Randstad N.V. — Interim / Quarterly Report 2016

Apr 26, 2016

contents

Q1 2016: mid-single-digit growth trend continues	2
financial performance	3
Core data	3
Invested capital	6
Cash flow summary	7
performance	8
North America	9
Netherlands	9
France	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 12

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

Q1 2016: mid-single-digit growth trend continues

Revenue of € 4,702 million; organic growth +5.0%; gross profit up 3.8% 3	Topline grew 6% in Europe, +3% in North America and +5% in Rest of the world 3	Gross margin stable YoY at 18.4%; perm fees up 6.6%, now 11.5% of gross profit (vs. 11.3% last year) 4
Underlying EBITA of € 168.9 million (+10% organically); EBITA margin up 10 bp to 3.6%; L4Q ICR of 51% 5	Adjusted net income up 35% to € 123 million; ROIC at 19.5% (vs. 14.9% last year) 5	DSO improved to 50.8 (from 51.5 in Q1 2015); leverage ratio of 0.3 (vs. 0.5 last year) 6
Proffice acquisition consolidated as of February 4, 2016 20	L4Q EBITA margin of 4.5% (+30 bp YoY) 5	Randstad Award conducted in 25 countries, surveying 5,000 companies 2

"Despite global economic uncertainty we again achieved mid-single-digit growth and a >50% incremental conversion rate. Our growth rate and outperformance in France, both in staffing and in permanent placements, and the increasing growth in Germany, are signs of improving conditions in Europe." says Randstad CEO Jacques van den Broek "Our M&A activity has led to the consolidation of the Proffice figures in the Nordics, and RiseSmart showed good growth in the US Career Transition market, proving the value of new and disruptive business models driven by technology."

Our Annual Report 2015 is available on www.ir.randstad.com/

financial performance

Core data

			YoY				YoY
in millions of €, unless otherwise indicated - underlying	Q1 2016	Q1 2015	change	% Org.	L4Q 2016	L4Q 2015	change	% Org.
Revenue	4,701.5	4,431.4	6%	5%	19,489.3	17,711.5	10%	6%
Gross profit	865.4	814.8	6%	4%	3,645.1	3,277.5	11%	6%
Operating expenses	696.5	661.7	5%	3%	2,767.4	2,541.4	9%	4%
EBITA, underlying1	168.9	153.1	10%	10%	877.7	736.1	19%	15%
Integration costs	0.1	-			0.1	0.9
One-offs	3.1	9.2			23.8	48.7
EBITA	165.7	143.9	15%		853.8	686.5	24%
Amortization of intangible assets 2	30.4	40.2			117.5	149.6
Operating profit	135.3	103.7			736.3	536.9
Net finance income /(costs)	5.2	(22.3)			(1.6)	(50.2)
Share of profit of associates	0.0	0.1			0.6	0.3
Result on disposal of associates	-	-			6.1	-
Income before taxes	140.5	81.5	72%		741.4	487.0	52%
Taxes on income	(38.0)	(22.0)			(179.6)	(142.3)
Net income	102.5	59.5	72%		561.8	344.7	63%
Adj. net income for holders of ordinary shares 3	122.8	90.8	35%		640.3	470.9	36%
Free cash flow	62.5	36.2	73%		525.1	449.7	17%
Net debt	296.4	425.0
Leverage ratio (net debt/12-month EBITDA)	0.3	0.5
DSO (Days Sales Outstanding), moving average	50.8	51.5
Margins (in % of revenue)
Gross margin	18.4%	18.4%			18.7%	18.5%
Operating expenses margin	14.8%	14.9%			14.2%	14.3%
EBITA margin, underlying	3.6%	3.5%			4.5%	4.2%
Share data
Basic earnings per ordinary share (in €)	0.54	0.31	74%		3.01	1.84	64%
Diluted earnings per ordinary share, underlying (in €)3	0.67	0.50	34%		3.49	2.59	35%

1 EBITA adjusted for integration costs and one-offs.

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

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

Revenue

Organic revenue per working day grew by 5.0% in Q1 to € 4,701.5 million (Q4 2015: up 6.6%). Reported revenue was 6.1% above Q1 2015, of which FX accounted for -0.6% and M&A contributed +1.7%. There was a 2.2% tougher comparison base impact in the quarter.

