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Consolidated balanCe sheet as at 31 deCember

Note: Amounts in thousands of euros 2008 2007

non-current assets

13 Property, plant and equipment 72,782 66,680

14 Goodwill 922,813 861,375

15 Other intangible assets 140,319 105,797

17 Financial assets 7,946 7,049

18 Deferred income tax assets 50,721 41,065

24 Other non-current assets 5,534 4,992

1,200,115 1,086,958

Current assets

19 Trade and other receivables 680,820 800,353

Current income tax receivables 3,579 17,002

20 Cash and cash equivalents 82,713 55,136

767,112 872,491

total assets 1,967,227 1,959,449

21 Capital and reserves attributable to equity holders

Share capital 321,244 321,095 Other reserves 16,071 15,881 Retained earnings 332,462 347,708 669,777 684,684 minority interests 1,402 1,028 total equity 671,179 685,712 non-current liabilities 23 Borrowings 486,534 460,499

24 Retirement benefit obligations 1,733 1,513

25 Other provisions 16,899 7,496

18 Deferred income tax liabilities 50,491 38,768

555,657 508,276

Current liabilities

26 Borrowings 147,061 164,060

27 Trade and other payables 511,419 555,633

Current income tax liabilities 43,353 33,808

28 Derivative financial instruments 15,385 2,415

25 Other provisions 23,173 9,545

740,391 765,461

total liabilities 1,296,048 1,273,737

8 9

Consolidated statement of Changes in shareholders’ equity

Attributable to equity holders of the company

share other retained minority total

Note: Amounts in thousands of euros capital reserves earnings interests equity

balance as at 1 january 2007 320,580 16,973 236,867 1,129 575,549

Net income for 2007 - - 140,011 502 140,513

Currency translation differences - -81 - - -81

total income for 2007 - -81 140,011 502 140,432

8.2 Share plan - 3,815 - - 3,815

8.2 Exercised option rights 514 - - - 514

21 Repurchase of shares - -4,826 - - -4,826

Acquisition of minority interests - - - -473 -473

22.3 Dividends relating to 2006 - - -29,170 - -29,170

Dividends paid to minority

interest holders - - - -130 -130

23.2 Conversion of convertible bonds 1 - - - 1

515 -1,011 -29,170 -603 -30,269

balance as at 31 december 2007 321,095 15,881 347,708 1,028 685,712

balance as at 1 january 2008 321,095 15,881 347,708 1,028 685,712

Net income for 2008 - - 16,885 1,210 18,095

Currency translation differences - -619 - - -619

total income for 2008 - -619 16,885 1,210 17,476

8.2 Share plan - 1,532 - - 1,532

8.2 Exercised option rights 149 - - - 149

21 Repurchase of shares - -496 - - -496

21.3 Change resulting from

settlement from share plan - -227 227 - -

6.1 Through acquisition of subsidairies - - - 3,192 3,192 Acquisition of minority interests - - - -3,090 -3,090

22.3 Dividends relating to 2007 - - -32,358 - -32,358

Dividends paid to minority

interest holders - - - -938 -938

149 809 -32,131 -836 -32,009

9 9

annual accounts

Consolidated Cash flow statement

Note: Amounts in thousands of euros 2008 2007

Cash flow from operating activities

Income before taxes 63,830 210,835

Adjusted for:

8 Depreciation and impairment of tangible and intangible assets 120,826 43,490 13, 15 Result on disposal of tangible and intangible assets 479 206

6 Result on disposal of subsidiaries - -247

10 Financial costs 54,136 36,024

11 Financial income -1,301 -3,000

Amortisation of capitalised borrowing costs -4,044 -3,930 8.2 Share plan expenses processed via capital and reserves attributable

to equity holders 1,532 3,815

Currency translation differences -572 -110

24, 25 Change in pension-related liabilities and other provisions 22,731 -8,796

24 Change in other non-current assets -542 5,572

Changes in working capital:

– trade and other receivables 146,237 -25,646

– trade and other payables -89,353 -18,594

Cash flow from operating activities 313,959 239,619

Income tax paid -37,449 -38,230

Net cash flow from operating activities 276,510 201,389

Cash flow from investment activities

6 Acquisition of subsidiaries -94,669 -56,584

13 Investment in property, plant and equipment -23,263 -30,206

15 Investment in intangible assets -13,432 -11,957

6 Proceeds from disposal of subsidiary - 3,125

17 Payments on / proceeds from borrowings and guarantee deposits -147 21 Net cash flow from investment activities -131,511 -95,601

Cash flow from financing activities

21 Proceeds from issuance of shares 149 514

21 Buyback of shares -496 -4,826

28 Payments on derivatives -3,144 -

28 Proceeds from derivatives 492 4,830

23 Proceeds from borrowings 39,801 44,314

23 Repayments of borrowings -76,103 -58,864

Interest paid -35,544 -34,513

Interest received 1,329 3,000

22 Dividends paid -32,358 -29,170

Dividends paid to minority interest holders -938 -130 Net cash flow from financing activities -106,812 -74,845

increase in cash and cash equivalents 38,187 30,943

Change in cash and cash equivalents

Cash and cash equivalents as at 1 January 43,532 12,589 Increase in cash and cash equivalents 38,187 30,943 20 Cash and cash equivalents as at 31 December 81,719 43,532

0 0 1

1 general.

usg People n.v. has its registered office in almere, the netherlands. usg People provides all types of flexible employment services and a range of other services in the area of human resources, education & training and customer care. the group operates in 13 countries. the consolidated ifrs financial statements of the com- pany for the year ended 31 december 2008 comprise the company and its subsidiaries (together referred to as ‘the group’).

an overview of the main subsidiaries can be found in note 32. the corporate structure of usg People n.v. is a legal entity with limited liability (public limited company). the shares of the Company are listed on the nyse euronext amsterdam stock exchange.

the financial statements were prepared and approved for publication by the executive board on 3 march 2009. the annual report and financial statements for 2008 were discussed at the meeting of the supervisory board on 3 march 2009 and will be submitted to the general meeting of shareholders on 21 april 2009 for adoption. in the preparation of the financial statements of usg People n.v. the exemption contained in art. 402 book 2 of the dutch Civil Code was applied with respect to the corporate profit and loss statement.

2 fundamental prinCiples of valuation and determination of results.

2.1 prinCiples of preparation and valuation.

the consolidated financial statements for 2008 have been prepared in accordance with international financial reporting standards (ifrs) as accepted within the european union.

the financial statements are presented in euros (€). amounts are shown in thousands of euros unless otherwise

indicated. the euro is the functional and presentation currency of the group.

Preparing the financial statements in accordance with ifrs means that management is required to make assessments, estimates and assumptions that influence the applica- tion of regulations and the amounts reported for assets, equity, liabilities, commitments, income and expenses. the estimates made and the related assumptions are based on historical experience and various other factors which are considered to be reasonable under the given circum- stances. financial assets and financial liabilities (includ- ing derivative instruments) are initially recognised at fair value. subsequent valuations of receivables and liabilities are based on amortised cost. subsequent valuations of derivatives are based on fair value. the estimates and assumptions serve as the basis for assessing the value of recognised assets and liabilities whose amounts cannot currently be determined from other sources. however, actual results may differ from the estimates.

estimates and underlying assumptions are subject to constant assessment. Changes in estimates and assumptions are recognised either in the period in which the estimates are revised (if the revision relates exclusively to the period in question), or in the period of revision and in future periods (if the revision affects both the current and future periods).

assessments made by management under ifrs that have a significant impact on the financial statements and estimates that carry the risk of a possible material inaccuracy in the following year are stated in note 4. the principles of valuation and determination of results have been applied consistently by the group companies during the periods presented in these consolidated financial statements.

standards, amendments and interpretations effective from 2008. ifriC 14 ‘ias 19 - the limit on a defined benefit asset, minimum funding requirements and their