Annual Report 2011 - Falck
Annual Report 2011 - Falck
Annual Report 2011 - Falck
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
<strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>
01<br />
42<br />
90<br />
Management review 1<br />
Key figures and financial ratios 2<br />
Highlights of the year 6<br />
Business areas 8<br />
Emergency 10<br />
Assistance 16<br />
Healthcare 20<br />
Training 24<br />
Corporate social responsibility 28<br />
Corporate governance 31<br />
Financial review 33<br />
Risk factors 39<br />
Business risks 39<br />
Financial risks 40<br />
Group financial statements 42<br />
Income statement 43<br />
Statement of comprehensive income 44<br />
Cash flow statement 45<br />
Balance sheet 46<br />
Equity statement 48<br />
Notes 49<br />
Parent company financial statements 90<br />
Income statement 91<br />
Statement of comprehensive income 92<br />
Cash flow statement 93<br />
Balance sheet 94<br />
Equity statement 96<br />
Notes 97<br />
Management’s statement 107<br />
Independent auditors’ report 108<br />
Board of Directors,<br />
Executive Management Board and auditors 109<br />
Legal entities in the <strong>Falck</strong> Group 111<br />
Definitions of ratios 115
Great Britain<br />
Emergency<br />
Training<br />
127 employees<br />
USA<br />
Emergency<br />
Training<br />
2,911 employees<br />
El Salvador<br />
Emergency<br />
83 employees<br />
Panama<br />
Emergency<br />
145 employees<br />
Ecuador<br />
Emergency<br />
116 employees<br />
Germany<br />
Emergency<br />
Training<br />
108 employees<br />
Columbia<br />
Emergency<br />
1,477 employees<br />
Belgium<br />
Emergency<br />
277 employees<br />
Venezuela<br />
Emergency<br />
391 employees<br />
Netherlands<br />
Emergency<br />
Training<br />
374 employees<br />
Trinidad<br />
Training<br />
45 employees<br />
Denmark<br />
Emergency<br />
Assistance<br />
Healthcare<br />
Training<br />
9,627 employees<br />
Uruguay<br />
Emergency<br />
1,104 employees<br />
Norway<br />
Emergency<br />
Assistance<br />
Healthcare<br />
Training<br />
609 employees<br />
Brasil<br />
Emergency<br />
Training<br />
721 employees<br />
Sweden<br />
Emergency<br />
Assistance<br />
Healthcare<br />
1,444 employees<br />
Spain<br />
Emergency<br />
412 employees
Estonia<br />
Assistance<br />
20 employees<br />
Nigeria<br />
Training<br />
83 employees<br />
Finland<br />
Emergency<br />
Assistance<br />
63 employees<br />
Slovakia<br />
Emergency<br />
1,732 employees<br />
Turkey<br />
Emergency<br />
4 employees<br />
Poland<br />
Emergency<br />
Healthcare<br />
2,982 employees<br />
Russia<br />
Emergency<br />
Romania<br />
Emergency<br />
221 employees<br />
Azerbaijan<br />
Training<br />
18 employees<br />
United Arab<br />
Emirates<br />
Emergency<br />
Training<br />
43 employees<br />
Kazakhstan<br />
Emergency<br />
India<br />
Emergency<br />
16 employees<br />
Thailand<br />
Training<br />
11 employees<br />
Malaysia<br />
Training<br />
77 employees<br />
Vietnam<br />
Training<br />
6 employees<br />
Singapore<br />
Training<br />
10 employees
Emergency<br />
1,800<br />
With more than 1,800 ambulances in 14 countries and firefighting<br />
contracts in eight countries, <strong>Falck</strong> is both the largest<br />
international ambulance operator in the world and the largest<br />
international fire service in the world<br />
Healthcare<br />
16<br />
<strong>Falck</strong> now operates 16 medical clinics in Poland<br />
Assistance<br />
1,800,000<br />
As of the turn of the year <strong>2011</strong>-2012, <strong>Falck</strong> served 1.8 million private<br />
customers in its Assistance business in Denmark, Norway,<br />
Sweden, Finland and Estonia<br />
Training<br />
24<br />
Revenue by geographical area Revenue by business area<br />
Denmark, 53.6%<br />
Nordic region, 16.7%<br />
Europe, 11.9%<br />
North America, 10.5%<br />
South America, 5.9%<br />
Rest of the world, 1.4%<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 1<br />
<strong>Falck</strong>’s training centre at Teeside in the UK has opened a<br />
24-metre high tower for wind turbine training<br />
Emergency, 53.6%<br />
Assistance, 26.4%<br />
Healthcare, 10.0%<br />
Training, 10.0%
2 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Key figures and financial ratios<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.<br />
Theese key figures and ratios are shown below.<br />
KEY FIGURES DKK million<br />
Income statement<br />
2007 2008 2009 2010 <strong>2011</strong><br />
Revenue<br />
Operating profit before amortisation, depreciation and impairment,<br />
6,271 7,066 7,529 8,367 10,193<br />
costs from business combinations and exceptional items (EBITDA)<br />
Operating profit before costs and amortisation from business combinations<br />
815 842 989 1,119 1,306<br />
and exceptional items (EBITA) 570 587 721 839 980<br />
Profit before financials 578 574 702 763 973<br />
Financials etc. -176 -201 -114 -122 -273<br />
Profit before tax 402 373 588 641 700<br />
Income taxes -91 -98 -171 -183 -184<br />
Profit for the year 311 275 417 458 516<br />
Amortisation of intangible assets and costs from business combinations 9 13 19 50 89<br />
Exceptional items -17 - - 26 -82<br />
Debt restructuring costs - - - - 73<br />
Tax on normalisation 4 -2 -4 -7 -35<br />
Normalised profit after tax 307 286 432 527 561<br />
Cash flow statement<br />
EBITA 570 587 721 839 980<br />
Amortisation, depreciation and impairment 245 255 268 280 326<br />
EBITDA 815 842 989 1,119 1,306<br />
Change in working capital including operating provisions -31 6 379 -113 -82<br />
Investments in intangible assets and property, plant and equipment -257 -295 -336 -401 -363<br />
Sales of non-current assets 21 13 64 237 37<br />
Free cash flow 548 566 1,096 842 898<br />
Free cash flow after exceptional items, interest and tax 236 300 801 478 513<br />
Investments in acquisitions -59 -460 -73 -720 -565<br />
Dividends paid, repayments, and changes in interest-bearing debt -99 258 -528 166 298<br />
Change in cash and cash equivalents 78 98 200 -76 246<br />
Balance sheet<br />
Current assets excluding cash and cash equivalents, etc. 754 813 1,020 1,464 1,590<br />
Liabilities excluding credit institutions, income taxes, etc. -1,706 -1,766 -2,365 -2,612 -2,811<br />
Operating provisions -74 -75 -68 -85 -54<br />
Non-current assets excluding goodwill 1,562 1,635 1,690 1,665 1,747<br />
Net operating assets excluding goodwill 536 607 277 432 472<br />
Goodwill 3,594 3,897 4,075 4,711 5,302<br />
Intangible assets from acquisitions 28 93 81 261 345<br />
Income taxes -15 -24 -22 -40 -51<br />
Net operating assets including goodwill 4,143 4,573 4,411 5,364 6,068<br />
Total equity 834 908 1,407 1,788 2,094<br />
Net interest-bearing debt 3,139 3,377 2,577 2,949 3,259<br />
Provisions for deferred tax 102 63 93 205 206<br />
Non-operating assets and liabilities 68 225 334 422 509<br />
Financing 4,143 4,573 4,411 5,364 6,068<br />
KEY RATIOS<br />
Income statement<br />
Revenue growth % 16.5 12.7 6.6 11.1 21.8<br />
Organic growth % 7.3 9.3 4.3 5.1 3.6<br />
EBITA margin % 9.1 8.3 9.6 10.0 9.6<br />
Effective tax rate, normalised for change in tax rate in 2007 % 26.4 26.3 29.0 28.6 26.2<br />
Earnings per share (EPS) DKK 3.2 2.9 4.4 4.8 5.4<br />
Diluted earnings per share (DEPS)<br />
Cash flow statement<br />
DKK 3.1 2.7 4.3 4.6 5.3<br />
Cash conversion rate % 96.1 96.4 152.0 100.4 91.6<br />
Net capital investments less depreciation DKKm -9 27 -8 -120 -<br />
Cash flow from operating activities<br />
Balance sheet<br />
DKKm 449 575 1,063 546 681<br />
Total assets DKKm 6,355 6,979 7,635 9,089 10,293<br />
Equity ratio % 13.1 13.0 18.4 19.7 20.3<br />
Return on equity % 60.1 32.6 36.0 28.9 29.7<br />
Return on equity excluding exceptional items % 57.1 32.6 36.0 30.6 24.8<br />
Net interest-bearing debt to EBITDA, normalised<br />
Other financial ratios<br />
Factor 3.85 3.76 2.64 2.48 2.47<br />
Number of employees at year-end Number 15,083 16,044 16,457 19,174 25,262<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 debt.<br />
Earnings and diluted earnings per share have been calculated in accordance with IAS 33 (note 14). For definitions of ratios, see page 115.
Revenue growth<br />
DKK million %<br />
12,000<br />
10,000<br />
8,000<br />
6,000<br />
4,000<br />
2,000<br />
0<br />
2007 2008 2009 2010 <strong>2011</strong><br />
Revenue growth Organic growth Revenue<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 />
2007 2008 2009 2010 <strong>2011</strong><br />
Cash conversion rate Free cash flow<br />
24<br />
20<br />
16<br />
12<br />
150<br />
125<br />
100<br />
75<br />
50<br />
25<br />
0<br />
8<br />
4<br />
0<br />
EBITA and EBITA margin<br />
DKK million %<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
2007 2008 2009 2010 <strong>2011</strong><br />
EBITA margin Operating profit before costs and amortisation from<br />
business activities and exceptional items (EBITA)<br />
Operating assets and liabilities<br />
DKK million<br />
2,800<br />
2,400<br />
2,000<br />
1,600<br />
1,200<br />
Revenue, EBITA, operating margin and organic growth by business area<br />
800<br />
400<br />
0<br />
2007 2008 2009 2010 <strong>2011</strong><br />
Operating assets Operating liabilities<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 3<br />
DKK million Revenue EBITA Operating margin (%)<br />
Organic<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010 growth<br />
Emergency 6,385 4,834 435 329 6.8 6.8 4.6<br />
Assistance 2,693 2,470 335 269 12.4 10.9 6.2<br />
Healthcare 1,112 1,196 82 75 7.4 6.3 (8.6)<br />
Training 1,019 958 128 142 12.6 14.8 6.9<br />
Other 24<br />
Elimination (1,016) (1,091)<br />
<strong>Falck</strong> Group 10,193 8,367 980 839 9.6 10.0 3.6<br />
18<br />
15<br />
12<br />
9<br />
6<br />
3<br />
0
Management review<br />
On the way to becoming a worldwide operator<br />
In <strong>2011</strong>, we came substantially closer to one of our goals:<br />
To become a worldwide organisation that works to prevent<br />
accidents, diseases and emergency situations; that rescues<br />
and assists people in an emergency quickly and competently;<br />
and that rehabilitates people after illness and injury.<br />
The <strong>Falck</strong> Group’s ownership structure was also settled in<br />
<strong>2011</strong>, and the owners are now Lundbeck Foundation, KIRKBI,<br />
the Executive Management Board, ATP, Folksam and PFA. With<br />
these shareholders, we expect to continue our international<br />
expansion and maintain our strong position in the Nordic<br />
region. We seek to achieve this using our many years of experience,<br />
mainly from Denmark, to develop new services and by<br />
exporting existing service concepts which we adapt to local<br />
conditions. <strong>Falck</strong> thus contributes to increasing the quality and<br />
efficiency of the services we provide to the public authorities,<br />
companies and the local population.<br />
Over the course of the year, we consolidated our position in a<br />
number of important fields in all our business areas.<br />
We purchased the leading ambulance and medical services<br />
company in South America, with 750,000 subscribers and<br />
activities in six countries. We also acquired a significant US ambulance<br />
company that provides assistance to people in distress<br />
in seven states on the US East Coast, so that we now have a<br />
presence on both the east and west coast of the United States.<br />
In Europe, we set up ambulance operations in Germany and<br />
won a number of ambulance contracts, e.g. in Poland, where<br />
the number of <strong>Falck</strong> ambulances more than doubled to 84.<br />
In the Assistance business, we signed a contract to provide<br />
roadside assistance to the customers of Norway’s largest<br />
insurance company. We also won a contract to supply an environmentally<br />
friendly fleet management system to the largest<br />
bus company in Norway. Moreover, 30,000 Nordic travellers<br />
received assistance from <strong>Falck</strong> TravelCare, including referrals<br />
to clinics, hospitalisation and repatriation from a number of<br />
holiday destinations.<br />
In the Healthcare business, <strong>Falck</strong> Healthcare acquired the<br />
second-largest private provider of healthcare solutions in<br />
Denmark.<br />
Never before has <strong>Falck</strong> provided safety training to so many employees<br />
in the off-shore industry: 204,000 people attended our<br />
courses in <strong>2011</strong> to learn how to handle themselves and their<br />
colleagues in difficult and hazardous situations. We opened yet<br />
another training centre, this time in Azerbaijan, which means<br />
we now operate 36 training centres in 15 countries on five<br />
continents.<br />
This higher activity level pushed our revenue up by 21.8%<br />
to DKK 10.2 billion. The organic growth rate was 3.6%. Our<br />
growth was also reflected in the growth in our operating<br />
profit, which rose 16.8% to DKK 980 million.<br />
Financially, <strong>2011</strong> was a good year for <strong>Falck</strong>. But at <strong>Falck</strong>, business<br />
is not just about financial performance. <strong>Falck</strong> is rooted in<br />
the services provided for 105 years by generation after generation<br />
of dedicated employees whose prime task was to respond<br />
when an accident occurred. They are the people who have<br />
created – and continue to develop – the excellent reputation<br />
<strong>Falck</strong> enjoys today.<br />
The employees have been and always will be the core and the<br />
driving power of <strong>Falck</strong>. Our physicians, rescue officers, firemen,<br />
physiotherapists, psychologists, instructors – all of our<br />
employees, are the hallmark of our organisation, whether they<br />
help fight a fire, get the car running, take care of sore joints,<br />
teach people how to look after themselves in hazardous situations<br />
or otherwise help and create peace of mind for people in<br />
more and more parts of the world.<br />
It is our duty to honour the <strong>Falck</strong> heritage – not just out of respect<br />
for the people who have worked to bring <strong>Falck</strong> to where<br />
it is today, but also because coming generations will carry the<br />
organisation forward, ensuring that <strong>Falck</strong> will work for citizens,<br />
businesses and authorities in the communities we serve – also<br />
in the years to come.<br />
Lars Nørby Johansen Allan Søgaard Larsen<br />
Chairman President and CEO
6 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Highlights of the year<br />
March<br />
US ambulance services provider acquired<br />
<strong>Falck</strong> executed the agreement signed on 1 January <strong>2011</strong> to<br />
purchase US-based ambulance company LifeStar. The company<br />
operates 440 ambulances and other rescue vehicles in seven<br />
states on the US East Coast. <strong>Falck</strong> already operates ambulances<br />
in California and is now the third-largest ambulance company in<br />
the United States.<br />
Polish medical clinics acquired<br />
In the same month, <strong>Falck</strong> acquired a controlling interest in<br />
Starowka, a company which operates four medical clinics with<br />
general practitioners, specialists and out-patient treatment in<br />
Warsaw and central Poland. This raised the number of medical<br />
clinics in Poland operated by <strong>Falck</strong> to 16.<br />
Acquired the leading ambulance and<br />
medical services company in South America<br />
<strong>Falck</strong> now holds 63.1% of the parent company of Colombiabased<br />
Grupo EMI, the leading provider of ambulance and medical<br />
services in South America. The company has 3,135 employees<br />
and offers a broad range of rescue services and products to<br />
people in Colombia, Uruguay, Venezuela, Ecuador, Panama and<br />
El Salvador.<br />
May<br />
Acquired HealthCare Danmark<br />
<strong>Falck</strong> strengthened its position as the largest private provider of<br />
healthcare solutions by purchasing the second-largest operator<br />
in the field, HealthCare Danmark. With this acquisition, <strong>Falck</strong><br />
expanded its network of healthcare clinics and has grown even<br />
stronger in its ability to prevent illness and strain. HealthCare<br />
Danmark provides healthcare schemes for 130,000 employees<br />
in public and private companies.<br />
June<br />
Signed fleet management contracts<br />
<strong>Falck</strong> signed a large framework agreement with Norway’s largest<br />
bus company to supply a fleet management system that<br />
increases safety, protects the environment and saves fuel. The<br />
system – <strong>Falck</strong> Sirius Eco Drive – makes it easier for drivers to<br />
optimise their individual driving behaviour.
July<br />
New ownership in place<br />
The new ownership of <strong>Falck</strong> – consisting of the Lund beck Foundation,<br />
KIRKBI, the Executive Management Board, ATP, Folksam<br />
and PFA – was finally in place, having received the approval of<br />
the competition authorities. The Lundbeck Foundation and<br />
KIRKBI hold 57% and 20% of <strong>Falck</strong> respectively. The Lundbeck<br />
Foundation is a commercial foundation that provides subsidies<br />
for scientific purposes in the biomedical and natural sciences,<br />
and KIRKBI is owned by the family behind the world-famous<br />
LEGO bricks, the Kirk Kristiansen family.<br />
Won ambulance contract in Poland<br />
In a number of tenders, <strong>Falck</strong> won contracts for an additional<br />
28 ambulances, bringing the total number of ambulances operated<br />
in Poland to 66.<br />
September<br />
Now also in Azerbaijan<br />
<strong>Falck</strong> acquired 65% of Caspian Safe, a company that runs a<br />
centre for safety training of off-shore employees at Baku, Azerbaijan.<br />
As a result, <strong>Falck</strong> is now also making its competencies<br />
available to oil and gas companies operating in and around the<br />
Caspian Sea.<br />
November<br />
Ambulances in Germany<br />
<strong>Falck</strong> acquired German ambulance company Krankentransport<br />
Herzig, which provides ambulance services in Hamm, North<br />
Rhine-Westphalia, with close to 100 employees and 20 vehicles.<br />
This is the first time since the 1980s that <strong>Falck</strong> is operating ambulance<br />
services in Germany. Through this company, <strong>Falck</strong> will<br />
likely participate in coming tender rounds for ambulance and<br />
patient transport contracts in Germany.<br />
December<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 7<br />
Won ambulance contract in Poland<br />
<strong>Falck</strong> will be operating even more ambulances in Poland after<br />
winning a number of additional contracts in the Lodz region: a<br />
total of 29 ambulances (18 of which are new) and a rescue boat.<br />
<strong>Falck</strong> won a number of other Polish contracts during the year and<br />
now manages a total of 84 ambulances and two rescue boats.
Emergency<br />
<strong>Falck</strong> is the largest international ambulance service provider<br />
in the world. <strong>Falck</strong> provides ambulance services to the people<br />
of 14 countries in Europe and North and South America<br />
in close collaboration with the authorities. <strong>Falck</strong> operates<br />
more than 1,800 ambulances.<br />
<strong>Falck</strong> is also the world’s largest international fire-fighting<br />
operator, with activities in eight different countries. In Denmark,<br />
<strong>Falck</strong> provides fire-fighting services for two-thirds of<br />
the country’s municipalities. In the other countries, <strong>Falck</strong><br />
is active in industrial fire services, fire training and fire services<br />
consulting for both public and industrial customers<br />
Assistance<br />
<strong>Falck</strong>’s Assistance services are concentrated in four Nordic<br />
countries (Denmark, Finland, Norway and Sweden). The<br />
services provide the citizens with the greatest possible security<br />
and peace of mind, either by preventing accidents or<br />
by providing fast and competent assistance when accidents<br />
occur. Assistance services are often subscription-based and<br />
especially provide help to subscribers with their cars and<br />
homes. As an example, <strong>Falck</strong> helps members whose car has<br />
broken down: in most cases, <strong>Falck</strong> staff can repair the car<br />
on the spot. <strong>Falck</strong> helps homeowners with everything from<br />
water in the basement to snow on the roof.<br />
Healthcare<br />
An important part of <strong>Falck</strong> Healthcare’s efforts consists of<br />
preventing illness, stress and attrition. The goal is to ensure<br />
that each individual has a better, longer and healthier<br />
worklife. This also means greater job satisfaction at the<br />
workplace, as well as lower costs related to illness, lower<br />
public-sector costs for social security and lower costs for insurance<br />
companies saving money on claims resulting from a<br />
reduction in or loss of working capacity, for example.<br />
Training<br />
<strong>Falck</strong> provides rescue and safety courses and other safety<br />
ser vices in 15 countries on five continents. This happens at<br />
28 training centres aimed at the offshore industry and the<br />
maritime sector, but the chemical industry, the aviation<br />
industry and the armed forces in Denmark and Sweden also<br />
make use of <strong>Falck</strong>’s facilities and services. In addition, <strong>Falck</strong><br />
has eight land-based training centres in the Netherlands.<br />
At all these centres, people are instructed in safe behaviour<br />
in order to avoid accidents in the workplace, and they are<br />
taught how to react correctly – also under extreme conditions<br />
– if accidents do occur.
Business areas<br />
and their performance
Per Riber Jacobsen, age 42,<br />
paramedic,<br />
helping a patient on board the <strong>Falck</strong> DRF Danish-<br />
German medical helicopter together with a German<br />
colleague.
<strong>Falck</strong> is the world’s largest international<br />
ambulance operator and also the world’s<br />
largest fire service provider<br />
1,200<br />
Emergency<br />
Some 1,200 missions are operated from the base each year<br />
The helicopter is on standby and ready for response in about<br />
two minutes during daytime.
12 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Emergency<br />
<strong>Falck</strong>’s Emergency activities in <strong>2011</strong> saw significant<br />
international expansion and a number of new<br />
contracts. This contributed to a 32.1% increase<br />
in revenue from the Emergency business, from<br />
DKK 4,834 million to DKK 6,385 million<br />
• Established ambulance operations in six countries in<br />
South America<br />
• Expanded ambulance operations in the United States<br />
• Doubled the number of ambulances operated in Poland<br />
• Began operations of more industrial fire services in Europe<br />
<strong>Falck</strong> is the largest international ambulance service provider in<br />
the world. <strong>Falck</strong> provides ambulance services to the people in<br />
14 countries in Europe and North and South America in close<br />
collaboration with the authorities. <strong>Falck</strong> operates more than<br />
1,800 ambulances with ambulance officers, nurses and/or doctors<br />
treating more than two million sick or injured people every<br />
year. In addition, <strong>Falck</strong> also helps handle many other pre-hospital<br />
services such as the operation of doctors’ emergency cars,<br />
emergency response vehicles and emergency helicopters.<br />
In 14<br />
countries<br />
<strong>Falck</strong> is the largest international ambulance service provider in<br />
the world. <strong>Falck</strong> provides ambulance services to the people in<br />
14 countries in Europe and North and South America.<br />
<strong>Falck</strong> is also the world’s largest international fire-fighting operator,<br />
with activities in eight different countries. In Denmark, <strong>Falck</strong><br />
provides fire-fighting and fire-prevention services for two-thirds<br />
of the country’s municipalities. In the other countries, <strong>Falck</strong> is<br />
active in industrial fire services, fire training and fire services<br />
consulting for both public and industrial customers.<br />
In South America, <strong>Falck</strong> acquired a 63.1% stake in Grupo EMI,<br />
the leading provider of ambulance and medical services in Central<br />
and South America, with operations in Colombia, Uruguay,<br />
Venezuela, Ecuador, Panama and El Salvador. The company<br />
has 3,135 employees and operates 270 ambulances and other<br />
vehicles and has a large network of family doctors and medical<br />
clinics.