In North America, revenue per working day was up 3% (Q4 2015: up 4%), with the USA growing 3%. In Europe, revenue per working day grew by 6% (Q4 2015: up 7%). The Netherlands grew 6%, impacted by the loss of the government payrolling business. France and Germany were up 9% and 5%, respectively. In the 'Rest of the world' region, revenue increased 5% (Q4 2015: up 7%); Australia was up 5% and China was up 6%. Global MSP spend under management was up 27%, RPO revenue was up 7%

Perm fees grew 7% (Q4 2015: up 13%), with North America and Europe up 6% and 9% respectively. In Asia, perm fee growth was 12%. Perm fees made up 2.1% of revenue and 11.5% of gross profit (Q1 2015: 11.3%), excluding the RPO business. Including the RPO business, perm growth was also 7%, accounting for 13.8% of gross profit (Q1 2015: 13.9%).

Gross profit

In Q1 2016, gross profit amounted to € 865.4 million. Organic growth was 3.8% (Q4 2015: 6.9%). Currency effects had a negative impact on gross profit of € 2.5 million compared to Q1 2015.

Gross margin including the Proffice consolidation was stable year-on-year at 18.4%. The temp margin impact on the gross margin was flat, benefiting from a favorable mix offsetting the ongoing challenging pricing environment. Permanent placements added 10bp, while HRS was down 10bp impacted by the loss of the Dutch payrolling business. Overall, Proffice had a beneficial impact of 10bp to the Group gross margin.

Operating expenses

Operating expenses decreased to € 696.5 million, down € 2.1 million sequentially. Organically, operating expenses decreased € 13.2 million sequentially, whilst FX impact was also favorable at € 5.0 million. Proffice added € 16.1 million to operating expenses.

Compared to last year, operating expenses were up 2.6% organically, while there was a € 2.8 million FX impact and a € 21.4 million M&A impact.

OPEX development Q4 -> Q1

On an organic basis personnel expenses were down € 6.6 million sequentially. Average headcount (in FTE) amounted to 30,920 for the quarter, 1.4% higher sequentially and 6.6% higher year-on-year, which can be largely explained by the Proffice acquisition. Sequential headcount increases were 3% in North America and 8% in Europe (particularly Spain, Italy and Nordics).

Productivity (measured as gross profit per FTE) was flat YoY (Q4 2015: 3.1%) on an organic basis. We operated a network of 4,615 outlets (Q4 2015: 4,473), with the majority of the increase relating to the Proffice acquisition. The expansion of our Inhouse & other onsite presence has continued (up 5% sequentially), more than offsetting the number of branch consolidations.

Operating expenses in Q1 2016 were adjusted for a total of € 3.2 million in one-offs and integration costs. Last year's cost base was adjusted for a total of € 9.2 million in restructuring costs.

EBITA

Underlying EBITA increased organically by 10.1% to € 168.9 million. Currency effects had a positive impact of € 0.3 million yearon-year. EBITA margin reached 3.6%, up from 3.5% in Q1 2015. On an annualized basis, underlying EBITA margin improved from 4.2% to 4.5%. We achieved an organic incremental conversion ratio (ICR) of 51% over the last four quarters.

Amortization of intangible assets and impairment of goodwill

Amortization of acquisition-related intangible assets amounted to € 30.4 million in the quarter. This now includes the amortization on the intangibles related to the acquisition of Proffice.

Net finance costs

In Q1 2016, net finance income was € 5.2 million, compared with € 22.3 million of finance costs in Q1 2015. Interest expenses on our net debt position were € 2.8 million, compared to € 3.1 million in Q1 2015. Foreign currency effects had a positive impact of € 5.0 million (Q1 2015: negative impact of € 20.2 million). The remaining € 3.0 million income (Q1 2015: € 1.0 million) relates primarily to the adjustments in the valuation of certain assets and liabilities.

Tax

The effective tax rate before amortization and impairment of acquisition-related intangibles and goodwill, integration costs, and one-offs amounted to 27.7% (FY 2015: 25.5%). For 2016, we expect an effective tax rate before amortization and impairment of acquisition-related intangibles and goodwill, integration costs, and one-offs of between 26% and 28%.

Net income, earnings per share

In Q1 2016, diluted underlying EPS amounted to € 0.67 (Q1 2015: € 0.50). Stock dividend and the exercise of stock options increased the average number of diluted ordinary shares outstanding by 1.1% compared to Q1 2015 (from 181.2 million to 183.2 million).

