Randstad N.V. — Interim / Quarterly Report 2015

Oct 29, 2015

contents

q3: Solid profitable growth	2
financial performance	3
Core data	3
Invested capital	6
Cash flow summary	7
performance	8
North America	9
France	9
Netherlands	9
Germany	9
Belgium & Luxembourg	9
Iberia	9
United Kingdom	9
Other European countries	10
Rest of the world	10
Performance by revenue category	10
other information	11

interim financial statements 13

For more information: IR: Arun Rambocus Press: Machteld Merens +31 20 569 56 23

Q3: Solid profitable growth

Revenue of € 4,977 million; organic growth +5.4%; gross profit up 5.8% 3	Topline growth broadly stable across most countries 3	Gross margin up 30 bp to 18.8%; perm fees up 13%, now 10.5% of gross profit (vs. 9.8% last year) 4
Underlying EBITA of € 249 million (+13% organically); EBITA margin up 30 bp to 5.0%; organic L4Q ICR of 59% 5	Adjusted net income up 24% from € 139 million to € 172 million; ROIC at 8 year high of 16.2% 6	DSO improved to 50.8 (from 52.0 in Q3 2014); leverage ratio of 0.5 compared to 0.9 last year 6
Global MSP spend under management up 27%, RPO revenue up 24% 3	Volumes in October so far indicate a continuation of the trend 11	Randstad acquired RiseSmart, an outplacement innovator 11

"Q3 was another quarter in which mid-single digit growth translated into a solid operational leverage," says Randstad CEO Jacques van den Broek. "We have seen stable growth in most regions, while the focus on perm and HR services continued to pay off. The recent RiseSmart acquisition complements our offering, as technology is playing a more prominent role in the future of our company. This quarter, we celebrated our 55th anniversary, which clearly shows that we have been able to adapt to the ever changing environment. We continue to strengthen the foundations for the next 55 years."

Our annual report 2014 is available on www.randstad.com/annualreport.

financial performance

Core data

			YoY			YoY
in millions of €, unless otherwise indicated - underlying	Q3 2015	Q3 2014	change	% Org.	L4Q 2015	L4Q 2014	change	% Org.
Revenue	4,976.9	4,516.3	10%	5%	18,719.8	17,032.0	10%	5%
Gross profit	933.5	835.4	12%	6%	3,491.8	3,124.7	12%	6%
Operating expenses	684.6	625.2	10%	4%	2,675.9	2,460.3	9%	3%
EBITA, underlying1	248.9	210.2	18%	13%	815.9	664.4	23%	18%
Integration costs	-	0.0			-	14.5
One-offs	7.7	5.7			52.9	34.5
EBITA	241.2	204.5	18%		763.0	615.4	24%
Amortization of intangible assets 2	25.5	36.6			136.8	144.9
Operating profit	215.7	167.9			626.2	470.5
Net finance costs	(5.8)	(11.4)			(44.6)	(21.5)
Share of profit of associates	0.1	0.1			0.4	0.3
Income before taxes	210.0	156.6	34%		582.0	449.3	30%
Taxes on income	(57.0)	(43.3)			(161.5)	(132.9)
Net income	153.0	113.3	35%		420.5	316.4	33%
Adj. net income for holders of ordinary shares 3	172.1	139.3	24%		539.8	440.1	23%
Free cash flow	208.2	249.6	(17)%		431.1	263.2	64%
Net debt	452.7	660.8
Leverage ratio (net debt/12-month EBITDA)	0.5	0.9
DSO (Days Sales Outstanding), moving average	50.8	52.0
Margins (in % of revenue)
Gross margin	18.8%	18.5%			18.7%	18.3%
Operating expenses margin	13.8%	13.8%			14.3%	14.4%
EBITA margin, underlying	5.0%	4.7%			4.4%	3.9%
Share data
Basic earnings per ordinary share (in €)	0.82	0.61	34%		2.23	1.70	31%
Diluted earnings per ordinary share, underlying (in €) 4	0.93	0.77	21%		2.94	2.44	20%

1 EBITA adjusted for integration costs and one-offs.

2 Amortization and impairment of acquisistion-related intangible assets and goodwill, and badwill.

3 Before amortization and impairment of acquisition-related intangible assets and goodwill, badwill, integration costs and one-offs.

4 Before amortization and impairment of acquisition-related intangible assets and goodwill, badwill, integration costs and one-offs. See table "Earnings per share" on page 21.

Revenue

Organic revenue per working day grew by 5.4% in Q3 to € 4,976.9 million (Q2 2015: 6.7%). Reported revenue was 10.2% above Q3 2014, of which FX made up 4.4%. The M&A impact was 0.0%.

In North America, revenue per working day was up 4% (Q2 2015: up 5%). Growth in the US remained broadly stable, with a challenging market in Canada. In Europe, revenue per working day grew by 5% (Q2 2015: up 7%). The Netherlands continued to record double-digit year-on-year growth (up 10%) and France was stable (up 3% YoY), both in line with the market. The topline in Germany improved by 2% YoY. In the 'Rest of the world' region, revenue per working day was up 11% (Q2 2015: up 12%), with Australia (up 10%), China (up 27%) and India (up 16%) all performing well.

Perm fees again grew strongly, up 13% (Q2 2015: up 13%), with North America and Europe up 9% and 15% respectively. In Asia, fee growth was 23%, led by Japan and China. Perm fees made up 2.0% of revenue and 10.5% of gross profit (Q3 2014: 9.8%), excluding the RPO business. Including the RPO business, perm growth is 15%, accounting for 12.9% of gross profit (Q3 2014: 11.5%).

Gross profit

In Q3 2015, gross profit amounted to € 933.5 million. Organic growth was 5.8% (Q2 2015: 7.2%). Currency effects had a positive impact on gross profit of € 43 million compared to Q3 2014.

Gross margin was 18.8%, 30 bp above Q3 2014 (as shown in the graph above). Growth in permanent placements (up 13% in Q3) had a 20 bp favorable impact, with a further +10 bp impact from HRS/others (solid growth in MSP/RPO). The temporary staffing gross margin stabilized in the quarter, which is the result of mix and price.

