annual general meeting 104<br />
4. Staff costs 104<br />
5. Exceptional items 104<br />
6. Financial income 105<br />
7. Financial expenses 105<br />
8. Income taxes 105<br />
Notes to the balance sheet<br />
9. Investments in subsidiaries 105<br />
10. Share capital and treasury shares 106<br />
11. Deferred tax 106<br />
12. Credit institutions 107<br />
13. Other payables 107<br />
Notes to the cash flow statement<br />
14. Net financials 107<br />
15. Other movements relating to shareholders 108<br />
Supplementary notes<br />
16. Contingent liabilities, contractual obligations<br />
and collateral security 108<br />
17. Financial instruments 108<br />
18. Related parties 111<br />
19. New financial reporting regulations 111<br />
20. Events after the balance sheet date 111
98 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Parent Company<br />
Income statement for the year ended 31 December<br />
Note DKK million <strong>2010</strong> 2009<br />
2 Other operating income 7 7<br />
Total revenue 7 7<br />
3 Other external costs (18) (7)<br />
4 Staff costs (13) (9)<br />
Total costs (31) (16)<br />
Analysed as:<br />
Operating profit before exceptional items (4) (9)<br />
5 Exceptional items (20) -<br />
PROFIT/(LOSS) BEFORE FINANCIALS (24) (9)<br />
Dividend from Group companies 557 250<br />
6 Financial income 14 23<br />
7 Financial expenses (96) (115)<br />
PROFIT BEFORE TAX 451 149<br />
8 Income taxes 20 26<br />
PROFIT FOR THE YEAR 471 175<br />
PROPOSED PROFIT ALLOCATION<br />
Proposed dividend - -<br />
Retained earnings 471 175<br />
Total 471 175<br />
DIVIDEND PER SHARE<br />
Dividend per share - -
Statement of comprehensive income for the year ended 31 December<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 99<br />
Note DKK million <strong>2010</strong> 2009<br />
Value adjustment of interest hedging instruments 2 (27)<br />
Tax on value adjustment of interest hedging instruments (1) 7<br />
Other comprehensive income 1 (20)<br />
Profit for the year 471 175<br />
TOTAL COmPREHENSIVE INCOmE 472 155
100 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Parent Company<br />
Balance sheet as at 31 December<br />
Note DKK million <strong>2010</strong> 2009<br />
Assets<br />
9 Investments in subsidiaries 3,249 3,249<br />
Receivables from Group companies 378 172<br />
TOTAL FINANCIAL ASSETS 3,627 3,421<br />
TOTAL NON-CURRENT ASSETS 3,627 3,421<br />
Receivables from Group companies 992 471<br />
Income taxes - 2<br />
Receivables 992 473<br />
Cash 8 1<br />
TOTAL CURRENT ASSETS 1,000 474<br />
TOTAL ASSETS 4,627 3,895
Balance sheet as at 31 December<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 101<br />
Note DKK million <strong>2010</strong> 2009<br />
Equity and liabilities<br />
10 Share capital 46 46<br />
10 Reserve for treasury shares - (8)<br />
Hedging reserve (48) (49)<br />
Retained earnings 1,454 967<br />
TOTAL EQUITY 1,452 956<br />
11 Deferred tax 30 45<br />
12 Credit institutions 2,721 2,522<br />
Payables to Group companies 34 41<br />
TOTAL NON-CURRENT DEBT 2,785 2,608<br />
12 Credit institutions 302 265<br />
Income taxes 24 -<br />
13 Other payables 64 66<br />
TOTAL CURRENT DEBT 390 331<br />
TOTAL EQUITY AND LIABILITIES 4,627 3,895
102 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Parent Company<br />
Equity statement<br />
Reserve for<br />
Share treasury Hedging Retained<br />
<strong>2010</strong> DKK million capital shares reserve earnings Total<br />
Equity at 1 January <strong>2010</strong> 46 (8) (49) 967 956<br />
Equity movements in <strong>2010</strong><br />
Value adjustment of interest hedging instruments 2 2<br />
Tax on other comprehensive income (1) (1)<br />
Other comprehensive income - - 1 - 1<br />
Profit for the year 471 471<br />
Total comprehensive income - - 1 471 472<br />
Acquisitions of treasury shares (6) (6)<br />
Disposal of treasuty shares 14 16 30<br />
Total equity movements in <strong>2010</strong> - 8 1 487 496<br />
EQUITY AT 31 DECEmBER <strong>2010</strong> 46 - (48) 1,454 1,452<br />
2009 DKK million<br />
Equity at 1 January 2009 45 (3) (29) 753 766<br />
Equity movements in 2009<br />
Value adjustment of interest hedging instruments (27) (27)<br />
Tax on other comprehensive income 7 7<br />
Other comprehensive income - (20) - (20)<br />
Profit for the year 175 175<br />
Total comprehensive income - (20) 175 155<br />
Capital increase 1 38 39<br />
Acquisitions of treasury shares (5) (5)<br />
Payment received for change of warrant terms 1 1<br />
Total equity movements in 2009 1 (5) (20) 214 190<br />
EQUITY AT 31 DECEmBER 2009 46 (8) (49) 967 956
Cash flow statement for the year ended 31 December<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 103<br />
Note DKK million <strong>2010</strong> 2009<br />
Total revenue 7 7<br />
Total costs (31) (16)<br />
Profit/(loss) before financials (24) (9)<br />
Changes in outstanding balances with Group companies 42 42<br />
14 Net financials (82) (92)<br />
8 Income taxes paid 30 31<br />
CASH FLOW FROm OPERATING ACTIVITIES (34) (28)<br />
Dividends received from Group companies 557 250<br />
15 Other movements relating to shareholders 24 35<br />
Changes in interest-bearing outstanding balances with Group companies (776) (6)<br />
Interest-bearing debt raised 522 -<br />
Repayment of and change in interest-bearing debt (286) (250)<br />
CASH FLOW FROm FINANCING ACTIVITIES 41 29<br />
