SYNLAB Acquisition GmbH

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SYNLAB HOLDCO Limited
London /UK

Amended annual report and consolidated financial statements for the year ended 31 December 2019

Contents

Strategic report

Directors' report

Directors' responsibilities statement

Independent auditor's report

Consolidated statement of income

Consolidated statement of comprehensive income

Consolidated statement of financial position

Company statement of financial position

Consolidated statement of changes in equity

Company statement of changes in equity

Consolidated statement of cash flows

Notes to the financial statements

Strategic report

BASIS OF PREPARATION OF THIS ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

SYNLAB HOLDCO Limited wishes to provide the information contained herein as an addition to the information disclosed in its annual accounts filed with Companies House for 2019.The accounts have been prepared as at the original date of signing of the 2019 filed financial statements with Companies House and contain no adjustment or consideration of events occurring post that date.

These amended SYNLAB HOLDCO Limited Group accounts give a true and fair view of the state of SYNLAB HOLDCO Limited Group's and the parent company's affairs as at 31 December 2019 and of the Group's results for the year then ended and therefore provide better and more relevant information for the reader. Additionally these consolidated Group financial statements can be used by local subsidiaries in various countries to fulfil local filing requirements.

This strategic report has been prepared for the period from 1 January 2019 to 31 December 2019 for SYNLAB HOLDCO Limited and its subsidiaries (together "the Group") as a whole and therefore gives greater emphasis to those matters which are significant to SYNLAB HOLDCO Limited and its subsidiary undertakings when viewed as a whole.

BUSINESS STRATEGY

The main business of the SYNLAB HOLDCO Limited Group (hereinafter "the Group") is the supply of medical diagnostic services, primarily relating to clinical diagnostics testing and screening services. The Group is also active in Analytics & Services business covering notably environmental and food testing.

The Group is the largest European company of its type and benefits from a network of over 475 laboratories across 38 countries worldwide, including the core markets of Germany, France, Switzerland, Italy and Spain. The growth of the clinical laboratory and medical diagnostic services market in Europe is supported by favourable structural trends, including an ageing population, increasing prevalence of chronic diseases, a growing focus on disease prevention and increasing outsourcing of clinical laboratory testing by hospitals. Significant portions of the European markets remain fragmented and we are at the forefront of industry consolidation at country level.

The Group intends to continue to grow its business by expanding its service offering. It will also focus on leveraging the business's scale, capabilities and supplier relationships to drive operating efficiencies, by streamlining its lab operations and administrative functions. The Group expects to pursue growth opportunities through selective acquisitions in the markets in which it already operates. If the opportunity arises, the Group could also explore new markets.

The ongoing crisis with Covid-19 is creating significant uncertainty for all businesses across the geographies, in which the Group operates and, as might be expected, is having an impact on the Group's operations in most countries, particularly those in the height of the crisis. Ultimately, the Group's business model and the criticality of the medical services provided means that the Group is somewhat protected from the issues faced by many businesses in other sectors. As at today's date, all the key laboratories remain open and operational. Nonetheless, the key impacts that we are currently experiencing include:

•	decreasing volumes of non-critical medical testing;
•	shortage of employees in patient facing activities leading to closure of some Blood Collection Points; and

•	uncertainty in relation to the impact on the timeliness of cash collection.

As the crisis continues, we expect demand for Covid-19 related diagnostic services to increase and are working closely with government bodies to support their efforts in this regard.

The development of the crisis is very dynamic. To mitigate any liquidity risk, the group has drawn down its entire available Revolving Credit Facility (RCF), with 219 M€ drawn in two tranches in the week of 16 March 2020.

We have run a number of different scenarios to model the potential impact of the crisis on liquidity and have considered the mitigating actions available to us to conserve cash. As part of this scenario planning, and in support of the going concern assessment, we have run a stress test, which assumes a volume reduction in the 9 months from April to December 2020 averaging at 38% and the implementation of various mitigating actions, including delays in capital expenditure and planned M&A. We have also assumed the adoption of recently announced governmental measures to support businesses across our key geographies. Under this stress test, which is described further in Note 2.5 of the financial statements, the group continues to have significant levels of cash headroom, after taking into account the recent draw-down of the RCF.

BUSINESS REVIEW

Key performance indicators

The following table shows certain line items from the SYNLAB HOLDCO Limited consolidated statement of income for the year ended 31 December 2019 and the comparative year ended 31 December 2018.