Invested capital

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

		December 31,	September 30,
in millions of €, unless otherwise indicated	March 31, 2016	2015	2015	June 30, 2015	March 31, 2015
Goodwill and acquisition related intangible assets 1	2,735.7	2,603.3	2,596.1	2,553.1	2,614.0
Operating working capital (OWC) 2	632.9	621.4	708.1	762.1	590.3
Net tax assets 3	498.4	516.8	567.3	597.4	594.0
All other assets/(liabilities) 4	13.1	293.4	257.1	215.8	178.5
Invested capital	3,880.1	4,034.9	4,128.6	4,128.4	3,976.8
Financed by
Total Equity	3,583.7	3,861.7	3,675.9	3,553.0	3,551.8
Net debt	296.4	173.2	452.7	575.4	425.0
Invested capital	3,880.1	4,034.9	4,128.6	4,128.4	3,976.8
Ratios
DSO (Days Sales Outstanding), moving average	50.8	50.7	50.8	51.2	51.5
OWC as % of revenue over last 12 months	3.2%	3.2%	3.8%	4.2%	3.3%
Leverage ratio (net debt/12-month EBITDA)	0.3	0.2	0.5	0.7	0.5
Return on invested capital 5	19.5%	18.8%	16.2%	15.1%	14.9%

1 Starting this quarter, we have slightly changed our presentation. In prior years software was included in "goodwill and intangible assets". Software is now included in "Other assets/(liabilities)" resulting in "Goodwill and acquisition related intangible assets", representing items resulting from acquisitions. Comparative amounts have been adjusted accordingly.

2 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.

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

4 All other assets/(liabilities), mainly containing property, plant & equipment, software plus financial assets and associates, less provisions and employee benefit obligations and other liabilities. As at March 31, 2016 dividend payable is also included.

5 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 19.5%. The main driver for the increase (both YoY and sequential), has been the continued improvement in our profitability and the efficient use of working capital. The timing of the dividend announcement has also had an impact.

Operating working capital was stable sequentially. Working capital as a percentage of sales was 3.2%, down 10bp compared to last year. The moving average of Days Sales Outstanding (DSO) improved to 50.8 days (Q1 2015: 51.5), driven by our continued efforts to further improve our invoicing and collection processes.

All other assets/(liabilities) comprise property, plant & equipment, software, financial assets, and associates, less provisions and other liabilities. The sequential decrease is explained by the timing of the dividend announcement (€ 319.8 million), which this year occurred in Q1, whereas last year it was in Q2.

At the end of Q1 2016, net debt was € 296 million, compared to € 425 million at the end of Q1 2015. Further analysis of cash flow is given in the next section. The leverage ratio was 0.3, compared to 0.5 in the previous year. 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 €	Q1 2016	Q1 2015	change	L4Q 2016	L4Q 2015	change
EBITA	165.7	143.9	15%	853.8	686.5	24%
Depreciation and amortization of software	15.8	16.3		64.2	65.0
EBITDA	181.5	160.2	13%	918.0	751.5	22%
Working capital	(27.7)	(58.9)		(90.7)	(28.0)
Provisions and employee benefit obligations	(6.9)	0.0		(39.3)	8.6
Other items	(16.6)	(15.5)		(72.5)	(67.5)
Income taxes	(53.9)	(36.4)		(122.9)	(143.3)
Net cash flow from operating activities	76.4	49.4	55%	592.6	521.3	14%
Net capital expenditures	(13.9)	(13.2)		(63.7)	(65.1)
Financial assets	-	-		(3.8)	(6.5)
Free cash flow	62.5	36.2	73%	525.1	449.7	17%
Net disposals/(acquisitions)	(176.3)	0.1		(260.3)	(4.1)
Issue of ordinary shares	-	2.1		2.1	2.1
Purchase of own ordinary shares	(14.1)	(23.6)		(48.8)	(23.6)
Dividend on ordinary shares	-	-		(81.5)	(56.0)
Dividend on preference shares	-	-		(12.6)	(12.1)
Net finance costs	(1.0)	0.7		(10.8)	(27.9)
Translation and other effects	5.7	(18.5)		15.4	(39.1)
Net (increase) / decrease of net debt	(123.2)	(3.0)		128.6	289.0

In the quarter, free cash flow was € 62.5 million, up 73% versus the prior year. Over the L4Qs, free cash flow was € 525.1 million, up 17% versus the prior-year L4Qs.

Working capital requirements were lower, which was mainly attributable to the improved DSO. Provisions and employee benefit obligations saw a year-on-year cash outflow, primarily related to the net withdrawals from restructuring provisions taken previously. Higher income taxes paid reflect our improved profitability.