EMI’s activities are based on subscriptions held by private<br />
households and businesses: each of the over 750,000 subscribers<br />
can call an ambulance or a doctor at any time of day or<br />
night or receive advice on disease and health over the phone.<br />
Since the EMI acquisition this spring, this new <strong>Falck</strong> company<br />
has so far purchased another ambulance company in Colombia<br />
and also achieved organic growth.<br />
In Brazil, Emergency activities to public-sector customers did<br />
not grow as expected. It was therefore decided to divest the<br />
32.1%<br />
Revenue from the Emergency business rose 32.1%, from DKK<br />
4,834 million to DKK 6,385 million.<br />
Revenue<br />
DKK million<br />
7,500<br />
6,000<br />
4,500<br />
3,000<br />
1,500<br />
0<br />
07 08 09 10 11<br />
Organic growth<br />
%<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
activities and focus solely on the private and business market<br />
going forward.<br />
In the United States, <strong>Falck</strong> acquired LifeStar shortly after the<br />
turn of the year. LifeStar operates 440 ambulances and other<br />
vehicles on the US East Coast. During the course of the year,<br />
<strong>Falck</strong> acquired – through LifeStar – another small ambulance<br />
company and won a number of new contracts, including one<br />
involving running ambulance services in Florida.<br />
New contracts were also won in California, where <strong>Falck</strong> provides<br />
ambulance services through its subsidiary Care Ambulance Service,<br />
including the contract for ambulance services for the City<br />
of Orange.<br />
07 08 09 10 11<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 13<br />
DKK million <strong>2011</strong> 2010<br />
Emergency<br />
Revenue 6,385 4,834<br />
Revenue growth 32.1% 13.2%<br />
Organic growth 4.6% 7.6%<br />
EBITA 435 329<br />
EBITA margin (%) 6.8% 6.8%<br />
<strong>Falck</strong> ambulances<br />
1,800<br />
1,500<br />
1,200<br />
900<br />
600<br />
300<br />
0<br />
07 08 09 10 11
14 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
2/3<br />
<strong>Falck</strong> provides fire-fighting and fire-prevention services for twothirds<br />
of the municipalities in Denmark.<br />
With the acquisition of Krankentransport Herzig, based in<br />
Hamm, Germany, <strong>Falck</strong> also obtained a foothold as an ambulance<br />
operator in Germany, with 20 ambulances so far.<br />
In early 2012, <strong>Falck</strong> and its Spanish partner, Grupo Dominguis,<br />
acquired a 75% stake in VL, an ambulance company based in<br />
Catalonia in eastern Spain that operates 70 ambulances and<br />
similar vehicles.<br />
In addition to the acquisitive growth, organic growth of 4.6%<br />
was generated, mainly from operations outside Denmark,<br />
which generated 9.3% organic growth. Organic growth was particularly<br />
strong in Poland, Slovakia, Spain and Sweden.<br />
In Poland, <strong>Falck</strong> won tender contracts in six regions and will<br />
operate 84 ambulances going forward – up from 38 in 2010 –<br />
and two ambulance boats. Of these ambulances, <strong>Falck</strong> began<br />
operating 28 in <strong>2011</strong> and 18 on 1 January 2012. Moreover, <strong>Falck</strong><br />
was appointed ambulance services operator for three stadiums<br />
where the European Football Championship will be held in the<br />
summer of 2012.<br />
In Slovakia, growth was mainly in fire services, with two new<br />
five-year contracts in <strong>2011</strong>.<br />
In Spain, the upward trend in the fire business continued in<br />
<strong>2011</strong>, and a number of new contracts were signed during the<br />
year, which contributed to the growth. Moreover, a number of<br />
additional services were provided under several existing contracts,<br />
in connection with maintenance of the facilities covered<br />
by the contracts.<br />
In Sweden, revenue grew due to a high level of activity under<br />
the existing ambulance contracts and new contracts for fire<br />
services at the Forsmark nuclear power plant and the airports<br />
at Arlanda and Sätenäs. In addition, <strong>Falck</strong> won a contract for fire<br />
services and roadside assistance in connection with traffic accidents<br />
in Stockholm, the capital of Sweden, expanded the scope<br />
In addition to the acquisitive growth, organic<br />
growth of 4.6% was generated, mainly from<br />
operations outside Denmark
<strong>Falck</strong> operates more than 1,800 ambulances with<br />
ambulance officers, nurses and/or doctors treating<br />
more than two million sick or injured people every<br />
year<br />
of the ambulance contracts in Stockholm and won a contract<br />
for operating the home visiting GP service in the Scania region.<br />
In Denmark, <strong>Falck</strong> provides ambulance and emergency helicopter<br />
services for about 85% of the population and supports the<br />
efforts to lift the quality of pre-hospital services. New services<br />
include direct ambulance-to-hospital video transmission which<br />
enables the hospital doctor to advise the ambulance officer and<br />
prepare for the correct treatment of patients when they reach<br />
the hospital. Moreover, the proportion of ambulance staff that<br />
are also paramedics – highly trained ambulance officers – rose<br />
substantially in <strong>2011</strong>.<br />
<strong>Falck</strong> also provides fire-fighting services for 63 of the 98 municipalities<br />
in Denmark. The number of responses to fire incidents<br />
during the year was 13,754, down from 14,502 in 2010.<br />
Top 10 The<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 15<br />
Moreover, <strong>Falck</strong> uses the latest technology in its fire-fighting services<br />
to improve quality, not least in its endeavour to document<br />
response times, performance and special areas of focus.<br />
A statement by the Danish Emergency Management Agency<br />
shows that the ten municipalities in Denmark with the shortest<br />
response times all use <strong>Falck</strong> as their provider of fire-fighting<br />
services.<br />
Operating profit from the Emergency business was DKK 435<br />
million in <strong>2011</strong>, up from DKK 329 million in 2010; this corresponds<br />
to 32.2% growth, which was primarily related to acquisitions.<br />
To a greater extent than in 2010, earnings in <strong>2011</strong> were<br />
affected by investments in future growth, including significant<br />
costs incurred from involvement in the tender process in Poland<br />
and an expansion of the Group’s support functions relating to<br />
international emergency activities.<br />
ten municipalities in Denmark with the shortest response times all use <strong>Falck</strong><br />
as their provider of fire-fighting services.
Assistance<br />
In Norway, the number of roadside responses<br />
increased after <strong>Falck</strong> signed a contract to<br />
provide roadside assistance to the customers<br />
of Norway’s largest insurance company. The<br />
agreement covers approximately 700,000<br />
vehicles<br />
30,000<br />
<strong>Falck</strong> Travelcare provided 30,000 responses of assistance to<br />
travellers outside the Nordic region in <strong>2011</strong> – 8,000 more<br />
than in 2010.
Per Martin Garsjø, age 52,<br />
assistance rescue officer,<br />
provides assistance to a car owner near Oslo,<br />
Norway. <strong>Falck</strong> has provided roadside assistance<br />
to car owners in Norway since 1949.
18 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Assistance<br />
Assistance provides customers with security and<br />
peace of mind through advice, prevention and help<br />
• A contract for roadside assistance signed with the largest<br />
insurance company in Norway<br />
• Significant increase in sales of alarms<br />
• 30,000 travellers outside the Nordic region assisted<br />
• 1,380,000 responses in <strong>2011</strong><br />
<strong>Falck</strong>’s Assistance services are concentrated in four Nordic countries<br />
(Denmark, Finland, Norway and Sweden). The services provide<br />
the citizens with the greatest possible security and peace<br />
of mind, either by preventing accidents or by providing fast and<br />
competent assistance when accidents occur.<br />
Assistance services are often subscription-based and especially<br />
provide help to subscribers with their cars and homes. As an<br />
example, <strong>Falck</strong> helps members whose car has broken down or<br />
if they are involved in an accident: in most cases, <strong>Falck</strong> staff can<br />
repair the car on the spot. <strong>Falck</strong> helps homeowners with everything<br />
from water in the basement to snow on the roof.<br />
Also, both private companies and public authorities can make<br />
use of Assistance services in situations involving buildings,<br />
health, travel and more.<br />
1,380,000<br />
<strong>Falck</strong> provided 1,380,000 assistance responses in <strong>2011</strong> to<br />
members in Denmark, Norway, Sweden, Finland and Estonia.<br />
By the end of the year, <strong>Falck</strong> had 1.8 million subscribers of Assistance<br />
services, of whom close to 100,000 were served through<br />
public institutions and private-sector companies. The total number<br />
of responses provided by <strong>Falck</strong> in 2010 was 1,380,000.<br />
Revenue improved from DKK 2,470 million in 2010 to DKK 2,693<br />
million in <strong>2011</strong>. Organic growth accounted for 6.2% of this upward<br />
trend, which was primarily the result of continuing growth<br />
in the roadside assistance portfolio and in travel assistance.<br />
During the first months of the year, the Nordic region was hit<br />
by huge amounts of snow and long spells of severe frost. This<br />
meant that many <strong>Falck</strong> members needed assistance from <strong>Falck</strong><br />
to start their cars, repair them or pull them out of the snow.<br />
Summer brought a widespread cloudburst and a number of<br />
very heavy rainfalls, which caused members to again rely heavily<br />
on <strong>Falck</strong> to make temporary home repairs, recover equipment<br />
and dehumidify water-damaged rooms.<br />
In Norway, Finland and, to some extent, Sweden as well, the<br />
severe winter weather generated increased revenue as <strong>Falck</strong>’s services<br />
are mainly provided on a pay-per-use basis in these countries.<br />
In Norway, the number of roadside responses increased after<br />
<strong>Falck</strong> signed a contract to provide roadside assistance to the<br />
customers of Norway’s largest insurance company. The agreement<br />
covers approximately 700,000 vehicles.
<strong>Falck</strong> also signed an agreement with the largest bus company<br />
in Norway to deliver the Sirius Eco Drive fleet management system,<br />
which helps increase safety, protect the environment and<br />
save fuel.<br />
Many people in Denmark and Sweden travelled abroad in <strong>2011</strong>,<br />
boosting the level of activity at <strong>Falck</strong> TravelCare, which provided<br />
assistance to almost 30,000 travellers from the Nordic region<br />
with referrals to clinics, hospitalisation and repatriation from a<br />
number of popular holiday destinations outside the Nordic region.<br />
The number of assistance responses increased by around<br />
8,000 year on year, partly because of new contracts with two of<br />
the largest insurance companies in Denmark.<br />
More and more people are installing a <strong>Falck</strong> Alarm in their<br />
home. During the last quarter of <strong>2011</strong>, sales of alarms rose by<br />
65% from the prior-year period. As a result of this growth, <strong>Falck</strong><br />
opened its own control centre with a new IT platform; previously,<br />
this service was outsourced. Also in Sweden, the recently<br />
started alarm sales showed good growth.<br />
In Denmark, <strong>Falck</strong> launched a new service in May called<br />
BoligRedning (‘home rescue’) that combines traditional emergency<br />
assistance with services such as temporary repairs after<br />
wind storms and burglaries, including tree felling, removal of<br />
snow from roofs, and a telephone advice line where subscribers<br />
can call and ask about all sorts of problems they may have with<br />
their home.<br />
Revenue<br />
DKK million<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
07 08 09 10 11<br />
Organic growth<br />
%<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
In <strong>2011</strong>, <strong>Falck</strong> introduced an application for smartphones which<br />
tells exactly where a roadside assistance subscriber is located so<br />
that help can be provided quickly. The application also shows<br />
the subscriber where the <strong>Falck</strong> rescue vehicle is on a map so<br />
that the subscriber can see when it will arrive.<br />
Operating profit from the Assistance business was DKK 335<br />
million in <strong>2011</strong> versus DKK 269 million in 2010, corresponding<br />
to 24.5% growth. Earnings in <strong>2011</strong> were affected by the severe<br />
winter in early <strong>2011</strong>, when many <strong>Falck</strong> rescue officers and dispatch<br />
centre staff worked round the clock to help customers in<br />
distress. As most of the members in Denmark – and to some<br />
extent in Sweden as well – have subscriptions that allow them<br />
to draw on <strong>Falck</strong> services whenever needed, there was no compensation<br />
for the winter costs in the form of a corresponding<br />
increase in revenue. In addition to the increase in revenue, the<br />
year-on-year growth was attributable to the fact that the winter<br />
of 2010 was even more severe than <strong>2011</strong>, with huge amounts<br />
of snow and severe frost both at the beginning and end of 2010.<br />
07 08 09 10 11<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 19<br />
DKK million <strong>2011</strong> 2010<br />
Assistance<br />
Revenue 2,693 2,470<br />
Revenue growth 9.0% 13.1%<br />
Organic growth 6.2% 8.0%<br />
EBITA 335 269<br />
EBITA margin (%) 12.4% 10.9%<br />
Subscribers<br />
2,000,000<br />
1,500,000<br />
1,000,000<br />
500,000<br />
0<br />
07 08 09 10 11
Healthcare<br />
The goal is to ensure that each individual has a<br />
better, longer and healthier worklife. This also<br />
means greater job sitisfaction at the workplace,<br />
as well as lower costs related to illness<br />
1,600,000<br />
<strong>Falck</strong> covers 1.6 million people in Denmark with<br />
healthcare schemes.
Zuzana Rohutná, age 33,<br />
physiotherapist,<br />
helps a pregnant woman with antenatal exercises<br />
at one of <strong>Falck</strong> Healthcare’s clinics. The exercises<br />
strengthen the woman’s arm and shoulder<br />
muscles and helps her breathe correctly.
22 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Healthcare<br />
<strong>Falck</strong> Healthcare is Denmark’s largest private<br />
provider of healthcare services. <strong>Falck</strong> helps keep<br />
people healthy, also by helping them design<br />
healthy workspaces<br />
• Expanded position in Poland and now operates more<br />
than 16 medical clinics<br />
• Acquired Denmark’s second-largest provider of<br />
healthcare solutions<br />
• Won two significant contracts for interdisciplinary<br />
treatment in Sweden<br />
• Cut costs for sickness benefits administration by DKK 75<br />
million under a multiple-year collaboration with six Danish<br />
municipalities.<br />
An important part of <strong>Falck</strong> Healthcare’s efforts consists of preventing<br />
illness, stress and attrition. The goal is to ensure that<br />
each individual has a better, longer and healthier worklife. This<br />
also means greater job satisfaction at the workplace, as well as<br />
lower costs related to illness, lower public-sector costs for social<br />
security, lower costs for insurance companies saving money on<br />
claims resulting from a reduction in or loss of working capacity,<br />
for example.<br />
770,000<br />
<strong>Falck</strong> has signed agreements with two Swedish insurance<br />
companies and now provides Healthcare services to 770,000<br />
people in Sweden, up from 260,000 in 2010.<br />
Revenue from the Healthcare business dropped from DKK<br />
1,196 million in 2010 to DKK 1,112 million in <strong>2011</strong>, mainly as<br />
a result of falling revenue in Denmark and termination of contracts<br />
for clinics in the United Arab Emirates at the end of 2010.<br />
The decline in revenue in Denmark was attributable to a continued<br />
downward trend in the market for temporary healthcare<br />
staff and a change in the mix of assistive aids contracts, with<br />
municipalities increasingly buying the aid equipment directly<br />
and <strong>Falck</strong> only handling it.<br />
<strong>Falck</strong> Hjælpemidler (assistive aids) won two additional contracts<br />
and is now operating assistive aid depots for 12 Danish municipalities.<br />
<strong>Falck</strong> won a major contract for providing healthcare assistance<br />
to the Municipality of Copenhagen, in spite of the fact that the<br />
Danish temporary healthcare staff sector was affected by the<br />
generally sluggish job market in Denmark and the efforts by the<br />
Danish regional authorities to reduce the use of external temp<br />
staff.
<strong>Falck</strong> acquired 75% of Starowka, a company that owns four<br />
medical clinics in and around the Polish capital of Warsaw, thus<br />
boosting <strong>Falck</strong>’s position as a nationwide supplier to the Polish<br />
National Health Fund. <strong>Falck</strong> now operates a total of 16 medical<br />
clinics in Poland.<br />
A significant share of <strong>Falck</strong>’s healthcare activities are centred<br />
around interdisciplinary treatment involving physiotherapists,<br />
chiropractors, massage therapists and reflexologists working<br />
together to treat clients.<br />
In <strong>2011</strong>, <strong>Falck</strong> acquired Healthcare Danmark, the second-largest<br />
provider of private-sector healthcare solutions in Denmark,<br />
which handles interdisciplinary healthcare schemes for 130,000<br />
public- and private-sector employees.<br />
<strong>Falck</strong> now covers 1.6 million people in Denmark with healthcare<br />
schemes, has contracts with 8,900 public-sector and privatesector<br />
organisations and includes 212 healthcare clinics in its<br />
network of therapists and other healthcare professionals.<br />
<strong>Falck</strong> also saw substantial growth in the healthcare field in Sweden,<br />
where sizeable contracts were signed with two insurance<br />
companies at the end of <strong>2011</strong>. <strong>Falck</strong> Healthcare now covers<br />
770,000 people in Sweden, up from 260,000 in 2010.<br />
Revenue<br />
DKK million<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
07 08 09 10 11<br />
Organic growth<br />
%<br />
30<br />
20<br />
10<br />
0<br />
-10<br />
-20<br />
In Norway, <strong>Falck</strong> signed healthcare scheme agreements with an<br />
additional 25 companies in the Oslo area and provided roughly<br />
8,000 treatments.<br />
<strong>Falck</strong> Jobservice provides support to job centres in Danish municipalities<br />
in their efforts to help people on sick leave return<br />
to work or otherwise quickly clarify their situation and thus<br />
shorten the period of uncertainty regarding their future. Under<br />
this multi-year collaboration, <strong>Falck</strong> Jobservice has now assisted<br />
in more than 60,000 sickness-benefit cases and reduced sickness<br />
benefit costs by 75 million from 2009 to 2010 in the six<br />
municipalities in the collaboration. In <strong>2011</strong>, <strong>Falck</strong> Jobservice had<br />
contracts with seven Danish municipalities, up from six in 2010.<br />
In spite of the fall in revenue, operating profit rose from DKK 75<br />
million to DKK 82 million. This growth was primarily the result<br />
of cost efficiencies.<br />
07 08 09 10 11<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 23<br />
DKK million <strong>2011</strong> 2010<br />
Healthcare<br />
Revenue 1,112 1,196<br />
Revenue growth -7.0% 5.0%<br />
Organic growth -8.6% -4.2%<br />
EBITA 82 75<br />
EBITA margin (%) 7.4% 6.3%<br />
Number of healthcare professionals<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
07 08 09 10 11
Training<br />
Thangaveloo Kanapathy, age 52,<br />
instructor<br />
teaches his colleagues fire fighting at the <strong>Falck</strong><br />
Training centre in Johor Bahru, Malaysia.
<strong>Falck</strong> operates training activities in all important<br />
geographies for deep-sea oil and gas exploration<br />
240,000<br />
<strong>Falck</strong> Training had 240,000 course attendees in <strong>2011</strong><br />
– up from 219,000 in 2010.
26 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Training<br />
<strong>Falck</strong>’s training competencies are based on more<br />
than 100 years of experience in rescue services,<br />
and <strong>Falck</strong> is the leading service provider in this field<br />
• Trained 240,000 course participants, up from 219,000<br />
in 2010<br />
• Opened a new training centre targeting the wind<br />
turbine industry.<br />
• Acquired a training centre in Azerbaijan<br />
• Certified eight training centres to the ISO 18000 standard<br />
<strong>Falck</strong> provides rescue and safety courses and other safety services<br />
in 15 countries on five continents. This happens at 28 training<br />
centres aimed at the offshore industry and the maritime<br />
sector, but the chemical industry, the aviation industry and the<br />
armed forces in Denmark and Sweden also make use of <strong>Falck</strong>’s<br />
facilities and services. In addition, <strong>Falck</strong> has eight land-based<br />
training centres in the Netherlands.<br />
At all these centres, people are instructed in safe behaviour in<br />
order to avoid accidents in the workplace, and they are taught<br />
how to react correctly – also under extreme conditions – if<br />
accidents do occur.<br />
36<br />
<strong>Falck</strong> has 36 training centres in 15 countries<br />
on five continents.<br />
In spite of growing competition, primarily in Europe, <strong>Falck</strong> Training<br />
successfully consolidated its position in <strong>2011</strong> as the world’s<br />
leading provider of rescue and safety courses for employees in<br />
the offshore industry. Revenue grew from DKK 958 million in<br />
2010 to DKK 1,019 million; organic growth accounted for 6.9%<br />
of this increase.<br />
The greatest progress in rescue and safety training was<br />
achieved in Brazil, Nigeria and Norway. In addition, growth<br />
continued in the recently established activities in Thailand,<br />
Singapore and Vietnam. <strong>Falck</strong>’s training centre in the United<br />
Arab Emirates also saw growth in <strong>2011</strong>, but not sufficiently to<br />
warrant such a large centre. As a result, the centre will most<br />
likely be replaced by a smaller centre sometime in 2012.<br />
In the offshore field, <strong>Falck</strong> trained 204,000 people in <strong>2011</strong> at its<br />
28 specialised training centres, up from 183,000 in 2010. It was<br />
particularly good news that a number of world-wide contracts<br />
were signed with key customers.<br />
Market trends were favourably affected by the high price of oil<br />
and by extensive deep-water exploration activities off the coasts<br />
of Brazil and West Africa.
In Norway, <strong>Falck</strong> Training has successfully increased revenue by<br />
8% since 2010 in spite of strong competition, mainly because<br />
customers see the value of safety courses of a high quality.<br />
<strong>Falck</strong> generally saw substantial growth in the field of management<br />
of major emergencies, where the training provided is<br />
based on a number of realistic scenarios.<br />
<strong>Falck</strong> opened a new training centre at Bremerhaven, Germany,<br />
specially designed for safety training of employees in the wind<br />
turbine industry. In addition, a 24-metre-high tower for wind<br />
turbine training was built at <strong>Falck</strong>’s training centre at Teeside in<br />
the United Kingdom.<br />
<strong>Falck</strong> now also offers its courses to the oil and gas industry in<br />
and around the Caspian Sea, as <strong>Falck</strong> has acquired a majority<br />
interest in Caspian Safe, a company that operates a training centre<br />
at Baku in Azerbaijan. This has given <strong>Falck</strong> a presence with<br />
training activities in all important geographies for deep-sea oil<br />
and gas exploration.<br />
In <strong>2011</strong>, <strong>Falck</strong> continued its endeavours to create a standardised<br />
high level of quality within safety and rescue operations in the<br />
offshore industry. This was partly done by constantly contributing<br />
to the development of new training methods and technologies.<br />
Also in <strong>2011</strong>, eight <strong>Falck</strong> training centres were certified to<br />
the ISO 18000 standard.<br />
Revenue<br />
DKK million<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
07 08 09 10 11<br />
Organic growth<br />
%<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
-2<br />
At three training centres – in Malaysia and the United Kingdom<br />
– <strong>Falck</strong> now offers health checks to course attendees before<br />
they leave for their offshore jobs. Close to 10,000 attendees<br />
availed themselves of this opportunity in <strong>2011</strong>.<br />
A total of 36,000 people took courses at <strong>Falck</strong>’s fire-training<br />
centres, roughly the same number as in 2010. One-third of<br />
them were professional firemen taking advanced fire-fighting<br />
courses involving use of the latest technology.<br />
The total number of course attendees at all the 36 <strong>Falck</strong> training<br />
centres was 240,000, which was 21,000 more than in 2010.<br />
Despite the year-on-year growth in revenue, operating profit<br />
dropped from DKK 142 million to DKK 128 million, mainly<br />
caused by one-off items in 2010 and a provision taken in <strong>2011</strong><br />
for closing down the centre in the United Arab Emirates.<br />
07 08 09 10 11<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 27<br />
DKK million <strong>2011</strong> 2010<br />
Training<br />
Revenue 1,019 958<br />
Revenue growth 6.4% 4.0%<br />
Organic growth 6.9% -1.5%<br />
EBITA 128 142<br />
EBITA margin (%) 12.6% 14.8%<br />
Number of course participants<br />
250,000<br />
200,000<br />
150,000<br />
100,000<br />
50,000<br />
0<br />
07 08 09 10 11
28 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Corporate social responsibility<br />
At <strong>Falck</strong>, corporate social responsibility is at the very heart<br />
of our business and thus deeply integrated into our business<br />
models and operations. <strong>Falck</strong>’s mission is to prevent accidents,<br />
diseases and emergency situations, to rescue and assist people<br />
in emergencies quickly and competently and to rehabilitate<br />
people after illness and injury. It naturally follows that we<br />
contribute substantially to the development of the social and<br />
healthcare infrastructure of the societies our organisation is a<br />
part of.<br />
The <strong>Falck</strong> Code of Conduct<br />
<strong>Falck</strong>’s approach is to raise the social and healthcare bar with<br />
the resources available. Moreover, we collaborate with authorities,<br />
professionals, business partners and other stakeholders<br />
in an endeavour to improve quality and efficiency and invest<br />
in training of employees and the development of technology.<br />
This raises the level of health, safety and security in these local<br />
communities while also contributing to our business opportunities.<br />
As a minimum, all business entities must comply with applicable legal requirements and the code of conduct defined for<br />
the <strong>Falck</strong> Group.<br />
The <strong>Falck</strong> Code of Conduct is based on the principles of the United Nations Global Compact, which cover the following areas:<br />
Human rights<br />
The company should<br />
• support and respect the protection of internationally<br />
proclaimed human rights within the area in which it<br />
operates and has influence.<br />
• make sure that it is not complicit in human rights<br />
abuses.<br />
Labour standards<br />
The company should<br />
• uphold the freedom of association and effective<br />
recognition of the right to collective bargaining.<br />
• support the elimination of all forms of forced and<br />
compulsory labour.<br />
• support the effective abolition of child labour.<br />
• support the elimination of discrimination in respect<br />
of employment and occupation.<br />
Environment<br />
The company should<br />
• support a precautionary approach to environmental<br />
challenges.<br />
• take steps to promote greater environmental<br />
responsibility.<br />
• encourage the development and diffusion of<br />
environmentally friendly technologies.<br />
Anti-corruption<br />
The company should<br />
• work to counter all forms of corruption, including<br />
extortion and bribery.