Operating expenses

On an organic basis operating expenses increased by € 3 million sequentially to € 684.6 million. The sequential FX impact was favorable at € 6 million. Compared to last year, operating expenses were up 4.0% organically, while there was a € 32 million FX impact.

Personnel expenses were 1% higher sequentially. Average headcount (in FTE) amounted to 30,090 for the quarter, 3% higher than in Q2 2015, driven by additional FTEs to cover seasonal fluctuations in our business over the summer and 4% higher YoY. In North America and Europe, the sequential headcount increases were 1% and 3% respectively.

Productivity (measured as gross profit per FTE) was 2.5% higher than last year (Q2 2015: 5.3%) on an organic basis. We operated a network of 4,418 outlets (Q2 2015: 4,416). The expansion of our Inhouse presence has continued (up 3% sequentially), with an offsetting number of branch consolidations, which has kept the total number of outlets flat sequentially.

Operating expenses in Q3 2015 were adjusted for in total € 7.7 million in restructuring and M&A costs in North America and restructuring costs in Iberia. Last year's cost base was adjusted for a total of € 5.7 million in restructuring costs.

EBITA

Underlying EBITA increased organically by 13% to € 248.9 million. Currency effects had a positive impact of € 11 million YoY. The EBITA margin reached 5.0%, up from 4.7% in Q3 2014. On an annualized basis (L4Qs), the underlying EBITA margin improved from 3.9% to 4.4%. We achieved an organic incremental conversion ratio (ICR) of 59% over the last four quarters.

Amortization of intangible assets, impairment of goodwill, and badwill

Amortization of acquisition-related intangible assets amounted to € 25.5 million in the quarter. This is lower than previous quarters, as some prior acquisition-related intangibles have now been fully amortized.

Net finance costs

In Q3 2015, net finance costs reached € 5.8 million, compared with € 11.4 million in Q3 2014. Interest expenses on our net debt position were € 3.7 million, compared to € 4.1 million in Q3 2014. Foreign currency effects had a negative impact of € 2.1 million.

Over the L4Qs, net finance costs have been € 44.6 million, compared to € 21.5 million in the prior L4Q period. The YoY increase is due to higher foreign currency effects, which had a negative impact of € 30.8 million over the L4Qs, compared to a currency gain of € 3.2 million last year.

Tax

The effective tax rate before amortization and impairment of acquisition-related intangibles and goodwill, badwill, integration costs, and one-offs amounted to 27.5% in the first nine months, and is based on the estimated effective tax rate for the whole year 2015 (FY 2014: 30.1%). For 2015, we expect an effective tax rate before amortization and impairment of acquisition-related intangibles and goodwill, badwill, integration costs, and one-offs of between 26% and 28%.

Net income, earnings per share

In Q3 2015, diluted underlying EPS amounted to € 0.93 (Q3 2014: € 0.77). Stock dividend and the exercise of stock options increased the average number of diluted ordinary shares outstanding by 1.3% compared to Q3 2014 (from 182.0 million to 184.3 million).

Invested capital

Our invested capital mainly comprises goodwill, net tax assets, and operating working capital.

	September 30,			December 31,	September 30,
in millions of €, unless otherwise indicated	2015	June 30, 2015	March 31, 2015	2014	2014	June 30, 2014
Goodwill and intangible assets	2,637.0	2,592.1	2,653.5	2,597.5	2,616.7	2,608.6
Operating working capital 1	708.1	762.1	590.3	487.7	601.4	669.9
Net tax assets 2	567.3	597.4	594.0	527.1	513.8	486.8
Other assets/(liabilities) 3	216.2	176.8	139.0	122.8	136.6	109.0
Invested capital	4,128.6	4,128.4	3,976.8	3,735.1	3,868.5	3,874.3
Financed by
Equity	3,675.9	3,553.0	3,551.8	3,313.1	3,207.7	2,996.4
Net debt	452.7	575.4	425.0	422.0	660.8	877.9
Invested capital	4,128.6	4,128.4	3,976.8	3,735.1	3,868.5	3,874.3
Ratios
DSO (Days Sales Outstanding), moving average	50.8	51.2	51.5	51.7	52.0	51.9
Working capital as % of revenue over last 12 months	3.8%	4.2%	3.3%	2.8%	3.5%	4.0%
Leverage ratio (net debt/12-month EBITDA)	0.5	0.7	0.5	0.5	0.9	1.3
Return on invested capital 4	16.2%	15.1%	14.9%	15.8%	14.0%	13.3%

1 Operating working capital: Trade and other receivables minus the current part of financial fixed assets, deferred receipts from disposed group companies and interest receivable minus trade and other payables excluding interest payable.

2 Net tax assets: Deferred income tax assets and income tax receivables less deferred income tax liabilities and income tax liabilities.

3 All other assets/(liabilities), mainly containing property, plant & equipment plus financial assets and associates, less provisions and employee benefit obligations and other

liabilities. 4 Return on invested capital: Underlying EBITA (last 12 months) less income tax paid (last 12 months) as percentage of invested capital.

Return on invested capital reached 16.2%. The main drivers for the increase (both YoY and sequential) are the continued improvement in our profitability and the efficient use of working capital.

The sequential increase in goodwill and intangible assets is related to the RiseSmart acquisition. Purchase price allocation will be performed in Q4, which might change the amount of the goodwill further.

Operating working capital decreased sequentially to € 708 million, in line with the normal seasonal patterns in our business. Working capital moved to 3.8% of revenue, the increase YoY driven by continued business investment/growth. The moving average of Days Sales Outstanding (DSO) improved to 50.8 days (Q3 2014: 52.0), driven by efforts for further improvements in our invoicing and collection processes.

The increase of the net tax asset position compared to last year is mainly related to currency effects on the carry-forward amounts. Net tax assets mainly comprise deferred tax assets related to tax loss carry-forward of subsidiaries, which can be used to offset profits in future years, and differences between the valuation of assets and liabilities according to the financial statements and their valuation for tax purposes.

Other assets comprise property, plant & equipment, financial assets, and associates, less provisions and other liabilities. The increase in this group of assets is mainly due to the Tax Credit and Competitive Employment Act (CICE) subsidy receivable in France.