Change in cash 7 1<br />
Cash at beginning of year 1 -<br />
CASH AT YEAR-END 8 1
104 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Parent Company<br />
Notes to the parent company financial statements<br />
Note DKK million <strong>2010</strong> 2009<br />
1 Accounting policies<br />
See note 1 to the Group financial statements for a description.<br />
2 Other operating income<br />
Management fees from Group companies 7 7<br />
Total other operating income 7 7<br />
3 Fees to auditors appointed at the annual general meeting<br />
KPmG<br />
Audit (1) (1)<br />
Preparation of a potential IPO (8) -<br />
Total fees (9) (1)<br />
4 Staff costs<br />
Ordinary remuneration to the Executive Management Board (7) (8)<br />
Remuneration to the Executive Management Board relating to preparation of a potential IPO (7) -<br />
Remuneration to the Board of Directors (2) (1)<br />
Total (16) (9)<br />
Of which reinvoiced 3 -<br />
Total staff costs (13) (9)<br />
Number of full-time employees 2 2<br />
The rate of increase in remuneration to the Executive Management Board excluding bonus was 2% in<br />
<strong>2010</strong> (2009: 0%).<br />
Remuneration to the Executive Management Board includes pension contributions of - 1<br />
The service contracts for the members of the Executive Management Board include severance<br />
periods which, in the case of resignation by an executive, are 6 months and, in the case of<br />
termination by the company, are 12 months.<br />
Warrant programme, Executive management Board<br />
Number of warrants at 1 January 4,443,120 4,443,120<br />
Buy back in the period. See note 21 to the Group financial statements (4,443,120) -<br />
Warrants at 31 December - 4,443,120<br />
In December <strong>2010</strong>, the Group acquired the existing warrants from the Executive Management Board<br />
through a cash buy back at market value. See note 37 to the Group financial statements. The warrant<br />
programme was subsequently cancelled in February 2011.<br />
At the extraordinary general meeting held on 25 February 2011, the Board of Directors was authorised<br />
to establish a new warrant programme. At the Board meeting held on 15 March 2011, the Board<br />
of Directors adopted a resolution to establish a new warrant programme for the Executive Management<br />
Board. The new warrant programme comprises 4,443,120 warrants. Each warrant entitles the<br />
holder to subscribe for one share with a nominal value of DKK 0.50 on 30 December 2015 at a price<br />
of DKK 125 per share. The warrants issued were acquired at market value, equivalent to DKK 11 million,<br />
and there are no conditions attached to the acquisition of the warrants.<br />
5 Exceptional items<br />
Costs related to preparation of a potential IPO (20) -<br />
Total exceptional items (20) -
Notes to the parent company financial statements<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 105<br />
Note DKK million <strong>2010</strong> 2009<br />
6 Financial income<br />
Foreign exchange gains - 1<br />
Interest from Group companies 14 22<br />
Total financial income 14 23<br />
7 Financial expenses<br />
Foreign exchange losses (2) -<br />
Interest to credit institutions (94) (115)<br />
Total financial expenses (96) (115)<br />
8 Income taxes<br />
Current tax 6 14<br />
Change in deferred tax for the year 15 11<br />
Prior-year adjustments (1) 1<br />
Total income taxes 20 26<br />
Tax on other comprehensive income (1) 7<br />
Total tax 19 33<br />
Income taxes received during the year 30 31<br />
Breakdown of tax rate:<br />
Total income taxes 20 26<br />
Profit before tax 451 149<br />
Dividends from Group companies (557) (250)<br />
Tax base for current tax (106) (101)<br />
Effective tax rate 18.9% 25.3%<br />
Reconciliation of tax rate:<br />
Danish tax rate 25.0% 25.0%<br />
Non-deductible costs/(tax-exempt income) (4.6%) 0.3%<br />
Other adjustments including adjustments relating to prior years (1.5%) -<br />
Effective tax rate 18.9% 25.3%<br />
9 Investments in subsidiaries<br />
Cost at 1 January 3,249 3,249<br />
Cost at 31 December 3,249 3,249<br />
Carrying amount at 31 December 3,249 3,249<br />
See "Legal entities" for a list of companies
106 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Parent Company<br />
Notes to the parent company financial statements<br />
Note DKK million <strong>2010</strong> 2009<br />
10 Share capital and treasury shares<br />
movements in share capital in the past 7 financial years<br />
Share capital at 1 January - -<br />
Additions on capital increase in 2004 44 44<br />
Additions on capital increase in 2006 1 1<br />
Additions on capital increase in 2008 0 0<br />
Additions on capital increase in 2009 1 1<br />
Share capital at 31 December 46 46<br />
The share capital is divided into 92,786,800 shares (2009: 92,786,800 shares) with a nominal value of DKK 0.50 each.<br />
The shares are fully paid up and are not divided into classes.<br />
Nominal value<br />
Number of shares (DKK thousand) % of share capital<br />
Treasury shares <strong>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
Treasury shares at 1 January 258,219 79,291 129 40 0.29 0.09<br />
Additions 95,238 178,928 48 89 0.10 0.20<br />
Disposals (353,457) - (177) - (0.39) -<br />
Treasury shares at 31 December - 258,219 - 129 - 0.29<br />