	Year ended 31 December
	2019	2018 ^*
	€000	€000
Revenue	2,108,101	1,998,280
Material and related expenses	(466,955)	(439,242)
Payroll and related expenses	(869,028)	(824,450)
Other operating income	25,241	23,795
Other operating expenses	(363,443)	(344,698)
Depreciation and amortization	(222,087)	(211,559)
Operating profit before acquisition, restructuring and impairment of non-current assets	211,829	202,126
Restructuring and other significant expenses	(28,067)	(45,370)
Acquisitions related income / (expenses)	1,532	(2,031)
Impairment of non-current assets	(91,064)	-
Operating profit	94,230	154,725

^* Restated on adoption of IFRS 16. Refer to Note 2.2

The main drivers of 2019 revenue growth are:

•	the effect of the 25 acquisitions completed in 2019 for 42.6 M€ reported revenue, together with the full year impact of 21 acquisitions completed in 2018
•	a nominal price impact in 2019 of (4.7) M€, with favorable price increase in some geographies including North Europe and CEMEA operating segments
•	a strong organic volume growth of 2.6% generated in most countries in which the Group is present with an acceleration of the growth in the second half of 2019. The FOR YOU growth initiatives have started to generate an impact mostly in retail and prescribers related initiatives.

The revenue growth is however tempered by the commercial challenges encountered in Switzerland mainly due to loss of customers and strong competition. The organic revenue in Switzerland is down by (6.9)%.

Material and related expenses were increasing in line with growing business.

Payroll and other operating expenses were mainly affected by the full year impact of 2018 acquisitions, 2019 acquisitions as well as inflation.

Operating profit before acquisition, restructuring and impairment demonstrates the financial performance from operations and other trading activities.

Operating profit before acquisition, restructuring and impairment excludes significant items that will not be comparable between accounting periods with the objective to demonstrate the underlying financial performance from operations and other trading activities.

The 2019 Operating Profit before acquisition, restructuring and impairment stands at 204.8 M€ compared to 196.4 M€ in the year 2018. This performance is in line with revenue growth when excluding the Switzerland revenue shortfall.

After accounting for expenses relating to restructuring and other significant items as well as acquisition related expenses and impairment, the total operating profit stands at 83.4 M€ compared to 146.9 M€ for the year 2018.

However in 2019, the operating profit was impacted by an impairment of goodwill for the CGU Switzerland (90.0 M€) as a result of the year end impairment test, whereas no impairment was recorded in the year ended December 31, 2018. The business case used for the impairment test has reflected the effect of the loss of customers in 2019 from commercial challenges. Those losses will also impact 2020 revenue. The management has however taken mitigation measures on cost with the closure of a non-profitable lab and has initiated a refocus of the sales organization in winning new customers. Additional detail of the goodwill impairment is provided in Note 16.

The key metric that Management is using to manage the company is Adjusted EBITDA. The table below shows for 2018 and 2019, the reconciliation between Operating profit before acquisitions, restructuring and impairment of non-current asset and Adjusted EBITDA:

	Year ended 31 December,
	2019	2018
	€000	€000
Operating profit before acquisition, restructuring and impairment of non-current assets	211,829	202,126
Other adjustments for:
Depreciation and amortisation	222,087	211,559
Income and expenses from asset disposals	(134)	(70)
Share-based payments	5,828	4,318
Other non-recurring costs	3,243	5,447
Penalties paid due to cancellation of contracts	767	1,553
Adjusted EBITDA	443,620	424,933

The Group was able to increase its Adjusted EBITDA in 2019 compared to 2018 mainly driven by the strong organic volume growth of 2.6%, the savings generated by all the productivity and procurement initiatives managed under the umbrella of SALIX Group led program and partially offset by the inflation on workforce and price erosion.

The comparative information in both of the tables above has been restated for the impact of IFRS 16 as set out in note 2.2 of the financial statements. Adjusted EBITDA in 2018 has increased by 69.3 M€ from 355.6 M€ to 424.9 M€ as a result of the adoption of IFRS 16.

The Net Loss of the Group stands at (97.0) M€ in 2019 compared to (34.3) M€ in 2018. 2019 Net loss is driven by the goodwill impairment of (90.0) M€ in Switzerland and additional (14.0) M€ financing cost related to the refinancing that occurred in the first part of 2019.