At the end of Q3 2015, net debt was € 453 million, compared to € 661 million at the end of Q3 2014. Excluding acquisitions, net debt would have been approximately € 363 million. Further analysis of cash flow is given in the next section. The leverage ratio was 0.5 compared to 0.9 a year ago. The documentation of the syndicated credit facility allows a leverage ratio of up to 3.5, while we aim to maintain a maximum leverage ratio of 2.

Cash flow summary

in millions of €	Q3 2015	Q3 2014		L4Q 2015	L4Q 2014	change
EBITA	241.2	204.5	18%	763.0	615.4	24%
Depreciation and amortization of software	16.2	15.7		66.0	64.4
EBITDA	257.4	220.2	17%	829.0	679.8	22%
Working capital	30.2	103.4		(106.3)	6.6
Provisions and employee benefit obligations	(11.6)	(3.7)		(2.6)	(38.3)
Other items	(20.5)	(19.8)		(70.4)	(59.8)
Income taxes	(31.7)	(37.3)		(147.0)	(255.2)
Net cash flow from operating activities	223.8	262.8	(15)%	502.7	333.1	51%
Net capital expenditures	(15.6)	(13.2)		(65.1)	(63.0)
Financial assets	-	-		(6.5)	(6.9)
Free cash flow	208.2	249.6	(17)%	431.1	263.2	64%
Net (acquisitions)/disposals	(89.7)	(1.5)		(91.5)	(4.3)
Issue of ordinary shares	-	-		4.2	4.1
Purchase of own ordinary shares	-	-		(23.6)	(25.7)
Dividend on ordinary shares	-	-		(81.5)	(56.0)
Dividend on preference shares	-	-		(12.6)	(12.1)
Net finance costs	0.5	(10.5)		(11.2)	(25.0)
Translation and other effects	3.7	(20.5)		(6.8)	(15.0)
Decrease of net debt	122.7	217.1		208.1	129.2

On an annualized basis (L4Q), free cash flow was € 431 million, up 64% versus the prior L4Q period. In the quarter, free cash flow vs. the prior year has been impacted by the increase in working capital requirements to support the growth we have seen this year.

Provisions and employee benefit obligations saw a year-on-year L4Q cash flow benefit of € 35.7 million, primarily related to the net increase in provisions for restructuring in 2015 and net withdrawals from provisions in 2014. Other items include an amount resulting from the implementation of the Tax Credit and Competitive Employment Act (CICE) in France. Based on this law and our tax position, we will receive the cash benefit as from 2017.

performance performance by geography

Revenue by geographical area

				organic ∆				organic ∆
in millions of €, underlying	Q3 2015	Q3 2014	change	%1	L4Q 2015	L4Q 2014	change	%1
North America	1,174.8	964.8	22%	4%	4,462.2	3,643.1	22%	5%
France	752.8	727.5	3%	3%	2,776.5	2,776.6	0%	0%
Netherlands	790.2	721.6	10%	10%	2,999.8	2,760.1	9%	10%
Germany	527.3	517.9	2%	2%	1,944.2	1,951.5	0%	(1)%
Belgium & Luxembourg	363.0	353.8	3%	1%	1,329.6	1,280.3	4%	3%
Iberia	319.7	290.8	10%	8%	1,167.3	1,060.9	10%	9%
United Kingdom	227.4	203.7	12%	1%	899.1	805.6	12%	1%
Other European countries	411.9	357.9	15%	11%	1,516.8	1,338.6	13%	11%
Rest of the world	409.8	378.3	8%	11%	1,624.3	1,415.3	15%	13%
Total revenue	4,976.9	4,516.3	10%	5%	18,719.8	17,032.0	10%	5%

EBITA by geographical area

in millions of €, underlying	Q3 2015	EBITA margin	Q3 2014	EBITA margin	organic ∆ %1	L4Q 2015	EBITA margin	L4Q 2014	EBITA margin	organic ∆ %1
North America	74.0	6.3%	55.3	5.7%	13%	235.5	5.3%	166.7	4.6%	21%
France	43.3	5.8%	43.6	6.0%	(1)%	148.5	5.3%	134.3	4.8%	10%
Netherlands	48.0	6.1%	45.5	6.3%	5%	191.0	6.4%	168.7	6.1%	13%
Germany	29.8	5.7%	28.2	5.4%	5%	83.6	4.3%	87.4	4.5%	(4)%
Belgium & Luxembourg	22.1	6.1%	17.3	4.9%	28%	75.6	5.7%	63.3	4.9%	19%
Iberia	15.0	4.7%	13.9	4.8%	7%	48.4	4.1%	38.8	3.7%	25%
United Kingdom	4.6	2.0%	2.9	1.4%	47%	17.7	2.0%	11.1	1.4%	45%
Other European countries	20.7	5.0%	15.2	4.2%	33%	61.0	4.0%	45.8	3.4%	32%
Rest of the world	6.1	1.5%	3.6	1.0%	62%	16.8	1.0%	7.5	0.5%	160%
Corporate	(14.7)		(15.3)			(62.2)		(59.2)
EBITA before integration costs and one
offs 2	248.9	5.0%	210.2	4.7%	13%	815.9	4.4%	664.4	3.9%	18%
Integration costs	-		-			-		(14.5)
One-offs	(7.7)		(5.7)			(52.9)		(34.5)
Total EBITA	241.2		204.5			763.0		615.4

1 Organic change is measured excluding the impact of currencies, acquisitions, disposals, and reclassifications. For revenue, the organic change has been adjusted for the number of working days.

2 Operating profit before amortization and impairment of acquisition-related intangible assets and goodwill, badwill and integration costs, and one-offs.

North America

In North America, revenue growth was 4% YoY (Q2 2015: up 5%) against a 3% tougher comparison base. Reported revenue was 22% above Q3 2014. Gross profit growth was 9% (Q2 2015: up 10%), in line with the 9% growth in perm fees (Q2 2015: up 16%).

