Sentencias de unificación

The information presented below should be read in conjunction with the section “Selected

financial information” and the Company’s Audited combined financial statements for the

period 2012 – 2014 and also the Unaudited combined interim report concerning the period

January 1 – September 30, 2015 which is found elsewhere in the Prospectus. The information

below contains forward-looking statements that are subject to various risks and uncertainties.

The Company’s actual results may differ materially from what is predicted in the forward-

looking statements due to various different factors, including but not limited to those that

are described in the section “Important information – Information to investors – Forward-

looking information” and elsewhere in the Prospectus, as they are described in the section

“Risk factors”. The Company’s Audited combined financial statements concerning the period

2012 – 2014 and the Unaudited combined interim report concerning the period January 1 –

September 30, 2015 has been prepared in accordance with IFRS. Historical results does not

necessarily provide an accurate indication concerning future results.

Overview

Attendo is the leading company within care services in the Nordics with operations in Sweden, Finland, Norway and Denmark.21) _{The Company is the largest company within} care services for older people in Sweden and Finland, as well as within publicly financed health care in Finland. Attendo is locally established and has around 490 operat- ing units. The Company provides services through three contract models; own operations, outsourcing and staffing.

In own operations, Attendo provides services in units/ premises which are under the Company’s own control and also home care in customer choice models. Attendo oper- ates own units within care for older people, care for people with disabilities, social psychiatry, care for individual and families, dental care and occupational health care. In outsourced operations Attendo provides services in pub- licly controlled units/premises and also outsourced home care. Attendo operates outsourced operations within care for older people, care for people with disabilities, care for individuals and families, primary care and dental care. Within staffing, Attendo supplies medical professionals in

the form of general practitioners, specialised doctors, den- tists and nurses within health care. Attendo’s customer for most types of services is often a local public procurer (primarily local authorities), but the contract form and length varies depending on the contract model and service offering.

Net sales were SEK 9,045m in 2014 (8,465) and dur- ing the first nine months, ending on September 30, 2015 SEK 7,267m (6,729). The Company’s net sales in 2014 divided into different contract models were SEK 4,829m (4,103) of own operations, SEK 3,149m (3,288) of out- sourced operations and SEK 1,067m (1,074) of staffing. The operating profit was, before depreciation of acquisi- tion related intangible assets (EBITA), SEK 822m (770) in 2014, corresponding to an operating margin of 9.1 percent (9.1) and during the first nine months, leading up to Sep- tember 30, 2015, the operating profit was SEK 718m (669).

Attendo’s financial profile is characterised by stable his- torical growth, solid and long term profitability and high cash conversion.

Stable historical growth

In the past ten financial years (2005–2014), Attendo generated an average annual growth of net sales of 15.9 percent.22) _{Since 2010 the average annual growth has been}

7.9 percent, of which 6.3 percent was organic growth, 2.1 percent was acquired growth and –0.5 percent was due to exchange rate differences.23)

High cash conversion

Attendo does not typically own the real-estates where the services are provided and the operations therefore has relatively low capital expenditure requirements. Further- more, Attendo’s working capital is negative. Low capital expenditure and negative working capital lead to a high cash conversion rate. During the period 2012 – 2014, the Company’s average cash conversion rate was 86 percent.

Figure 40: Development of operating cash flow and cash conversion 2012–2014

2014 2013

2012 SEKm

Operating cash flow Cash conversion (% of EBITDA)

654

889

778

78% 99% 81%

Stable and long term profitability

During the period 2005–2014, Attendo’s EBITA margin was between 8.5 to 10.8 percent.