Corporate social responsibility (CSR) at <strong>Falck</strong> is defined as business practices that improve our workplaces or benefit society<br />
beyond what we are obliged to do by law. Corporate social responsibility is at the heart of <strong>Falck</strong>’s business, and both social<br />
and environmental considerations are deeply rooted in and integrated into <strong>Falck</strong>’s business models and operations when we<br />
interact with our local communities, our business partners, our customers and our other stakeholders in our endeavours to<br />
meet social, healthcare and safety needs.<br />
This approach applies to all <strong>Falck</strong>’s business areas. In the field<br />
of ambulance services, for instance, it is vital that we develop<br />
ambulance-to-hospital video transmission technology that gives<br />
us a competitive edge and raises the quality of pre-hospital services.<br />
In the training of offshore employees, we are also working<br />
towards higher standards, and this makes for a higher level of<br />
safety in the oil and gas industry while also bringing in more<br />
people to attend courses at <strong>Falck</strong> training centres. <strong>Falck</strong> Healthcare<br />
provides a range of services which ensure that fewer people<br />
get ill and that people on sick leave can recover and return<br />
to their jobs: this benefits not only the workers themselves but<br />
also their employers and society in general. Another example of<br />
how we live up to our corporate social responsibility is the product<br />
called <strong>Falck</strong> Sirius provided by our Assistance business. It is a<br />
technology for bus companies that helps save fuel, improve traffic<br />
safety and ensure more environmentally responsible driving.<br />
Human rights and labour standards<br />
In addition to compliance with the UN Global Compact described<br />
above, <strong>Falck</strong> has defined policies regarding employment<br />
and working conditions as well as health and safety at work.<br />
They describe the framework under which the employment<br />
relationship must be established in relation to compensation,<br />
working hours, overtime, etc. In addition, <strong>Falck</strong> undertakes to<br />
continuously work to improve the working conditions, including<br />
safety at work.<br />
Environment<br />
<strong>Falck</strong>’s policy is to comply with all environmental requirements<br />
in our countries of operation and to seek to reduce the adverse<br />
environmental impact of our operations.<br />
Anti-corruption<br />
<strong>Falck</strong> has a zero-tolerance policy with respect to corruption,<br />
which comprises extortion, fraud and bribery.<br />
As part of our increased internationalisation, we will be increasing<br />
our focus on laying down anti-corruption guidelines in the<br />
coming year. In addition, we have initiated a process aimed at<br />
implementing a formalised whistleblower system.<br />
Monitoring<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 29<br />
Each company of the <strong>Falck</strong> Group has individual responsibility<br />
for complying with and implementing the principles of the<br />
<strong>Falck</strong> Code of Conduct. Compliance with this will be monitored<br />
by the persons responsible for the individual business areas. In<br />
addition, in connection with controller visits, Group Finance<br />
monitors whether any conditions exist that may be contrary<br />
to the <strong>Falck</strong> Code of Conduct. Through their representation in<br />
a worldwide workers council, the employees have the opportunity<br />
to bring up matters which they do not consider to be in<br />
accordance with the <strong>Falck</strong> Code of Conduct.<br />
The overall responsibility for the company’s CSR procedures<br />
have since the end of <strong>2011</strong> been anchored in the Group Management.<br />
In addition to a representative from the Executive<br />
Committee, the CSR Committee consists of the persons responsible<br />
for Group Communications, the Legal Department, HR<br />
and Controlling.
30 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Activities during the year<br />
At <strong>Falck</strong>, most of the value creation is generated by the employees,<br />
who are the primary resources of the organisation. The<br />
Group therefore focuses its CSR activities on that area. <strong>Falck</strong> is<br />
people who help people. <strong>Falck</strong>’s employees can only provide<br />
optimal assistance to the people around them – and thus contribute<br />
to <strong>Falck</strong>’s business – if they receive support from their<br />
employer. For this reason, we have taken a number of steps,<br />
adapted to local customs, to contribute to employee welfare<br />
that goes beyond what is required by law.<br />
These initiatives include activities that can help prevent and<br />
remedy both physical and psychological injuries that may arise<br />
in connection with work.<br />
Physical injury mainly relates to musculoskeletal injuries such as<br />
back injury. To prevent this type of injury, <strong>Falck</strong> offers interdisciplinary<br />
treatment to employees who experience musculoskeletal<br />
problems as a result of work-related tasks.<br />
Ways to change work processes to reduce the risk of injury are<br />
also considered regularly.<br />
Psychological problems and injury may arise as a result of the<br />
scenes rescue officers sometimes witness in connection with<br />
incidents such as traffic accidents. In <strong>2011</strong>, we started a project<br />
to ensure that all <strong>Falck</strong> Group employees have the opportunity<br />
to participate in debriefing sessions with a psychologist at the<br />
same level as has been provided in countries where <strong>Falck</strong> has<br />
had operations for a number of years.<br />
In addition to the above, substantial resources are invested in<br />
ensuring that <strong>Falck</strong> employees receive supplementary training<br />
as well as training to maintain their skill level; this ensures a continuing<br />
development of <strong>Falck</strong>’s quality of service.<br />
Moreover, there is a growing focus on giving people with a less<br />
than strong connection to the labour market an opportunity to<br />
gain employment by adjusting the work they do in such a way<br />
as to increase their working capacity in the longer term.<br />
The initiatives described above help improve job satisfaction<br />
and give people a better chance of handling a job. This results<br />
in a low level of absenteeism: about 4% for the Group as a<br />
whole. We see corporate social responsibility as an important<br />
part of interacting with our business partners and customers in<br />
both the public and private sectors.<br />
<strong>Falck</strong>’s policy is to comply with all environmental<br />
requirements in our countries of operation and to<br />
seek to reduce the adverse environmental impact<br />
of our operations
Corporate governance<br />
<strong>Falck</strong>’s Management monitors corporate governance on a regular<br />
basis. This is done to ensure that the Group is managed, both<br />
internally and externally, in a manner that is consistent with national<br />
and international rules and in line with the corporate mission,<br />
and in a manner that matches the requirements of the different<br />
stakeholder groups, including shareholder expectations.<br />
Corporate governance<br />
At <strong>Falck</strong>, corporate governance is considered a natural and crucial<br />
element in the achievement of the Group’s goals and strategy.<br />
Although <strong>Falck</strong> is not a publicly listed company, the Group<br />
complies to a great extent with the corporate governance recommendations<br />
applicable to companies listed on the NASDAQ<br />
OMX Copenhagen stock exchange. However, certain recommendations<br />
are considered mainly to be relevant to a company<br />
with a broader ownership.<br />
Board of Directors<br />
Pursuant to Danish legislation, <strong>Falck</strong> has a two-tier management<br />
system consisting of a Board of Directors and an Executive<br />
Management Board. The Board of Directors’ role is to supervise<br />
the Group’s activities, development, management and organisation,<br />
whereas the Executive Management Board is responsible<br />
for day-to-day developments and operations. The two bodies<br />
are independent and do not have overlapping members.<br />
The Board of Directors acts in compliance with applicable legislation<br />
and meets a minimum of five times per year and in special cases.<br />
The Board of Directors reviews the Group strategy once a year.<br />
Members of the Board of Directors are elected annually.<br />
There are three employee representatives from the Group on the<br />
Board of Directors of <strong>Falck</strong> A/S. Moreover, employee representatives<br />
on the Board of Directors of the subsidiary <strong>Falck</strong> Danmark A/S<br />
are invited to and participate in the board meetings of <strong>Falck</strong> A/S.<br />
The Board of Directors of <strong>Falck</strong> A/S consists of<br />
Lars Nørby Johansen (Chairman)<br />
Thorleif Krarup (Deputy Chairman)<br />
Steen Hemmingsen<br />
Søren Thorup Sørensen<br />
Johannes Due<br />
Henrik Poulsen<br />
Vagn Flink Møller Pedersen (elected by the employees)<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 31<br />
Jan Heine Lauvring (elected by the employees)<br />
Per Aastrup (elected by the employees)<br />
Mette Rosenfeldt (elected by the employees of <strong>Falck</strong> Danmark A/S)<br />
Thorleif Krarup and Steen Hemmingsen represent the principal<br />
shareholder of the <strong>Falck</strong> Group, the Lundbeck Foundation. The<br />
other board members are independent of the <strong>Falck</strong> Group.<br />
Audit Committee<br />
The Audit Committee monitors the Group’s financial reporting<br />
process, accounting policies, statutory auditing of the annual<br />
report and the effectiveness of the internal control and risk<br />
management systems. In addition, the Committee makes recommendations<br />
on these issues to the Board of Directors and follows<br />
up, on behalf of the Board of Directors, on the implementation<br />
of initiatives to be initiated by the Executive Management<br />
Board. The Committee receives information from a number of<br />
head office departments and from the company’s auditors.<br />
Audit Committee members are Søren Thorup Sørensen, Chairman,<br />
and Steen Hemmingsen, both elected by the Board of<br />
Directors. Also attending this committee’s meetings are the<br />
Executive Management Board and the Chief Financial Officer.<br />
The Company’s auditor attends the meetings of the Audit Committee<br />
to the extent necessary. The Audit Committee meets at<br />
least three times a year.<br />
Executive Management Board<br />
The Executive Management Board is responsible for the day-today<br />
development and operation of <strong>Falck</strong> with a primary focus<br />
on developing and implementing strategies and significant<br />
initiatives approved 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 />
The Executive Management Board consists of Allan Søgaard<br />
Larsen, President and CEO, and Morten Reignald Pedersen,<br />
Deputy CEO.<br />
Employee investment<br />
In order to attract and retain the Group’s management competencies,<br />
the remuneration paid to members of the Executive<br />
Management Board and senior employees reflects the work they<br />
do, the value they create and what their peers in comparable<br />
companies receive. In order to ensure that the interests of the<br />
Group’s Management and the shareholders coincide, a number
32 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
of senior management employees have been offered to invest<br />
in the <strong>Falck</strong> Group. A substantial number of senior management<br />
employees have elected to take this opportunity to invest in the<br />
Group, and the group of senior management employees, excluding<br />
the members of the Executive Management Board, thus hold<br />
2.94% of <strong>Falck</strong> Holding A/S (the parent company of <strong>Falck</strong> A/S).<br />
The members of the Executive Management Board hold a total<br />
of 10.25% of the shares of <strong>Falck</strong> Holding A/S<br />
Moreover, all employees in Denmark were granted free employee<br />
shares in <strong>Falck</strong> A/S in 2006.<br />
Risk management<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 the Group’s risks<br />
and how these can best be handled for the individual business<br />
areas and the Group as a whole in order to ensure that risk management<br />
is efficient.<br />
The management of each of the business areas is responsible<br />
for establishing and developing adequate risk management and<br />
a sound and sufficient control environment. The management<br />
of the individual business units is responsible for identifying, assessing<br />
and handling risks and for reporting on such risks to the<br />
Group Risk Management Department and the Executive Management<br />
Board with a view to ensuring continuing improvement<br />
and transparency of risk management across the Group.<br />
Internal control<br />
The management of the <strong>Falck</strong> Group requires the companies of<br />
the Group to meet a certain standard with respect to business<br />
procedures and internal control which, based on an individual<br />
assessment of the activity of each company, ensures that Management<br />
can use reporting from the companies as a true and<br />
fair basis for making decisions.<br />
Business procedures and internal controls include, among other<br />
things, segregation of functions and areas of responsibility,<br />
descriptions of functions, procedures, control measures and<br />
analytical controls.<br />
The group finance function has defined a number of monthly reporting<br />
requirements which comprise a full income statement,<br />
balance sheet and cash flow statement. Moreover, additional<br />
relevant specifications, material for analysis and comments on<br />
the reports submitted are supplied every month.<br />
The monthly reporting from all companies of the Group is<br />
consolidated into the Group financial statements. In addition<br />
to the consolidation of relevant line items, this process includes<br />
an analytical review of individual line items and a performance<br />
comparison to the previous year and to forecasts. The analysis<br />
is carried out at Group, company as well as business-area level,<br />
whereby it is ensured, among other things, that the accounting<br />
policies are consistently applied and there is correlation<br />
between activity performance and the financial reporting. The<br />
monthly reporting to the Board of Directors and the Executive<br />
Management Board is prepared based on the consolidation, information<br />
received, analyses and information obtained.<br />
Both the consolidation and the analyses are performed by employees<br />
who are accounting specialists who have insight into<br />
the accounting context of the transactions included in the consolidation.<br />
Most of these specialists have a professional background<br />
in auditing. In addition, each business area has business<br />
controllers who have a deeper insight into the business aspects<br />
of the activity and its performance. As a supplement to the continuing<br />
dialogue, meetings are held five times a year between<br />
the management of each business area and the Executive Management<br />
Board, at which the business area and financial performance<br />
is reviewed and discussed.<br />
In addition to the processes described above, the group finance<br />
function pays routine visits to the companies of the Group in<br />
order to ensure that necessary business procedures and internal<br />
controls have been established in respect of the activity so as to<br />
ensure true and fair reporting to the Group. The results of each<br />
visit are reported to the Executive Management Board as well as<br />
the management of the individual business area, and it is ensured<br />
that any improvements proposed are subsequently implemented.<br />
Moreover, annual reporting is provided to the Board of Directors’<br />
Audit Committee containing a review of the visits during the year,<br />
the results thereof, determination of special areas of focus and the<br />
selection of the companies to receive visits during the next period.
Financial review<br />
<strong>Falck</strong>’s revenue grew from DKK 8,367 million in 2010 to DKK<br />
10,193 million in <strong>2011</strong>, equivalent to a growth rate of 21.8%, of<br />
which organic growth accounted for 3.6%. The revenue growth<br />
and organic growth met Management’s expectations. The percentage<br />
of Group revenue generated outside Denmark rose to<br />
46.4% (2010: 36.7%), and the growth rate for markets outside<br />
Denmark was 53.9%, of which organic growth accounted for<br />
5.5%. The rate of organic growth in Denmark was 2.6%.<br />
Operating profit before costs and amortisation from business<br />
combinations and exceptional items (EBITA) was DKK 980 million<br />
(2010: DKK 839 million), which was in line with our guidance.<br />
This brought EBITA growth to 16.8%. The increase in EBITA<br />
was attributable to growth in the business areas Emergency,<br />
Assistance and Healthcare. The EBITA margin was 9.6% (2010:<br />
10.0%). The year-on-year change in EBITA was mainly attributable<br />
to Training and significant growth in revenue from the<br />
Emergency business, for which the operating margin is lower<br />
than in the other business areas.<br />
Profit for the year rose by 12.7% to DKK 516 million (2010: DKK<br />
458 million).<br />
<strong>Falck</strong> generated a free cash flow of DKK 898 million in <strong>2011</strong><br />
(2010: DKK 842 million), representing a cash conversion rate of<br />
91.6% (2010: 100.4%) in terms of conversion of EBITA into cash.<br />
New financial reporting standards<br />
A number of new financial reporting standards and interpretations<br />
have been implemented with effect for the financial year<br />
<strong>2011</strong>. None of the new standards and interpretations have affected<br />
recognition and measurement in <strong>2011</strong> nor earnings per<br />
share and diluted earnings per share.<br />
See note 1 to the consolidated financial statements for a complete<br />
overview of new financial reporting standards and interpretations<br />
implemented with effect for the financial year <strong>2011</strong>.<br />
Basis of presentation<br />
The financial review is based on the financial highlights and key<br />
ratios on pages 2 and cannot be derived directly from the consolidated<br />
financial statements.<br />
Group performance in <strong>2011</strong><br />
Consolidated income statement<br />
Consolidated revenue for <strong>2011</strong> was DKK 10,193 million, equivalent<br />
to a growth rate of 21.8%. The growth was mainly attributable<br />
to the acquisition of emergency operations in the United<br />
States and South America. The organic growth rate was 3.6%.<br />
During the past five years, revenue has grown by an average of<br />
13.6%, of which organic growth accounted for 5.9%.<br />
Other operating income amounted to DKK 48 million (2010:<br />
DKK 70 million). This was attributable to a fall in gains from<br />
sales of non-current assets as compared with 2010.<br />
EBITA was DKK 980 million (2010: DKK 839 million), equivalent<br />
to an EBITA margin of 9.6% (2010: 10.0%).<br />
Costs and amortisation from business combinations totalled<br />
DKK 89 million (2010: DKK 50 million). The year-on-year increase<br />
was mainly attributable to higher amortisation charges<br />
as a result of the acquisitions made in the United states and<br />
South America and costs related to business combinations.<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 />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 33<br />
2007 2008 2009 2010 <strong>2011</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
34 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Exceptional items amounted to an income of DKK 82 million<br />
(2010 and expense of DKK 26 million) and related to a gain of<br />
DKK 242 million on the sale of securities and an impairment<br />
write-down of DKK 142 million on the investment in the subsidiary<br />
that provides emergency services in Brazil, as it has been<br />
decided to focus on the private and business markets in future<br />
as a basis for generating growth in Brazil. In addition, costs were<br />
incurred in relation to changes in the consortium of owners of<br />
<strong>Falck</strong>.<br />
Investments in associates generated a loss of DKK 1 million<br />
(2010: DKK 0 million).<br />
Financials amounted to a net expense of DKK 272 million<br />
(2010: DKK 122 million). The increase in net financial expenses<br />
was attributable to one-off items in connection with the refinancing<br />
of the Group following the sale of <strong>Falck</strong> A/S to <strong>Falck</strong><br />
Holding A/S. Moreover, interest expenses were higher in <strong>2011</strong><br />
than in 2010 as a result of loans obtained in connection with<br />
the acquisitions made during the year.<br />
Profit before tax was DKK 700 million (2010: DKK 641 million).<br />
The increase was due to the improvement in EBITA and to exceptional<br />
items, however, this improvement was partially offset<br />
by higher financial expenses.<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 />
2007 2008 2009 2010 <strong>2011</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 from<br />
business combinations and exceptional items (EBITA)<br />
Tax on the profit for the year was DKK 184 million (2010: DKK<br />
183 million), equivalent to an effective tax rate of 26.2% (2010:<br />
28.6%). The lower tax rate was primarily the result of nontaxable<br />
exceptional items and an increase in non-deductible<br />
costs related to acquisitions. Adjusted for this, the effective tax<br />
rate was 28.8% in <strong>2011</strong>. Out of the total tax on the profit for the<br />
year, tax on the Danish operations amounted to DKK 136 million<br />
(2010: DKK 139 million).<br />
Profit for the year rose by 12.7% to DKK 516 million (2010: DKK<br />
458 million).<br />
Normalised profit after tax for the year rose by 6.6% to DKK 561<br />
million (2010: DKK 527 million).<br />
Consolidated cash flow statement<br />
The free cash flow was DKK 898 million (2010: DKK 842 million).<br />
The free cash flow as a percentage of EBITA (the cash conversion<br />
rate) was 91.6% (2010: 100.4%).<br />
The free cash flow in <strong>2011</strong> in was affected by higher operating<br />
profit, which was, however, partially offset by higher net investments<br />
in property, plant and equipment.<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 />
2007 2008 2009 2010 <strong>2011</strong>
In <strong>2011</strong>, DKK 89 million (2010: DKK 45 million) out of total<br />
investments of DKK 326 million (2010: DKK 160 million) was<br />
invested in non-current assets related to expansion and start-up<br />
of activities. Investments in 2010 were affected by the divestment<br />
of non-current assets.<br />
Income taxes paid amounted to DKK 150 million (2010: DKK<br />
195 million). Income taxes paid declined mainly because part of<br />
income taxes for <strong>2011</strong> cannot be paid until in 2012 due to the<br />
Danish regulations on payment of taxes on account.<br />
Interest paid amounted to DKK 230 million (2010: DKK 143<br />
million). The increase as compared with 2010 was attributable<br />
to higher interest expenses as a result of loans raised in connection<br />
with the acquisitions made during the year and refinancing<br />
of the Group in connection of the sale of <strong>Falck</strong> A/S to <strong>Falck</strong> Holding<br />
A/S.<br />
Payments for acquisitions totalled DKK 565 million (2010: DKK<br />
720 million) and primarily related to the acquisitions of Lifestar<br />
Response in the United States and Grupo EMI in South America.<br />
Dividends paid, changes in interest-bearing debt and other<br />
equity movements relating to shareholders generated a cash<br />
inflow of DKK 298 million (2010: DKK 166 million), which was<br />
primarily related to the refinancing in <strong>2011</strong>.<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 />
2007 2008 2009 2010 <strong>2011</strong><br />
Cash conversion rate Free cash flow<br />
Operating profit before 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 472 million (2010: DKK 432 million).<br />
The increase in net operating assets was attributable to acquisitions,<br />
which increased net operating assets excluding goodwill<br />
by DKK 116 million, and assets classified as held for sale, to<br />
which assets of DKK 98 million was reclassified.<br />
Consolidated net operating assets including goodwill stood at<br />
DKK 6,068 million (2010: DKK 5,364 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 17.5% to DKK 2,025 million<br />
(2010: DKK 1,723 million). The increase primarily consisted<br />
of profit for the year attributable to <strong>Falck</strong> A/S of DKK 500 million<br />
less other comprehensive income after tax.<br />
Non-controlling interests totalled DKK 69 million (2010: DKK<br />
65 million) and primarily related to non-controlling interests in<br />
the training operations in Nigeria and emergency operations in<br />
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 />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 35<br />
2007 2008 2009 2010 <strong>2011</strong>
36 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Revenue generated in North and South<br />
America was DKK 1,679 million, up from<br />
DKK 318 million in 2010<br />
Net interest-bearing debt<br />
The Group’s net interest-bearing debt increased by DKK 310<br />
million to DKK 3,259 million from a starting point of DKK 2,949<br />
million at year-end 2010. The increase was due to loans raised<br />
in connection with the acquisitions made during the year and<br />
debt in the companies acquired.<br />
Provisions for acquisitions of operations<br />
and non-controlling interests<br />
Contingent consideration and earn-outs payable totalled DKK<br />
39 million (2010: DKK 146 million). The decline was attributable<br />
to payments and adjustments relating to prior-year acquisitions.<br />
Provisions for acquisitions of non-controlling interests<br />
were recognised in the amount of DKK 516 million (2010: DKK<br />
311 million) based on expected earnings at the time of use. The<br />
year-on-year increase was primarily attributable to the acquisition<br />
of Grupo EMI. If the non-controlling shareholders in the<br />
relevant subsidiaries do not exercise their options to sell their<br />
shares, <strong>Falck</strong> has an equivalent option to buy the shares in an<br />
agreed period.<br />
Acquisitions<br />
The <strong>Falck</strong> Group’s most important acquisitions in <strong>2011</strong> were:<br />
Lifestar Response Corporation<br />
In January, the Group acquired all the shares of Lifestar Response<br />
Corporation in the United States. Lifestar operates<br />
ambulance services in seven states on the US East Coast and<br />
in Washington D.C. and operates 440 ambulances and similar<br />
vehicles.<br />
EMI Holdings Managements S.A. (Grupo EMI)<br />
In March, the Group acquired 63.1% of the shares of EMI Holdings<br />
Management. The company is the parent company of the<br />
leading group of ambulance and medical companies in South<br />
America (Grupo EMI), which is headquartered in Colombia and<br />
has operations in Uruguay, Venezuela, Ecuador, El Salvador and<br />
Panama.<br />
Starowka<br />
In March, the Group acquired 75% of the shares of Starowka in<br />
Poland. The company operates four medical clinics with general<br />
practitioners and specialists and out-patient treatment in Warsaw<br />
and the central part of Poland.<br />
HealthCare Danmark<br />
In May, the Group acquired HealthCare Danmark, the secondlargest<br />
private provider of healthcare solutions in Denmark. The<br />
company operates healthcare clinics and manages healthcare<br />
schemes for employees in private-sector and public-sector companies.<br />
Servicio Emergencias Regional (SER)<br />
In August, the Group acquired all the shares of SER, a Colombian-based<br />
ambulance company, which operates in three large<br />
cities in Colombia and has a substantial network of physicians.<br />
Kranken-Transport Herzig<br />
In September, the Group acquired all the shares of Kranken-<br />
Transport Herzig, a company operating ambulance services in<br />
North Rhine-Westphalia, Germany.<br />
Acquisitions after the balance sheet date<br />
VL Transport Sanitari S.L.U and Grup VL Serveis Sanitaris, S.L.U. (VL)<br />
In February, the Group acquired a 75% stake in VL together with<br />
its partner in Spain, Grupo Dominguis. VL operates ambulance<br />
services in Catalonia, Spain.