In Q3 2015, our combined US businesses grew 5% (Q2 2015: up 6%), with US Staffing/Inhouse growing by 6% (Q2 2015: up 7%). US Professionals gross profit grew 3%, while revenue was up 2% YoY (Q2 2015: up 2%). Randstad Sourceright North America reported 17% net fee growth (Q2 2015: up 25%). Spend under management within MSP was up 18% due to expansion of existing programs and significant new customer wins. In Canada, revenue declined by 4% (Q2 2015: down 2%), ahead of a challenging market. Underlying EBITA margin for the region increased from 5.7% to 6.3%. In the quarter, € 6.4 million of restructuring and M&A charges were taken.

France

In France, revenue was sequentially stable, with growth of 3% (Q2 2015: 4%), which was broadly in line with the market. Staffing and Inhouse revenue increased 3% (Q2 2015: up 4%). Our Professionals business was up 2%, driven by healthcare. Perm fees improved significantly, up 23% compared to last year (Q2 2015: up 6%). Our EBITA margin was 5.8%, compared to 6.0% last year.

Netherlands

In the Netherlands, revenue was up 10% YoY (Q2 2015: up 15%) on a 4% tougher comparison base. In addition, the previous quarter benefited from a favorable working days impact. Overall perm fee growth improved to +28% (Q2 2015: up 21%). Our Staffing and Inhouse businesses grew 9% (Q2 2015: up 15%), broadly in line with the market. Our Professionals business was up 20% (Q2 2015: up 12%). EBITA margin in the Netherlands was 6.1%, compared to 6.3% last year.

Germany

In Germany, revenue per working day was up 2% YoY (Q2 2015: 0%). Our combined Staffing and Inhouse business was up 2% (Q2 2015: 0%), while Professionals improved to +1% (Q2 2015: down 2%). Gross profit also improved, up 2% in the quarter (Q2 2015: down 1%). Underlying EBITA margin in Germany improved to 5.7%, compared to 5.4% last year.

Belgium & Luxembourg

In Belgium & Luxembourg, revenue per working day was up 1% (Q2 2015: up 6%). Our Staffing/Inhouse business grew 1% (Q2 2015: up 7%), while the Professionals business was down 7% (Q2 2015: down 3%). Overall, our focus on client profitability, combined with strong cost control, is paying off. Gross profit increased by +6% (Q2 2015: up 5%), while EBITA margin moved up to 6.1% from 4.9% last year.

Iberia

In Iberia, revenue growth was stable, up 8% (Q2 2015: up 8%), with gross profit growth of 10% (Q2 2015: up 11%). Spain was up 12% (Q2 2015: up 14%), with Staffing/Inhouse combined growing 12% (Q2 2015: up 14%). Our focus on permanent placements (up 32%) and Professionals (up 68%) continues to pay off. In Portugal, revenue declined by 2% (Q2 2015: down 3%), as a result of our focus on client profitability. Overall underlying EBITA margin was 4.7% in Q3 2015, compared to 4.8% in the same period last year. A € 1.3 million restructuring charge was taken in the quarter.

United Kingdom

Revenue per working day in the UK improved marginally and was up 1% compared to the prior year (Q2 2015: 0%). Gross profit was up 2% (Q2 2015: up 5%). Overall perm fee growth was stable, up 4% year-on-year (Q2 2015: up 5%). Our Construction/ Engineering and Education businesses continue to perform well in an increasingly challenging market. EBITA margin continued to improve, now at 2.0% from 1.4% last year.

Other European countries

Across 'Other European countries', revenue per working day grew by 11% (Q2 2015: up 9%). This was supported by accelerating growth in Italy, which was up 20% (Q2 2015: up 16%). In Poland, revenue growth accelerated to +7% (Q2 2015: up 2%), despite a tough comparison base. Revenue in our Swiss business was flat year-on-year, but still ahead of a difficult market (Q2 2015: up 2%). In the Nordics, revenue improved to +11% (Q2 2015: up 7%). Overall EBITA margin reached 5.0% (Q3 2014: 4.2%).

Rest of the world

Overall revenue in the 'Rest of the world' region showed stable growth, up 11% organically (Q2 2015: up 12%). In Japan, revenue grew by 6% in line with the previous quarter (Q2 2015: up 6%). Revenue in Australia/New Zealand grew by 11% (Q2 2015: up 16%) and China improved to 27% growth YoY, against a tough comparison base (Q2 2015: up 20%). Our business in India continued to pick up, growing by 16% (Q2 2015: up 14%), while Latin America grew by 15% (Q2 2015: up 16%), driven by Argentina and Chile. Overall, EBITA margin in these regions improved to 1.5%, from 1.0% last year. We continue to invest in growth.

performance by revenue category

	in millions of €, underlying	Q3 2015	Q3 2014	organic ∆%1	L4Q 2015	L4Q 2014	organic ∆%1
	Revenue	2,918.0	2,680.5	5%	10,933.7	10,136.0	4%
	EBITA	150.6	126.8	20%	479.3	404.1	21%
Staffing	EBITA margin	5.2%	4.7%		4.4%	4.0%
	Revenue	1,089.7	958.5	9%	4,047.5	3,543.4	10%
	EBITA	58.2	50.8	4%	216.5	177.9	11%
Inhouse	EBITA margin	5.3%	5.3%		5.3%	5.0%
	Revenue	969.2	877.3	4%	3,738.6	3,352.6	3%
	EBITA	54.8	47.9	5%	182.3	141.6	19%
Professionals	EBITA margin	5.7%	5.5%		4.9%	4.2%

1 Organic change is measured excluding the impact of currencies, acquisitions, disposals, and reclassifications. For revenue, the organic change has been adjusted for the number of working days.

other information

Outlook

Revenue grew by 5.4% in Q3. In September, revenue grew by 5.7%. Volumes in October so far indicate a continuation of the trend.

The gross margin is expected to be stable sequentially.

For Q4, we expect a minor increase in operating expenses (on an organic basis).

There will be no significant working day impact in Q4.

Acquisitions

Randstad acquired a 100% stake in career transition and outplacement specialist RiseSmart.

Originally identified through the Randstad Innovation Fund (RIF), RiseSmart provides transitioning solutions to companies whose employees are impacted by restructuring, downsizing, mergers and similar events. Powered by a virtual, scalable model, RiseSmart is considered disruptive to traditional competitors by utilizing a proprietary, smart-technology-driven approach, which accelerates the time to place transitioning candidates by 60% compared to the national US average.