SYNLAB Financing arrangements

The SYNLAB Financing arrangements, comprise of:

•	375 M€ 8.25% Senior Notes (High Yield Bond), held by SYNLAB Unsecured Bondco PLC and due 2023.
•	940 M€ 3.5% + Euribor 3M (floored at 0%) Senior Secured Notes (High Yield Bond), held by SYNLAB Bondco PLC and due 2022.
•	In April 2019, SYNLAB Bondco PLC raised a 150 M€ incremental new debt with new lenders but based on the same terms as its existing 300 M€ Term Loan debt tranche. The Senior Secured Term Loan bears floating interests at 3.00% + Euribor (floored at 0%) and matures 2022. This facility is fully drawn as at 31 December 2019.
•	On 1 July 2019, 900 M€, comprised of 500 M€ 6.25% Senior Secured Fixed Rate Notes due 2022 and 400 M€ 6.25% additional Senior Secured Fixed Rate Notes due 2022 were fully redeemed and refinanced through the issuance of a 920 M€ Senior Secured Term Loan due 2026 at 3.75% + Euribor (floored at 0%). This facility is fully drawn as at 31 December 2019.
•	A 250 M€ revolving credit facility under a "Super Senior" syndicated Revolving Credit Facility (RCF) with certain banks as lenders parties, Natixis as agent and U.S. Bank Trustees Ltd as security agent. This facility was undrawn as at 31 December 2019 (see also Note 35 for further information, including reference to the draw down post year end)

For details on those financing schemes, please refer to Note 25 Borrowings and other financial liabilities.

Balance Sheet

The balance sheet was significantly impacted by the implementation of IFRS 16, the new standard on Leasing. It now includes Right of Use assets as well as the related lease liabilities (see also Note 2.2); however the comparative balance sheet for the year 2018 was restated accordingly.

Besides the IFRS 16 impact the balance sheet remained relatively stable compared to December 2018 and was mainly impacted by the following movements:

The 25 acquisitions completed in 2019 resulted in an increase of Goodwill and a corresponding outflow of cash. Additionally the impairment negated part of the Goodwill additions.

The acquisitions also added to the total assets and total liabilities.

After significant working capital improvements in 2018, net working capital has remained relatively stable in 2019. A decrease in the area of trade receivables, which mainly resulted from growing business and acquisitions, was compensated by improvements in trade payables and other working capital.

	Year ended 31 December
	2019	2018
	€000	€000
Decrease in inventories	(2,445)	(162)
(Increase) / decrease in trade accounts receivable	(22,663)	14,810
Increase / (decrease) in trade accounts payable	16,952	(4,058)
Increase in other net working capital	8,634	5,061
Working Capital	478	15,651

The increase in other net working capital is mostly related to liabilities from VAT and other taxes.

The Group will further continue with this initiative in order to improve operating cash flow and working capital.

In connection with a refinancing, the borrowings of the Group increased (see Note 25 for further information).

RISK MANAGEMENT

Approach to risk management

The Board has overall accountability for ensuring that risk is effectively managed across the SYNLAB Group and, on behalf of the Board

The Audit Committee responsibilities are:

•	Review the effectiveness of the Group Risk Process,
•	Monitor the financial reporting process,
•	Monitor the effectiveness of the issuer's internal control, internal audit where applicable, and risk management systems
•	Monitor the statutory audit of the annual and consolidated accounts
•	Review and monitor the independence of the statutory auditor, and in particular the provision of additional services to the issuer.

SYNLAB has developed its global framework for risk management to increase risk awareness and provide further structure and support for risk management activities across the organization.

The Group is exposed to risks wider than those listed below. We have, however, disclosed those we believe are likely to have the greatest impact on our business at the moment in time that those were debated by the Board. Additional risks not presently known to management, or currently deemed to be less material, may also have an adverse effect on the business.

For a holistic view of risks the Group might be facing, both now and in the future, we considered those that are:

•	core to our day-to-day operations;
•	related to changes in business activities and its environment; and
•	likely to emerge in the future.

The risk radar below maps our principal risks against those categories.