Revenue, EBITA, operating margin and organic growth by geographical area<br />
DKK million Revenue EBITA Operating margin (%)<br />
Performance by area<br />
Denmark<br />
Revenue in Denmark was DKK 5,459 million (2010: DKK 5,292<br />
million), equivalent to a 3.2% increase, of which 2.6% was organic<br />
growth. The increase was attributable to Emergency and<br />
Assistance, of which travel assistance, in particular, generated<br />
revenue growth in <strong>2011</strong>.<br />
EBITA was DKK 569 million (2010: DKK 542 million). In addition<br />
to the growth in revenue, performance was also affected by<br />
lower costs in connection with assistance provided under subscriptions<br />
as compared with 2010, as severe winter weather was<br />
only seen in the first quarter of <strong>2011</strong>, whereas unusually severe<br />
winter weather was seen in both the first and fourth quarters of<br />
2010.<br />
The EBITA margin for <strong>2011</strong> was 10.4% (2010: 10.2%).<br />
Nordic region<br />
Revenue from operations in the Nordic region (excluding Denmark)<br />
increased by DKK 164 million or 10.6% to DKK 1,705 million.<br />
The rate of organic growth was 3.3% and was generated by<br />
the Assistance and Emergency business.<br />
EBITA was DKK 127 million (2010: DKK 108 million), equivalent<br />
to an EBITA margin of 7.4% (2010: 7.0%). The increase in EBITA<br />
and the EBITA margin was mainly attributable to higher earnings<br />
from the Assistance business in Norway and from all business<br />
areas in Sweden.<br />
Organic<br />
% of total 1) <strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010 growth<br />
Denmark 53.6 5,459 5,292 569 542 10.4 10.2 2.6<br />
Nordic region 16.7 1,705 1,541 127 108 7.4 7.0 3.3<br />
Europe 11.9 1,212 1,087 117 121 9.7 11.1 9.2<br />
North America 10.5 1,073 175 64 17 6.0 9.7 (10.2)<br />
South America 5.9 606 143 91 31 15.0 21.7 23.0<br />
Rest of the world 1.4 138 129 12 20 8.7 15.5 9.1<br />
Group total 100.0 10,193 8,367 980 839 9.6 10.0 3.6<br />
1) Revenue in DKK for <strong>2011</strong> as a percentage of consolidated revenue<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 37<br />
Europe<br />
Revenue in Europe (excluding Denmark and the Nordic region)<br />
totalled DKK 1,212 million (2010: DKK 1,087 million),<br />
equivalent to a growth rate of 11.5%, of which organic growth<br />
accounted for 9.2%. The growth was primarily attributable to<br />
an increase in the level of activity in the Emergency business in<br />
Poland, Slovakia and Spain, whereas lower activity was seen in<br />
the Emergency business in the Netherlands in <strong>2011</strong>.<br />
EBITA was DKK 117 million (2010: DKK 121 million), equivalent<br />
to an EBITA margin of 9.7% (2010: 11.1%). The fall in EBITA and<br />
the EBITA margin was due to lower earnings in Poland as a result<br />
of costs incurred to participate in tender rounds and in the<br />
Netherlands as a result of lower earnings.<br />
North America<br />
Revenue generated in North America was DKK 1,073 million<br />
(2010: DKK 175 million). The increase in revenue was attributable<br />
to the acquisition of Care Ambulance in December 2010<br />
and Lifestar Response in January <strong>2011</strong>. Organic growth was<br />
negative at the rate of 10.2%, which was due to lower activity<br />
in the Training business in the United States. The Emergency<br />
activities in the United States are not included in the calculation<br />
of organic growth as acquisitions are not included in the calculation<br />
until they have been owned for 12 months.<br />
EBITA was DKK 64 million (2010: DKK 17 million), equivalent to<br />
an EBITA margin of 6.0% (2010: 9.7%). The lower EBITA margin<br />
was mainly attributable to the fact that the Emergency activi-
38 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
ties acquired have a lower EBITA margin than the Training activities<br />
already operated in the area.<br />
South America<br />
Revenue generated in South America was DKK 606 million<br />
(2010: DKK 143 million). The increase was primarily attributable<br />
to the acquisition of Grupo EMI. The rate of organic growth was<br />
23.0%, which was attributable to an increase in Training activities<br />
in Brazil and in Trinidad & Tobago. Organic growth from<br />
Grupo EMI is not included in the calculation of organic growth<br />
until the companies have been owned for 12 months.<br />
EBITA rose to DKK 91 million (2010: DKK 31 million), which was<br />
attributable to the acquisition of Grupo EMI.<br />
The EBITA margin for <strong>2011</strong> was 15.0% (2010: 21.7%).<br />
Rest of the world<br />
Revenue in the rest of the world was DKK 138 million (2010:<br />
DKK 129 million), equivalent to a rate of organic growth of<br />
9.1%, which was mainly attributable to the Training activities in<br />
Nigeria, Malaysia and Thailand. In <strong>2011</strong>, the level of activity declined<br />
in the United Arab Emirates, which resulted in a decision<br />
to reduce the size of the training centre in that country in 2012.<br />
EBITA dropped to DKK 12 million (2010: DKK 20 million) as a result<br />
of costs incurred to close down the existing training centre<br />
in the United Arab Emirates.<br />
Outlook for 2012<br />
The Group expects revenue for 2012 to be at the level of DKK<br />
11 billion, partly attributable to an increase in the rate of organic<br />
growth as compared with <strong>2011</strong>. A minor increase in the EBITA<br />
margin is expected in 2012.<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 July <strong>2011</strong>, <strong>Falck</strong> got new owners as the holding company,<br />
<strong>Falck</strong> Holding A/S, acquired 98.8% of the shares of <strong>Falck</strong> A/S.<br />
The employees hold 1.1% of the shares of <strong>Falck</strong> A/S as a result of<br />
a grant of employee shares in 2006.<br />
Shareholders holding 5% or more of <strong>Falck</strong> Holding A/S are<br />
shown in the table below:<br />
Share holders of <strong>Falck</strong> Holding A/S<br />
Name Ownership<br />
Lundbeckfond Invest A/S, Hellerup 57.36%<br />
KIRKBI Invest A/S, Billund 20.00%<br />
Liberatio A/S, Aarhus (owned by executive management) 10.25%<br />
Other 12.39%<br />
Events after the balance sheet date<br />
On 9 February 2012, <strong>Falck</strong> signed an agreement to acquire 75%<br />
of the shares of VL Transport Sanitari and Grup VL Serveis Sanitaris<br />
for DKK 108 million. The companies operate ambulance<br />
services in Catalonia, Spain.<br />
On 17 February 2012, <strong>Falck</strong> signed an agreement on the divestment<br />
of the Brazilian emergency activities. The divestment will<br />
not affect profit for 2012.
Risk factors<br />
The Board of Directors and the Executive Management Board<br />
of <strong>Falck</strong> regularly monitor and assess the Group’s overall risk exposure<br />
relative to probability and implications as well as established<br />
risk measures. The Board of Directors and the Executive<br />
Management Board monitor developments in risks relative to<br />
an established 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 />
Business risks<br />
Political risks<br />
Some of <strong>Falck</strong>’s activities are based on contracts with public authorities.<br />
<strong>Falck</strong>’s opportunity of renewing existing contracts and<br />
winning additional contracts is dependent on the political decision-making<br />
process with regard to outsourcing of public-sector<br />
operating activities. If <strong>Falck</strong> does not have the opportunity to<br />
renew or successfully tender for these contracts, or if contracts<br />
are terminated, it may therefore have a material adverse impact<br />
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<br />
hours, social security contributions and other employee ben-<br />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 39<br />
efits provided to <strong>Falck</strong>’s employees. <strong>Falck</strong> may be affected by<br />
non-acceptance by the market of price increases explained by<br />
increases in payroll costs. However, historically, it has been possible<br />
to include a large proportion of increases in payroll costs in<br />
<strong>Falck</strong>’s pricing.<br />
Especially in the Assistance business and to some extent in the<br />
Emergency business in South America and in the Healthcare<br />
business, the costs are also dependent on the extent to which<br />
customers use the resources provided for in the subscription<br />
contracts. For instance, increased use of assistance by subscribers<br />
of roadside assistance will entail increased costs related to<br />
such responses. In the Emergency business in North America,<br />
activities are almost entirely based en payment per response.<br />
Consequently, there can be no guarantee that the level of activity<br />
is sufficient to cover the costs of the level of preparedness<br />
established.<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<br />
at ensuring that <strong>Falck</strong> continues to be an attractive and wellreputed<br />
organisation.<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<br />
acquisitions. However, persistently high growth may result in<br />
pressure, for instance on management resources. Thus, <strong>Falck</strong>’s<br />
ability to generate growth depends on its ability to retain and<br />
strengthen management, attract, train and retain its staff, and<br />
on the organisation’s ability to continuously implement and<br />
optimise operational, financial and other management information<br />
systems in a timely manner.<br />
Growth also depends on <strong>Falck</strong>’s ability to continue to attract<br />
new customers and retain a substantial number of its existing<br />
customers and on its continued ability to offer products adapted<br />
to the conditions on the individual markets.
40 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<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 />
<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 area, 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<br />
private ambulance operators, and none of them operate internationally.<br />
In North America, however, there are two competitors<br />
who are larger than <strong>Falck</strong> as well as a number of small and<br />
medium-sized ambulance companies. <strong>Falck</strong> seeks to position<br />
itself in the market as a company focused on meeting customer<br />
demand through close interaction with and a high level of quality<br />
based on the requirements defined by customers. Outside<br />
North America, <strong>Falck</strong>’s competitors are often small operators.<br />
In the private fire-fighting business in Denmark, competitors<br />
are mainly municipal fire services. Internationally, <strong>Falck</strong> focuses<br />
on industrial fire services, where customers have typically previously<br />
used 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.<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 />
Group’s Executive Management Board and the Board of Directors<br />
have decided to convert 77% of the overall financing to a<br />
fixed three-year rate of interest via interest rate swaps. The rest<br />
of the overall financing is based on short-term interest rates.<br />
The interest rate exposure is hedged by interest rate swaps<br />
during the hedging period to the effect that interest rates on<br />
the part of the debt that is denominated in DKK cannot exceed<br />
1.40%, for debt denominated in EUR interest rates cannot exceed<br />
1.17%, and for debt denominated in USD interest rates<br />
cannot exceed 0.55%.<br />
Credit institutions, floating-rate loans<br />
DKK million <strong>2011</strong> 2010<br />
DKK 805 2.271<br />
EUR 25 855<br />
USD 157 249<br />
Other 79 -<br />
Total 1.066 3.375<br />
The Group is therefore only to a minor extent sensitive to fluctuations<br />
in market interest rates, and a fluctuation by 1% would<br />
change the interest expense for the year by DKK 11 million.<br />
Sensitivity analysis, market-rate fluctuations of 1%<br />
DKK million <strong>2011</strong> 2010<br />
DKK 8 7<br />
EUR - -<br />
USD 2 2<br />
Other 1 -<br />
Total 11 9<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 the<br />
expenses of the individual subsidiaries are denominated in the<br />
same currency. The main exchange rate exposure faced by the
Group relates to the translation into Danish kroner of the financial<br />
results and equity of subsidiaries.<br />
A concurrent fall in all exchange rates by 1% relative to DKK<br />
would reduce revenue by DKK 48 million, EBITA by DKK 4 million<br />
and equity by DKK 30 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 15 million, which would<br />
be recognised in the income statement. Fluctuations in the<br />
DKK/USD exchange rate will have no impact on the income<br />
statement or equity as the debt has been raised to hedge investments<br />
in subsidiaries.<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 provisions<br />
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 as<br />
individual write-downs are made for anticipated bad debts.<br />
<strong>Falck</strong>’s entry on the ambulance market in the United States has<br />
increased the Group’s credit risk as payments for ambulance<br />
services are collected directly from the patient transported if<br />
the patient does not have health insurance or is covered by a<br />
public insurance scheme. Collection may be difficult, especially<br />
in the event of emergency transport operations.<br />
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 />
Management review | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 41<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. The purpose of the cash resources<br />
is to allow the Group to operate adequately in case of unforeseen<br />
fluctuations in cash.<br />
At year-end <strong>2011</strong>, the Group’s unused credit facilities were in<br />
the region of DKK 960 million. Of this amount, DKK 400 million<br />
is only available for acquisitions. With the addition of available<br />
cash and cash equivalents of DKK 962 million, total cash resources<br />
were in the region of DKK 1,922 million. Management<br />
believes that the Group’s cash resources are fully sufficient.<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 structure<br />
has been determined based on an assessment of how large<br />
a debt the Group is able to service in a suitable manner as well as<br />
the amounts of earnings and cash flows generated in the Group<br />
in view of the Group’s growth expectations and ambitions.<br />
The Group is financed by an overall syndicated loan raised together<br />
with <strong>Falck</strong> Holding A/S and <strong>Falck</strong> Danmark A/S. The loan<br />
terms require that certain financial performance indicators are<br />
met. All loan terms were met in <strong>2011</strong>. The outstanding debt of<br />
the <strong>Falck</strong> A/S Group was DKK 3,806 million as at 31 December<br />
<strong>2011</strong>. The outstanding debt rose by DKK 760 million in the<br />
course of <strong>2011</strong> as a result of new debt raised in connection with<br />
acquisitions. Through regular instalments payable on the syndicated<br />
loan in the period 2012 to 2017, the debt will be reduced<br />
to DKK 1,900 million, which must be repaid in full in 2018.<br />
Moreover, the Group has mortgage loans totalling DKK 377 million<br />
and other interest-bearing debt of DKK 168 million.<br />
The Group monitors and manages its capital structure with a<br />
view to ensuring that it can meet its financing obligations.<br />
As at 31 December <strong>2011</strong>, the Group’s net interest-bearing debt<br />
stood at DKK 3,259 million, while equity stood at DKK 2,025<br />
million.
42 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Contents of the<br />
Group financial statements<br />
Financial statements<br />
Income statement 43<br />
Statement of comprehensive income 44<br />
Cash flow statement 45<br />
Balance sheet 46<br />
Equity statement 48<br />
Notes to the financial statements<br />
1. Accounting policies 49<br />
2. Accounting estimates and judgments 59<br />
3. Segment information 60<br />
Notes to the income statement<br />
4. Revenue 63<br />
5. Other operating income 63<br />
6. Fees to auditors appointed at the annual<br />
general meeting 64<br />
7. Staff costs 64<br />
8. Amortisation and depreciation 65<br />
9. Amortisation of intangible assets and<br />
costs from business combinations 65<br />
10. Exceptional items 65<br />
11. Financial income 65<br />
12. Financial expenses 65<br />
13. Income taxes 66<br />
14. Earnings per share 66<br />
Notes to the balance sheet<br />
15. Intangible assets 67<br />
16. Property, plant and equipment 69<br />
17. Investments in associates 70<br />
18. Inventories 70<br />
19. Trade receivables 70<br />
20. Cash and securities 71<br />
21. Equity, treasury shares and dividends 71<br />
22. Pension obligations 72<br />
23. Other employee obligations 74<br />
24. Deferred tax<br />
25. Provisions for acquisitions of operations<br />
74<br />
and non-controlling interests 75<br />
26. Other provisions 76<br />
27. Credit institutions 76<br />
28. Other payables 78<br />
29. Deferred income 78<br />
Notes to the cash flow statement<br />
30. Net financials<br />
31. Investments in subsidiaries, non-controlling<br />
78<br />
interests and operations 78<br />
32. Dividends paid to non-controlling interests 80<br />
33. Other movements relating to shareholders 80<br />
Supplementary notes<br />
34. Contingent liabilities, contractual obligations<br />
and collateral security 81<br />
35. Financial instruments 82<br />
36. Assets held for sale 88<br />
37. Related parties 88<br />
38. Events after the balance sheet date 89
Income statement for the year ended 31 December<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 43<br />
Note DKK million <strong>2011</strong> 2010<br />
4 Revenue 10,193 8,367<br />
5 Other operating income 48 70<br />
Cost of sales and external assistance (1,300) (1,149)<br />
6 Other external costs (1,977) (1,537)<br />
7 Staff costs (5,691) (4,655)<br />
8 Amortisation, depreciation and impairment (382) (307)<br />
Operating profit before exceptional items 891 789<br />
Analysed as:<br />
Operating profit before costs and amortisation from business combinations<br />
and exceptional items 980 839<br />
9 Amortisation of intangible assets and costs from business combinations (89) (50)<br />
Operating profit before exceptional items 891 789<br />
10 Exceptional items 82 (26)<br />
PROFIT BEFORE FINANCIALS 973 763<br />
17 Income after tax from associates (1) -<br />
11 Financial income 38 33<br />
12 Financial expenses (310) (155)<br />
PROFIT BEFORE TAX 700 641<br />
13 Income taxes (184) (183)<br />
PROFIT FOR THE YEAR 516 458<br />
PROFIT ALLOCATION<br />
<strong>Falck</strong> A/S 500 444<br />
Non-controlling interests 16 14<br />
TOTAL 516 458<br />
14 EARNINGS PER SHARE<br />
Earnings per share (EPS) 5.4 4.8<br />
Diluted earnings per share (DEPS) 5.3 4.6
44 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Statement of comprehensive income for the year ended 31 December<br />
Note DKK million <strong>2011</strong> 2010<br />
Foreign exchange differences 33 86<br />
Actuarial adjustment of pension provisions (3) 2<br />
Value adjustment of currency hedging instruments (17) 13<br />
Value adjustment of interest hedging instruments (8) 2<br />
Settlement of interest hedging instruments 51 -<br />
Value adjustment of available-for-sale securities 25 180<br />
Sale of securities, transferred to exceptional items (242) -<br />
Adjustment for hyperinflation 1 -<br />
13 Tax on other comprehensive income (1) (38)<br />
Other comprehensive income after tax (161) 245<br />
Profit for the year 516 458<br />
TOTAL COMPREHENSIVE INCOME 355 703<br />
PROFIT ALLOCATION<br />
<strong>Falck</strong> A/S 341 687<br />
Non-controlling interests 14 16<br />
TOTAL 355 703
Cash flow statement for the year ended 31 December<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 45<br />
Note DKK million <strong>2011</strong> 2010<br />
Total revenue 10,241 8,437<br />
Total costs (9,350) (7,648)<br />
Profit before financials 891 789<br />
8 Amortisation, depreciation and impairment 382 307<br />
Profit before financials and amortisation, depreciation and impairment 1,273 1,096<br />
Reversal of profit/(loss) on divestments of non-current assets (25) (52)<br />
Change in operating assets (127) (181)<br />
Change in intercompany balance with associates (36) (21)<br />
Change in operating payables 59 89<br />
Change in provisions (14) (21)<br />
Cash flow from operating activities before financials and tax 1,130 910<br />
Exceptional items (5) (26)<br />
30 Net financials (230) (143)<br />
13 Income taxes paid (150) (195)<br />
CASH FLOW FROM OPERATING ACTIVITIES 745 546<br />
31 Investments in subsidiaries, non-controlling interests and operations (523) (648)<br />
Cash flows from hedging of net investments 6 (25)<br />
Divestments of subsidiaries, non-controlling interests and operations - 10<br />
Investments in other shares and securities (31) (45)<br />
Sale of other shares and securities 331 -<br />
Investments in intangible assets (42) (27)<br />
Investments in property, plant and equipment (321) (374)<br />
Sale of property, plant and equipment 62 289<br />
Investments in associates - (12)<br />
CASH FLOW FROM INVESTING ACTIVITIES (518) (832)<br />
32 Dividends paid to non-controlling interests (19) (29)<br />
33 Other movements relating to shareholders 5 (283)<br />
Changes in interest-bearing outstanding balances with Group companies 9 -<br />
Interest-bearing debt raised 4,413 777<br />
Repayment of and change in interest-bearing debt (4,110) (299)<br />
CASH FLOW FROM FINANCING ACTIVITIES 298 166<br />
Change in cash 525 (120)<br />
Cash at beginning of year 439 538<br />
Foreign exchange differences relating to cash (2) 21<br />
20 CASH AT YEAR-END 962 439
46 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Balance sheet as at 31 December<br />
Note DKK million <strong>2011</strong> 2010<br />
Assets<br />
Goodwill 5,302 4,711<br />
Intangible assets from acquisitions 345 261<br />
Other intangible assets 122 97<br />
15 TOTAL INTANGIBLE ASSETS 5,769 5,069<br />
Land and buildings 722 712<br />
Leasehold improvements 58 57<br />
Fixtures and fittings, tools and equipment 845 795<br />
16 TOTAL PROPERTY, PLANT AND EQUIPMENT 1,625 1,564<br />
17 Investments in associates 15 23<br />
Other investments 6 1<br />
24 Deferred tax assets 78 75<br />
24 TOTAL FINANCIAL ASSETS 99 99<br />
TOTAL NON-CURRENT ASSETS 7,493 6,732<br />
18 Inventories 60 60<br />
19 Trade receivables 1,173 1,088<br />
Receivables from associates 55 21<br />
Other receivables 210 246<br />
Prepayments 147 131<br />
20 Securities 172 372<br />
20 Cash 885 439<br />
2,642 2,297<br />
36 Assets held for sale 98 -<br />
TOTAL CURRENT ASSETS 2,800 2,357<br />
TOTAL ASSETS 10,293 9,089
Balance sheet as at 31 December<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 47<br />
Note DKK million <strong>2011</strong> 2010<br />
Equity and liabilities<br />
Share capital 46 46<br />
Reserve for treasury shares (6) -<br />
Hedging reserve 9 (10)<br />
Currency translation reserve 29 (11)<br />
Reserve for value adjustments of available-for-sale financial assets - 217<br />
Retained earnings 1,947 1,481<br />
EQUITY ATTRIBUTABLE TO PARENT COMPANY 2,025 1,723<br />
Non-controlling interests 69 65<br />
21 TOTAL EQUITY 2,094 1,788<br />
22 Pension obligations 2 -<br />
23 Other employee obligations 29 32<br />
24 Deferred tax 284 280<br />
25 Provisions for acquisitions of operations and non-controlling interests 512 388<br />
26 Other provisions 11 34<br />
27 Credit institutions 4,233 3,159<br />
Payables to Group companies 21 -<br />
TOTAL NON-CURRENT DEBT 5,092 3,893<br />
27 Credit institutions 83 601<br />
25 Provisions for acquisitions of operations and non-controlling interests 43 69<br />
26 Other provisions 12 20<br />
Trade payables 607 581<br />
Income taxes 51 40<br />
Payables to Group companies 9 -<br />
28 Other payables 873 803<br />
29 Deferred income 1,331 1,294<br />
3,009 3,408<br />
36 Liabilities relating to assets held for sale 98 -<br />
TOTAL CURRENT DEBT 3,107 3,408<br />
TOTAL EQUITY AND LIABILITIES 10,293 9,089
48 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</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>2011</strong> DKK million capital shares reserve reserve assets earnings Total interests equity<br />
Equity at 1 January <strong>2011</strong> 46 - (10) (11) 217 1,481 1,723 65 1,788<br />
Equity movements in <strong>2011</strong><br />
Foreign exchange differences 35 35 (2) 33<br />
Value adjustment of currency hedging instruments (17) (17) (17)<br />
Settlement of interest hedging instruments 51 51 51<br />
Value adjustment of interest hedging instruments (8) (8) (8)<br />
Adjustment for hyperinflation 1 1 1<br />
Sale of available-for-sale securities (242) (242) (242)<br />
Value adjustment of available-for-sale securities 25 25 25<br />
Actuarial adjustment of pension provisions (3) (3) (3)<br />
Tax on other comprehensive income (7) 5 1 (1) (1)<br />
Other comprehensive income - - 19 40 (217) (1) (159) (2) (161)<br />
Profit for the year 500 500 16 516<br />
Total comprehensive income - - 19 40 (217) 499 341 14 355<br />
Increase in non-controlling interests' ownership share - 6 6<br />
Adjustment of provision for acquisition of<br />
non-controlling interests (44) (44) (44)<br />
Acquisitions of treasury shares (6) (6) (6)<br />
Issuance of warrants 11 11 11<br />
Dividend - (16) (16)<br />
Total transactions with owners - (6) - - - (33) (39) (10) (49)<br />
Total equity movements in <strong>2011</strong> - (6) 19 40 (217) 466 302 4 306<br />
EQUITY AT 31 DECEMBER <strong>2011</strong> 46 (6) 9 29 - 1,947 2,025 69 2,094<br />
2010 DKK million<br />
Equity at 1 January 2010 46 (8) (21) (62) 37 1,354 1,346 61 1,407<br />
Equity movements in 2010<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<br />
Losses on divestments and acquisitions of<br />
- 3 3<br />
non-controlling interests<br />
Adjustment of provision for acquisition of<br />
(32) (32) (32)<br />
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 transactions with owners - 8 - - - (318) (310) (12) (322)<br />
Total equity movements in 2010 - 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
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies<br />
The annual report for the year ended 31 December <strong>2011</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. The annual report<br />
also complies with the International Financial <strong>Report</strong>ing Standards<br />
issued by the IASB.<br />
The Board of Directors and the Executive Management Board<br />
considered and approved the annual report for <strong>2011</strong> of <strong>Falck</strong><br />
A/S on 16 March 2012. 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 26 April 2012.<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 />
IMPLEMENTATION OF NEW<br />
FINANCIAL REPORTING REGULATIONS<br />
<strong>Falck</strong> A/S has implemented the standards and interpretations<br />
that come into force for <strong>2011</strong>. None of these have affected<br />
recognition and measurement and the presentation and classification<br />
for <strong>2011</strong>, nor are they expected to affect <strong>Falck</strong> A/S<br />
going forward.<br />
FUTURE IFRS CHANGES<br />
Standards and additions issued by the IASB which come<br />
into force after 31 December <strong>2011</strong> or which have not been<br />
adopted by the EU, and which have therefore not been implemented,<br />
comprise:<br />
• IFRS 9 Financial instruments<br />
• IFRS 10 Consolidated financial statements<br />
• IFRS 11 Joint arrangements<br />
• IFRS 12 Disclosure of interests in other entities<br />
• IFRS 13 Fair value measurement<br />
• Revised IAS28 Investments in associates and joint ventures<br />
• Addition to IAS 1 Presentation of other comprehensive<br />
income<br />
• Additions to IAS 19 Employee benefits<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 49<br />
The implementation of these standards will result in additional<br />
note specifications and reclassifications but will not<br />
significantly affect recognition and measurement.<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 />
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.<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 is included<br />
in the consolidated profit and equity but stated as separate<br />
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.