Randstad Innovation Fund

Randstad Innovation Fund's latest investment was in Gr8people.

The Gr8people software as a service offering brings sourcing, marketing, hiring and on-boarding strategies to one unified platform. This significantly improves productivity, empowering the free flow of information and driving better and faster talent decisions. The integrated solution fits well with Randstad's goal to offer tailor-made recruitment processes to our clients, while at the same time giving clients the benefits of the platform's all-in-one collaborative recruiting functionalities.

Other items

As previously announced, we intend to offset the dilutive effect from our performance share plans for senior management through share buybacks. The next allocation of shares will take place in February 2016. Based on current performance, we intend to purchase 0.9 million shares in the period between October 29, 2015 and February 17, 2016. As the current plan runs until the end of the year, the number bought back could still increase (theoretically by up to 1.4 million shares to on total 2.3 million shares), as outlined in our remuneration policy in the annual report. Should we be required to allocate more than 0.9 million shares, based on the performance, we intend to buy back the remainder in a second tranche between January 4, 2016 and February 17, 2016.

The share repurchase program will be carried out under the mandate given by the Annual General Meeting of Shareholders on April 2nd, 2015. Within the limits set at that meeting, the maximum price to be paid for Randstad shares will be 110% of the average closing price of the last five preceding trading days on the NYSE Euronext Amsterdam stock exchange.

Randstad has mandated ING Corporate Finance to undertake the program. ING Corporate Finance makes its trading decisions with regard to the number of shares and the timing of the purchases independently of Randstad. Randstad will provide weekly updates on the progress of the program on its corporate website in the investor relations section. Once the maximum number of shares has been repurchased, we will immediately disclose the termination of the program.

Working days

	Q1	Q2	Q3	Q4
2015	62.4	61.6	65.0	63.9
2014	62.4	61.8	64.8	63.5
2013	62.3	62.1	65.0	63.4

Financial calendar

Capital Markets Day 2015 (London)	November 17, 2015
Publication of fourth quarter and annual results 2015	February 18, 2016
Annual General Meeting of Shareholders	March 31, 2016
Publication of first quarter results 2016	April 26, 2016

Analyst and press conference call

Today (October 29th, 2015), at 09:00 am CET, Randstad Holding nv will host an analyst conference call. The dial-in number is +31 20 794 67 21, or +44 20 3059 8125 for international participants. Please quote "Randstad" to gain access to the conference. You can listen to the call through a real-time audio webcast. You can access the webcast and presentation at http:// www.ir.randstad.com/reports-and-presentations/quarterly-results.aspx. A replay of the presentation and the Q&A will be available on our website by the end of the day.

Disclaimer

Certain statements in this document concern prognoses about the future financial condition, risks, investment plans and the results of operations of Randstad Holding and its operating companies, as well as certain plans and objectives. Obviously, such prognoses involve risks and a degree of uncertainty, since they concern future events and depend on circumstances that will apply then. Many factors may contribute to the actual results and developments differing from the prognoses made in this document. These factors include, but are not limited to, general economic conditions, a shortage on the job market, changes in the demand for personnel (including flexible personnel), achievement of cost savings, changes in the business mix, changes in legislation (particularly in relation to employment, staffing and tax laws), the role of industry regulators, future currency and interest fluctuations, our ability to identify relevant risks and mitigate their impact, the availability of credit on financially acceptable terms, the successful completion of company acquisitions and their subsequent integration, successful disposals of companies, and the rate of technological developments. These prognoses therefore apply only on the date on which this document was compiled. The quarterly results as presented in this press release are unaudited.

Randstad profile

Randstad specializes in solutions in the field of flexible work and human resources services. Our services range from regular temporary staffing and permanent placements to Inhouse, Professionals, Search & Selection, and HR Solutions. The Randstad Group is one of the leading HR services providers in the world, with top-three positions in Argentina, Belgium & Luxembourg, Canada, Chile, France, Germany, Greece, India, Mexico, the Netherlands, Poland, Portugal, Spain, Switzerland, the UK, and the United States, as well as major positions in Australia and Japan. In 2014, Randstad had approximately 29,120 corporate employees and around 4,411 branches and Inhouse locations in 39 countries around the world. Randstad generated revenue of € 17.25 billion in 2014. Randstad was founded in 1960 and is headquartered in Diemen, the Netherlands. Randstad Holding nv is listed on the Euronext Amsterdam, where options for stocks in Randstad are also traded. For more information, see www.randstad.com.

interim financial statements

contents

actuals	15
Consolidated income statement	15
Information by geographical area and revenue category	16
Consolidated balance sheet	17
Consolidated statement of cash flows	18
Consolidated statement of comprehensive income	19
Consolidated statement of changes in equity	19
notes to the consolidated interim financial statements	20
Reporting entity	20
Significant accounting policies	20
Basis of presentation	20
Estimates	20
Seasonality	20
Effective tax rate	20
Acquisition of Group companies	20
Disposal of Group companies	20
Shareholders' equity	21
Earnings per share	21
Net debt position	21
Breakdown of operating expenses	21
Depreciation, amortization and impairment of property, plant and equipment, and software	22
French Competitive Employment Act ('CICE')	22
Total comprehensive income	22
Related-party transactions	22
Commitments	22