Figure 38: Development of the net sales 2005–20141)

2,396 2,858 5,061 3,492 6,257 6,680 7,289 7,891 8,465 9,045 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 SEKm 2005–2014CAGR 15.9% CAGR 2010–2014 7.9%

Figure 39: Development of EBITA and EBITA margin 2005–20141)

203 310 463 374 599 656 689 727 770 822 8.5% 10.8% 10.7% 9.1% 9.6% 9.8% 9.5% 9.2% 9.1% 9.1% 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Operating profit (EBITA) Operating margin (EBITA margin)

22) Figures quoted are based on the Company’s audited financial statements, but with the following adjustments. On March 22, 2005 Bridgepoint Capital acquired Attendo AB, through a newly estab-

1) _{See note 22.}

Factors affecting Attendo’s operating profits and cash flows

Attendo believes that the factors presented below have the largest impact on the Company’s financial development:

● The Company’s ability to establish new units within own operations

● The Company’s ability to win and maintain outsourcing and staffing contracts

● The Company’s ability to attract and retain employees and managers

● The Company’s ability to attract and retain customers, clients and patients

● The price level for the Company’s services

● The Company’s personnel costs

● The Company’s ability to make and integrate acquisitions

● Seasonal variations and calendar effects

● Exchange rate effects

● Interest rate expenses

● Tax expenses

The Company’s ability to establish new units within own operations

An essential part of Attendo’s growth strategy is to estab- lish new units within own operations. The Company has a long experience of developing new units and is continu- ously working with evaluating geographical areas by analysing supply and demand. In light of this, Attendo has in 2015 until September 30 started construction of 8 new units with 390 beds and operates 337 units with 7,751 beds within own operations in total. Attendo’s ability to continue to establish new units will affect the Company’s growth. It is essential when establishing new nursing homes to attract clients and to maintain a high occupancy. Attendo has developed a methodology to reach relevant cli- ent groups and fill new homes, for example through sales meetings and advertising in local newspapers. An initial low occupancy may result in a short term negative effect on Attendo’s profit margin in periods when the Company establishes many new units.

The Company’s ability to win and maintain outsourcing and staffing contracts

A great part of Attendo’s net sales is generated by out- sourcing operations which are conducted on the basis of outsourcing contracts. The contracts usually extend between 3 to 5 years, often with the possibility of exten- sion. Staffing contracts which extend up to 4 years are also important for Attendo. Attendo’s ability to win new con- tracts and retain existing contracts affects the Company’s sales and profitability. Attendo is continuously working to provide an attractive offer and has a clear strategy and process for winning contracts with healthy conditions.

The Company’s ability to attract and retain employees and managers

Attendo’s operations are personnel-intensive and comprise several different professional categories such as for exam- ple doctors, nurses, auxiliary nurses and social workers. Responsibility and mandate are within Attendo decen- tralised to the local manager. It is therefore necessary for the Company to be able to attract and recruit highly competent employees and managers. The Company’s ability to attract and recruit highly skilled employees is a key element within the staffing operations. Attendo has a highly efficient organisation with a vast network and presence in all Faculties of Medicine in Finland. Attendo

can through its extensive operations offer employees and managers attractive solutions in terms of assignments and flexibility. Attendo has structured processes for recruiting and maintaining managers and leaders. The Company also works systematically with competence development. Attendo’s ability to recruit highly skilled employees and managers affects the Company’s sales and profitability.

The Company’s ability to attract and retain customers, clients and patients

Attendo’s ability to generate sales and profits is dependent on demand for the Company’s services, from customers as well as clients and patients. In own homes for exam- ple, occupancy is a key driver. Attendo makes continuous efforts to improve its service offering in order to create a positive care experience for the client. Examples of this are Attendo’s lifestyle nursing homes, among others, Outdoor &Gardening, as well as a variety of activities for the client. The price level for the Company’s services

The service level and local demand for Attendo’s services at locations where the Company operates affects Attendo’s price and occupancy in the units. The price therefore var- ies between different units and geographical areas. In the majority of Attendo’s customer contracts, the price level is connected to the salary increases on the market.

The Company’s personnel costs

Attendo’s largest cost is personnel costs, which is primar- ily affected by the number of employees, salary levels, absence due to illness and personnel turn-over. The num- ber of employees is primarily determined by the number of clients and patients who receive care and health care from Attendo, but also how efficient the Company is in offering these services. The salary levels are usually set through collective agreements and are generally adjusted once a year. In the majority of Attendo’s customer contracts, the price is connected to the salary increases on the market, which imply that salary increases have a limited impact on the Company’s profits. Attendo’s ability to work for a low rate of absence due to illness and low personnel turn- over also affect the Company’s profits.