Other items include an amount resulting from 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 and onwards.

performance performance by geography

Split by geography

Revenue by geographical area

				organic ∆				organic ∆
in millions of €, underlying	Q1 2016	Q1 2015	change	%1	L4Q 2016	L4Q 2015	change	%1
North America	1,141.1	1,074.7	6%	3%	4,719.8	3,989.7	18%	4%
Netherlands	750.9	711.0	6%	6%	3,116.8	2,857.8	9%	9%
France	679.0	619.4	10%	9%	2,904.7	2,724.4	7%	6%
Germany	477.6	460.1	4%	5%	1,987.1	1,934.3	3%	2%
Belgium & Luxembourg	305.4	313.2	(2)%	(2)%	1,342.5	1,302.5	3%	3%
Iberia	289.1	270.7	7%	8%	1,211.9	1,114.1	9%	9%
United Kingdom	216.8	224.3	(3)%	1%	902.0	848.9	6%	0%
Other European countries	449.7	352.5	28%	10%	1,673.8	1,414.1	18%	11%
Rest of the world	391.9	405.5	(3)%	5%	1,630.7	1,525.7	7%	9%
Total revenue	4,701.5	4,431.4	6%	5%	19,489.3	17,711.5	10%	6%

EBITA by geographical area

in millions of €, underlying	Q1 2016	EBITA margin	Q1 2015	EBITA margin	organic ∆ %1	L4Q 2016	EBITA margin	L4Q 2015	EBITA margin	organic ∆ %1
North America	47.2	4.1%	37.5	3.5%	24%	258.8	5.5%	193.9	4.9%	16%
Netherlands	36.0	4.8%	42.4	6.0%	(15)%	188.0	6.0%	180.3	6.3%	4%
France	32.2	4.7%	25.7	4.1%	25%	155.2	5.3%	145.9	5.4%	6%
Germany	17.9	3.7%	15.8	3.4%	13%	97.8	4.9%	82.8	4.3%	18%
Belgium & Luxembourg	17.1	5.6%	17.0	5.4%	0%	79.7	5.9%	69.2	5.3%	15%
Iberia	11.4	3.9%	9.3	3.4%	23%	53.5	4.4%	44.1	4.0%	21%
United Kingdom	6.7	3.1%	4.6	2.1%	50%	24.1	2.7%	15.2	1.8%	49%
Other European countries	11.7	2.6%	9.6	2.7%	17%	64.0	3.8%	54.5	3.9%	15%
Rest of the world	4.6	1.2%	6.1	1.5%	(15)%	19.3	1.2%	11.8	0.8%	63%
Corporate	(15.9)		(14.9)			(62.7)		(61.6)
EBITA before integration costs and one
offs 2	168.9	3.6%	153.1	3.5%	10%	877.7	4.5%	736.1	4.2%	15%
Integration costs	(0.1)		-			(0.1)		(0.9)
One-offs	(3.1)		(9.2)			(23.8)		(48.7)
Total EBITA	165.7		143.9			853.8		686.5

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, integration costs, and one-offs.

North America

In North America, revenue growth was 3% year-on-year (Q4 2015: up 4%). Reported revenue was 6% above Q1 2015. Gross profit growth was 4%, with 6% growth in perm fees.

In Q1 2016, our combined US businesses grew 3% (Q4 2015: up 5%), slightly impacted by the timing of Easter. US Staffing/Inhouse grew by 6% (Q4 2015: up 7%). US Professionals revenue was stable year-on-year (Q4 2015: 0%). In Canada, revenue was flat (Q4 2015: down 2%), ahead of a challenging market. Underlying EBITA margin for the region increased from 3.5% last year to 4.1% in Q1 2016.

Netherlands

In the Netherlands, revenue was up 6% year-on-year (Q4 2015: up 9%), impacted by the loss of government payrolling. In addition, price pressure continued. Overall perm fees were down 19% (Q4 2015: up 3%). Our Staffing and Inhouse businesses grew 6% (Q4 2015: up 7%). Excluding the lost payroll revenue our Staffing/Inhouse business was up 13%. Our Professionals business grew 5% (Q4 2015: up 21%). EBITA margin in the Netherlands was 4.8%, compared to 6.0% last year.

France

In France, revenue growth was 9% (Q4 2015: +10%), ahead of the market. Staffing and Inhouse revenue increased 8% (Q4 2015: up 10%). Our Professionals business was up 12%, again driven by strong performance in our healthcare business. Perm fees were up 27% compared to last year (Q4 2015: up 29%). Our EBITA margin was 4.7%, compared to 4.1% last year, supported by the release of an accrual.