The purchase price of treasury shares acquired during the financial year was DKK 6 million (2009: DKK 5 million).<br />
The sales price of treasury shares sold during the financial year was DKK 30 million (2009: DKK 0 million).<br />
Note DKK million <strong>2010</strong> 2009<br />
11 Deferred tax<br />
Deferred tax provisions at 1 January 45 53<br />
Change in deferred tax for the year (15) (11)<br />
Change in deferred tax for prior years - 3<br />
Deferred tax provisions at 31 December 30 45<br />
Deferred tax provision 30 45<br />
Deferred tax provisions at 31 December 30 45<br />
Breakdown of deferred tax:<br />
Intangible assets 32 42<br />
Current assets 0 4<br />
Non-current debt and provisions (2) (1)<br />
Deferred tax provisions at 31 December 30 45
Notes to the parent company financial statements<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 107<br />
Note DKK million <strong>2010</strong> 2009<br />
12 Credit institutions<br />
Non-current liability:<br />
Long-term loans 2,721 2,522<br />
Current liability:<br />
Short-term loans 302 265<br />
Total credit institutions 3,023 2,787<br />
Breakdown by maturity:<br />
Due within 1 year 302 265<br />
Due between 1 and 3 years 2,499 640<br />
Due between 3 and 5 years 222 1,882<br />
Total 3,023 2,787<br />
Breakdown by currency:<br />
DKK 1,921 1,594<br />
EUR 853 956<br />
USD 249 237<br />
Total 3,023 2,787<br />
Interest reset periods:<br />
Within 3 months 3,023 2,787<br />
Total 3,023 2,787<br />
The statements set out above do not include liabilities relating to interest for subsequent financial<br />
periods. See note 36 to the Group financial statements for a description of the Group's risks<br />
and cash resources.<br />
The effective interest rate has been determined at 3.2% (2009: 3.8%).<br />
For debt with an interest reset period within 3 months, regular assessments are made of how<br />
long the interest period should be. As at the balance sheet date, the interest rate in DKK was<br />
fixed for one month and averaged approximately 1.8% (2009: 1.8%).<br />
As at the balance sheet date, the interest rate in EUR was fixed for one month and averaged<br />
approximately 1.0% (2009: 0.8%). As at the balance sheet date, the interest rate in USD was<br />
fixed for 3 months and averaged approximately 0.7% (2009: 0.6%).<br />
The market value of debt with an interest reset period within 3 months is approximately<br />
DKK 3,024 million (2009: DKK 2,700 million).<br />
DKK 25 million (2009: DKK 7 million) of capitalised loan costs has been deducted from the<br />
carrying amount of debt.<br />
13 Other payables<br />
Fair value of interest rate collar 64 66<br />
Total other payables 64 66<br />
14 Net financials<br />
Financial income and expenses (82) (92)<br />
Total net financials (82) (92)
108 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Parent Company<br />
Notes to the parent company financial statements<br />
Note DKK million <strong>2010</strong> 2009<br />
15 Other movements relating to shareholders<br />
Capital increase - 39<br />
Acquisition of treasury shares (6) (5)<br />
Disposal of treasury shares 30 -<br />
Payment received for change of warrant terms - 1<br />
Total other movements relating to shareholders 24 35<br />
16 Contingent liabilities, contractual obligations and collateral security<br />
<strong>Falck</strong> 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 cash pool under which <strong>Falck</strong> Danmark A/S controls<br />
the principal facility account. The companies are jointly and severally liable with the total deposits on the said accounts vis-à-vis the bank<br />
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> A/S<br />
17 Financial instruments<br />
There were no changes in the risk exposure or risk management of <strong>Falck</strong> A/S as compared with 2009. See also note 36 to the consolidated<br />
financial statements of the Group.<br />
Foreign exchange risk <strong>2010</strong> 2009<br />
The hypothetical impact on the Probable Hypothetical Probable Hypothetical<br />
profit for the year and the change in impact Hypothetical change in impact Hypothetical<br />
equity from reasonably probable exchange on profit impact exchange on profit impact<br />
changes in exchange rates: rate for the year on equity rate for the year on equity<br />
EUR/DKK 1% 9 9 1% 10 10<br />
USD/DKK 1% - 25 1% - -<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<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 13 million (2009: DKK 10 million) as the market rate for the current year is below the floor of interest rate collars. Without an interest<br />
rate collar, a fluctuation by 1% would change the company's interest expense by DKK 34 million (2009: DKK 28 million.).<br />
The company monitors developments in market interest rates closely so that it can react if the market situation changes.<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<br />
interest exposure if market interest rates exceed 5.5%. The interest rate collar also includes a floor rate fixed at 3.25% and thereby resulting<br />
in the hedged amount at all times being subject to interest in the range of 3.25% to 5.5%.<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>2010</strong>. No adjustment<br />
has been made for servicing and raising of debt or the like in <strong>2010</strong>. Furthermore, it is assumed that all hedges of floating-rate loans<br />
are effective.