The Company’s ability to conduct and integrate acquisitions

In addition to organic growth, Attendo has historically grown through acquisitions. During the period 2008 to September 2015, almost 70 bolt-on acquisitions were made. Acquisitions are expected to continue to constitute an important component for Attendo’s growth and the Company has clear guidelines to identify, conduct and integrate acquisitions. The identification and choice of acquisition targets is driven by business requirements, availability and financial considerations. Attendo’s con- tinued ability to identify, acquire and integrate acquired companies and units affect the Company’s profits and cash flow.

Seasonal variations and calendar effects

Attendo’s profitability and cash flows are affected by seasonal variations, weekends and public holidays. Weekends and public holidays decrease Attendo’s profit- ability through higher personnel costs due to inconvenient working hours. For example the first and second quarter are affected by Easter, depending on in which quarter the Easter holiday occurs, while the fourth quarter is affected by the Christmas’ and New Year’s holidays. The

Company’s cash flow is affected in a similar manner when payments received and paid costs may vary between quar- ters and are dependent on when holidays occur.

Exchange rate effects

The Company is through its operations exposed to exchange rate fluctuations. Exchange rate fluctuations subsequently affect the Company’s profits and financial position. Attendo’s exchange rate exposure primarily includes translation exposure but also transaction expo- sure to a lesser extent. The translation effect occurs as a result of the conversion of foreign currency to the Com- pany’s accounting currency. A material part of Attendo’s operations is denominated in other currencies than SEK, especially EUR in the Company’s Finnish subsidiaries and also NOK and DKK, concerning the Company’s subsidiar- ies in Norway and Denmark respectively. The Company’s currency related transaction risks are limited since the Company’s costs are primarily incurred in the same cur- rency.

Attendo’s subsidiaries’ financial results and net assets are converted to SEK in group consolidation. The net assets are converted using the closing rate of exchange. Operating profits and cash flow items are converted using the average exchange rate during the accounting period.

Interest rate expenses

The Company is partly financed through interest-bearing financial debt. The net interests are constituted by inter- est income and interest expenses on liquid funds, bank loans, finance leases and defined benefits pension plans. The interest risk is the risk of negative consequences for the Company’s profits and cash flows as a result of changes in underlying interest rates.

Tax expenses

Tax consists of current and deferred income tax. Attendo pays income tax and also calculated deferred tax attribut- able to temporary differences in each country where the Company is operating. Current tax is tax that is payable or receivable in the current year, by application of the tax rate which is decided or effectively decided as of the clos- ing date. Current income tax is affected by operating prof- its (EBIT), financial items and any non-deductible items while deferred tax is primarily affected by amortisation of excess values in the group and temporary differences.

Key indicators in the income statement Net sales

Net sales primarily include sales of care and health care services within the three contract models; own operations, outsourcing and staffing.

Personnel costs

Personnel costs include salaries, social costs, pensions and other personnel related expenses.

Other external costs

Other external costs include consumables, rent for prem- ises, hired care and health care personnel and other costs.

Amortisation, depreciation and impairment of tangible and intangible fixed assets

method over the estimated useful life period. The esti- mated useful life periods are 33 to 50 years for buildings, 5 years for vehicles and 3 to 10 years for equipment. An impairment test for Attendo’s tangible and intangible assets is conducted annually or, if there are indications for a need of impairment, more often. An impairment loss is recognized if the carrying amount exceeds the recover- able amount, which is the higher of the value in use and the fair value less costs to sell. An impairment loss is immediately recognised as an expense in the income state- ment and must not be reversed. Profits and losses from disposals are determined through a comparison between the selling price and book value and are recognised in the financial statement as other operating income or other external costs.