Events after balance sheet date 22

actuals

Consolidated income statement

in millions of €, unless otherwise indicated	Q3 2015	Q3 2014	9M 2015	9M 2014
Revenue	4,976.9	4,516.3	14,224.1	12,754.1
Cost of services Gross profit	4,043.4 933.5	3,680.9 835.4	11,572.9 2,651.2	10,414.7 2,339.4
Selling expenses	486.3	427.0	1,437.9	1,258.1
General and administrative expenses	206.0	203.9	615.2	585.5
Operating expenses	692.3	630.9	2,053.1	1,843.6
Amortization and impairment of acquisition-related
intangible assets and goodwill, and badwill	25.5	36.6	100.0	108.6
Total operating expenses	717.8	667.5	2,153.1	1,952.2
Operating profit	215.7	167.9	498.1	387.2
Net finance costs	(5.8)	(11.4)	(32.1)	(18.0)
Share of profit of associates	0.1	0.1	0.3	0.2
Income before taxes	210.0	156.6	466.3	369.4
Taxes on income	(57.0)	(43.3)	(123.6)	(107.1)
Net income	153.0	113.3	342.7	262.3
Net income attributable to:
Holders of ordinary shares Randstad Holding nv	149.9	110.2	333.3	252.9
Holders of preference shares Randstad Holding nv	3.1	3.1	9.4	9.4
Equity holders	153.0	113.3	342.7	262.3
Non-controlling interests	0.0	0.0	0.0	0.0
Net income	153.0	113.3	342.7	262.3
Earnings per share attributable to the holders of ordinary
shares of Randstad Holding nv (in € per share): Basic earnings per share	0.82	0.61	1.84	1.42
Diluted earnings per share	0.81	0.61	1.82	1.40
Diluted earnings per share before amortization and impairment of acquisition-related intangible assets and
goodwill, badwill, integration costs, and one-offs	0.93	0.77	2.27	1.86

Information by geographical area and revenue category

Revenue by geographical area

in millions of €	Q3 2015	Q3 2014	9M 2015	9M 2014
North America	1,174.8	964.8	3,422.9	2,726.6
France	752.8	727.5	2,118.3	2,068.0
Netherlands	790.2	721.6	2,252.4	2,047.3
Germany	527.3	517.9	1,467.3	1,472.4
Belgium & Luxembourg	363.0	353.8	1,005.1	958.8
Iberia	319.7	290.8	885.2	804.0
United Kingdom	227.4	203.7	682.0	604.6
Other European countries	411.9	357.9	1,155.2	1,009.7
Rest of the world	409.8	378.3	1,235.7	1,062.7
Total revenue	4,976.9	4,516.3	14,224.1	12,754.1

EBITA by geographical area

in millions of €	Q3 2015	Q3 2014	9M 2015	9M 2014
North America	67.6	55.3	173.9	124.8
France	43.3	43.6	110.9	107.9
Netherlands	48.0	40.4	130.3	114.0
Germany	29.8	27.6	64.0	69.2
Belgium & Luxembourg	22.1	17.3	57.0	47.9
Iberia	13.7	13.9	34.1	29.9
United Kingdom	4.6	2.9	13.7	10.2
Other European countries	20.7	15.2	43.3	36.3
Rest of the world	6.1	3.6	16.4	5.5
Corporate	(14.7)	(15.3)	(45.5)	(44.1)
EBITA before integration costs 1	241.2	204.5	598.1	501.6
Integration costs	-	-	-	(5.8)
Total EBITA	241.2	204.5	598.1	495.8

1 Operating profit before amortization and impairment of acquisition-related intangible assets and goodwill, badwill and integration costs

Revenue by revenue category

in millions of €	Q3 2015	Q3 2014	9M 2015	9M 2014
Staffing	2,918.0	2,680.5	8,288.7	7,557.8
Inhouse Services	1,089.7	958.5	3,090.0	2,665.0
Professionals	969.2	877.3	2,845.4	2,531.3
Total revenue	4,976.9	4,516.3	14,224.1	12,754.1

EBITA by revenue category

in millions of €	Q3 2015	Q3 2014	9M 2015	9M 2014
Staffing	148.3	123.9	359.7	300.9
Inhouse Services	58.2	50.0	161.1	133.4
Professionals	49.4	45.9	122.8	111.4
Corporate	(14.7)	(15.3)	(45.5)	(44.1)
EBITA before integration costs 1	241.2	204.5	598.1	501.6
Integration costs	-	-	-	(5.8)
Total EBITA	241.2	204.5	598.1	495.8

1 Operating profit before amortization and impairment of acquisition-related intangible assets and goodwill, badwill and integration costs

Consolidated balance sheet

	September 30,	December 31,	September 30,
in millions of €	2015	2014	2014
ASSETS
Property, plant and equipment	123.5	128.8	128.9
Intangible assets	2,637.0	2,597.5	2,616.7
Deferred income tax assets	541.4	534.7	521.3
Financial assets and associates	351.5	265.5	237.9
Non-current assets	3,653.4	3,526.5	3,504.8
Trade and other receivables	3,470.1	3,077.9	3,187.5
Income tax receivables	95.4	56.4	55.5
Cash and cash equivalents	165.3	117.1	124.2
Current assets	3,730.8	3,251.4	3,367.2
TOTAL ASSETS	7,384.2	6,777.9	6,872.0
EQUITY AND LIABILITIES
Issued capital	25.8	25.5	25.5
Share premium	2,270.5	2,261.1	2,261.1
Reserves	1,379.6	1,026.5	921.1
Shareholders' equity	3,675.9	3,313.1	3,207.7
Non-controlling interests	0.0	0.0	0.0
Total equity	3,675.9	3,313.1	3,207.7
Borrowings	353.8	315.0	604.7
Deferred income tax liabilities	31.5	34.8	27.8
Provisions and employee benefit obligations	168.1	164.6	136.5
Other liabilities	13.6	12.5	12.4
Non-current liabilities	567.0	526.9	781.4

Borrowings 264.2 224.1 180.3 Trade and other payables 2,762.4 2,589.9 2,588.1 Income tax liabilities 38.0 29.2 35.2 Provisions and employee benefit obligations 69.8 87.7 72.0 Other liabilities 6.9 7.0 7.3 Current liabilities 3,141.3 2,937.9 2,882.9