Germany

In Germany, revenue per working day was up 5% year-on-year (Q4 2015: up 1%). Our combined Staffing and Inhouse business was up 5% (Q4 2015: up 2%), while Professionals was up 8% (Q4 2015: down 1%). Underlying EBITA margin in Germany improved to 3.7%, compared to 3.4% last year.

Belgium & Luxembourg

In Belgium & Luxembourg, revenues were down 3% (Q4 2015: up 6%), impacted by loss of some large accounts (partially driven by our focus on client profitability). Our Staffing/Inhouse business was down 2% (Q4 2015: up 8%), while the Professionals business was down 6% (Q4 2015: down 5%). Our EBITA margin moved up to 5.6%, from 5.4% last year.

Iberia

In Iberia, revenue increased 8% (Q4 2015: up 11%). Spain was up 9% (Q4 2015: up 16%), with Staffing/Inhouse combined growing 9% (Q4 2015: up 15%). Our focus on permanent placements (up 36%) and Professionals (up 19%) continued to pay off. In Portugal, revenue improved by 4% (Q4 2015: up 1%). However, our continued focus on client profitability has helped push gross profit growth to 10%. Overall underlying EBITA margin was 3.9% in Q1 2016, compared to 3.4% in the same period last year.

United Kingdom

Revenue per working day in the UK grew 1% compared to the prior year (Q4 2015: down 4%). Gross profit growth also improved, up 2% (Q4 2015: flat). Overall perm fee growth was up 2% year-on-year (Q4 2015: up 11%). EBITA margin continued to improve, now at 3.1% from 2.1% last year.

Other European countries

Across 'Other European countries', revenue per working day grew 10% (Q4 2015: up 13%). This was supported by solid growth continuing in Italy, which was up 11% (Q4 2015: up 19%). In Poland, revenue growth continued, reaching 11% (Q4 2015: up 10%). Revenue in our Swiss business was up 5% year-on-year (Q4 2015: 3%). In the Nordics, on an organic basis, revenues were flat (Q4 2015: up 7%). The Proffice acquisition (consolidated as from February 4) added € 67.9 million in revenues and € 1.7 million to EBITA. Overall EBITA margin for the 'Other European countries' region was 2.6% (Q1 2015: 2.7%).

Rest of the world

Overall revenue in the 'Rest of the world' region grew 5% organically (Q4 2015: up 7%). In Japan, revenue grew 3% (Q4 2015: up 1%). Revenue in Australia/New Zealand grew 5% (Q4 2015: up 5%), while revenue in China grew 6% year-on-year (Q4 2015: up 7%). Our business in India grew 5% (Q4 2015: up 11%), while in Latin America revenue grew 10% (Q4 2015: up 15%), driven by Argentina and Chile. Overall EBITA margin in this region was 1.2%, compared to 1.5% last year.

performance by revenue category

of working days.

other information

Outlook

Revenue grew by 5.0% in Q1. In March, revenue grew by 4.6%. Volumes in early April indicate a continuation of the March trend.

Gross margin is expected to be seasonally up sequentially.

For Q2, we expect a moderate seasonal increase in underlying operating expenses sequentially.

Working day impact in Q2 is expected to be +2.4%. However, it should be noted that Easter fell in March this year, whereas last year it fell in April.

Working days

	Q1	Q2	Q3	Q4
2016	62.5	63.1	64.8	62.8
2015	62.4	61.6	65.0	63.9
2014	62.4	61.8	64.8	63.5

Financial calendar

Publication of second quarter results 2016	July 26, 2016
Publication of third quarter results 2016	October 25, 2016
Capital Markets Day 2016	November 23, 2016
Publication of fourth quarter and annual results 2016	February 14, 2017