50 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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 />
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, will be recognised as part of the consideration<br />
at the date of acquisition. The put options issued are<br />
subsequently measured at fair value. Any changes in the fair<br />
value of the issued put options after initial recognition are<br />
recognised in equity. Acquisition costs directly attributable to<br />
the acquisition 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 2010, 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.<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 is<br />
at amortised cost with recognition in equity of amortisation<br />
and value changes as they arise.
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<br />
Issued put options related to business combinations with an<br />
acquisition date prior to 1 January 2010 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 and hyperinflation<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 classified in<br />
equity in a separate currency translation reserve. Exchange dif-<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 51<br />
ferences are allocated between the parent company’s and the<br />
non-controlling interests' shares of equity.<br />
However, for foreign subsidiaries and associates operating in<br />
hyperinflationary economies, revenue and costs are translated<br />
at the exchange rate ruling at the balance sheet date. Prior to<br />
the translation, the income statement and the non-monetary<br />
items of the balance sheet are restated taking into account<br />
the buying power of the functional currency based on inflation<br />
until the balance sheet date (inflation correction). The<br />
effect of the inflation correction is recognised in the currency<br />
translation reserve in equity. In the income statement, it is<br />
recognised in financials as a loss/gain on the monetary net<br />
position in the relevant entities. The assessment of when an<br />
economy is hyperinflationary is based on qualitative as well as<br />
quantitative factors, including whether the accumulated inflation<br />
over a three-year period is in the order of 100%.<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 differences arising on the translation of the<br />
share of the opening equity of foreign associates to exchange<br />
rates ruling at the balance sheet date and on the translation of<br />
the share of results for the year from average exchange rates<br />
to exchange rates ruling at the balance sheet date are recognised<br />
directly in other comprehensive equity and are classified<br />
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.
52 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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 recognised in other comprehensive income is<br />
transferred to profit for the year together with the gain or loss<br />
on the divestment<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 />
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 instruments<br />
designated as and qualifying for hedging of future<br />
cash flows, and which effectively hedge changes in the value<br />
of the hedged item, are recognised in other comprehensive<br />
income in a separate hedging reserve 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.<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.
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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<br />
based on an annually performed impairment test of each<br />
cash-generating 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 are recognised in the<br />
income statement at the proportionate share of the results<br />
after tax and non-controlling interests of the associates and<br />
after elimination of the proportionate share of intra-group<br />
profits/losses.<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 />
<strong>Falck</strong> A/S and all Danish subsidiaries are jointly taxed with<br />
Lundbeckfond Invest A/S, which is the management company<br />
for the national joint taxation and consequently settles all<br />
payments of income taxes with the tax authorities in respect<br />
of the jointly taxed companies.<br />
Current Danish corporation tax is allocated among the jointly<br />
taxed companies according to the taxable income of these<br />
companies. The jointly taxed companies pay tax under the<br />
on-account tax scheme.<br />
Income tax for the year, consisting of current tax for the year<br />
and changes in deferred tax, is recognised in profit for the<br />
year, in other comprehensive income, or directly in equity.<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 53<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 Management’s<br />
planned use of the asset or settlement of the liability 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.<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 indefinite useful<br />
lives, are measured at cost less accumulated straight-line amortisation<br />
and depreciation and impairment losses. Goodwill<br />
and intangible assets with indefinite useful lives are measured<br />
at cost less accumulated impairment losses. Amortisation,<br />
depreciation and impairment losses are recognised in the<br />
income statement.
54 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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 />
If the recoverable amount of an asset or its cash-generating<br />
unit is lower than the carrying amount, an impairment charge<br />
is recognised in respect of the asset. The impairment loss is<br />
recognised in the income statement.<br />
In addition, for goodwill and other intangible assets with<br />
indefinite 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 on 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<br />
basis over the term of the lease.<br />
Other operating equipment is depreciated on a straightline<br />
basis over the estimated useful lives of the assets. The<br />
expected 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<br />
administrative 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<br />
fair value and value in use of the future lease payments at the<br />
inception of the lease.
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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 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. 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 costs.<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 55<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.<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
56 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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 the 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 />
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.<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
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<br />
in question and depreciated together with these assets. The<br />
increase of the present value over time is recognised in the<br />
income statement under financial expenses.<br />
Financial liabilities<br />
Debt to credit institutions is recognised at the raising of a loan<br />
at fair value less transaction costs. In subsequent periods,<br />
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 />
Assets held for sale<br />
Assets held for sale comprise non-current assets and disposal<br />
groups held for sale. A disposal group is a group of assets to<br />
be disposed of, by sale or otherwise, together as a group in<br />
a single transaction. Liabilities regarding assets held for sale<br />
are liabilities directly associated with those assets that will be<br />
transferred in the transaction. Assets are classified as “held<br />
for sale” if their carrying amount will be recovered principally<br />
through a sale transaction within 12 months in accordance<br />
with a formal plan rather than through continuing use.<br />
Assets or disposal groups held for sale are measured at the<br />
lower of the carrying amount at the date when the assets<br />
were classified as held for sale and fair value less costs to sell.<br />
Assets are not depreciated or amortised as from the date they<br />
are classified as “held for sale”.<br />
Impairment losses from the initial classification of the noncurrent<br />
assets as held for sale as well as gains and losses from<br />
following measurement of the lowest value of the carrying<br />
amount or the fair value less costs to sell are recognised in the<br />
income statement. Gains and losses are disclosed in the notes<br />
to the financial statements.<br />
Assets and related liabilities are recognised separately in the<br />
balance sheet, and the main items are specified in the notes<br />
to the financial statements. Comparative figures in the balance<br />
sheet are not restated.<br />
Leasing<br />
For financial reporting purposes, lease liabilities are classified<br />
as either finance or operating lease liabilities.<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 57<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 leases<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 operating<br />
expenses and interest adjusted for non-cash operating<br />
items and changes in working capital.<br />
Cash flows from operating activities are adjusted for cash<br />
flows related to special 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.<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
58 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note<br />
1 Accounting policies (continued)<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 />
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. Non-current assets in a segment<br />
comprise non-current assets used directly in the operation<br />
of the segment, including intangible assets, property,<br />
plant and equipment and investments in associates. Current<br />
assets in a segment comprise current assets used directly in<br />
the operation of the segment, including inventories, trade<br />
receivables, other receivables, prepaid expenses and cash.<br />
FINANCIAL RATIOS<br />
For definitions of financial ratios, see page 115.
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 />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 59<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.
60 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
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, Emergency, Assistance, Healthcare and Training, which<br />
sell various services.<br />
Emergency<br />
<strong>Falck</strong> is the largest international ambulance service provider in<br />
the world. <strong>Falck</strong> provides ambulance services to the people in<br />
14 countries in Europe and North and South America in close<br />
collaboration with the authorities. <strong>Falck</strong> operates more than<br />
1,800 ambulances with ambulance officers, treating more<br />
than two million sick or injured people every year. In addition,<br />
<strong>Falck</strong> also helps handle many other pre-hospital services<br />
such as the operation of doctors' emergency cars, emergency<br />
response vehicles and emergency helicopters. <strong>Falck</strong> is also the<br />
world's largest international fire-fighting operator, with activities<br />
in eight different countries. In Denmark, <strong>Falck</strong> provides<br />
fire-fighting and fire-prevention services in two-thirds of the<br />
country. In the other countries, <strong>Falck</strong> is active in industrial<br />
fire services, fire training and fire services consulting for both<br />
public and industrial customers.<br />
Assistance<br />
<strong>Falck</strong>'s Assistance services are concentrated in four Nordic<br />
countries Denmark, Finland, Norway and Sweden. The services<br />
provide the citizens with the greatest possible security and<br />
peace of mind, either by preventing accidents or by providing<br />
fast and competent assistance when accidents occur. The<br />
services are often subscription-based and especially provide<br />
help to people with their cars and homes. As an example,<br />
<strong>Falck</strong> helps members whose car has broken down or if they<br />
are involved in an accident. In most cases, <strong>Falck</strong> staff can<br />
repair the car on the spot. And <strong>Falck</strong> helps homeowners with<br />
everything from water in the basement to snow on the roof.<br />
Also, both private individuals, companies and public authorities<br />
can make use of Assistance services in situations involving<br />
buildings, health, travel and more.<br />
Healthcare<br />
<strong>Falck</strong> Healthcare is Denmark's largest private provider of<br />
healthcare services. Under this business area, <strong>Falck</strong> helps<br />
create healthy people and healthy workplaces. An important<br />
part of <strong>Falck</strong> Healthcare's efforts consists of preventing illness,<br />
stress and attrition. The goal is to ensure that each individual<br />
has a better, longer and healthier worklife. This also means<br />
greater job satisfaction at the workplace, as well as lower costs<br />
related to illness, lower public-sector costs for social security,<br />
lower costs for insurance companies saving money on claims<br />
resulting from a reduction in or loss of working capacity, for<br />
example.<br />
Training<br />
<strong>Falck</strong> provides rescue and safety courses and other safety<br />
services in 15 countries on five continents. This happens at 28<br />
training centres aimed at the offshore industry and the maritime<br />
sector, but the chemical industry, the aviation industry<br />
and the armed forces in Denmark and Sweden also make use<br />
of <strong>Falck</strong>'s facilities and services. In addition, <strong>Falck</strong> has eight<br />
land-based training centres in the Netherlands. At all these<br />
centres, people are instructed in safe behaviour in order 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> is the world's leading provider within this area<br />
with competencies developed on the basis of more than 100<br />
years of experience in rescue services.<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.
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>2011</strong> 61<br />
Elimination<br />
and non-<br />
allocated<br />
Business areas <strong>2011</strong> Emergency 2) Assistance Healthcare Training items Total<br />
KEY RATIOS<br />
Operating margin (%) 1) 6.8 12.4 7.4 12.6 9.6<br />
INCOME STATEMENT<br />
Revenue 6,385 2,693 1,112 1,019 (1,016) 10,193<br />
Operating profit before amortisation,<br />
depreciation, impairment and<br />
exceptional items 633 360 100 180 - 1,273<br />
Amortisation, depreciation and impairment (269) (31) (20) (62) - (382)<br />
Operating profit before exceptional items 364 329 80 118 - 891<br />
Analysed as follows:<br />
Operating profit before costs and<br />
amortisation from business<br />
combinations and exceptional items 435 335 82 128 - 980<br />
Amortisation of intangible assets and<br />
costs from business combinations (71) (6) (2) (10) - (89)<br />
Operating profit before exceptional items 364 329 80 118 - 891<br />
Exceptional items (154) - - - 236 82<br />
Profit before financials 210 329 80 118 236 973<br />
Financials, etc. (273) (273)<br />
Profit before tax 700 700<br />
Income taxes (184) (184)<br />
Profit for the year 516 516<br />
BALANCE SHEET<br />
Total assets 4,929 2,696 1,109 1,750 (191) 10,293<br />
Net investments in intangible assets,<br />
property, plant and equipment 145 61 6 72 - 284<br />
1) Operating profit before costs and amortisation from business combinations and exceptional items as a percentage of revenue.<br />
2) The Emergency business includes operations in Venezuela, which is classified as a hyperinflationary economy. The revenue and operating<br />
profit stated above therefore include an adjustment for hyperinflation of DKK 4 million and DKK 0 million respectively. The effect on<br />
profit for the year was a reduction by DKK 1 million.
62 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</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 2010 Emergency Assistance Healthcare Training items Total<br />
KEY RATIOS<br />
Operating margin (%) 1) 6.8 10.9 6.3 14.8 10.0<br />
INCOME STATEMENT<br />
Revenue 4,834 2,470 1,196 958 (1,091) 8,367<br />
Operating profit before amortisation,<br />
depreciation, impairment and<br />
exceptional items 508 280 96 188 24 1,096<br />
Amortisation, depreciation and impairment (204) (22) (26) (55) (307)<br />
Operating profit before exceptional items 304 258 70 133 24 789<br />
Analysed as follows:<br />
Operating profit before costs and<br />
amortisation from business combinations<br />
and exceptional items 329 269 75 142 24 839<br />
Amortisation of intangible assets and<br />
costs from business combinations (25) (11) (5) (9) (50)<br />
Operating profit before exceptional items 304 258 70 133 24 789<br />
Exceptional items - - - - (26) (26)<br />
Profit before financials 304 258 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 3,875 2,572 1,071 1,750 (179) 9,089<br />
Net investments in intangible assets,<br />
property, plant and equipment 33 49 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 />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 63<br />
Note DKK million <strong>2011</strong> 2010<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 5,459 4,054 5,292 4,075<br />
Nordic region 1,705 833 1,541 773<br />
Europe 1,212 653 1,087 596<br />
North America 1,073 885 175 687<br />
South America 606 786 143 309<br />
Rest of the world 138 204 129 217<br />
Total 10,193 7,415 8,367 6,657<br />
The breakdown of revenue is based on customers' country of residence. No single customer accounts for 10% or more of revenue.<br />
Breakdown of assets based on physical location.<br />
The Nordic region comprises the following countries:<br />
Norway, Sweden and Finland.<br />
Europe comprises the following countries:<br />
Belgium, Estonia, the Netherlands, Poland, Romania, Slovakia, Spain, United Kingdom, Turkey and Germany.<br />
North America comprises the following country:<br />
United States<br />
South America comprises the following countries:<br />
Brazil, Colombia, Ecuador, El Salvador, Panama, Trinidad & Tobago, Uruguay and Venezuela.<br />
The rest of the world comprises the following countries:<br />
Azerbaijan, United Arab Emirates, India, Kazakhstan, Malaysia, Nigeria, Russia, Singapore, Thailand and Vietnam.<br />
Note DKK million <strong>2011</strong> 2010<br />
4 Revenue<br />
Services 10,121 8,318<br />
Products 72 49<br />
Total revenue 10,193 8,367<br />
5 Other operating income<br />
Gain on sales of assets 25 52<br />
Other operating income 23 18<br />
Total other operating income 48 70<br />
Other operating income relates mainly to rent from premises.
64 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2011</strong> 2010<br />
6 Fees to auditors appointed at the annual general meeting<br />
KPMG<br />
Audit (8) (6)<br />
Other assurance engagements - -<br />
Tax advisory services (1) (2)<br />
Preparation of a potential IPO (5) (8)<br />
Other services (2) (2)<br />
Total fees (16) (18)<br />
7 Staff costs<br />
Salaries and wages to employees (4,610) (3,771)<br />
Ordinary remuneration to the Executive Management Board (8) (10)<br />
Of which paid by <strong>Falck</strong> Holding A/S 4 -<br />
Remuneration to the Executive Management Board relating to preparation of a potential IPO - (7)<br />
Remuneration to the Board of Directors (3) (2)<br />
Total (4,617) (3,790)<br />
Of which reinvoiced - 3<br />
Total salaries and remuneration (4,617) (3,787)<br />
Defined-contribution pension plans (271) (255)<br />
Defined-benefit pension plans - 18<br />
Other social security costs (448) (330)<br />
Other staff costs (355) (301)<br />
Total other staff costs (1,074) (868)<br />
Total staff costs (5,691) (4,655)<br />
Number of full-time employees 20,115 14,352<br />
Number of part-time employees 5,147 4,791<br />
Number of employees (full-time equivalents) 17,143 13,727<br />
Remuneration to the Executive Management Board does not include pension contributions<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<br />
Grant of new warrants. See note 21 4,443,120 -<br />
Cancellation of warrants. See note 21 (4,443,120) -<br />
Buy back in the period. See note 21 - (4,443,120)<br />
Number of warrants at 31 December - -<br />
At the extraordinary general meeting held on 25 February <strong>2011</strong>, the Board of Directors was authorised to establish a new warrant<br />
programme. At the Board meeting held on 15 March <strong>2011</strong>, the Board of Directors adopted a resolution to establish a new warrant programme<br />
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<br />
issued were acquired at market value, equivalent to DKK 11 million, and there are no conditions attached to the acquisition of the warrants.<br />
The warrants issued have been transferred to <strong>Falck</strong> Holding A/S and subsequently cancelled at an extraordinary general meeting of<br />
<strong>Falck</strong> A/S.
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 65<br />
Note DKK million <strong>2011</strong> 2010<br />
8 Amortisation, depreciation and impairment<br />
Intangible assets from acquisitions (56) (27)<br />
Other intangible assets (29) (28)<br />
Buildings (33) (36)<br />
Leasehold improvements (12) (10)<br />
Fixtures and fittings, tools and equipment (245) (206)<br />
Amortisation, depreciation and impairment for the year (7)<br />
Total amortisation, depreciation and impairment (382) (307)<br />
9 Amortisation of intangible assets and costs from<br />
business combinations<br />
Amortisation of intangible assets from business combinations (56) (27)<br />
Costs from business combinations (33) (23)<br />
Total amortisation of intangible assets and costs from business combinations (89) (50)<br />
10 Exceptional items<br />
Gains on the sale of available-for-sale securities 242 -<br />
Exceptional items, income 242 -<br />
Impairment loss on available-for-sale securities (142) -<br />
Costs relating to sale of <strong>Falck</strong> A/S (18) (26)<br />
Exceptional items, costs (160) (26)<br />
Total exceptional items 82 (26)<br />
11 Financial income<br />
Foreign exchange gains 23 21<br />
Interest from cash 10 6<br />
Interest from securities held to maturity 2 1<br />
Other financial income 3 5<br />
Total financial income 38 33<br />
12 Financial expenses<br />
Foreign exchange losses (17) (14)<br />
Interest to credit institutions (188) (119)<br />
Costs of debt restructuring (74) -<br />
Interest element on discounted liabilities (5) (12)<br />
Interest expenses to Group companies (1) -<br />
Other financial expenses (25) (10)<br />
Total financial expenses (310) (155)
66 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2011</strong> 2010<br />
13 Income taxes<br />
Current tax (214) (184)<br />
Change in deferred tax for the year 32 (1)<br />
Prior year adjustments (2) 2<br />
Total income taxes (184) (183)<br />
Tax on other comprehensive income (1) (38)<br />
Total tax (185) (221)<br />
Income taxes paid during the year (150) (195)<br />
Breakdown of tax rate:<br />
Total income taxes (184) (183)<br />
Tax base for current tax 700 641<br />
Effective tax rate 26.2% 28.6%<br />
Danish tax rate 25.0% 25.0%<br />
Differences in foreign tax rates relative to Danish rate (0.4%) 0.4%<br />
Non-deductible costs/(tax-exempt income) (0.4%) 2.8%<br />
Current year's non-capitalised tax losses 0.6% 0.3%<br />
Utilisation of non-capitalised tax losses (0.1%) (0.4%)<br />
Other adjustments including adjustments relating to prior years 1.5% 0.5%<br />
Effective tax rate 26.2% 28.6%<br />
Tax on other comprehensive income<br />
Tax on foreign exchange differences 6 (33)<br />
Tax on actuarial adjustments relating to pension obligations 1 (1)<br />
Tax on value adjustments relating to currency hedging instruments (11) (3)<br />
Tax on value adjustments of interest hedging instruments 3 (1)<br />
Total tax on other comprehensive income (1) (38)<br />
14 Earnings per share<br />
Profit for the year 516 458<br />
Profit attributable to non-controlling interests 16 14<br />
Profit attributable to the <strong>Falck</strong> Group 500 444<br />
Average number of shares 92,786,800 92,786,800<br />
Average number of treasury shares 51,559 268,079<br />
Average number of outstanding shares 92,735,241 92,518,721<br />
Average dilutive effect of outstanding warrants 2,284,057 3,553,820<br />
Diluted average number of outstanding shares 95,019,298 96,072,541<br />
Earnings per share (EPS) of DKK 0.50 5.4 4.8<br />
Diluted earnings per share (DEPS) of DKK 0.50 5.3 4.6
Notes to the Group financial statements<br />
Note DKK million<br />
15 Intangible assets<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 67<br />
Intangible<br />
assets Other<br />
from intangible<br />
<strong>2011</strong> Goodwill acquisitions assets Total<br />
Cost at 1 January <strong>2011</strong> 4,711 336 170 5,217<br />
Foreign exchange differences 61 15 - 76<br />
Additions on acquisitions 746 166 9 921<br />
Transfer to assets held for sale (82) (16) - (98)<br />
Additions - - 42 42<br />
Revaluation of put options and earn-outs (56) - - (56)<br />
Disposals and reclassification - - (6) (6)<br />
Adjustments to prior-year acquisitions (78) (36) - (114)<br />
Cost at 31 December <strong>2011</strong> 5,302 465 215 5,982<br />
Amortisation and impairment at 1 January <strong>2011</strong> - (75) (73) (148)<br />
Foreign exchange differences - (2) - (2)<br />
Transfer to assets held for sale 82 16 - 98<br />
Disposals and reclassification - - 9 9<br />
Amortisation - (56) (29) (85)<br />
Impairment (82) (3) - (85)<br />
Amortisation and impairment at 31 December <strong>2011</strong> - (120) (93) (213)<br />
Carrying amount at 31 December <strong>2011</strong> 5,302 345 122 5,769<br />
Intangible<br />
assets Other<br />
from intangible<br />
2010 Goodwill acquisitions assets Total<br />
Cost at 1 January 2010 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 2010 4,711 336 170 5,217<br />
Amortisation and impairment at 1 January 2010 - (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 2010 - (75) (73) (148)<br />
Carrying amount at 31 December 2010 4,711 261 97 5,069<br />
Intangible assets from acquisitions primarily relate to customer contracts and other customer relations. The acquisitions were primarily<br />
made to achieve 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.
68 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
15 Intangible assets (continued)<br />
Impairment tests of goodwill<br />
Goodwill is tested for impairment at least once a year, and more frequently if there are indications of impairment. In impairment tests,<br />
the discounted value of the future net cash flows of each of the cash-generating units (value in use) are compared with their carrying<br />
amounts.<br />
<strong>2011</strong> 2010<br />
Goodwill is related to the following business areas:<br />
Emergency 1,537 956<br />
Assistance 1,964 1,948<br />
Healthcare 811 761<br />
Training 990 1,046<br />
Total goodwill 5,302 4,711<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 2012 and the Group’s strategic plan for the period until 2015. Moreover,<br />
growth during the terminal period has been estimated at 2-3% (2010: 3.0%).<br />
The key parameters for the impairment test are performance in terms of revenue and the EBITA margin. As capital tied up in net operating<br />
assets is generally low in the Group, this parameter does not have any material impact on the impairment test.<br />
The Emergency activities primarily consist of ambulance services, including transportation of patients, and of fire fighting for public- and<br />
private-sector customers, and they do not fluctuate materially from year to year. Emergency also includes training and consulting activities<br />
for private-sector companies in several countries. The discount rate for Emergency has been set at 8% (2010: 8%).<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% (2010: 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% (2010: 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% (2010: 9%).<br />
Training activities primarily consist of rescue and safety courses and other safety services and is to a certain extent affected by the activity<br />
level in the oil industry. The discount rate has therefore been set at 9% (2010: 9%). The main assumptions in the strategic plan until<br />
2015 are the expected organic growth and that off-shore exploration activities will pick up pace.<br />
The impairment tests of goodwill did not result in any impairment.
Notes to the Group financial statements<br />
Note DKK million<br />
16 Propertry, plant and equipment<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 69<br />
Fixtures,<br />
Leasehold fittings,<br />
Land and improve- tools and<br />
<strong>2011</strong> buildings ments equipment Total<br />
Cost at 1 January <strong>2011</strong> 858 91 1,174 2,123<br />
Foreign exchange differences (4) (15) (19)<br />
Additions on acquisitions 1 5 107 113<br />
Transfer to assets held for sale - - (45) (45)<br />
Additions 45 13 263 321<br />
Disposals and reclassification 2 (7) (253) (258)<br />
Cost at 31 December <strong>2011</strong> 902 102 1,231 2,235<br />
Depreciation and impairment at 1 January <strong>2011</strong> (146) (34) (379) (559)<br />
Foreign exchange differences (1) 1 5 5<br />
Transfer to assets held for sale - - 45 45<br />
Disposals and reclassification - 1 217 218<br />
Depreciation (33) (12) (245) (290)<br />
Impairment - - (29) (29)<br />
Depreciation and impairment at 31 December <strong>2011</strong> (180) (44) (386) (610)<br />
Carrying amount at 31 December <strong>2011</strong> 722 58 845 1,625<br />
of which assets under construction 16 - 26 42<br />
of which assets held under finance leases 18 - 12 30<br />
Fixtures,<br />
Leasehold fittings,<br />
Land and improve- tools and<br />
2010 buildings ments equipment Total<br />
Cost at 1 January 2010 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 2010 858 91 1,174 2,123<br />
Depreciation and impairment at 1 January 2010 (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 2010 (146) (34) (379) (559)<br />
Carrying amount at 31 December 2010 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
70 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2011</strong> 2010<br />
17 Investments in associates<br />
Cost at 1 January 22 2<br />
Additions on acquisitions - 20<br />
Adjustments to prior-year acquisitions (8) -<br />
Cost at 31 December 14 22<br />
Share of valuation adjustments at 1 January (4) (5)<br />
Share of profit after tax (1) -<br />
Disposals and reclassifications - 1<br />
Impairment and share of valuation adjustments at 31 December (5) (4)<br />
Carrying amount before offset in receivables at 31 December 9 18<br />
Companies with negative carrying amount offset in receivables 6 5<br />
Carrying amount at 31 December 15 23<br />
See "Legal entities" for a list of companies.<br />
Summary financial information about associates (100%):<br />
Revenue 46 19<br />
Profit for the year 1 3<br />
Total assets 320 283<br />
Total liabilities 320 275<br />
18 Inventories<br />
Goods for resale 60 60<br />
Total inventories 60 60<br />
Value of inventories recognised at net realisable value - -<br />
Write-downs during the year 1 3<br />
Reversal of write-downs during the year - -<br />
19 Trade receivables<br />
Total trade receivables 1,173 1,088<br />
Write-downs at 1 January 29 27<br />
Write-downs during the year 127 27<br />
Realised write-downs during the year (3) (25)<br />
Write-downs at 31 December 153 29<br />
The credit quality of receivables that are not overdue and have not been written down is assessed based on the Group's internal credit<br />
assessment procedures. They are generally deemed to be of a high quality with a low risk of losses as they are typically minor subscription<br />
receivables from individual customers, and a significant part of the receivables are from public authorities and other major customers.<br />
However write-downs of receivables increased in <strong>2011</strong> as a result of the acquisitions of Care Ambulance and Lifestar Response, as ambulance<br />
companies in the United States collect payment directly from the patient if the patient does not have health insurance or is covered<br />
by a public insurance scheme. This may be difficult, especially in the event of emergency responses.<br />
Write-downs are generally recognised in other external costs. However, write-downs of receivables from private customers in the United<br />
States are recognised in revenue when it is assumed in advance that they cannot be collected.<br />
Write-downs of receivables are based on individual assessments of customers' ability to pay. Moreover, general write-downs may be made<br />
based on experience and the age distribution of receivables from customers.