Notes to the parent company financial statements<br />
Note DKK million<br />
17 Financial instruments (continued)<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 109<br />
maturity analysis of financial assets and liabilities<br />
Assumptions applied in the maturity analysis:<br />
The maturity analysis is based on all non-discounted cash flows including estimated interest payments. Interest payments have been<br />
estimated 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 />
Due Due Due Contrac-<br />
within between between Due tual Total<br />
one 1 and 3 3 and 5 after 5 cash carrying market<br />
Contractual cash flows including interest <strong>2010</strong> year years years years flows amount value<br />
Financial assets:<br />
Receivables from Group companies 992 378 - - 1,370 1,370 1,370<br />
Cash 8 - - - 8 8 8<br />
Loans and receivables 1,000 378 - - 1,378 1,378 1,378<br />
Total financial assets 1,000 378 - - 1,378 1,378 1,378<br />
Financial liabilities:<br />
Credit institutions 368 2,836 - - 3,204 3,023 3,024<br />
Payables to Group companies 34 - - - 34 34 34<br />
Financial liabilities measured<br />
at amortised cost 402 2,836 - - 3,238 3,057 3,058<br />
Derivative financial instruments to hedge<br />
future cash flows 32 25 - - 57 64 64<br />
Financial liabilities used as<br />
hedging instruments 32 25 - - 57 64 64<br />
Total financial liabilities 434 2,861 - - 3,295 3,121 3,122<br />
Due Due Due Contrac-<br />
within between between Due tual Total<br />
one 1 and 3 3 and 5 after 5 cash carrying market<br />
Contractual cash flows including interest 2009 year years years years flows amount value<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<br />
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<br />
hedging instruments 39 29 - - 68 66 66<br />
Total financial liabilities 341 736 1,889 - 2,966 2,853 2,772
110 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Parent Company<br />
Notes to the parent company financial statements<br />
Note DKK million<br />
17 Financial instruments (continued)<br />
Hedging and derivative financial instruments <strong>2010</strong> 2009<br />
Hedged market Hedged market<br />
Interest rate collar: value value value value<br />
DKK collar (floor 3.25% / cap 5.5%) expires in 2013 855 (30) 960 (25)<br />
EUR collar (floor 3.25% / cap 5.5%) expires in 2013 855 (34) 960 (41)<br />
(64) (66)<br />
Of which recognised in the income statement - -<br />
For future recognition (64) (66)<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 />
Quoted Non-<br />
market Observable observable<br />
Fair value hierarchy for financial instruments prices input input<br />
measured at fair value in the balance sheet (Level 1) (Level 2) (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 - 64 - 64<br />
Total financial liabilities - 64 - 64<br />
Quoted Non-<br />
market Observable observable<br />
Fair value hierarchy for financial instruments prices input input<br />
measured at fair value in the balance sheet (Level 1) (Level 2) (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 />
<strong>2010</strong><br />
2009
Notes to the parent company financial statements<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 111<br />
Note DKK million <strong>2010</strong> 2009<br />
18 Related parties<br />
As a parent company, <strong>Falck</strong> A/S has a controlling interest in the Group.<br />
The Group’s related parties are the members of <strong>Falck</strong> L.P.,LFI A/S, the Board of Directors and<br />
the Executive Management Board as well as their family members. Related parties also comprise<br />
companies in which the individuals mentioned above have material interests.<br />
The company's shareholders who each hold more than 5% of the shares are:<br />
LFI A/S, Hellerup 36.0% -<br />
<strong>Falck</strong> L.P., Jersey 43.9% 71.9%<br />
ATP PEP 1 K/S, Copenhagen 6.4% 10.5%<br />
Liberatio A/S, Aarhus 5.2% 4.8%<br />
Related parties also comprise Group companies and associates in which the company has a<br />
controlling or significant influence, as well as the members of the Boards of Directors, Executive<br />
Management Boards and senior management of those companies. Related parties also comprise<br />
companies in which the individuals mentioned above have material interests.<br />
The company has only to a limited extent traded with related parties. Transactions with related<br />
parties 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 />
Costs invoiced to <strong>Falck</strong> L.P. 6 -<br />
Payment received for change of warrant terms, Executive Management Board - 1<br />
Capital increase, Board of Directors - 39<br />
Purchase of treasury shares - 5<br />
Sale of treasury shares, Board of Directors 1 -<br />
Sale of treasury shares, Executive Management Board 29 -<br />
No transactions have taken place during the year with members of the Board of Directors, the<br />
Executive Management Board, senior management or significant shareholders, other than<br />
those mentioned above and the remuneration disclosed in note 7 to the Group financial statements.<br />
19 New financial reporting regulations<br />
See note 38 to the Group financial statements for a description.<br />
20 Events after the balance sheet date<br />
At the extraordinary general meeting held on 25 February 2011, the Board of Directors was<br />
authorised to establish a new warrant programme. See note 7 to the Group financial statements<br />
for further information about the warrant programme.