Analyst and press conference call

Today (April 26, 2016), at 09:00 am CET, Randstad Holding 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/resultsand-events-center/. 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, outplacement, 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 2015, Randstad had approximately 29,750 corporate employees and around 4,473 branches and Inhouse locations in 39 countries around the world. Randstad generated revenue of € 19.2 billion in 2015. 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	14
Consolidated income statement	14
Information by geographical area and revenue category	15
Consolidated balance sheet	16
Consolidated statement of cash flows	17
Consolidated statement of comprehensive income	18
Consolidated statement of changes in equity	18
notes to the consolidated interim financial statements	19
Reporting entity	19
Significant accounting policies	19
Basis of presentation	19
Estimates	19
Seasonality	19
Effective tax rate	19
Acquisition of Group companies and equity investments	20
Disposal of Group companies	20
Shareholders' equity	20
Earnings per share	21
Net debt position	21
Breakdown of operating expenses	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	21
French Competitive Employment Act ('CICE')	21
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	Q1 2016	Q1 2015
Revenue	4,701.5	4,431.4
Cost of services	3,836.1	3,616.6
Gross profit	865.4	814.8
Selling expenses	485.2	468.5
General and administrative expenses	214.5	202.4
Operating expenses	699.7	670.9
Amortization and impairment of acquisition-related intangible assets and goodwill	30.4	40.2
Total operating expenses	730.1	711.1
Operating profit	135.3	103.7
Net finance income / (costs)	5.2	(22.3)
Share of profit of associates	0.0	0.1
Income before taxes	140.5	81.5
Taxes on income	(38.0)	(22.0)
Net income	102.5	59.5
Net income attributable to:
Holders of ordinary shares Randstad Holding nv	99.4	56.4
Holders of preference shares Randstad Holding nv	3.1	3.1
Equity holders	102.5	59.5
Non-controlling interests	0.0	0.0
Net income	102.5	59.5
Earnings per share attributable to the holders of ordinary shares of Randstad Holding nv (in € per share):
Basic earnings per share	0.54	0.31
Diluted earnings per share	0.54	0.31
Diluted earnings per share before amortization and impairment of acquisition-related intangible assets and
goodwill, integration costs and one-offs	0.67	0.50

Information by geographical area and revenue category

Revenue by geographical area

in millions of €	Q1 2016	Q1 2015
North America	1,141.1	1,074.7
Netherlands	750.9	711.0
France	679.0	619.4
Germany	477.6	460.1
Belgium & Luxembourg	305.4	313.2
Iberia	289.1	270.7
United Kingdom	216.8	224.3
Other European countries	449.7	352.5
Rest of the world	391.9	405.5
Total revenue	4,701.5	4,431.4

EBITA by geographical area

in millions of €	Q1 2016	Q1 2015
North America	45.3	37.5
Netherlands	36.0	33.2
France	32.2	25.7
Germany	17.9	15.8
Belgium & Luxembourg	17.1	17.0
Iberia	11.4	9.3
United Kingdom	6.7	4.6
Other European countries	10.5	9.6
Rest of the world	4.6	6.1
Corporate	(15.9)	(14.9)
EBITA before integration costs 1	165.8	143.9
Integration costs	(0.1)	-
Total EBITA	165.7	143.9

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

Revenue by revenue category

in millions of €	Q1 2016	Q1 2015
Staffing	2,690.7	2,570.4
Inhouse Services	1,045.8	944.4
Professionals	965.0	916.6
Total revenue	4,701.5	4,431.4

EBITA by revenue category

in millions of €	Q1 2016	Q1 2015
Staffing	93.4	82.4
Inhouse Services	44.7	46.9
Professionals	43.6	29.5
Corporate	(15.9)	(14.9)
EBITA before integration costs 1	165.8	143.9
Integration costs	(0.1)	-
Total EBITA	165.7	143.9

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

first quarter results 2016 – Randstad Holding nv

Consolidated balance sheet

		December 31,
in millions of €	March 31, 2016	2015	March 31, 2015
ASSETS
Property, plant and equipment	122.3	124.9	132.0
Intangible assets	2,786.4	2,649.1	2,653.5
Deferred income tax assets	520.7	531.5	589.2
Financial assets and associates	404.3	376.1	290.0
Non-current assets	3,833.7	3,681.6	3,664.7
Trade and other receivables	3,445.1	3,435.7	3,264.0
Income tax receivables	90.6	58.0	85.3
Cash and cash equivalents	147.8	133.5	118.5
Current assets	3,683.5	3,627.2	3,467.8
TOTAL ASSETS	7,517.2	7,308.8	7,132.5
EQUITY AND LIABILITIES
Issued capital	25.8	25.8	25.5
Share premium	2,270.5	2,270.6	2,266.5
Reserves	1,287.2	1,565.3	1,259.8
Shareholders' equity	3,583.5	3,861.7	3,551.8
Non-controlling interests	0.2	0.0	0.0
Total equity	3,583.7	3,861.7	3,551.8
Borrowings	296.7	124.6	376.0
Deferred income tax liabilities	54.7	35.9	44.9
Provisions and employee benefit obligations	159.7	166.5	171.1
Other liabilities	14.5	14.5	13.6
Non-current liabilities	525.6	341.5	605.6
Borrowings	147.5	182.1	167.5
Trade and other payables	2,810.0	2,811.9	2,673.8
Dividends	319.8	-	-
Income tax liabilities	58.2	36.8	35.6
Provisions and employee benefit obligations	65.7	67.8	90.6
Other liabilities	6.7	7.0	7.6
Current liabilities	3,407.9	3,105.6	2,975.1
Liabilities	3,933.5	3,447.1	3,580.7
TOTAL EQUITY AND LIABILITIES	7,517.2	7,308.8	7,132.5

