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Syndicated credit facility
On 22 November 2004, the Company agreed an €800 million multi­currency revolving credit facility (‘the Facility’) with a syndicate of banks.

The Facility is split into two tranches:

• Tranche A, for €650 million, had an initial term of five years. This term could be extended twice (in 2005 and 2006) for a further one year each, with a final maturity no later than 2011. Both extensions have taken place.
• Tranche B, for €150 million, has an initial term of three years. This term can be extended twice (in 2007 and 2008) for a further one year, with a final maturity no later than 2009.

The Company’s Facility contains a number of affirmative and negative covenants as well as two financial covenants. These financial covenants are measured quarterly, on a rolling aggregate basis for the immediately preceding four quarters and are:

• Interest cover: the ratio of EBITDA to net interest may not be less than 4 to 1;
• Leverage ratio: the ratio of average net debt to EBITDA may not be greater than 3.5 to 1 in respect of any measurement period ending on or prior to 22 November 2006 and 3.25 to 1 at any time thereafter.

The definitions of net debt and EBITDA (earnings before interest, taxes, depreciation and amortisation) in the Facility Agreement include certain adjustments, principally relating to acquisitions and disposals. At 31 December 2006, the relevant ratios were Interest cover 10.4 and Leverage 1.7 (2005: 11.2 and 1.9).

The Company’s failure to maintain these covenants would constitute an event of default under the Facility, entitling the lenders to accelerate the repayment obligations. The Company was in compliance with the covenants of the Facility throughout the year and as at 31 December 2006.

The interest margin for Tranche A is between 30 bps and 65 bps, linked to a leverage grid. For Tranche B the initial interest margin is between 27.5 and 62.5 bps, linked to a leverage grid. At 31 December 2006, the interest margin was 37.5 bps for Tranche A and 35 bps for Tranche B.

Senior Notes
In July 2006 the Company completed a Senior Note debt placement of USD 215 million with US institutional investors. The debt is comprised of Senior Notes split into equal amounts with 7 and 10 year maturity dates with fixed interest rates averaging 6.7%. Part of the debt has been swapped in other currencies and floating interest rates, see ‘Hedging’below.

The senior note agreement contains a number of affirmative and negative covenants which are similar to the covenants in the syndicated facility, including the two financial covenants, and further covenants which are common for a US private placement.

The Company’s failure to maintain these covenants would constitute an event of default under the senior note agreement, entitling the lenders to accelerate the repayment obligations. The Company was in compliance with the covenants of the senior note agreement from July 2006 until and including 31 December 2006.

Other debt
In 2006, the Company re-entered into several medium term loans and committed medium term facilities with a number of banks for an amount of €89 million, of which €44 million (2005: €43 million) was outstanding as at 31 December 2006. These medium term loans and facilities are repayable over a three year period.

In addition to the facilities described above, the Company has a number of uncommitted short-term credit facilities amounting to some €293 million (2005: €274 million). These are primarily used to meet short-term liquidity requirements. At 31 December 2006, approximately €99 million (2005: €61 million) was drawn down under these facilities.

Hedging
Of the proceeds of the Senior Notes, the Company has swapped USD 65 million into Euro, bearing floating interest rates, and USD 75 million into pounds sterling, bearing a fixed interest rate. The swap to Euro is accounted for as a fair value hedge. The combination of the Senior Notes and the swap to pounds sterling is accounted for as a Net Investment Hedge. Loans in foreign currency are accounted for as a Net Investment Hedge.

 Provisions

	Total	Restructuring	Other
Position as at 1 January 2005	41	6	35
Provisions made during the year	7	2	5
Provisions used during the year	-9	-2	-7
Provisions released during the year	-13	-1	-12
Position as at 1 January 2006	26	5	21
Provisions made during the year	7	1	6
Provisions used during the year	-5	-2	-3
Provisions released during the year	-3	-1	-2
Position as at 31 December 2006	25	3	22
Non-current	18	1	17
Current	7	2	5
	25	3	22

Provision for restructuring
The provision for restructuring comprises accruals for costs which are directly associated with plans to exit specific activities. The restructuring activities relate to smaller restructurings within the Group and are expected to be completed within two years.

Other provisions
The other provisions relate to risks of various kinds throughout the Company, including provisions for claims from governmental authorities for social security and various taxes, as well as for other legal liabilities. The timing and amount for the settlement of these provisions is uncertain but is expected within two to four years.

 Trade and other payables

	2006	2005
Trade payables	81	68
Other taxes and social contributions	553	517
Other payables and accruals	417	398
Interest payable	6	4
	1,111	987

 Financial instruments

Fair values
The fair values of assets and liabilities which are defined as financial instruments, together with their carrying amounts shown in the balance sheet are as follows.

	Fair value	31 December 2006 Carrying amount	Fair value	31 December 2005 Carrying amount
Financial Assets
Loans and receivables	49	46	47	41
Trade and other receivables	1,678	1,678	1,528	1,528
Cash and cash equivalents	187	187	154	154
	1,914	1,911	1,729	1,723
Financial liabilities
Deferred consideration business combinations	-81	-81	-45	-45
Interest bearing loans receivables	-576	-565	-603	-603
Trade and other payables	-1,111	-1,111	-987	-987
Interest bearing bank overdrafts and loans	-180	-180	-87	-87
	-1,948	-1,937	-1,722	-1,722

The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the table.

Interest bearing loans and receivables
Fair value is calculated based on discounted expected future principal and interest cash flows using market prices.

Trade and other receivables/payables
For receivables/payables with a remaining life of less than one year, the monetary amount is deemed to reflect the fair value. All other receivables/payables are discounted to determine their fair value.

Deferred consideration business combinations
The fair value of the exercise price of the put options relating to minority interests is dependent on the timing of the exercise of the put option and on future results. As the put option has an indefinite lifetime, when determining the fair value, the moment of exercise is based on a consistent estimate which lies between 3-8 years. When the timing of the exercise of the put option is known, this moment is used for calculating the fair value. The future results are based on the budget for the year 2007 and management forecasts for the following 4 years. For the period thereafter a growth rate of 2% is used. As the exercise price and the timing are not preset, the actual settlement price may deviate from the fair value. The liability is contractually capped at a maximum of €351 million (2005: €258 million)