112 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Statements<br />
Management’s statement<br />
The Board of Directors and the Executive Management Board today considered and approved the annual report of <strong>Falck</strong> A/S <strong>2010</strong>.<br />
The annual report has been prepared in accordance with the International Financial <strong>Report</strong>ing Standards (IFRS) as adopted by the EU<br />
and additional Danish disclosure requirements for annual reports. In our opinion, the accounting policies applied are appropriate, and<br />
the Group’s and the parent company’s financial statements give a true and fair view of the Group’s and the parent company’s assets, liabilities<br />
and financial position as at 31 December <strong>2010</strong> and of the results of the Group’s and the parent company’s operations and cash<br />
flows for the financial year 1 January – 31 December <strong>2010</strong>.<br />
Furthermore, in our opinion, the Management review includes a fair review of developments in the Group's and the parent company's<br />
activities and finances, the profit for the year and the Group’s and the parent company’s financial position.<br />
We recommend that the annual report be approved by the shareholders at the annual general meeting.<br />
Copenhagen, 15 March 2011<br />
Executive management Board:<br />
Allan Søgaard Larsen Morten R. Pedersen<br />
President and CEO Deputy CEO<br />
Board of Directors:<br />
Lars Nørby Johansen Lars Terney Thorleif Krarup<br />
Chairman Deputy Chairman Deputy Chairman<br />
Steen Hemmingsen Kim Gulstad Johannes Due<br />
Mats Jansson Thorhild Widvey Vagn Flink Møller Pedersen *<br />
Jan Heine Lauvring * Per Aastrup *<br />
* Elected by the employees
Independent auditors' report<br />
Statements | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 113<br />
To the shareholders of <strong>Falck</strong> A/S<br />
We have audited the consolidated financial statements and the parent company financial statements of <strong>Falck</strong> A/S for the financial<br />
year 1 January – 31 December <strong>2010</strong>, pp. 49-118. The consolidated financial statements and the parent company financial statements<br />
comprise income statement, statement of comprehensive income, balance sheet, equity statement, cash flow statement and notes for<br />
the Group as well as for the parent company. The consolidated financial statements and the parent company financial statements have<br />
been prepared in accordance with International Financial <strong>Report</strong>ing Standards as adopted by the EU and additional Danish disclosure<br />
requirements in the Danish Financial Statements Act.<br />
In addition to our audit, we have read the Management review prepared in accordance with the Danish Financial Statements Act and<br />
issued a statement in this regard.<br />
management's responsibility<br />
Management is responsible for the preparation and fair presentation of the consolidated financial statements and the parent company<br />
financial statements in accordance with International Financial <strong>Report</strong>ing Standards as adopted by the EU and additional Danish<br />
disclosure requirements in the Danish Financial Statements Act. This responsibility includes: designing, implementing and maintaining<br />
internal control relevant to the preparation and fair presentation of consolidated financial statements and parent company financial<br />
statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting<br />
policies; and making accounting estimates that are reasonable in the circumstances. Further, it is the responsibility of Management to<br />
prepare a Management review that gives a fair review in 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 financial statements and the parent company financial statements based<br />
on our audit. We conducted our audit in accordance with Danish Standards on Auditing. Those standards require that we comply with<br />
ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements and<br />
the parent company financial statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements<br />
and the parent company financial statements. The procedures selected depend on the auditors' judgement, including the assessment<br />
of the risks of material misstatement of the consolidated financial statements and the parent company financial statements,<br />
whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company's preparation<br />
and fair presentation of the consolidated financial statements and the parent company financial statements in order to design<br />
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the<br />
Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of<br />
accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements and<br />
the parent company financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.<br />
Our audit did not result in any qualification.<br />
Opinion<br />
In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the<br />
Group's and the parent company's assets, liabilities and financial position at 31 December <strong>2010</strong> and of the results of the Group's and the<br />
parent company's operations and cash flows for the financial year 1 January – 31 December <strong>2010</strong> in accordance with International Financial<br />