Amortisation on acquisition related intangible assets

Consolidated excess values that in connection with acqui- sitions have been allocated to intangible assets, for exam- ple customer contracts or customer relations, are subject to amortisation. Amortisation is recognised linearly over the asset’s estimated useful life period. The estimated useful life periods are determined by the duration of the customer contracts and customer relations which usually is 2 to 5 years. The impairment test as well as the recogni- tion of impairment is conducted in the same manner as for tangible and intangible assets. Goodwill arises upon acquisition of subsidiaries and relates to the amount by which the purchase price exceeds Attendo’s share of the fair value of identifiable assets, liabilities and contingent liabilities of the acquired company as well as the fair value of non-controlling interest in the acquired company. Good- will arising as a result of business combinations is allo- cated to the cash-generating unit within Attendo expected to benefit from the synergies of the acquisition. Goodwill is tested for impairment annually or more often if there are indications that a unit may be impaired. An impair- ment loss is recognized if the carrying amount exceeds the recoverable amount, which is the higher of the value in use and the fair value less costs to sell. An impairment loss is immediately recognised as an expense in the income state- ment and must not be reversed.

Financial income and expenses

Financial income includes interest income, changes in the fair value of cross-currency swaps, foreign exchange rate gains in connection with financial transactions and other financial income. Financial expenses include interest rate expenses, changes in value on cross-currency swaps, amor- tisation on financial costs, foreign exchange rate losses in connection with financial transactions and other financial expenses.

Tax

The tax expenses of the current year include current and deferred taxes. Tax is recognised in the income statement, with the exception of the tax effect for such transactions that are recognised in other comprehensive income or equity. The current tax is tax that is payable or receivable in the current year, applying the tax rates that are decided or effectively decided as of the closing date. Adjustments for the current tax attributable to previous periods are also recognised here. Deferred tax is recognised with tem- porary differences between recognised and fiscal values of

that they will be usable against future taxable profits. Deferred tax is calculated by applying the tax rates and rules that are decided or effectively decided as of the bal- ance sheet date. Deferred tax is, however, not recognised when it arises as a result of the initial recognition of good- will. Deferred tax is, furthermore, not recognised when it arises as a result of a transaction that constitutes the initial recognition of an asset or debt, which is not a busi- ness combination and that, at the time of the transaction, neither affects the reported nor the taxable profits.

Attendo’s financial results

Presented below is Attendo’s combined income statement for the presented periods. The information in the tables shall be read in conjunction with the Audited combined financial statements for the period 2012–2014, including corresponding notes, and the Company’s combined interim report for the period January 1 – September 30, 2015, included in the Prospectus.

Audited Jan 1 – Dec 31 Jan 1 – Sep 30Unaudited

Amount in SEKm 2014 2013 2012 2015 2014

Net sales 9,045 8,465 7,891 7,267 6,729

Other operating income 14 48 24 34 14

Personnel costs –6,199 –5,898 –5,600 –4,892 –4,619 Other external costs –1,900 –1,714 –1,473 –1,585 –1,353 Amortisation, depreciation

and impairment of tangible

and intangible assets1) _{–138 –131 –115 –106 –102} Operating profit (EBITA)1) _{822 770 727 718 669} Operating margin (EBITA)

(%)1) _{9.1 9.1 9.2 9.9 9.9}

Amortisation on acquisition

related intangible assets1) _{–15 –32 –131 –32 –2}

Operating profit (EBIT) 807 738 596 686 667 Operating margin (EBIT) (%) 2) _{8.9 8.7 7.6 9.4 9.9}

Net financial items –396 –256 –350 –306 –298

Profit before tax 411 482 246 380 369

Tax –148 –119 –87 –85 –78

Profit for the period 263 363 159 295 291 1) _{Attendo’s audited combined financial statements for the years 2014, 2013 and 2012 do not}

include information regarding Operating profit (EBITA) and amortisation on aquisition related intangible assets.

2) _Unaudited.

The first nine months of 2015 compared to the first nine months of 2014

Net sales

Net sales for the first nine months, ending September 30, 2015 amounted to SEK 7,267m, which is an increase by 8.0 percent compared to the corresponding period 2014 when the net sales amounted to SEK 6,729m. The increased net sales were primarily explained by new units within own operations, improved occupancy of existing units in own operations, contractual price increases and acquisitions. Operating profit (EBITA and EBIT)

The operating profit (EBITA) increased by 7.3 percent to SEK 718m in the first nine months that ended in Septem- ber 30, 2015 compared with SEK 669m in the first nine months that ended in September 30, 2014. The operating margin was stable at 9.9 percent. Existing units within own operations developed well, new own units contrib-