Consolidated statement of cash flows

in millions of €	Q1 2016	Q1 2015
Operating profit	135.3	103.7
Amortization and impairment of acquisition-related intangible assets and goodwill	30.4	40.2
EBITA	165.7	143.9
Depreciation of property, plant and equipment	10.7	11.4
Amortization of software	5.1	4.9
EBITDA	181.5	160.2
Provisions and employee benefit obligations	(6.9)	0.0
Share-based payments	8.4	7.8
Loss on disposals of property, plant and equipment	0.0	0.0
Other non-cash items	(25.0)	(23.3)
Cash flow from operations before operating working capital and income taxes	158.0	144.7
Trade and other receivables	60.4	(46.2)
Trade and other payables	(88.1)	(12.7)
Operating working capital	(27.7)	(58.9)
Income taxes	(53.9)	(36.4)
Net cash flow from operating activities	76.4	49.4
Additions in property, plant and equipment	(8.9)	(11.5)
Additions in software	(5.5)	(4.2)
Disposals of property, plant and equipment	0.5	2.5
Acquisition of subsidiaries and equity investments	(176.3)	-
Disposals of activities	-	0.1
Net cash flow from investing activities	(190.2)	(13.1)
Issue of new ordinary shares	-	2.1
Purchase of own ordinary shares	(14.1)	(23.6)
Net drawings on non-current borrowings	180.4	40.6
Net financing	166.3	19.1
Net finance costs	(1.0)	0.7
Net reimbursement to financiers	(1.0)	0.7
Net cash flow from financing activities	165.3	19.8
Net increase in cash, cash equivalents, and current borrowings	51.5	56.1
Cash, cash equivalents, and current borrowings at beginning of period	(48.6)	(107.0)
Net movement	51.5	56.1
Translation and currency (losses) / gains	(2.6)	1.9
Cash, cash equivalents, and current borrowings at end of period	0.3	(49.0)
Free cash flow	62.5	36.2

Consolidated statement of comprehensive income

	January 1 - March 31, 2016			January 1 - March 31, 2015
	Shareholders'	Non-controlling		Shareholders'	Non-controlling
in millions of €	equity	interests	Total equity	equity	interests	Total equity
Net income for the period	102.5	0.0	102.5	59.5	0.0	59.5
Translation differences	(59.9)	0.1	(59.8)	193.5	0.0	193.5
Total comprehensive income	42.6	0.1	42.7	253.0	0.0	253.0

Consolidated statement of changes in equity

	January 1 - March 31, 2016		January 1 - March 31, 2015
	Shareholders'	Non-controlling		Shareholders'	Non-controlling
in millions of €	equity	interests	Total equity	equity	interests	Total equity
Value at January 1	3,861.7	0.0	3,861.7	3,313.1	0.0	3,313.1
Comprehensive income	42.6	0.1	42.7	253.0	0.0	253.0
Dividend payable on ordinary shares	(307.2)	-	(307.2)	-	-	-
Dividend payable on preference shares	(12.6)	-	(12.6)	-	-	-
Acquisition	-	0.1	0.1	-	-	-
Share-based payments	8.4	-	8.4	7.8	-	7.8
Tax on share-based payments	4.7	-	4.7	(0.6)	-	(0.6)
Issue of ordinary shares	-	-	-	2.1	-	2.1
Purchase of own ordinary shares	(14.1)	-	(14.1)	(23.6)	-	(23.6)
Value at March 31	3,583.5	0.2	3,583.7	3,551.8	0.0	3,551.8

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 three- and three-month period ended March 31, 2016 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, 2015.

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, 2015.

The consolidated financial statements of the Group as at and for the year ended December 31, 2015 are available upon request at the Company's office or on www.randstad.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, 2015.