Liabilities 3,708.3 3,464.8 3,664.3

TOTAL EQUITY AND LIABILITIES 7,384.2 6,777.9 6,872.0

Consolidated statement of cash flows

in millions of €	Q3 2015	Q3 2014	9M 2015	9M 2014
Operating profit	215.7	167.9	498.1	387.2
Amortization and impairment of acquisition-related
intangible assets and goodwill, and badwill	25.5	36.6	100.0	108.6
EBITA	241.2	204.5	598.1	495.8
Depreciation of property, plant and equipment	11.1	11.3	34.0	33.9
Amortization of software	5.1	4.4	14.8	14.1
EBITDA	257.4	220.2	646.9	543.8
Provisions and employee benefit obligations	(11.6)	(3.7)	(21.0)	(11.8)
Share-based payments	6.8	6.5	22.3	20.7
Loss on disposals of property, plant and equipment	0.2	0.2	0.3	0.3
Gain on disposals of activities	-	-	(1.6)	-
Other non-cash items	(27.5)	(26.5)	(78.0)	(74.8)
Cash flow from operations before operating working
capital and income taxes	225.3	196.7	568.9	478.2
Trade and other receivables	(89.6)	(51.6)	(332.7)	(183.1)
Trade and other payables	119.8	155.0	112.1	77.7
Operating working capital	30.2	103.4	(220.6)	(105.4)
Income taxes	(31.7)	(37.3)	(121.0)	(90.7)
Net cash flow from operating activities	223.8	262.8	227.3	282.1
Additions in property, plant and equipment	(8.7)	(10.5)	(29.7)	(30.4)
Additions in software	(7.2)	(3.9)	(16.3)	(12.4)
Disposals of property, plant and equipment	0.3	1.2	3.7	2.3
Acquisition of subsidiaries, associates/buyouts and equity
investments	(89.8)	(1.7)	(93.2)	(3.6)
Disposals of activities	0.1	0.2	4.0	0.2
Net cash flow from investing activities	(105.3)	(14.7)	(131.5)	(43.9)
Issue of new ordinary shares	-	-	4.2	1.5
Purchase of own ordinary shares	-	-	(23.6)	(25.7)
(Net repayments of)/ net drawings on non-current
borrowings	(192.6)	(209.1)	21.9	(162.9)
Net financing	(192.6)	(209.1)	2.5	(187.1)
Net finance costs	0.5	(10.5)	(0.1)	(19.3)
Dividend on ordinary shares	-	-	(81.5)	(56.0)
Dividend on preference shares	-	-	(12.6)	(12.1)
Net reimbursement to financiers	0.5	(10.5)	(94.2)	(87.4)
Net cash flow from financing activities	(192.1)	(219.6)	(91.7)	(274.5)
Net (decrease)/ increase in cash, cash equivalents, and
current borrowings	(73.6)	28.5	4.1	(36.3)
Cash, cash equivalents, and current borrowings at
beginning of period	(27.6)	(80.4)	(107.0)	(17.6)
Net movement	(73.6)	28.5	4.1	(36.3)
Translation gains / (losses)	2.3	(4.2)	4.0	(2.2)
Cash, cash equivalents, and current borrowings at end of
period	(98.9)	(56.1)	(98.9)	(56.1)
Free cash flow	208.2	249.6	185.0	241.6

Consolidated statement of comprehensive income

		July 1 - September 30, 2015		July 1 - September 30, 2014
in millions of €	Shareholders' equity	Non-controlling interests	Total equity	Shareholders' equity	Non-controlling interests	Total equity
Net income for the period	153.0	0.0	153.0	113.3	0.0	113.3
Translation differences	(36.9)	0.0	(36.9)	91.5	0.0	91.5
Total comprehensive income	116.1	0.0	116.1	204.8	0.0	204.8

	January 1 - September 30, 2015			January 1 - September 30, 2014
	Non			Non
	Shareholders'	controlling		Shareholders'	controlling
in millions of €	equity	interests	Total equity	equity	interests	Total equity
Net income for the period	342.7	0.0	342.7	262.3	0.0	262.3
Translation differences	111.9	0.0	111.9	108.8	0.0	108.8
Total comprehensive income	454.6	0.0	454.6	371.1	0.0	371.1

Consolidated statement of changes in equity

	July 1 - September 30, 2015			July 1 - September 30, 2014
	Shareholders'	Non-controlling		Shareholders'	Non-controlling
in millions of €	equity	interests	Total equity	equity	interests	Total equity
Value at July 1	3,553.0	0.0	3,553.0	2,996.4	0.0	2,996.4
Comprehensive income	116.1	0.0	116.1	204.8	0.0	204.8
Share-based payments	6.8	-	6.8	6.5	-	6.5
Tax on share-based payments	0.0	-	0.0	0.0	-	0.0
Value at September 30	3,675.9	0.0	3,675.9	3,207.7	0.0	3,207.7

		January 1 - September 30, 2015		January 1 - September 30, 2014
		Non			Non
	Shareholders'	controlling		Shareholders'	controlling
in millions of €	equity	interests	Total equity	equity	interests	Total equity
Value at January 1	3,313.1	0.0	3,313.1	2,907.8	0.0	2,907.8
Comprehensive income	454.6	0.0	454.6	371.1	0.0	371.1
Cash dividend on ordinary shares	(81.5)	-	(81.5)	(56.0)	-	(56.0)
Dividend on preference shares	(12.6)	-	(12.6)	(12.1)	-	(12.1)
Share-based payments	22.3	-	22.3	20.7	-	20.7
Tax on share-based payments	(0.6)	-	(0.6)	0.4	-	0.4
Issue of ordinary shares	4.2	-	4.2	1.5	-	1.5
Purchase of own ordinary shares	(23.6)	-	(23.6)	(25.7)	-	(25.7)
Value at September 30	3,675.9	0.0	3,675.9	3,207.7	0.0	3,207.7

notes to the consolidated interim financial statements

Reporting entity

Randstad Holding nv is a public limited liability company incorporated and domiciled in the Netherlands and listed on Euronext Amsterdam.

The consolidated interim financial statements of Randstad Holding nv as at and for the nine-month period ended September 30, 2015 include the company and its subsidiaries (together called 'the Group').

Significant accounting policies

These consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations issued by the International Accounting Standards Board (IASB), as adopted by the European Union (hereinafter: IFRS).

The accounting policies applied by the Group in these consolidated interim financial statements are unchanged from those applied by the Group in its consolidated financial statements as at and for the year ended December 31, 2014.

Basis of presentation

These consolidated interim financial statements have been condensed and prepared in accordance with (IFRS) IAS 34 'Interim Financial Reporting'; they do not include all the information required for full (i.e., annual) financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended December 31, 2014.

The consolidated financial statements of the Group as at and for the year ended December 31, 2014 are available upon request at the Company's office or on www.randstadannualreport.com.