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 71<br />
Note DKK million <strong>2011</strong> 2010<br />
19 Trade receivables (continued)<br />
Breakdown by maturity:<br />
Not due 692 703<br />
Due within - 1 to 30 days 279 167<br />
Due within - 31 to 90 days 156 97<br />
Due within - more than 90 days 199 150<br />
1,326 1,117<br />
Provision for bad debts (153) (29)<br />
Total trade receivables 1,173 1,088<br />
Fair value of trade receivables 1,173 1,088<br />
20 Cash and securities<br />
Cash 885 439<br />
Securities 172 372<br />
Total cash and securities 1,057 811<br />
Breakdown of cash and securities:<br />
Cash 885 439<br />
Securities with maturities of less than 3 months 77 -<br />
Cash and securities as per cash flow statement 962 439<br />
Securities subject to regulations on solvency requirements 95 66<br />
Available-for-sale securities - 306<br />
Total cash and securities 1,057 811<br />
DKK 95 million (2010: DKK 66 million) of the Group’s cash and securities is held in a Swedish subsidiary which is subject to Swedish insurance<br />
regulations and which is therefore 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 obligations. No changes have been<br />
made to the Group's management of capital as compared with 2010.<br />
A capital increase of DKK 1 million was made in 2009. There have been no other changes to the share capital during the past five years.<br />
The share capital is divided into 92,786,800 shares (2010: 92,786,800 shares) with a nominal value of DKK 0.50 each. The shares are<br />
fully paid up and are not divided into classes.<br />
Number of shares Nominal value (DKK thousand) % of share capital<br />
Treasury shares <strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Treasury shares at 1 January - 258,219 - 129 - 0.29<br />
Additions 76,191 95,238 38 48 0.08 0.10<br />
Disposals - (353,457) - (177) - (0.39)<br />
Treasury shares at 31 December 76,191 - 38 - 0 -<br />
All treasury shares are owned by <strong>Falck</strong> Danmark A/S and have been bought back from former employees.<br />
The purchase price of treasury shares acquired during the financial year was DKK 6 million (2010: DKK 6 million).<br />
The sales price of treasury shares sold during the financial year was DKK 0 million (2010: DKK 30 million).
72 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2011</strong> 2010<br />
21 Equity, treasury shares and dividends (continued)<br />
Warrants<br />
At an extraordinary general meeting held on 25 February <strong>2011</strong>, the Board of Directors was<br />
authorised to establish a new warrant programme. At a meeting of the Board of Directors held<br />
on 15 March <strong>2011</strong>, the Board passed a resolution to establish a new warrant programme for the<br />
Executive Management Board. The new warrant programme comprises 4,443,120 warrants.<br />
Each warrant entitles the holder to subscribe for one share with a nominal value of DKK 0.50 at<br />
DKK 125 per share on 30 December 2015. The warrants issued were acquired at market price,<br />
equivalent to DKK 11 million, and no conditions were attached to the acquisition.<br />
The warrant programme was transferred to <strong>Falck</strong> Holding A/S in connection with the acquisition<br />
of <strong>Falck</strong> A/S by <strong>Falck</strong> Holding A/S, and was subsequently cancelled at an extraordinary<br />
general meeting of <strong>Falck</strong> A/S.<br />
Warrant programme<br />
Number of warrants at 1 January 4,443,120 -<br />
Buy back of own warrants - 4,443,120<br />
Cancellation of own warrants (4,443,120) -<br />
Grant of new warrants 4,443,120 -<br />
Cancellation of new 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 (2010: 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 Group has a defined-benefit plan in Sweden which is partially covered by an external pension company. It is not possible for the pension<br />
company to make an actuarial calculation of the pension obligation. As a result, the plan is accounted for as a defined-contribution plan.<br />
The defined-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>2011</strong> 2010<br />
DEFINED-BENEFIT PLANS<br />
Costs in current financial year - 2<br />
One-off effects of transition to defined-contribution plan - (20)<br />
Interest expenses related to pension obligations 1 1<br />
Expected return on plan assets (1) (1)<br />
Recognised pension cost - (18)<br />
Breakdown of provision for the Group's obligations:<br />
Present value of pension obligations 30 24<br />
Fair value of plan assets (28) (26)<br />
Total pension provisions 2 (2)<br />
Recognised in the balance sheet as follows:<br />
Pension assets - 2<br />
Provision for pensions (2) -<br />
Total (2) 2<br />
The pension assets are included in other receivables.
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 73<br />
Note DKK million <strong>2011</strong> 2010<br />
22 Pension obligations (continued)<br />
Breakdown of movements in present value of pension provisions:<br />
Pension provisions at 1 January 24 75<br />
Foreign exchange differences 2 4<br />
Cost in respect of current financial year - 2<br />
Changes in actuarial estimates 4 (37)<br />
One-off effects of transition to defined-contribution plan - (20)<br />
Calculated interest 1 1<br />
Paid out during the period (1) (1)<br />
Pension provisions at 31 December 30 24<br />
Expected contributions for next year - -<br />
Movements in fair value of plan assets<br />
Plan assets at 1 January 26 56<br />
Foreign exchange differences 1 3<br />
Expected return on plan assets 1 1<br />
Employer's contributions to plan during the period - 2<br />
Changes in actuarial estimates 1 (35)<br />
Paid out during the period (1) (1)<br />
Total plan assets at 31 December 28 26<br />
Actual return on plan assets (1) (1)<br />
Total actuarial gains recognised in the statement of comprehensive income 3 2<br />
Total accumulated actuarial gains recognised in the statement of comprehensive income (7) (7)<br />
Breakdown of plan assets:<br />
Shares 2 4<br />
Bonds 21 16<br />
Property etc. 4 4<br />
Other 1 2<br />
Total plan assets 28 26<br />
The defined-contribution plans are paid and recognised as incurred, and the Group has no<br />
obligations to the employees thereafter.<br />
The calculation of the obligation is based on the following assumptions:<br />
Norway<br />
Salary increases 3.8% 4.0%<br />
Expected return on plan assets 4.8% 5.0%<br />
Discount rate 3.3% 3.6%<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.
74 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
22 Pension obligations (continued)<br />
Breakdown of the Group's pension obligations for the current and the preceding four years:<br />
<strong>2011</strong> 2010 2009 2008 2007<br />
Actuarial pension obligations (30) (24) (75) (72) (70)<br />
Plan assets 28 26 56 49 53<br />
(Under funding)/over funding (2) 2 (19) (23) (17)<br />
Experience-based change to obligations 5 (1) (9) (2) (5)<br />
Experience-based change to plan assets (1) 0 (3) (3) 0<br />
23 Other employee obligations<br />
<strong>2011</strong> 2010<br />
Employee obligations at 1 January 32 36<br />
Adjustment in respect of current financial year 1 1<br />
Paid out during the period (4) (5)<br />
Employee obligations at 31 December 29 32<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 205 93<br />
Foreign exchange differences - (1)<br />
Additions on acquisitions 18 73<br />
Change in deferred tax for the year (32) 39<br />
Change in deferred tax for prior years 15 1<br />
Deferred tax provisions at 31 December 206 205<br />
Deferred tax assets (78) (75)<br />
Deferred tax provision 284 280<br />
Deferred tax provisions at 31 December 206 205<br />
Breakdown of deferred tax:<br />
Intangible assets 115 115<br />
Property, plant and equipment 92 111<br />
Current assets 6 13<br />
Non-current debt and provisions (14) (17)<br />
Current debt 31 12<br />
Tax losses carried forward (37) (36)<br />
Foreign exchange differences recognised in equity 13 7<br />
Deferred tax provisions at 31 December 206 205<br />
Tax losses carried forward and not included in deferred tax assets amount to DKK 33 million (2010: DKK 35 million).<br />
Deferred tax assets are recognised on the basis of expected future earnings.<br />
The Group does not have a material liability for withholding taxes in connection with potential dividend payments from subsidiaries.
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 75<br />
Note DKK million <strong>2011</strong> 2010<br />
25 Provisions for acquisitions of operations and non-controlling interests<br />
Provisions for acquisitions of non-controlling interests 516 311<br />
Outstanding consideration and earn-outs 39 146<br />
Provisions at 31 December 555 457<br />
Non-current provisions:<br />
Provisions for acquisitions of non-controlling interests 493 311<br />
Outstanding consideration and earn-outs 19 77<br />
Total 512 388<br />
Current provisions:<br />
Provisions for acquisitions of non-controlling interests 23 -<br />
Outstanding consideration and earn-outs 20 69<br />
Total 43 69<br />
Total provisions 555 457<br />
Provisions for acquisitions of non-controlling interests<br />
Provisions at 1 January 311 227<br />
Foreign exchange differences 24 28<br />
Additions on acquisitions 258 103<br />
Additions on divestments of non-controlling interests 1 41<br />
Reclassification to provisions relating to assets held for sale (17) -<br />
Disposals on acquisitions of non-controlling interests (2) (49)<br />
Interest element on discounted liabilities 5 12<br />
Dividends paid (3) (16)<br />
Adjustment relating to prior-year acquisitions (47)<br />
Revaluation recognised in goodwill (58) (30)<br />
Revaluation and interests recognised in equity 44 (5)<br />
Provisions for acquisitions of non-controlling interests at 31 December 516 311<br />
Classification of provisions for acquisitions of non-controlling interests by expected maturity:<br />
Within 1 year 23 -<br />
Between 1 and 3 years 374 156<br />
More than 5 years 119 155<br />
Provisions for acquisitions of non-controlling interests at 31 December 516 311<br />
Outstanding consideration and earn-outs<br />
Provisions at 1 January 146 59<br />
Adjustment relating to prior-year acquisitions (40) -<br />
Additions on acquisitions 19 134<br />
Reclassification to provisions relating to assets held for sale (35) -<br />
Payments during the year (51) (47)<br />
Outstanding consideration and earn-outs at 31 December 39 146<br />
Classification of outstanding consideration and earn-outs by expected maturity:<br />
Within 1 year 20 69<br />
Between 1 and 5 years 19 77<br />
More than 5 years - -<br />
Outstanding consideration and earn-outs at 31 December 39 146
76 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
25 Provisions for acquisitions of operations and non-controlling interests (continued)<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.<br />
The consideration for obligations and rights to acquire non-controlling interests is determined on the basis of profit before exercise multiplied<br />
by an already agreed multiple less net debt in the relevant companies. On recognition in the balance sheet, this value is made up at<br />
fair value on the basis of earnings and net debt at the time when the non-controlling interests are expected to exercise their right to sell<br />
their shares to <strong>Falck</strong>. The calculated fair value assumes an increase in earnings and a decrease in net debt in the relevant companies as<br />
compared with the value recognised in the financial statements.<br />
26 Other provisions<br />
<strong>2011</strong> 2010<br />
Provisions at 1 January 54 13<br />
Additions on acquisitions 15 43<br />
Provisions used during the year (22) (2)<br />
Reversed provisions (1) -<br />
Reversed provisions relating to assets held for sale (23) -<br />
Other provisions at 31 December 23 54<br />
Classification of provisions by expected maturity:<br />
Within 1 year 12 20<br />
Between 1 and 5 years 3 25<br />
More than 5 years 8 9<br />
Other provisions at 31 December 23 54<br />
Other provisions concern pending litigation, 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 48 13<br />
Long-term loans 4,185 3,146<br />
Total 4,233 3,159<br />
Current liabilities:<br />
Assets held under finance leases 23 5<br />
Short-term loans 60 596<br />
Total 83 601<br />
Total credit institutions 4,316 3,760<br />
Of total long-term loans, mortgage loans represent DKK 377 million (2010: DKK 385 million)<br />
Breakdown by maturity:<br />
Due within 1 year 83 601<br />
Due between 1 and 5 years 1,480 2,769<br />
Due after 5 years 2,753 390<br />
Total 4,316 3,760
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 77<br />
Note DKK million <strong>2011</strong> 2010<br />
27 Credit institutions (continued)<br />
Breakdown by currency:<br />
DKK 2,161 2,554<br />
EUR 1,492 886<br />
NOK 19 6<br />
USD 604 283<br />
SEK 10 18<br />
BRL 2 13<br />
Other 28 -<br />
Total 4,316 3,760<br />
Interest reset periods:<br />
Within 3 months 3,939 3,375<br />
After 12 months 377 385<br />
Total 4,316 3,760<br />
The statements set out above do not include liabilities relating to interest for subsequent financial periods. See note 35 for a description<br />
of the Group's risks and cash resources.<br />
The effective interest rate has been determined at 4.3% (2010: 3.4%).<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 3.4% (2010: 1.8%).<br />
As at the balance sheet date, the interest rate in EUR was fixed for one month and averaged approximately 3.5% (2010: 1.0%) during the<br />
financial year. As at the balance sheet date, the interest rate in USD was fixed for one month and averaged approximately 2.6% (2010:<br />
0.7%) during the financial year.<br />
For debt with an interest reset period beyond 12 months (in DKK) the effective interest rate is currently approximately 4.5% (2010: 4.5%).<br />
The market value of debt with an interest reset period within 3 months is approximately DKK 3,941 million (2010: DKK 3,378 million),<br />
and the market value of debt with an interest reset period beyond 12 months is approximately DKK 415 million (2010: DKK 411 million).<br />
DKK 38 million (2010: DKK 26 million) of capitalised loan costs has been deducted from the carrying amount of debt.<br />
The Group is funded by a general syndicated loan with loan terms requiring that certain financial performance indicators are met. All<br />
loan terms were met in <strong>2011</strong>.<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>2011</strong> payments Interest payments<br />
Due within 1 year 23 3 26<br />
Due between 1 and 5 years 38 2 40<br />
Due after 5 years 9 - 9<br />
Total as at 31 December <strong>2011</strong> 70 5 75<br />
Present value Minimum<br />
of lease lease<br />
2010 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 2010 18 2 20
78 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2011</strong> 2010<br />
28 Other payables<br />
Holiday pay, wages, etc. 609 552<br />
Employee income taxes, etc. 80 62<br />
VAT 118 77<br />
Accrued interest 1 1<br />
Other 65 111<br />
Total other payables 873 803<br />
29 Deferred income<br />
Subscription commitments 1,036 1,013<br />
Other deferred income 295 281<br />
Total deferred income 1,331 1,294<br />
30 Net financials<br />
Financial income and expenses (272) (122)<br />
Of which unrealised gains and losses (3) (7)<br />
Interest element, discounted liabilities 5 12<br />
Change in amortised borrowing costs (10) (24)<br />
Repayment of interest rate swaps offset against loan proceeds 51 -<br />
Change in interest payable (1) (2)<br />
Total net financials (230) (143)<br />
31 Investments in subsidiaries, non-controlling interests and operations<br />
Lifestar EMI Other <strong>2011</strong> 2010<br />
Assets<br />
Intangible assets (3) (6) - (9) (1)<br />
Property, plant and equipment (63) (28) (22) (113) (65)<br />
Cash and cash equivalents (4) (236) (17) (257) (96)<br />
Other current assets (100) (58) (25) (183) (256)<br />
Equity and liabilities<br />
Interest-bearing debt 70 134 9 213 43<br />
Current debt, provisions, etc. 60 120 24 204 216<br />
Non-controlling interests - - 4 4 2<br />
Net assets acquired (40) (74) (27) (141) (157)<br />
Goodwill (111) (514) (121) (746) (575)<br />
Intangible assets (82) (54) (30) (166) (197)<br />
Deferred tax on intangible assets 31 18 7 56 71<br />
Value in excess of/below fair value relating to acquisitions<br />
of non-controlling interests - - - - 5<br />
Provisions for acquisitions of non-controlling interests,<br />
used during the year - - 2 2 (49)<br />
Provisions for acquisitions of non-controlling interests,<br />
addition during the year 16 243 - 259 103<br />
Purchase price (186) (381) (169) (736) (799)<br />
Adjustment for cash and cash equivalents acquired 4 236 16 256 96<br />
Outstanding consideration - 13 6 19 43<br />
Effect of hedging the consideration denominated in<br />
foreign currency (12) - - (12) 31<br />
Consideration relating to prior-year acquisitions - - (50) (50) (19)<br />
Cash consideration for acquisitions of Group companies (194) (132) (197) (523) (648)<br />
Costs from business combinations, expensed 33 23
Notes to the Group financial statements<br />
Note DKK million<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 79<br />
31 Investments in subsidiaries, non-controlling interests and operations (continued)<br />
Other than customer contracts and customer relations with a value of DKK 166 million (2010: DKK 197 million), no assets or liabilities<br />
have been identified which were not recognised in the companies acquired on the date of acquisition.<br />
Business combinations can be adjusted up to 12 months after the acquisition.<br />
Adjustment of goodwill and other intangible assets acquired in <strong>2011</strong> relating to business combinations closed in 2010 amounted to DKK<br />
97 million (2010: DKK 6 million)<br />
Acquired assets include receivables from sales at a fair value of DKK 125 million. The contractual gross receivable is DKK 172 million, of<br />
which DKK 47 million was deemed to be unrecoverable as of the date of takeover.<br />
The following acquisitions were made during the financial year. All acquisitions have been recognised applying the acquisition<br />
method.<br />
Percentage<br />
Considera- of voting<br />
Main Month of Purchase tion rights<br />
Acquisitions <strong>2011</strong> activity Country acquisition price paid in acquired<br />
Lifestar Response Emergency USA Jan. 186 Cash 100%<br />
Starowka Healthcare Poland Mar. 27 Cash 75%<br />
Grupo EMI Emergency South America Mar. 381 Cash 63%<br />
HealthCare Danmark Healthcare Denmark May 27 Cash 100%<br />
Servicio Emergencias Regional (SER) Emergency Colombia Aug. 65 Cash 100%<br />
Others 50 Cash<br />
Total acquisitions <strong>2011</strong> 736<br />
Profit of acquired companies after date of acquisition 30<br />
Full-year revenue including acquisitions 10,376<br />
Full-year profit including acquisitions 522<br />
Lifestar Response is a US-based ambulance company which mainly provides non-emergency transport in a number of states on the US<br />
East Coast. The acquisition of Lifestar Response gives <strong>Falck</strong> a further presence in the United States, where Lifestar Response is one of the<br />
largest providers in the region. It is expected that the US market has substantial growth potential based on the demographic changes in<br />
the country. Part of the purchase price has been allocated to existing customer contracts and the rest to goodwill, which represents the<br />
expected value of the future growth potential and expected synergies.<br />
Starowka operates four medical clinics in the Warsaw area in Poland. The clinics provide both public and private healthcare services.<br />
The acquisition of Starowka represents a geographic expansion of the business area in Poland. The purchase price has primarily been allocated<br />
to goodwill, which represents the value of the expected future growth potential and expected synergies.<br />
Grupo EMI is a group of South American ambulance and medical service companies headquartered in Colombia. EMI offers a range of<br />
rescue services and products in six countries in the region and operates more than 250 ambulances and an extensive network of family<br />
doctors and clinics. <strong>Falck</strong> intends to use EMI's strong presence in the region as a platform for future expansion on the South American<br />
continent. Part of the purchase price has been allocated to the customer portfolio and goodwill in the form of the company's expected<br />
growth and expansion in the region.<br />
HealthCare Danmark is a private provider of healthcare solutions that manages healthcare schemes for employees in public-sector and<br />
private-sector companies. Employees are treated and receive advice by interdisciplinary teams of physiotherapists, nurses, ergotherapists,<br />
massage therapists and zone therapists. The acquisition of HealthCare Danmark strengthens <strong>Falck</strong>'s healthcare business, which can<br />
now, to an even greater extent, develop and roll out private healthcare services with a focus on prevention. The purchase price has been<br />
allocated to the existing customer portfolio and goodwill in the form of expected growth and operating and business synergies.<br />
Servicio Emergencias Regional (SER) is a Colombian-based ambulance company which provides subscription-based services with an<br />
owned fleet of ambulances and other vehicles in three major cities in Colombia and also has a network of doctors. The acquisition of SER<br />
strengthens the presence in Colombia and, together with the acquisition of EMI earlier in the year, it enables <strong>Falck</strong> to provide the best<br />
possible emergency assistance and doctor's assistance to people in that part of the country. Part of the purchase price has been allocated<br />
to the customer portfolio and the rest to goodwill in the form of the company's expected growth and synergies.
80 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</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 />
Percentage<br />
Considera- of voting<br />
Main Month of Purchase tion rights<br />
Acquisitions 2010 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 Netherlands Apr. 20 Cash 20%<br />
Other acquisitions 28 Cash<br />
Total acquisitions 2010 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 />
Percentage<br />
Considera- of voting<br />
Main Month of Purchase tion rights<br />
Acquisitions 2012 activity Country acquisition price paid in acquired<br />
VL Emergency Spain Mar. 108 Cash 75%<br />
Total acquisitions 2012 108<br />
<strong>Falck</strong> acquired 75% of the shares of VL in February 2012<br />
VL Transport Sanitari and Grup VL Serveis Sanitaris (VL) are Spanish ambulance companies which operate 70 ambulances for emergency<br />
as well as non-emergency transportation of patients in Catalonia, Spain. <strong>Falck</strong> intends to use the acquisition of VL as a platform for further<br />
expansion in the field of ambulance services on the Spanish market.<br />
It has not yet been possible to complete the purchase price allocation due to the date of acquisition.<br />
32 Dividends paid to non-controlling interests<br />
<strong>2011</strong> 2010<br />
Dividend to non-controlling interests recognised in equity (16) (13)<br />
Dividend to non-controlling interests recognised in provisions for acquisitions of<br />
non-controlling interests (3) (16)<br />
Total dividends paid to non-controlling interests (19) (29)<br />
33 Other movements relating to shareholders<br />
Acquisition of treasury shares (6) (6)<br />
Disposal of treasury shares - 30<br />
Issuance of warrants 11 -<br />
Buy back of warrants - (307)<br />
Total other movements relating to shareholders 5 (283)
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 81<br />
Note DKK million <strong>2011</strong> 2010<br />
34 Contingent liabilities, contractual obligations and collateral security<br />
Contingent liabilities<br />
Total guarantee commitments 9 11<br />
The <strong>Falck</strong> Group is a party to certain litigation and claims. Management believes that rulings in<br />
this 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<br />
jointly 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 (2010: DKK 249 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.<br />
In connection with the divestment of companies and operations, usual representations and<br />
warranties are made. There are currently no outstanding claims which are not sufficiently<br />
recognised in the balance sheet.<br />
Contractual obligations<br />
Minimum lease payments for operating lease commitments:<br />
Due within 1 year 291 262<br />
Due between 1 and 5 years 693 674<br />
Due after 5 years 872 799<br />
Operating lease commitments at 31 December 1,856 1,735<br />
Net present value of lease commitments 1,486 1,444<br />
The present value has been calculated on the basis of current market interest rates in the<br />
individual countries.<br />
Lease payments recognised in the income statement 348 275<br />
The operating lease commitments concern leases for vehicles and buildings. The lease period<br />
for cars is typically between 4 and 9 years. The lease period for buildings is typically up to 20<br />
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. At the end of the year, <strong>Falck</strong> had notified<br />
the owner that it wanted to exercise such a right of first refusal in 2012. The value of the acquisition<br />
of the property is DKK 68 million.<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 507 512<br />
Carrying amount of the Group's operating equipment that has been provided as collateral for loans. 11 19<br />
Bearer mortgages issued and used as collateral for credits 380 385<br />
Unused bearer mortgages 15 15<br />
See the note on liquidity risks for the conditions applicable to mortgaged assets.