<strong>Report</strong>ing Standards as adopted by the EU and additional Danish disclosure requirements in the Danish Financial Statements Act.<br />
Statement on the management review<br />
Pursuant to the Danish Financial Statements Act, we have read the Management review. We have not performed any other procedures<br />
in addition to the audit of the consolidated financial statements and the parent company financial statements. On this basis, it is our<br />
opinion that the information given in the Management review is consistent with the consolidated financial statements and the parent<br />
company financial statements.<br />
Copenhagen, 15 March 2011<br />
KPmG<br />
Statsautoriseret Revisionspartnerselskab<br />
Flemming Brokhattingen Søren Kok Olsen<br />
State Authorized Public Accountant State Authorized Public Accountant
114 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Board of Directors and Executive Management Board<br />
Board of Directors, Executive Management Board and auditors<br />
BOARD OF DIRECTORS OF FALCK 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 />
• Danmarks Vækstråd (chairman)<br />
• DONG Energy A/S (deputy chairman)<br />
• Index Award A/S<br />
• Rockwoolfonden (deputy chairman)<br />
• Codan A/S and Codan Forsikring A/S<br />
• Arp-Hansen Hotel Group A/S<br />
• Institut for selskabsledelse<br />
Lars Terney, born 1967<br />
Deputy Chairman<br />
Partner of NC Advisory A/S, adviser to Nordic Capital Fund V<br />
Member of the boards of directors of:<br />
• EDB Gruppen Holding A/S (chairman)<br />
• EG Holding A/S (chairman)<br />
• EG A/S (chairman)<br />
• NC Advisory A/S<br />
Thorleif Krarup, born 1952<br />
Deputy Chairman<br />
Member of the boards of directors of:<br />
• Sport One Danmark A/S (chairman)<br />
• Exiqon A/S (chairman)<br />
• ALK-Abelló A/S (deputy chairman)<br />
• H. Lundbeck A/S (deputy chairman)<br />
• Lundbeckfond Invest A/S (deputy chairman)<br />
• The Lundbeck Foundation<br />
Steen Hemmingsen, born 1945<br />
CEO of the Lundbeck Foundation and Lundbeckfond Invest A/S<br />
Member of the boards of directors of:<br />
• H.J. Hansen Holding A/S (chairman)<br />
• H.J. Hansen Genvindingsindustri A/S (chairman)<br />
• Obel-LFI Ejendomme A/S (deputy chairman)<br />
• Amagerbanken af 2011 A/S<br />
• Det Østasiatiske Kompagnis Almennyttige Fond<br />
Kim Gulstad, born 1976<br />
Director of NC Advisory A/S, adviser to Nordic Capital Fund V<br />
Johannes Due, born 1949<br />
CEO of Sygeforsikringen "danmark"<br />
Member of the boards of directors of:<br />
• Forsikringsselskabernes Data Central (chairman)<br />
• Administrationsselskabet "danmark" A/S (chairman)<br />
• University of Southern Denmark (chairman)<br />
• The Prevention Fund (chairman)<br />
• Universities in Denmark (chairman)<br />
• Bikuben Fonden af 1989 (deputy chairman)<br />
• The Danish Insurance Association<br />
• International Federation of Health Plans<br />
mats Jansson, born 1951<br />
Member of the board of directors of:<br />
• Danske Bank A/S<br />
Thorhild Widvey, born 1956<br />
Member of the boards of directors of:<br />
• Akvagroup ASA<br />
• Align AS<br />
• Stream AS<br />
• RXT ASA/Reservoir Exploration Technology<br />
• IRIS AS (International Research Institute of Stavanger)<br />
• Hitec Vision Private Equity<br />
• ENI AS<br />
• Sysco AS<br />
• NBT AS<br />
• Morpol ASA<br />
Vagn Flink møller Pedersen, born 1957<br />
Emergency Medical Technician<br />
Elected by the employees<br />
Jan Heine Lauvring, born 1953<br />
Emergency Medical Technician<br />
Elected by the employees<br />
Per Aastrup, born 1959<br />
Emergency Medical Technician<br />
Elected by the employees
EXECUTIVE mANAGEmENT BOARD OF FALCK A/S<br />
Allan Søgaard Larsen, born 1956<br />
President and CEO<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<br />
AUDITORS APPOINTED BY THE GENERAL mEETING<br />
KPMG<br />
Borups Allé 177<br />
DK-2000 Frederiksberg<br />
Denmark<br />
by/ Flemming Brokhattingen and Søren Kok Olsen<br />
State Authorised Public Accountants<br />
COmPANY INFORmATION<br />
<strong>Falck</strong> A/S<br />
Polititorvet<br />
1780 Copenhagen V<br />
Denmark<br />
Tel.: +45 70 33 33 11<br />
WWW.FALCK.COM<br />
WWW.FALCK.DK<br />
CVR no. 28 10 13 76<br />
Board of Directors and Executive Management Board | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 115
116 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Legal entities in the <strong>Falck</strong> Group as at 31 December<br />
Company name Country Equity Interest<br />
<strong>Falck</strong> A/S Denmark 100%<br />
<strong>Falck</strong> Danmark A/S Denmark 100%<br />
<strong>Falck</strong> Health Care Holding A/S Denmark 100%<br />
<strong>Falck</strong> Health Care A/S Denmark 100%<br />
ActivCare A/S Denmark 100%<br />
ActivCare Privat A/S Denmark 100%<br />
Ulfab Danmark A/S (2) Denmark 100%<br />
Vikteam A/S Denmark 80%<br />
<strong>Falck</strong> Hjælpemidler A/S Denmark 91.6%<br />
<strong>Falck</strong> JobService A/S Denmark 84.5%<br />
<strong>Falck</strong> Hjemmepleje A/S Denmark 100%<br />
Lone Hovmand Sundhedsafdeling A/S Denmark 100%<br />
North Securities A/S (1) Denmark 20%<br />
<strong>Falck</strong> Norge Holding AS Norway 100%<br />
<strong>Falck</strong> Redning AS Norway 100%<br />
<strong>Falck</strong> Emergency AS Norway 100%<br />