Estimates

The preparation of consolidated interim financial statements requires the Group to make certain judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

In preparing these consolidated interim financial statements, the significant judgments, estimates, and assumptions are the same as those applied to the consolidated financial statements as at and for the year ended December 31, 2014.

Seasonality

The Group's activities are affected by seasonal patterns. The volume of transactions throughout the year fluctuates per quarter, depending on demand as well as on variations in items such as the number of working days, public holidays and holiday periods. The Group usually generates its strongest revenue and profits in the second half of the year, while the cash flow in the second quarter is usually negative due to the timing of payments of holiday allowances and dividend; cash flow tends to be strongest in the second half of the year.

Effective tax rate

The effective tax rate for the nine-month period ended on September 30, 2015 is 26.5% (9m 2014: 29.0%), and is based on the estimated effective tax rate for the full year 2015 (actual effective tax rate for FY 2014: 29.9%).

Acquisition of Group companies

In Q3 2015, we had a cash outflow from acquired Group companies and equity investments in the amount of € 89.8 million (2014: € 1.7 million), of which € 88.4 million relates to the acquisition of RiseSmart Inc, San Jose, California, USA as per September 24, 2015. YTD Q3: € 93.2 million (2014: € 3.6 million).

The results of this acquired company are consolidated as of October 1, 2015. The carrying amount of the net assets acquired is some € 3 million. These net assets have been consolidated in the balance sheet as of September 30, 2015. No purchase price allocation has been performed yet due to time constraints between the moment of acquisition and the balance sheet date. A provisional purchase price allocation will be performed in Q4 2015.

Disposal of Group companies

In Q3 2015, we had € 0.1 million cash inflow from disposed businesses (Q3 2014: € 0.2 million). YTD Q3: € 4.0 million (2014: € 0.2 million). This is mainly from the sale of certain Australian activities in the first half of this year.

Shareholders' equity Issued number of ordinary shares

	2015	2014
January 1	180,109,671	177,433,667
Stock dividend	2,728,720	2,620,921
Share-based payments	180,844	55,083
September 30	183,019,235	180,109,671

As at September 30, 2015, the Group held 272,835 treasury shares (September 30 and December 31 2014: 277,489). The average number of (diluted) ordinary shares outstanding has been adjusted for these treasury shares.

As at September 30, 2015 and December 31, 2014, the number of issued preference shares was 25,200,000 (type B) and 50,130,352 (type C).

Earnings per share

in millions of €, unless otherwise indictated	Q3 2015	Q3 2014	9M 2015	9M 2014
Net income	153.0	113.3	342.7	262.3
Results of non-controlling interests	0.0	0.0	0.0	0.0
Net income attributable to holders of preference shares	3.1	3.1	9.4	9.4
Net income attributable to holders of ordinary shares	149.9	110.2	333.3	252.9
Amortization of intangible assets 1	25.5	36.6	100.0	108.6
Integration costs and one-offs	7.7	5.7	19.1	11.5
Tax effect on amortization, integration costs, and one-offs	(11.0)	(13.2)	(37.2)	(37.7)
Net income for holders of ordinary shares (adjusted)	172.1	139.3	415.2	335.3
Average number of ordinary shares outstanding	182.7	179.8	181.4	178.6
Average number of diluted ordinary shares outstanding	184.3	182.0	183.0	180.8
Earnings per share attributable to the holders of ordinary
shares of Randstad Holding nv (in € per share):
Basic earnings per share	0.82	0.61	1.84	1.42
Diluted earnings per share	0.81	0.61	1.82	1.40
Diluted earnings per share before amortization and
impairment of acquisition-related intangible assets and
goodwill, badwill, integration costs, and one-offs 2	0.93	0.77	2.27	1.86

1 Amortization and impairment of acquisistion-related intangible assets and goodwill, and badwill. 2 Diluted EPS underlying

Net debt position

The net debt position as at September 30, 2015 (€ 452.7 million) was € 30.7 million higher compared to the net debt position as at December 31, 2014 (€ 422 million). This is mainly due to YTD Q3 positive free cash flow of € 185.0 million, more than offset by negative cash flows from acquisitions (mainly Q3), dividends and purchase of ordinary shares.

Breakdown of operating expenses

in millions of €	Q3 2015	Q3 2014	9M 2015	9M 2014
Personnel expenses	525.8	474.0	1,564.8	1,380.6
Other operating expenses	166.5	156.9	488.3	463.0
Operating expenses	692.3	630.9	2,053.1	1,843.6

Depreciation, amortization and impairment of property, plant and equipment, and software
------------------------------------------------------------------------------------------

in millions of €	Q3 2015	Q3 2014	9M 2015	9M 2014
Depreciation of property, plant and equipment	11.1	11.3	34.0	33.9
Amortization of software	5.1	4.4	14.8	14.1
Total depreciation and amortization	16.2	15.7	48.8	48.0

French Competitive Employment Act ('CICE')

Included in the consolidated balance sheet under 'financial assets and associates' is an amount of € 248.5 million (December 31, 2014: € 170.2 million) relating to a receivable arising from tax credits under the French Competitive Employment Act ('CICE'). This receivable is presented under non-current assets in the balance sheet, since the amount is expected to have a maturity of more than one year, due to the combined effect of the legal regulations of these 'CICE' arrangements and the income tax situation of our French operations. In the cash flow statement, this amount is presented in the line 'other non-cash items' under cash flow from operating activities, since the 'CICE' arrangements are considered to be related to operating activities.

Total comprehensive income

Apart from net income for the period, total comprehensive income comprises translation differences and related tax effects that may be reclassified to the income statement in a future reporting period.

Related-party transactions

There are no material changes in the nature, scope, and (relative) scale in this reporting period compared to last year. More information is included in notes 22, 23 and 24 to the consolidated financial statements as at and for the year ended December 31, 2014.

Commitments

There are no material changes in the nature and scope of commitments compared to last year. More information is included in note 27 to the consolidated financial statements as at and for the year ended December 31, 2014.

Events after balance sheet date

Subsequent to the date of the balance sheet, no events material to the Group as a whole occurred that require disclosure in this note.