82 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
35 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 actively speculate in financial risks. Accordingly, the Group’s financial management exclusively involves the management<br />
and mitigation of financial risks that arise as a direct consequence of the Group’s operations, investments and financing.<br />
The Group's risk exposure is subject to continuous changes as a result of inflation risk in emerging markets, foreign exchange risk and<br />
interest rate risk. The Group monitors these risks in an ongoing process and hedges them, if necessary. The Group's risk exposure and<br />
risk management is adapted to the expanded activities in North America and the new activities in South America. <strong>Falck</strong>'s presence in the<br />
US ambulance market has increased the Group's credit risk. See description below. Other than as described above, there are no material<br />
changes in the Group's risk management as compared to 2010.<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<br />
Group’s foreign exchange risks in respect of the translation risk for investments in subsidiaries. See the section below regarding hedging.<br />
53% of the Group’s revenue and earnings is denominated in Danish kroner (DKK) (2010: 63%). Other currencies that account for more<br />
than 5% of revenue or earnings are United States dollars (USD), 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 />
The hypothetical impact on the profit for the<br />
year and the Group's equity from reasonably Probable change Hypothetical impact on Hypothetical impact<br />
probable changes in exchange rates: in exchange rate profit for the year on equity<br />
EUR/DKK 1% 15 15<br />
USD/DKK 10% - 52<br />
BRL/DKK 10% - -<br />
PLN/DKK 10% - 10<br />
NOK/DKK 5% - 15<br />
GBP/DKK 5% - 8<br />
SEK/DKK 5% - 14<br />
The hypothetical impact on the profit for the<br />
year and the Group's equity from reasonably Probable change Hypothetical impact on Hypothetical impact<br />
probable changes in exchange rates: in exchange rate profit for the year on equity<br />
EUR/DKK 1% 9 9<br />
USD/DKK 10% - -<br />
BRL/DKK 10% - 6<br />
PLN/DKK 10% - 6<br />
NOK/DKK 5% - 3<br />
GBP/DKK 5% - 4<br />
SEK/DKK 5% - 14<br />
Assumptions regarding sensitivity information:<br />
The sensitivities related to financial instruments have been determined on the basis of the financial instruments recognised at 31<br />
December. The sensitivities stated have been determined on the basis of an assumption that sales, price level and interest rate level are<br />
unchanged. The foreign exchange risk stated above thus does not take into account the translation risk on the translation into DKK of<br />
the profit and equity of foreign subsidiaries.<br />
<strong>2011</strong><br />
2010
Notes to the Group financial statements<br />
Note DKK million<br />
35 Financial instruments (continued)<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 83<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 the Board of Directors have decided to swap 77% of the overall financing to a fixed three-year rate<br />
of interest via interest rate swaps. The rest of the overall financing is based on short-term interest rates. The interest rate exposure is<br />
hedged by interest rate swaps during the hedging period to the effect that interest rates on part of the debt that is denominated in DKK<br />
cannot exceed 1.40%, for debt denominated in EUR, interest rates cannot exceed 1.17%, and for debt denominated in USD, interest rates<br />
cannot exceed 0.55%. The remaining part of the syndicated financing is to be based on short-term interest rates. The Group is therefore<br />
sensitive to fluctuations in market interest rates, and a fluctuation by 1% would change the Group’s interest expense by DKK 11 million<br />
(2010: DKK 13 million) as a large part of the interest rate risk is hedged by interest rate swaps. Without these hedges, a fluctuation by 1%<br />
would change the Group's interest expense by DKK 40 million (2010: DKK 34 million).<br />
The Group monitors developments in market interest rates closely so that it can react if the market situation changes.<br />
Assumptions regarding sensitivity information:<br />
The sensitivity stated has been determined based on the recognised financial assets and liabilities as at 31 December <strong>2011</strong>. No adjustment<br />
has been made for servicing and raising of debt or the like in <strong>2011</strong>. Furthermore, it is assumed that all hedges of floating-rate loans<br />
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<br />
contracts, the Group makes a credit assessment of the customer in order to reduce the potential credit risk. The Group’s credit<br />
exposure to large customers is generally considered low as the Group’s large customers are mainly public authorities. However, writedowns<br />
of receivables increased in <strong>2011</strong> as a result of the acquisitions of Care Ambulance and Lifestar Response, as ambulance companies<br />
in the United States collect payment directly from the patient if the patient does not have health insurance or is covered by a public<br />
insurance scheme. This may be difficult, especially in the event of emergency responses.<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.<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<br />
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>2011</strong>, the Group’s unused credit and other facilities were in the region of DKK 960 million (2010: DKK 720 million).<br />
With the addition of available cash and cash equivalents of DKK 962 million (2010: DKK 745 million), total cash resources were in the<br />
region of DKK 1,922 million (2010: DKK 1,465 million).<br />
Certain of the Group’s loans are subject to certain loan covenants, and the Group continuously monitors whether the covenants are<br />
observed.<br />
Derivative financial instruments recognised in the balance sheet are stated at a value equivalent to the market value.
84 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
35 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>2011</strong> year years years years flows amount value<br />
Financial assets:<br />
Trade receivables 1,173 - - - 1,173 1,173 1,173<br />
Receivables from associates 55 - - - 55 55 55<br />
Other receivables 210 - - - 210 210 210<br />
Cash and cash equivalents 885 - - - 885 885 885<br />
Loans and receivables 2,323 - - - 2,323 2,323 2,323<br />
Securities 172 - - - 172 172 172<br />
Available-for-sale financial assets 172 - - - 172 172 172<br />
Total financial assets 2,495 - - - 2,495 2,495 2,495<br />
Financial liabilities:<br />
Credit institutions 331 910 1,067 2,975 5,283 4,316 4,356<br />
Provisions for acquisitions of operations<br />
and non-controlling interests 43 65 575 190 873 555 555<br />
Trade payables 607 - - - 607 607 607<br />
Payables to Group companies 9 - - - 9 9 9<br />
Other payables 855 - - - 855 855 855<br />
Financial liabilities measured at<br />
amortised cost 1,845 975 1,642 3,165 7,627 6,342 6,348<br />
Derivative financial instruments to<br />
hedge future cash flows - 21 - - 21 21 21<br />
Derivative financial instruments to<br />
hedge net investments in foreign enterprises 18 - - - 18 18 18<br />
Financial liabilities used as<br />
hedging instruments 18 21 - - 39 39 39<br />
Total financial liabilities 1,863 996 1,642 3,165 7,666 6,381 6,387
Notes to the Group financial statements<br />
Note DKK million<br />
35 Financial instruments (continued)<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 85<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 2010 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<br />
hedge net investments in foreign enterprises 5 - - - 5 5 5<br />
Financial assets used as hedging instruments 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 />
Provisions 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 at<br />
amortised cost 2,072 2,985 206 679 5,942 5,531 5,560<br />
Derivative financial instruments to<br />
hedge future cash flows 32 25 - - 57 64 64<br />
Derivative financial instruments to<br />
hedge net investments in foreign enterprises 6 - - - 6 6 6<br />
Financial liabilities used as hedging instruments 38 25 - - 63 70 70<br />
Total financial liabilities 2,110 3,010 206 679 6,005 5,601 5,630
86 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million<br />
35 Financial instruments (continued)<br />
Hedging and derivative financial instruments<br />
The Group uses forward exchange contracts to hedge its risks related to exchange rates.<br />
The fair value of the effective part of the outstanding foreign exchange contracts as at 31 December used as hedging instruments and<br />
qualifying for hedge accounting in respect of future transactions has been recognised directly in equity until the hedged transactions are<br />
recognised in the income statement.<br />
<strong>2011</strong> 2010<br />
Contract Market Contract Market<br />
Foreign currency sold/(bought) on forward contracts: value value value value<br />
BRL (expires in <strong>2011</strong>) - - (63) 3<br />
NOK (expires in 2012) 311 (3) 69 (2)<br />
GBP (expires in 2012) 161 (5) 76 2<br />
PLN (expires in 2012) 99 (1) 62 -<br />
SEK (expires in 2012) 288 (9) 289 (4)<br />
USD (expires in <strong>2011</strong>) - - (239) -<br />
Total 859 (18) 194 (1)<br />
Of which recognised in income statement - -<br />
For future recognition (18) (1)<br />
The market value is recognised in other receivables/other payables.<br />
All contracts expire in 2012, and as they hedge net investments<br />
abroad , they do not affect the income statement.<br />
<strong>2011</strong> 2010<br />
Contract Market Contract Market<br />
Interest rate collar/interest rate swap: value value value value<br />
DKK collar (floor 3.25% / cap 5.5%) repaid in <strong>2011</strong> - - 855 (30)<br />
EUR collar (floor 3.25% / cap 5.5%) repaid in <strong>2011</strong> - - 855 (34)<br />
DKK interest rate swap (fixed rate1.4%) expires in 2014 1,000 (18) - -<br />
USD interest rate swap (fixed rate 0.553%) expires in 2014 431 - - -<br />
EUR interest rate swap (fixed rate 1.17%) expires in 2014 1,487 (3) - -<br />
Total (21) (64)<br />
Of which recognised in income statement - -<br />
For future recognition (21) (64)<br />
The market value is recognised in other payables<br />
The DKK, EUR and USD interest rate swaps all expire in 2014 and are recognised in the income statement until expiry.
Notes to the Group financial statements<br />
Note DKK million<br />
35 Financial instruments (continued)<br />
Methods and assumptions for the determination of fair values<br />
The portfolio of listed securities is valued at officially quoted prices or price quotes.<br />
The fair value of mortgage debt is valued on the basis of the fair value of the underlying bonds.<br />
The fair value of credit institution is valued by discounting based on market expectations.<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 87<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 measured prices input input<br />
at fair value in the balance sheet (Level 1) (Level 2) (Level 3) Total<br />
Finacial assets<br />
Securities 172 - - 172<br />
Total financial assets 172 - - 172<br />
Financial liabilities<br />
Derivative financial instruments to hedge future cash flows - 21 - 21<br />
Derivative financial instruments to hedge net investments<br />
in foreign enterprises - 18 - 18<br />
Total financial liabilities - 39 - 39<br />
Quoted Non-<br />
market Observable observable<br />
Fair value hierarchy for financial instruments measured prices input input<br />
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 enterprises - 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 enterprises - 6 - 6<br />
Total financial liabilities - 70 - 70<br />
<strong>2011</strong><br />
2010
88 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Notes to the Group financial statements<br />
Note DKK million <strong>2011</strong> 2010<br />
36 Assets held for sale<br />
<strong>Falck</strong> has decided to sell its subsidiary that provides rescue services in Brazil as it has been decided<br />
to focus on the private and business market as a basis for growth in Brazil going forward. An<br />
impairment write-down to fair value less expected costs to sell has therefore been recognised<br />
in respect of the investment. The impairment charge has been recognised in the consolidated<br />
income statement under exceptional items.<br />
An agreement to sell the company was signed on 17 February 2012. The divestment will not<br />
affect profit for the 2012 financial year.<br />
Assets and liabilities relating to assets held for sale can be broken down into the following main<br />
groups.<br />
Receivables 92 -<br />
Other current assets 6 -<br />
Total assets held for sale 98 -<br />
Non-current liabilities 23 -<br />
Current liabilities 75 -<br />
Total liabilities relating to assets held for sale 98 -<br />
37 Related parties<br />
<strong>Falck</strong> A/S is subject to controlling influence by <strong>Falck</strong> Holding A/S, Polititorvet 1,<br />
DK-1567 Copenhagen V, Denmark, which holds 98.8% of the company's share capital.<br />
<strong>Falck</strong> A/S has registered the following shareholders who hold 5% or more of the share capital:<br />
<strong>Falck</strong> Holding A/S 98.8% 0.0%<br />
Lundbeckfond Invest A/S, Hellerup - 36.0%<br />
<strong>Falck</strong> L.P., Jersey - 43.9%<br />
ATP PEP 1 K/S, Copenhagen - 6.4%<br />
Liberatio A/S, Aarhus (owned by the members of the Executive Management Board) - 5.2%<br />
Trading with these related parties has been as follows:<br />
Costs invoiced to <strong>Falck</strong> L.P. 8 6<br />
Interest rate swaps 1 -<br />
The warrant programme was transferred to <strong>Falck</strong> Holding A/S in connection with the acquisition<br />
of <strong>Falck</strong> A/S by <strong>Falck</strong> Holding A/S and was subsequently cancelled at an extraordinary<br />
general meeting of <strong>Falck</strong> A/S.<br />
<strong>Falck</strong> A/S has hedged its interest rate risks through interest rate swaps with <strong>Falck</strong> Holding A/S,<br />
which has entered into corresponding interest rate swaps with banks.<br />
Management<br />
Related parties in <strong>Falck</strong> A/S with significant influence include the Executive Management Board<br />
and the Board of Directors and their close relatives. Related parties also comprise companies in<br />
which these individuals have material interests.<br />
Trading with Management was as follows:<br />
New warrant programme, Executive Management Board 11 -<br />
Buy back of own warrants, Executive Management Board - 307<br />
Sale of own shares, Board of Directors - 1<br />
Sale of own shares, Executive Management Board - 29<br />
The Group had no additional transactions with the members of the Executive Management Board,<br />
Board of Directors or other persons with significant influence other than the remuneration paid to<br />
the Management, stated in note 7. Warrants were bought back in 2010 at DKK 69.05 per warrant.
Notes to the Group financial statements<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 89<br />
Note DKK million <strong>2011</strong> 2010<br />
37 Related parties (continued)<br />
Associates<br />
The related parties of <strong>Falck</strong> A/S also include associates in which the company has significant<br />
influence. See note 17 and "Legal entities" for an overview of associates.<br />
Trading with associates was as follows:<br />
Sale of property, plant and equipment 28 -<br />
Purchase of services 23 38<br />
Lease costs 17 -<br />
Receivables from associates are stated in the balance sheet, and interest thereon was DKK 0 million in <strong>2011</strong>.<br />
Transactions with subsidiaries have been eliminated in the Group financial statements in accordance with the accounting policies.<br />
38 Events after the balance sheet date<br />
On 17 February, <strong>Falck</strong> signed an agreement on the divestment of Toesa Ltda. The divestment will not affect profit for 2012.<br />
On 9 February 2012, <strong>Falck</strong> signed an agreement to acquire 75% of the shares of VL Transport Sanitari and Grup VL Serveis Sanitaris for<br />
DKK 108 million. The companies operate ambulance services in Catalonia, Spain.
90 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Management review<br />
Contents of the parent<br />
company financial statements<br />
Financial statements<br />
Income statement 91<br />
Statement of comprehensive income 92<br />
Cash flow statement 93<br />
Balance sheet 94<br />
Equity statement 96<br />
Notes to the financial statements<br />
1. Accounting policies 97<br />
Notes to the income statement<br />
2. Other operating income 98<br />
3. Fees to auditors appointed at the annual<br />
general meeting 98<br />
4. Staff costs 98<br />
5. Exceptional items 99<br />
6. Financial income 99<br />
7. Financial expenses 99<br />
8. Income taxes 99<br />
Notes to the balance sheet<br />
9. Investments in subsidiaries 100<br />
10. Share capital and treasury shares 100<br />
11. Deferred tax 100<br />
12. Credit institutions 101<br />
13. Other payables 102<br />
Notes to the cash flow statement<br />
14. Net financials 102<br />
15. Other movements relating to shareholders 102<br />
Supplementary notes<br />
16. Contingent liabilities, contractual obligations<br />
and collateral security 102<br />
17. Financial instruments 103<br />
18. Related parties 106
Income statement for the year ended 31 December<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 91<br />
Note DKK million <strong>2011</strong> 2010<br />
2 Other operating income 6 7<br />
3 Other external costs (6) 2<br />
4 Staff costs (7) (13)<br />
Operating profit before exceptional items (7) (4)<br />
5 Exceptional items (5) (20)<br />
PROFIT/(LOSS) BEFORE FINANCIALS (12) (24)<br />
Dividends from Group companies 625 557<br />
6 Financial income 31 14<br />
7 Financial expenses (201) (96)<br />
PROFIT BEFORE TAX 443 451<br />
8 Income taxes 44 20<br />
PROFIT FOR THE YEAR 487 471<br />
PROPOSED PROFIT ALLOCATION<br />
Proposed dividend - -<br />
Retained earnings 487 471<br />
TOTAL 487 471<br />
DIVIDEND PER SHARE<br />
Dividend per share - -
92 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Parent Company<br />
Statement of comprehensive income for the year ended 31 December<br />
Note DKK million <strong>2011</strong> 2010<br />
Value adjustment of currency hedging instruments 51 -<br />
Value adjustment of interest hedging instruments - 2<br />
8 Tax on other comprehensive income (13) (1)<br />
Other comprehensive income after tax 38 1<br />
Profit for the year 487 471<br />
TOTAL COmPREHENSIVE INCOmE 525 472
Cash flow statement for the year ended 31 December<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 93<br />
Note DKK million <strong>2011</strong> 2010<br />
Total revenue 6 7<br />
Total costs (13) (11)<br />
Operating profit before exceptional items (7) (4)<br />
Changes in outstanding balances with Group companies - 42<br />
Exceptional items (5) (20)<br />
14 Net financials (120) (82)<br />
8 Income taxes paid (13) 30<br />
CASH FLOW FROm OPERATING ACTIVITIES (145) (34)<br />
Dividends received from Group companies 625 557<br />
15 Other movements relating to shareholders (296) 24<br />
Changes in interest-bearing outstanding balances with Group companies 472 (776)<br />
Interest-bearing debt raised 2,374 522<br />
Repayment of and change in interest-bearing debt (3,038) (286)<br />
CASH FLOW FROm FINANCING ACTIVITIES 137 41<br />
Change in cash (8) 7<br />
Cash at beginning of year 8 1<br />
CASH AT YEAR-END - 8
94 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Parent Company<br />
Balance sheet as at 31 December<br />
Note DKK million <strong>2011</strong> 2010<br />
Assets<br />
9 Investments in subsidiaries 3,249 3,249<br />
Receivables from Group companies 106 378<br />
TOTAL FINANCIAL ASSETS 3,355 3,627<br />
TOTAL NON-CURRENT ASSETS 3,355 3,627<br />
Receivables from Group companies 814 992<br />
Income taxes 11 -<br />
Cash - 8<br />
TOTAL CURRENT ASSETS 825 1,000<br />
TOTAL ASSETS 4,180 4,627
Balance sheet as at 31 December<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 95<br />
Note DKK million <strong>2011</strong> 2010<br />
Equity and liabilities<br />
10 Share capital 46 46<br />
Hedging reserve (10) (48)<br />
Retained earnings 1,645 1,454<br />
TOTAL EQUITY 1,681 1,452<br />
11 Deferred tax 21 30<br />
12 Credit institutions 2,401 2,721<br />
Payables to Group companies 56 34<br />
TOTAL NON-CURRENT DEBT 2,478 2,785<br />
12 Credit institutions 21 302<br />
Income taxes - 24<br />
13 Other payables - 64<br />
TOTAL CURRENT DEBT 21 390<br />
TOTAL EQUITY AND LIABILITIES 4,180 4,627
96 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Parent Company<br />
Equity statement<br />
Reserve for<br />
Share treasury Hedging Retained<br />
<strong>2011</strong> DKK million capital shares reserve earnings Total<br />
Equity at 1 January <strong>2011</strong> 46 - (48) 1,454 1,452<br />
Equity movements in <strong>2011</strong><br />
Settlement of interest hedging instruments 51 51<br />
Value adjustment of interest hedging instruments - -<br />
Tax on other comprehensive income (13) (13)<br />
Other comprehensive income - - 38 - 38<br />
Profit for the year 487 487<br />
Total comprehensive income - - 38 487 525<br />
Issuance of warrants 11 11<br />
Buy back of warrants from subsidiaries (307) (307)<br />
Total equity movements in <strong>2011</strong> - - 38 191 229<br />
EQUITY AT 31 DECEmBER <strong>2011</strong> 46 - (10) 1,645 1,681<br />
2010 DKK million<br />
Equity at 1 January 2010 46 (8) (49) 967 956<br />
Equity movements in 2010<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 />
Capital increase -<br />
Buy back of treasury shares (6) (6)<br />
Sale of treasury shares 14 16 30<br />
Total equity movements in 2010 - 8 1 487 496<br />
EQUITY AT 31 DECEmBER 2010 46 - (48) 1,454 1,452
Notes to the parent company financial statements<br />
Note<br />
1 Accounting policies<br />
The separate financial statements of <strong>Falck</strong> A/S (the parent<br />
company) have been incorporated into the annual report<br />
in compliance with the provisions of the Danish Financial<br />
Statements Act requiring separate parent company financial<br />
statements for companies having adopted IFRS.<br />
The parent company's financial statements are presented in<br />
accordance with International Financial <strong>Report</strong>ing Standards<br />
(IFRS) as adopted by the EU and additional Danish disclosure<br />
requirements for annual reports for accounting class C large,<br />
cf. the IFRS Order issued pursuant to the Danish Companies<br />
Act. The annual report also complies with the International<br />
Financial <strong>Report</strong>ing Standards as issued by the IASB.<br />
ImPLEmENTATION OF NEW<br />
FINANCIAL REPORTING STANDARDS<br />
See note 1 to the consolidated financial statements for a<br />
description.<br />
ACCOUNTING POLICIES<br />
The accounting policies applied by the parent company<br />
deviate from the accounting policies set out in note 1 to the<br />
consolidated financial statements in the following respects:<br />
FOREIGN CURRENCY TRANSLATION<br />
Foreign exchange adjustment of balances that are considered<br />
as part of the overall net investment in enterprises with<br />
functional currencies other than Danish kroner are recognised<br />
in the parent company's financial statements in the income<br />
statement under financials. Similarly, exchange gains and<br />
losses on the part of loans and derivative financial instruments<br />
effectively hedging the net investment in such enterprises are<br />
recognised directly in the income statement under financials.<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 97<br />
REVENUE<br />
Distributions of retained earnings in subsidiaries are recognised<br />
as income in the income statement of the parent<br />
company in the year in which the dividend is declared. An<br />
impairment test is made if more than the comprehensive<br />
income of a subsidiary is distributed.<br />
INVESTmENTS IN SUBSIDIARIES<br />
Investments in subsidiaries are measured at cost in the parent<br />
company financial statements. Cost includes the consideration<br />
at fair value plus direct acquisition costs.<br />
If there is an indication of impairment, an impairment test is<br />
performed as described in the accounting policies applying<br />
to the consolidated financial statements. Where the carrying<br />
amount exceeds the recoverable amount, the investments are<br />
written down to this lower value.<br />
In the event of distribution of other reserves than retained<br />
earnings in a subsidiary, such distribution will be deducted<br />
from the acquisition price, if the distribution is in the nature of<br />
repayment of the parent company's investment.
98 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Parent Company<br />
Notes to the parent company financial statements<br />
Note DKK million <strong>2011</strong> 2010<br />
2 Other operating income<br />
Management fees from Group companies 6 7<br />
Total other operating income 6 7<br />
3 Fees to auditors appointed at the annual general meeting<br />
KPmG<br />
Audit (1) (1)<br />
Other assurance engagements - -<br />
Preparation of a potential IPO - (8)<br />
Total fees (1) (9)<br />
4 Staff costs<br />
Ordinary remuneration to the Executive Management Board (4) (7)<br />
Remuneration to the Executive Management Board relating to preparation of a potential IPO - (7)<br />
Remuneration to the Board of Directors (3) (2)<br />
Total (7) (16)<br />
Of which reinvoiced - 3<br />
Total staff costs (7) (13)<br />
Number of full-time employees 1 2<br />
Remuneration to the Executive Management Board does not include pension contributions<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<br />
Grant of new warrants. See note 21 to the Group financial statements 4,443,120 -<br />
Cancellation of new warrants. See note 21 to the Group financial statements (4,443,120) (4,443,120)<br />
Number of warrants at 31 December - -<br />
At the extraordinary general meeting held on 25 February <strong>2011</strong>, the Board of Directors was authorised to establish a new warrant<br />
programme. At the Board meeting held on 15 March <strong>2011</strong>, the Board of Directors adopted a resolution to establish a new warrant programme<br />
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<br />
issued were acquired at market value, equivalent to DKK 11 million, and there are no conditions attached to the acquisition of the warrants.<br />
The warrants issued have been transferred to <strong>Falck</strong> Holding A/S and subsequently cancelled at an extraordinary general meeting of<br />
<strong>Falck</strong> A/S.<br />
The consideration to the Executive Management Board concerns the first half of <strong>2011</strong>.