<strong>Falck</strong> Ambulanse AS Norway 100%<br />
<strong>Falck</strong> Norge Leasing AS Norway 100%<br />
<strong>Falck</strong> Health Care Norge AS Norway 100%<br />
<strong>Falck</strong> Nutec Holding A/S Denmark 100%<br />
<strong>Falck</strong> Nutec Esbjerg A/S Denmark 100%<br />
<strong>Falck</strong> Nutec Management A/S Denmark 100%<br />
<strong>Falck</strong> Global Safety B.V. The Netherlands 100%<br />
<strong>Falck</strong> Nutec AS Norway 100%<br />
<strong>Falck</strong> Nutec Ltd. United Kingdom 100%<br />
Nutec Centre for Safety Ltd. (2) United Kingdom 100%<br />
<strong>Falck</strong> Onsite Limited United Kingdom 100%<br />
Onsite Training Services Limited. (2) United Kingdom 100%<br />
<strong>Falck</strong> Nutec Trinidad and Tobago Limited Trinidad & Tobago 80%<br />
Nutec UK Ltd. (2) United Kingdom 100%<br />
Nutec Belgium Holding BVBA (2) Belgium 100%<br />
Nutec Belgium BVBA (2) Belgium 100%<br />
<strong>Falck</strong> Nutec B.V. The Netherlands 100%<br />
RISC Fire and Safety Services B.V. The Netherlands 100%<br />
Accentus B.V. The Netherlands 100%<br />
Marinesafety International Rotterdam B.V. The Netherlands 100%<br />
MSTS Asia Sdn. Bhd. Malaysia 70%<br />
Risktec (M) Sdn. Bhd. Malaysia 100%<br />
<strong>Falck</strong> Bestari Healthcare Sdn Bhd Malaysia 82%<br />
MSTS Asia (S'pore) Pte. Ltd. Singapore 100%<br />
<strong>Falck</strong> Bedrijfshulpverlening BV The Netherlands 100%<br />
<strong>Falck</strong> Prime Atlantic Limited Nigeria 51%<br />
<strong>Falck</strong> Nutec Brasil Participacoes Ltda Brazil 100%<br />
<strong>Falck</strong> Nutec Brasil Treinamentos em Segurança Marítima Ltda Brazil 100%<br />
Southfield Ltd Thailand 49.5%<br />
<strong>Falck</strong> Nutec (Thailand) Ltd Thailand 65%<br />
<strong>Falck</strong> Nutec Nigeria Limited Nigeria 100%<br />
<strong>Falck</strong> USA Holdings, Inc USA 100%<br />
<strong>Falck</strong> Alford Holdings, Inc USA 80%<br />
Alford Services, Inc USA 100%<br />
Alford Safety Services, Inc USA 100%<br />
Alford Safety & Compliance, L.L.C. USA 100%<br />
Haztec Services - West Indies, L.L.C. USA 100%<br />
Haztec Services St. Lucia Ltd St. Lucia 100%<br />
Haztec Services Trinidad Limited Trinidad & Tobago 100%<br />
<strong>Falck</strong> Alford International BV The Netherlands 100%<br />
<strong>Falck</strong> Alford Holding S.A. de C.V. Mexico 100%<br />
<strong>Falck</strong> Alford Training S.A.I.P. de C.V. Mexico 100%<br />
<strong>Falck</strong> Nutec Vietnam Limited Vietnam 80%<br />
<strong>Falck</strong> Safety Services LLC United Arab Emirates 49%
Legal entities in the <strong>Falck</strong> Group as at 31 December<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 117<br />
Company name Country Equity Interest<br />
<strong>Falck</strong> Investment Norge AS Norway 100%<br />
<strong>Falck</strong> Followit Norge AS Norway 100%<br />
VIFA AB Sweden 100%<br />
<strong>Falck</strong> Sverige Holding AB Sweden 100%<br />
<strong>Falck</strong> Investment Sverige AB Sweden 100%<br />
<strong>Falck</strong> Räddningskär AB Sweden 100%<br />
<strong>Falck</strong> Forsäkrings AB Sweden 100%<br />
<strong>Falck</strong> TravelCare AB Sweden 100%<br />
<strong>Falck</strong> Ambulans AB Sweden 100%<br />
<strong>Falck</strong> Räddningstjänst AB Sweden 100%<br />
<strong>Falck</strong> Services AB Sweden 100%<br />
Svensk Sjöambulans AB (1) Sweden 50%<br />
Ulfab Sairaankuljetus OY Finland 100%<br />
S Reg Holding A/S Denmark 100%<br />
S Reg AB Sweden 100%<br />
S Reg Service AB Sweden 100%<br />
S Reg A/S Denmark 100%<br />
S Reg Oy Finland 100%<br />
S Reg AS Norway 100%<br />
<strong>Falck</strong> EMS Holdings, Inc. USA 100%<br />
<strong>Falck</strong> EMS Corp. USA 100%<br />
FCA Corp. USA 100%<br />
Care Ambulance Service, Inc. USA 87%<br />
<strong>Falck</strong> Health Care Sverige Holding AB Sweden 100%<br />
<strong>Falck</strong> AM Health Care AB Sweden 70%<br />
<strong>Falck</strong> Health Care AM A/S Denmark 100%<br />
<strong>Falck</strong> Aktiv Arbetsmedicin AB Sweden 100%<br />
<strong>Falck</strong> Healthcare AB Sweden 100%<br />
<strong>Falck</strong> Investments Finland Oy Ab Finland 100%<br />
<strong>Falck</strong> Finland Oy Finland 100%<br />
<strong>Falck</strong> Oy Finland 100%<br />
<strong>Falck</strong> Autoabi OÜ Estonia 90%<br />
<strong>Falck</strong> Benelux NV Belgium 60%<br />
Ambuce Rescue Team BVBA Belgium 100%<br />
Ambuce Limburg BVBA Belgium 100%<br />
MDV International BVBA Belgium 100%<br />
<strong>Falck</strong> Investments NV Belgium 80%<br />
<strong>Falck</strong> Medical Services LLC United Arab Emirates 49%<br />
<strong>Falck</strong> Eurasia B.V. The Netherlands 95.05%<br />
<strong>Falck</strong> Foundation VZW Belgium 100%<br />
<strong>Falck</strong> Medycyna Sp.z o.o. Poland 100%<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%<br />
<strong>Falck</strong> Academy s.r.o. Slovakia 100%<br />
La Salus, a.s. Slovakia 100%<br />
La Salus Phrama s.r.o. Slovakia 100%<br />
<strong>Falck</strong> Fire Services a.s. Slovakia 100%<br />
<strong>Falck</strong> CZ a.s. Czech Republic 92.5%<br />
Lainsa Servicios Contra Incendios, S.A. Spain 51%<br />
<strong>Falck</strong> France SAS France 100%
118 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> | Group<br />
Legal entities in the <strong>Falck</strong> Group as at 31 December<br />