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 three-month period ended on March 31, 2016 is 27.0% (Q1 2015: 27.0%), and is based on the estimated tax rate for the whole year 2016 (FY 2015: 24.0%).

Acquisition of Group companies and equity investments

The cash outflow for acquisitions and equity investments amounted to € 176.3 million (Q1 2015: € 0.0 million). € 174.2 million of this relates to the acquisition of 98.6% of the shares of Proffice AB, based in Stockholm, Sweden, as of February 4, 2016. Proffice is a group of companies active in the Scandinavian countries in the field of staffing, recruitment and outplacement. A liability for acquisition of the remaining shares has been included at acquisition date. Proffice AB is included in the consolidation as from the date of acquisition.

Proffice contributed € 67.9 million to the Group's revenue and € 1.7 million (excluding acquisition-related one-offs and integration costs) to the Group's EBITA in Q1. If this acquisition had occurred on January 1, 2016, the contribution to revenue would have been higher by approximately € 30 million; the impact on EBITA is close to zero.

The assets and liabilities as well as the breakdown of the total amount of goodwill related to the acquisition of Proffice, based on a provisional purchase price allocation, are specified below:

in millions of €, unless otherwise indicated	Fair value
Property, plant & equipment and software	5.8
Acquisition-related intangible assets	75.9
Deferred tax assets	2.4
Total non-current assets	84.1
Working capital	(2.2)
Deferred income tax liabilities	(21.0)
Total non-current liabilities	(21.0)
Non-controlling interest	(0.1)
Net assets acquired	60.8
Goodwill	115.0
Consideration	175.8
Net debt acquired, included in working capital	0.9
Consideration for 100% of shares, adjusted for net debt	176.7
Deferred for remaining shares	(2.5)
Total cash-out for acquisition Proffice	174.2
Equity investments	2.1
Statement of cashflows	176.3

Disposal of Group companies

In Q1 2016, we had no cash inflow from disposed businesses (Q1 2015: € 0.1m).

Shareholders' equity

Issued number of ordinary shares

	2016	2015
January 1	183,019,235	180,109,671
Share-based payments	-	102,713
March 31	183,019,235	180,212,384

As at March 31, 2016, the Group held 154,073 treasury shares (March 31, 2015: 272,835), compared to 896,335 as at December 31, 2015 (December 31, 2014: 277,489). The average number of (diluted) ordinary shares outstanding has been adjusted for these treasury shares.

As at March 31, 2016, December 31, 2015, and March 31, 2015, 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	Q1 2016	Q1 2015
Net income	102.5	59.5
Results of non-controlling interests	0.0	0.0
Net income attributable to holders of preference shares	3.1	3.1
Net income attributable to holders of ordinary shares	99.4	56.4
Amortization of intangible assets 1	30.4	40.2
Integration costs and one-offs	3.2	9.2
Tax effect on amortization, integration costs, and one-offs	(10.2)	(15.0)
Adjusted net income for holders of ordinary shares	122.8	90.8
Average number of ordinary shares outstanding	182.4	179.8
Average number of diluted ordinary shares outstanding	183.2	181.2
Earnings per share attributable to the holders of ordinary shares of Randstad Holding nv (in € per share):
Basic earnings per share	0.54	0.31
Diluted earnings per share	0.54	0.31
Diluted earnings per share before amortization and impairment of acquisition-related intangible assets and
goodwill, integration costs, and one-offs 2	0.67	0.50
1 Amortization and impairment of acquisistion-related intangible assets and goodwill. 2 Diluted EPS underlying

Net debt position

The net debt position as at March 31, 2015 (€ 296.4 million) was € 123.2 million higher compared to the net debt position as at December 31, 2015 (€ 173.2 million). This is mainly due to negative cash flows from net acquisitions, and net purchase of ordinary shares, compensated by a positive free cash flow.

Breakdown of operating expenses

in millions of €	Q1 2016	Q1 2015
Personnel expenses	530.5	511.7
Other operating expenses	169.2	159.2
Operating expenses	699.7	670.9

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

in millions of €	Q1 2016	Q1 2015
Depreciation of property, plant and equipment	10.7	11.4
Amortization of software	5.1	4.9
Total depreciation and amortization	15.8	16.3

French Competitive Employment Act ('CICE')

Included in the consolidated balance sheet under 'financial assets and associates' is an amount of € 297.2 million (December 31, 2015: € 272.1 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 solely 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, 2015.

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, 2015

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.