Notes to the parent company financial statements<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 99<br />
Note DKK million <strong>2011</strong> 2010<br />
5 Exceptional items<br />
Costs relating to sale of <strong>Falck</strong> A/S (5) (20)<br />
Total exceptional items (5) (20)<br />
6 Financial income<br />
Foreign exchange gains 4 -<br />
Interest from Group companies 27 14<br />
Total financial income 31 14<br />
7 Financial expenses<br />
Foreign exchange losses - (2)<br />
Interest to credit institutions (126) (94)<br />
Costs of debt restructuring (74) -<br />
Other financial expenses (1) -<br />
Total financial expenses (201) (96)<br />
8 Income taxes<br />
Current tax 32 6<br />
Change in deferred tax for the year 12 15<br />
Prior-year adjustments - (1)<br />
Total income taxes 44 20<br />
Tax on other comprehensive income (13) (1)<br />
Total tax 31 19<br />
Income taxes paid during the year (13) 30<br />
Breakdown of tax rate:<br />
Total income taxes 44 20<br />
Profit before tax 443 451<br />
Dividends from Group companies (625) (557)<br />
Tax base for current tax (182) (106)<br />
Effective tax rate 24.2% 18.9%<br />
Reconciliation of tax rate:<br />
Danish tax rate 25.0% 25.0%<br />
Non-deductible costs/(tax-exempt income) (1.0%) (4.6%)<br />
Other adjustments including adjustments relating to prior years 0.2% (1.5%)<br />
Effective tax rate 24.2% 18.9%<br />
Tax on other comprehensive income<br />
Tax on value adjustments of interest hedging instruments (13) (1)<br />
Total tax on other comprehensive income (13) (1)
100 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Parent Company<br />
Notes to the parent company financial statements<br />
Note DKK million <strong>2011</strong> 2010<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<br />
10 Share capital and treasury shares<br />
A capital increase of DKK 1 million was made in 2009. There have been no other changes to the share capital during the past five years.<br />
The share capital is divided into 92,786,800 shares (2010: 92,786,800 shares) with a nominal value of DKK 0.50 each. The shares are<br />
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>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Treasury shares at 1 January - 258,219 - 129 - 0.29<br />
Additions - 95,238 - 48 - 0.10<br />
Disposals - (353,457) - (177) - (0.39)<br />
Treasury shares at 31 December - - - - - -<br />
The purchase price of treasury shares acquired during the financial year was DKK 0 million (2010: DKK 6 million).<br />
The sales price of treasury shares sold during the financial year was DKK 0 million (2010: DKK 30 million).<br />
Note DKK million <strong>2011</strong> 2010<br />
11 Deferred tax<br />
Deferred tax provisions at 1 January 30 45<br />
Change in deferred tax for the year (12) (15)<br />
Change in deferred tax for prior years 3 -<br />
Deferred tax provisions at 31 December 21 30<br />
Deferred tax provision 21 30<br />
Deferred tax provisions at 31 December 21 30<br />
Breakdown of deferred tax:<br />
Intangible assets 21 32<br />
Non-current debt and provisions - (2)<br />
Deferred tax provisions at 31 December 21 30
Notes to the parent company financial statements<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 101<br />
Note DKK million <strong>2011</strong> 2010<br />
12 Credit institutions<br />
Non-current liabilities:<br />
Long-term loans 2,401 2,721<br />
Current liabilities:<br />
Short-term loans 21 302<br />
Total credit institutions 2,422 3,023<br />
Breakdown by maturity:<br />
Due within 1 year 21 302<br />
Due between 1 and 5 years 535 2,721<br />
Due after 5 years 1,866 -<br />
Total 2,422 3,023<br />
Breakdown by currency:<br />
DKK 1,539 1,921<br />
EUR 683 853<br />
USD 200 249<br />
Total 2,422 3,023<br />
Interest reset periods:<br />
Within 3 months 2,422 3,023<br />
Total 2,422 3,023<br />
The statements set out above do not include liabilities relating to interest for subsequent financial periods. See note 35 to the Group<br />
financial statements for a description of the Group's risks and cash resources.<br />
The effective interest rate has been determined at 4.2% (2010: 3.2%).<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 3.4% (2010: 1.8%).<br />
As at the balance sheet date, the interest rate in EUR was fixed for one month and averaged approximately 3.5% (2010: 1.0%) during the<br />
financial year. As at the balance sheet date, the interest rate in USD was fixed for one month and averaged approximately 2.6% (2010:<br />
0.7%) during the financial year.<br />
The market value of debt with an interest reset period within 3 months is approximately DKK 2,445 million (2010: DKK 3,024 million).<br />
DKK 35 million (2010: DKK 25 million) of capitalised loan costs has been deducted from the carrying amount of debt.
102 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Parent Company<br />
Notes to the parent company financial statements<br />
Note DKK million <strong>2011</strong> 2010<br />
13 Other payables<br />
Fair value of interest rate collar - 64<br />
Total other payables - 64<br />
14 Net financials<br />
Financial income and expenses (170) (82)<br />
Of which unrealised gains and losses (4) -<br />
Repayment of interest rate swaps offset against loan proceeds 51 -<br />
Change in amortised borrowing costs 3 -<br />
Total net financials (120) (82)<br />
15 Other movements relating to shareholders<br />
Acquisition of rights from subsidiaries (307) -<br />
Acquisition of treasury shares - (6)<br />
Disposal of treasury shares - 30<br />
Issuance of warrants 11 -<br />
Total other movements relating to shareholders (296) 24<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.
Notes to the parent company financial statements<br />
Note DKK million<br />
17 Financial instruments<br />
Parent Company | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 103<br />
There are continuing developments in the risk exposure of <strong>Falck</strong> A/S as a result of changes in its debt. The company monitors these risks<br />
in an ongoing process and hedges them, if necessary. There are no material changes in the company's risk management as compared to<br />
2010. See also note 35 to the consolidated financial statements of <strong>Falck</strong> A/S.<br />
Foreign exchange risk <strong>2011</strong> 2010<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% 15 15 1% 9 9<br />
Interest rate risk<br />
The interest rate risk of <strong>Falck</strong> A/S is mainly affected by the company's syndicated financing. Based on the current market situation, the<br />
Executive Management Board and Board of Directors have decided to swap approximately 81% of <strong>Falck</strong> A/S's syndicated financing to<br />
fixed rates via interest rate swaps, and the rest of the syndicated financing is to be based on short-term interest rates. The company is<br />
therefore sensitive to fluctuations in market interest rates, and a fluctuation by 1% would change the interest expense for the year by<br />
DKK 5 million (2010: DKK 13 million) as a large part of the interest rate risk is hedged by interest rate swaps. Without these hedges, a<br />
fluctuation by 1% would change the company's interest expense by DKK 25 million (2010: DKK 34 million).<br />
The interest rate swaps mentioned above ensure that interest rates during the hedging period on part of the debt denominated in DKK<br />
cannot exceed 1.4%, and that interest rates on part of the debt denominated in EUR cannot exceed 1.17%.<br />
<strong>Falck</strong> A/S monitors developments in market interest rates closely so that it can react if the market situation changes.<br />
Assumptions regarding sensitivity information:<br />
The sensitivity stated has been determined based on the recognised financial assets and liabilities as at 31 December <strong>2011</strong>. No adjustment<br />
has been made for servicing and raising of debt or the like in <strong>2011</strong>. Furthermore, it is assumed that all hedges of floating-rate loans<br />
are deemed to be effective.<br />
maturity analysis of financial assets and liabilities<br />
Assumptions applied in the maturity analysis:<br />
The maturity analysis is based on all 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.
104 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Parent Company<br />
Notes to the parent company financial statements<br />
Note DKK million<br />
17 Financial instruments (continued)<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>2011</strong> year years years years flows amount value<br />
Financial assets:<br />
Receivables from Group companies 106 814 - - 920 920 920<br />
Loans and receivables 106 814 - - 920 920 920<br />
Total financial assets 106 814 - - 920 920 920<br />
Financial liabilities:<br />
Credit institutions 123 411 498 1,990 3,022 2,422 2,422<br />
Payables to Group companies 44 - - - 44 44 44<br />
Financial liabilities measured at amortised cost 167 411 498 1,990 3,066 2,466 2,466<br />
Derivative financial instruments to hedge<br />
future cash flows 12 12 12 12<br />
Financial liabilities used as hedging instruments - 12 - - 12 12 12<br />
Total financial liabilities 167 423 498 1,990 3,078 2,478 2,478<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 2010 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 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 hedging instruments 32 25 - - 57 64 64<br />
Total financial liabilities 434 2,861 - - 3,295 3,121 3,122
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>2011</strong> 105<br />
Hedging and derivative financial instruments <strong>2011</strong> 2010<br />
Hedged market Hedged market<br />
Interest rate collar: value value value value<br />
DKK collar (floor 3.25% / cap 5.5%) repaid in <strong>2011</strong> - - 855 (30)<br />
EUR collar (floor 3.25% / cap 5.5%) repaid in <strong>2011</strong> - - 855 (34)<br />
DKK interest rate swap (fixed rate1.4%) expires in 2014 500 (9) - -<br />
EUR interest rate swap (fixed rate 1.17%) expires in 2014 1,487 (3) - -<br />
(12) (64)<br />
Of which recognised in income statement - -<br />
For future recognition (12) (64)<br />
The market value is recognised in other payables.<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 liabilities<br />
Derivative financial instruments to hedge future cash flows 0 12 0 12<br />
Total financial liabilities 0 12 0 12<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 liabilities<br />
Derivative financial instruments to hedge future cash flows 0 64 0 64<br />
Total financial liabilities 0 64 0 64<br />
<strong>2011</strong><br />
2010
106 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Parent Company<br />
Notes to the parent company financial statements<br />
Note DKK million <strong>2011</strong> 2010<br />
18 Related parties<br />
As a parent company, <strong>Falck</strong> A/S has a controlling interest in the Group.<br />
<strong>Falck</strong> A/S has registered the following shareholders who hold 5% or more of the share capital:<br />
<strong>Falck</strong> Holding A/S 98.8% 0.0%<br />
Lundbeckfond Invest A/S, Hellerup - 36.0%<br />
<strong>Falck</strong> L.P., Jersey - 43.9%<br />
ATP PEP 1 K/S, Copenhagen - 6.4%<br />
Liberatio A/S, Aarhus (owned by the members of the Executive Management Board) - 5.2%<br />
Trading with these related parties has been as follows:<br />
Costs invoiced to <strong>Falck</strong> L.P. 8 6<br />
Interest rate swaps 1 -<br />
The warrant programme was transferred to <strong>Falck</strong> Holding A/S in connection with the acquisition<br />
of <strong>Falck</strong> A/S by <strong>Falck</strong> Holding A/S, and was subsequently cancelled at an extraordinary<br />
general meeting of <strong>Falck</strong> A/S.<br />
<strong>Falck</strong> A/S has hedged its interest rate risks through interest rate swaps with <strong>Falck</strong> Holding A/S,<br />
which has entered into corresponding interest rate swaps with banks.<br />
management<br />
Related parties in <strong>Falck</strong> A/S with significant influence include the Executive Management Board<br />
and the Board of Directors and their close relatives. Related parties also comprise companies in<br />
which these individuals have material interests.<br />
Trading with Management was as follows:<br />
New warrant programme, Executive Management Board 11 -<br />
Sale of own shares, Board of Directors - 1<br />
Sale of own shares, Executive Management Board - 29<br />
<strong>Falck</strong> A/S had no additional transactions with the members of the Executive Management<br />
Board, Board of Directors or other persons with significant influence other than the remuneration<br />
paid to the Management, stated in note 7 to the Group financial statements.<br />
Group companies<br />
The related parties of <strong>Falck</strong> A/S also include Group companies in which the company has a<br />
controlling interest. See note "Legal entities" for an overview of Group companies.<br />
Trading with Group companies was as follows:<br />
Interest from Group companies 27 14<br />
Management fee paid 2 3<br />
Management fee received 6 7<br />
Dividends from Group companies 625 557
Management’s statement<br />
Statements | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 107<br />
The Board of Directors and the Executive Management Board today considered and approved the annual report of <strong>Falck</strong> A/S for <strong>2011</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 are appropriate, and the<br />
Group’s and the parent company’s financial statements give a true and fair view of the Group’s and parent company’s assets, liabilities<br />
and financial position as at 31 December <strong>2011</strong> and of the results of the Group’s and parent company’s operations and cash flows for the<br />
financial year 1 January – 31 December <strong>2011</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 the annual report to be approved by the shareholders at the annual general meeting.<br />
Copenhagen, 16 March 2012<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 Thorleif Krarup Steen Hemmingsen<br />
Chairman Deputy Chairman<br />
Søren Thorup Sørensen Johannes Due Henrik Poulsen<br />
Vagn Flink Møller Pedersen* Jan Heine Lauvring* Per Aastrup*<br />
* Elected by the employees
108 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Statements<br />
Independent auditors' report<br />
To the shareholders of <strong>Falck</strong> A/S<br />
Independent auditors' report on the consolidated financial statements and the parent company financial statements<br />
We have audited the consolidated financial statements and the parent company financial statements of <strong>Falck</strong> A/S for the financial year<br />
1 January – 31 December <strong>2011</strong>. The consolidated financial statements and the parent company financial statements comprise income<br />
statement, statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes, including<br />
a summary of significant accounting policies for the Group as well as for the parent company. The consolidated financial statements<br />
and the parent company financial statements are prepared in accordance with International Financial <strong>Report</strong>ing Standards as adopted<br />
by the EU and additional disclosure requirements in the Danish Financial Statements Act.<br />
management's responsibility for the consolidated financial statements and the parent company financial statements<br />
Management is responsible for the preparation of consolidated financial statements and parent company financial statements that<br />
give a true and fair view in accordance with International Financial <strong>Report</strong>ing Standards as adopted by the EU and additional disclosure<br />
requirements in the Danish Financial Statements Act and for such internal control that Management determines is necessary to enable<br />
the preparation of consolidated financial statements and parent company financial statements that are free from material misstatement,<br />
whether due to fraud or error.<br />
Auditors' responsibility<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 International Standards on Auditing and additional requirements under Danish<br />
audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance<br />
as to whether the consolidated financial statements and 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 />
of consolidated financial statements and parent company financial statements that give a true and fair view 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 opinion.<br />
Our audit has not resulted 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 financial position at 31 December <strong>2011</strong> and of the results of the Group's and the parent company's<br />
operations and cash flows for the financial year 1 January – 31 December <strong>2011</strong> in accordance with International Financial <strong>Report</strong>ing<br />
Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act.<br />
Statement on the management's review<br />
Pursuant to the Danish Financial Statements Act, we have read the Management's review. We have not performed any further procedures<br />
in addition to the audit of the consolidated financial statements and the parent company financial statements. On this basis, it is<br />
our opinion that the information provided in the Management's review is consistent with the consolidated financial statements and the<br />
parent company financial statements.<br />
Copenhagen, 16 March 2012<br />
KPmG<br />
Statsautoriseret Revisionspartnerselskab<br />
Flemming Brokhattingen Søren Kok Olsen<br />
State Authorised Public Accountant State Authorised Public Accountant
Board of Directors, Executive Management Board and auditors<br />
BOARD OF DIRECTORS<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 />
• Dansk vækstkapital (chairman)<br />
• Syddansk Universitet (chairman)<br />
• DONG Energy A/S (deputy chairman)<br />
• Rockwoolfonden (deputy chairman)<br />
• Index Award A/S<br />
• Codan A/S and Codan Forsikring A/S<br />
• Arp-Hansen Hotel Group A/S<br />
• Institut for selskabsledelse<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 (chairman)<br />
• H. Lundbeck A/S (deputy chairman)<br />
• Lundbeckfond Invest A/S (deputy chairman)<br />
• The Lundbeck Foundation<br />
• Bisca A/S<br />
Steen Hemmingsen, born 1945<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 />
• Max Bank af <strong>2011</strong> A/S (chairman)<br />
• Obel-LFI Ejendomme A/S (deputy chairman)<br />
• Amagerbanken af <strong>2011</strong> A/S<br />
• Det Østasiatiske Kompagnis Almennyttige Fond<br />
Søren Thorup Sørensen, born 1965<br />
CEO of KIRKBI A/S and KIRKBI Invest A/S<br />
Member of the boards of directors of:<br />
• K & C Holding (chairman)<br />
• KIRKBI AG (deputy chairman)<br />
• INTERLEGO AG (deputy chairman)<br />
• LEGO A/S<br />
• LEGO Juris A/S<br />
• KIRKBI Invest A/S<br />
• KIRKBI Estates Limited<br />
• Topdanmark A/S and Topdanmark Forsikring A/S<br />
• TDC A/S<br />
• Koldingvej 2, Billund A/S<br />
• Merlin Entertainments Group<br />
B oard of Directors and Executive Management Board | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 109<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 />
• The Prevention fund (chairman)<br />
• KREVI (chairman)<br />
• The Royal Danish Academy of Fine Arts Schools of Architecture,<br />
Design and Conservation) (chairman)<br />
• Bikuben Fonden and Kollegiefonden Bikuben (deputy chairman)<br />
• The Danish Insurance Association<br />
• International Federation of Health Plans<br />
Henrik Poulsen, born 1967<br />
CEO of TDC A/S<br />
Member of the boards of directors of:<br />
• YouSee A/S (chairman)<br />
• Chr. Hansen Holding A/S<br />
• Danmark-Amerika Fondet<br />
Vagn Flink møller Pedersen, born 1957<br />
Rescue Officer<br />
Elected by the employees<br />
Jan Heine Lauvring, born 1953<br />
Rescue Officer<br />
Elected by the employees<br />
Per Aastrup, born 1959<br />
Rescue Officer<br />
Elected by the employees
110 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | B oard of Directors and Executive Management Board<br />
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 />
• AMBU 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 />
Osvald Helmuths Vej 2<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 />
DK-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
Legal entities in the <strong>Falck</strong> Group as at 31 December<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 111<br />
Company name Country Equity interest<br />
<strong>Falck</strong> A/S Denmark<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 />
HealthCare Danmark ApS Denmark 100%<br />
ActivCare A/S Denmark 100%<br />
ActivCare Privat A/S Denmark 100%<br />
Ulfab Danmark A/S Denmark 100%<br />
Vikteam A/S Denmark 80%<br />
<strong>Falck</strong> Hjælpemidler A/S Denmark 92%<br />
<strong>Falck</strong> JobService A/S Denmark 85%<br />
<strong>Falck</strong> Hjemmepleje A/S Denmark 100%<br />
Lone Hovmand Sundhedsafdeling A/S Denmark 100%<br />
North Securities A/S 2) Denmark 49%<br />
<strong>Falck</strong> Norge Holding AS Norway 100%<br />
<strong>Falck</strong> Redning AS Norway 100%<br />
Stor Oslo Service 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> Sevices 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. UK 100%<br />
Nutec Centre for Safety Ltd. 1) UK 100%<br />
<strong>Falck</strong> Onsite Limited UK 100%<br />
Onsite Training Services Limited. 1) UK 100%<br />
<strong>Falck</strong> Nutec Trinidad and Tobago Limited Trinidad & Tobago 80%<br />
Nutec UK Ltd. UK 100%<br />
Nutec Belgium Holding BVBA 1) Belgium 100%<br />
Nutec Belgium BVBA 1) Belgium 100%<br />
<strong>Falck</strong> Nutec 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> caspian Safe LLC Aserbajdsjan 65%<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 50%<br />
<strong>Falck</strong> Nutec (Thailand) Ltd Thailand 65%<br />
<strong>Falck</strong> Nutec Nigeria Limited Nigeria 51%<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%
112 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</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> 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 UAE 49%<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 2) 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> USA, Inc. USA 100%<br />
FCA Corp. USA 87%<br />
Care Ambulance Service, Inc. USA 100%<br />
<strong>Falck</strong> EMS Corp. USA 95%<br />
Lifestar Response Corporation, Inc. USA 100%<br />
Lifestar Response of Alabama, Inc. USA 100%<br />
Medibus, Inc. USA 100%<br />
STAT Equipment Corp. USA 100%<br />
STAT EMS, LLC USA 51%<br />
Bi-County Ambulance & Ambulette Transport Services Corp. USA 100%<br />
Lifestar Response of New Jersey, Inc. USA 100%<br />
Lifestar Response of Maryland, Inc. USA 100%<br />
Access Transport Services Holding, Inc. USA 100%<br />
Access on Time Language Services LLC USA 100%<br />
Home Care Equipment, Inc. USA 100%<br />
Robinson's Ambulance & Oxygen Service, Inc. USA 100%<br />
<strong>Falck</strong> Southeast Corp. USA 100%<br />
<strong>Falck</strong> Health Care Sverige Holding AB Sweden 100%<br />
<strong>Falck</strong>AM Health Care AB Sweden 100%<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 100%<br />
<strong>Falck</strong> Benelux NV Belgium 93%<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 UAE 49%<br />
<strong>Falck</strong> Eurasia B.V. The Netherlands 95%
Legal entities in the <strong>Falck</strong> Group as at 31 December<br />
Group | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 113<br />
Company name Country Equity interest<br />
Beijing <strong>Falck</strong> Rescue Consulting Services Co., Ltd China 100%<br />
<strong>Falck</strong> Kazakhstan LLP Kazakhstan 100%<br />
<strong>Falck</strong> Fire Services Rus LLC Russia 100%<br />
<strong>Falck</strong> Foundation VZW Belgium 100%<br />
<strong>Falck</strong> Medycyna Sp.z o.o. Poland 100%<br />
Starowka sp zo.o Poland 75%<br />
<strong>Falck</strong> SK a.s. Slovakia 93%<br />
<strong>Falck</strong> Emergency AS Slovakia 51%<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 93%<br />
Lainsa Servicios Contra Incendios, S.A. Spain 51%<br />
<strong>Falck</strong> France SAS France 100%<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> Fire & Safety do Brasil S.A. Brazil 100%<br />
<strong>Falck</strong> Panama Holding S.A. Panama 100%<br />
EMI Holdings Management S.A. Panama 63%<br />
EMI Foreign Holdings 1 S.A. Panama 100%<br />
EMI Foreign Holdings 2 S.A. Panama 100%<br />
EMI Foreign Holdings 3 S.A. Panama 100%<br />
EMI Foreign Holdings 4 S.A. Panama 100%<br />
Empresa de Medicina Prepagada<br />
- Servicio de Ambulancia Prepagada - Grupo EMI S.A. Colombia 100%<br />
EMI El Salvador S.A. de C.V. El Salvador 100%<br />
Inversiones EMI Worldwide S.A. Panama 100%<br />
EMI Panama S.A. Panama 100%<br />
EMI Ecuador S.A.- Emergencia Medica Integral Ecuador 100%<br />
Perses S.A. Uruguay 100%<br />
Portovenus S.A. Uruguay 16%<br />
EMI Venezuela Holding S.A. Panama 100%<br />
Emergencia Medica Integral EMI Centro S.A. Venezuela 100%<br />
Centro Medico Integral CEMICA S.A. Venezuela 100%
114 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> | Group<br />
Legal entities in the <strong>Falck</strong> Group as at 31 December<br />
Company name Country Equity interest<br />
Panamedical Health Systems S.A. Panama 100%<br />
Solution Services International Inc. Panama 100%<br />
Scandinavian Worldwide Capital Corp. Panama 100%<br />
Rheades Business Inc. Panama 100%<br />
Right Connection Services Corp. Panama 100%<br />
Servicio Emergencias Regional SER S.A. Colombia 100%<br />
<strong>Falck</strong> Rettungsdienst GmbH Germany 100%<br />
Kranken-Transport Herzig GmbH Germany 100%<br />
KS-Medi-Service GmbH Germany 100%<br />
<strong>Falck</strong> Österreich GmbH Austria 100%<br />
<strong>Falck</strong> Yardim Hizmetleri Limited ¸Sirketi Turkey 95%<br />
<strong>Falck</strong> UK Limited UK 100%<br />
<strong>Falck</strong> EMS UK Limited UK 100%<br />
Resource Protection International Ltd. UK 100%<br />
<strong>Falck</strong> India Limited UK 93%<br />
<strong>Falck</strong> Services Limited Mauritius 100%<br />
<strong>Falck</strong> India Pvt. Ltd. India 100%<br />
<strong>Falck</strong> Services Pvt Ltd. India 100%<br />
<strong>Falck</strong> Fire Services S.R.L Romania 93%<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 2) 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)
Notes Definitions to the of Group ratiosfinancial<br />
statements<br />
The ratios are basically calculated on the basis of the annual<br />
report and the Group’s accounting policies. The <strong>Falck</strong> Group calculates<br />
a number of ratios on the basis of the financial-highlight<br />
figures in “Financial highlights and key ratios” on page 2. The<br />
definitions of those ratios are stated below.<br />
Organic growth<br />
Growth in external revenue in local currency relative to the preceding<br />
year adjusted for:<br />
• Acquisitions: Revenue relating to acquired entities or operations<br />
generated in the current year is not included. For entities or<br />
operations acquired in the preceding year, revenue generated in<br />
the current year is only included from the time when revenue is<br />
recognised in the comparative period for the preceding year.<br />
• Divestments: Revenue from the preceding year relating to entities<br />
or operations divested in the preceding year is not included.<br />
For entities or operations divested in the current year, revenue<br />
from the preceding year is only recognised for the comparative<br />
period of the current year.<br />
• Contracts: Material contracts entered into before or during the<br />
year after the acquisitions, where <strong>Falck</strong> has had a material impact<br />
on the contract in question, are recognised in revenue and<br />
considered organic growth. Any material isolated operations<br />
which <strong>Falck</strong> terminates or public-sector customers' insourcing of<br />
tasks without invitations for tender are considered divestments.<br />
• Redefinition of segments: Revenue related to entities that are<br />
redefined to another segment are accounted for as acquisitions<br />
and divestments, as the case may be, in the respective business<br />
segments.<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 />
Definitions of ratios | <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 115<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 non-controlling 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 />
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 full-year<br />
effect of acquisitions made during the period.<br />
Free cash flow<br />
Operating profit before amortisation from business combinations<br />
and exceptional items (EBITA) adjusted for non-cash operating<br />
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.
116 <strong>Falck</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</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