Company name Country Equity Interest<br />
<strong>Falck</strong> AVD Holding B.V. The Netherlands 100%<br />
<strong>Falck</strong> AVD B.V. The Netherlands 100%<br />
Advisebureau van Dijke B.V. The Netherlands 100%<br />
AVD-ICT B.V. The Netherlands 100%<br />
Safety Center Holding B.V. The Netherlands 100%<br />
Safety Center Holland B.V. The Netherlands 100%<br />
Safety Center Zuid Holland B.V. The Netherlands 100%<br />
Safety Center Colleage c.v. The Netherlands 51%<br />
Safety Center Zuid Holland c.v. The Netherlands 52%<br />
MIT B.V. The Netherlands 100%<br />
Safe Building B.V. The Netherlands 100%<br />
Safety Center Team B.V. The Netherlands 100%<br />
AVD Consultancy N.V. Belgium 100%<br />
<strong>Falck</strong> Brasil AVD Participações Ltda. Brazil 100%<br />
<strong>Falck</strong> Brasil Plano de Saúde Ltda. Brazil 100%<br />
<strong>Falck</strong> Brasil 747 Participações Ltda. Brazil 100%<br />
Toesa Service S.A. Brazil 60%<br />
Tefe Tefe Servicos de Saude Ltda Brazil 100%<br />
<strong>Falck</strong> Brasil FF Participações Ltda. Brazil 100%<br />
<strong>Falck</strong> Brasil Fire Fighting Participações Ltda. Brazil 100%<br />
<strong>Falck</strong> Rettungsdienst GmbH Germany 100%<br />
<strong>Falck</strong> Österreich GmbH Austria 100%<br />
<strong>Falck</strong> Yardim Hizmetleri Limited S¸irketi Turkey 95%<br />
<strong>Falck</strong> UK Limited United Kingdom 100%<br />
<strong>Falck</strong> EMS UK Limited United Kingdom 100%<br />
Resource Protection International Ltd. United Kingdom 100%<br />
<strong>Falck</strong> India Limited United Kingdom 100%<br />
<strong>Falck</strong> Services Limited Mauritius 100%<br />
<strong>Falck</strong> India Pvt. Ltd. (India) India 100%<br />
<strong>Falck</strong> Services Pvt Ltd. (India) India 100%<br />
<strong>Falck</strong> Fire Services S.R.L Romania 100%<br />
<strong>Falck</strong> Treasury A/S Denmark 100%<br />
Investeringsselskabet af 17. december 2007 A/S Denmark 100%<br />
<strong>Falck</strong> Asset Management 9 A/S Denmark 100%<br />
<strong>Falck</strong> DRF Luftambulance A/S Denmark 51%<br />
A C Trafik A/S Denmark 100%<br />
A C Trafik 2 ApS Denmark 100%<br />
KPC Ejendomme af 6. juni 2002 A/S (1) Denmark 25%<br />
<strong>Falck</strong> Nederland Holding B.V. The Netherlands 100%<br />
(1) Associated company<br />
(2) The company is at present without activity (dormant)
Definitions of ratios<br />
The ratios are basically calculated on the basis of the annual report<br />
and the Group’s accounting policies. The <strong>Falck</strong> Group calculates<br />
a number of ratios on the basis the financial-highlight figures<br />
in “Financial highlights and key ratios” on page 6. The definitions<br />
of those ratios are stated below.<br />
Organic growth<br />
Growth in external revenue relative to the preceding year measured<br />
in local currency and adjusted for revenue from acquisitions<br />
and divestments of subsidiaries, as they are not recognised until<br />
after 12 months. Substantial contracts won after the acquisition<br />
of small companies are included in organic growth.<br />
EBITA margin<br />
Operating profit before costs and amortisation from business<br />
combinations and exceptional items (EBITA) as a percentage of<br />
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 at<br />
year-end.<br />
Return on equity<br />
Profit for the year attributable to <strong>Falck</strong> as a percentage of average<br />
equity excluding minority interests.<br />
Net operating assets<br />
Net operating assets excluding goodwill defined as trade receivables<br />
and other current operating assets plus property, plant and<br />
equipment and intangible assets (excluding goodwill), less trade<br />
payables, other payables and other operating liabilities.<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 119<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 fully-year<br />
effect of acquisitions made during the period.<br />
Free cash flow<br />
Operating profit before costs and amortisation from business<br />
combinations and exceptional items (EBITA) adjusted for non-cash<br />
operating items and change in net operating assets.<br />
Cash conversion rate<br />
Free cash flow as a percentage of operating profit before costs<br />
and amortisation from business combinations and exceptional<br />
items (EBITA). The rate of operating profit before costs and<br />
amortisation from business combinations and exceptional items<br />
(EBITA) to the free cash flow (cash conversion rate) shows the<br />
Group’s ability to generate cash flows from operating activities<br />
after investments in intangible assets and property, plant and<br />
equipment and cash that must be tied up in working capital in<br />
order to generate cash.<br />
Earnings per share (EPS)<br />
Earnings attributable to the parent company’s shareholders per<br />
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 />
Normalised profit after tax<br />
Profit for the year less costs and amortisation from business combinations<br />
and exceptional items and tax thereon.
120 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Design and graphic production: meyer & bukdahl as
<strong>Falck</strong> A/S<br />
Polititorvet<br />
1780 Copenhagen V<br />
Denmark<br />
Tel.: +45 70 33 33 11<br />
www.falck.com<br />
CVR no. 28 10 13 76