#	Risk Name and Description	Assessment and mitigation measures
1	Market Development Risk - Disruptive Development Risk The risk that new, more cost-effective tests are developed that can be performed directly by our customers or patients, or a transition by hospitals or doctors to carry out in-house testing.	- The macro risk level is consistent across the industry, as innovation is driven by mature suppliers and competitors as well as blue-chip tech companies. - Although the likelihood of occurrence ranges between unlikely to possible, the level of risk Synlab is exposed to is being mitigated through a combination of more focused market screening and the launch of innovation initiatives with a high flexibility to manage change quickly, driven by Synlab's strategy for customer centric medical excellence.
2	Regulatory Risk - Reimbursement Risk The risk of declining prices, especially in markets where healthcare spend is publicly funded and under constant cost pressure.	- The macro risk level remains stable. The overall trend of price reductions is unchanged compared to prior periods,. - While still being exposed to especially its large markets, Synlab's risk exposure continuously decreases, in line with Synlab's strategy to enter new markets (e.g. in LATAM) to benefit from portfolio effects and mitigate the potential impact of regional or national regulatory changes.
3	Information Security Risk - IT-governance / data privacy The risk of losing control over sensitive (patient) data.	- The macro risk level continues to increase as the threat against the healthcare business and industry generally becomes more sophisticated and targeted. - The Synlab exposure level remains unchanged due to targeted improvement of our systems environment and IT governance measures.
4	Information Technology Risk - Complex system environment The risk of system failures, processing errors or inefficiencies resulting from a complex group structure with partly unintegrated systems.	- The level of risk Synlab is exposed to remains stable, however ongoing acquisitions adds further complexity to the current IT landscape. Synlab's IT strategy is focused on improvements of its key IT systems in addition to automation of its processes.
5	(Financial) Market Risk - Adverse FX- development The currency (or exchange rate) risk refers to the company's exposure from operating in non-EUR currency countries with respect to unpredictable gains or losses due to changes in the value of a foreign currency in relation to the EUR.	- The macro risk level slightly increased over the last twelve months, mainly driven by uncertainty created by Brexit, in addition to the US-China trade war. - The level of risk Synlab is exposed to also slightly increased. While Synlab benefits from diversification across different markets and new market entries, it has a significant focus on its core Euro business, however, the uncertainty caused by Brexit has increased the exchange rate risk in relation to its GBP operations.
6	(Financial) Market Risk - Interest Rate Increase The interest rate risk is the risk that arises for the company, being partly financed by bonds being subject to variable interest, from rising interest rates as these will adversely affect the company's debt service obligations.	- The macro risk level is stable over the last twelve months, despite uncertainty created by Brexit, in addition to the US-China trade war. - Synlab closely monitors the interest development to rapidly adjust its hedging strategy, and constantly reassesses its refinancing opportunities. Excluding the RCF, 67% of the Synlab debt is bearing interest at a capped level. Overall interests rates are expected to decrease.
7	Regulatory Risk - regulatory change risk Despite the already highly regulated environment, tThe risk that local or regional governments in one or more of the countries the company operates in imposes additional regulatory changes (other than tariff cuts) that adversely affect the company's ability to conduct business.	- The macro risk level remains unchanged since none of Synlab's core markets reveal an increased tendency for adverse regulatory influence. - Synlab's risk exposure continuously decreases through ongoing acquisitions and diversification as the group enters into new markets (e.g. in LATAM) thus mitigating the potential impact of regional or national regulatory changes.
8	Capital Availability Risk - Refinancing Risk The risk of not being able to raise, when necessary, sufficient funds by way of external financing to repurchase the existing Notes outstanding.	- The macro risk level remains unchanged despite uncertainty created by Brexit, in addition to the US-China trade war. - Synlab's risk exposure remained stable and the group closely monitors leverage ratios in addition to constantly reassessing refinancing opportunities.
9	Know how Management Risk - Lack or loss of key know how The risk of not being able to retain or recruit experienced laboratory doctors who the Company needs to provide on-time, high quality service according to accreditation requirements and in line with other regulatory needs.	- The overall Synlab risk exposure remains unchanged. Synlab is developing a well-recognised brand throughout Europe and is of significant size. It is therefore an attractive employer and in addition to making use of its international network and being able to grow its knowledge base from M&A mitigates this risk.
10	Business Interruption Risk - Supply continuity The risk of a business interruption in some of our labs due to the temporary inability of our suppliers to provide necessary reagents on time in the required quality.	- The overall Synlab risk exposure level remains unchanged since Synlab continuously reviews its supplier portfolio and implements mitigation measures for areas with higher dependency from single suppliers. - The risk of shortage of reagents increases in exceptional circumstances (eg. COVID-19). One mitigant is that reagents are considered as highly critical health related products.

Another issue that is currently in predominant public discussion is 'Brexit' (the United Kingdom's (UK's) leaving the European Union (EU)). The Company does not see Brexit as a material risk to the business, primarily because the Group's operations in UK are relatively small in the context of the wider group and therefore there is limited risk from any change in tax or duties regulation. In any case the Company continuously monitors the exit process to adequately adjust its local and global mitigation measures The above assessment is not modified with the recent award of the South East London Pathology services outsourcing with the contract to be signed in the upcoming months.

STRATEGY, STAKEHOLDERS AND BOARD DECISIONS (SECTION 172)

Section 172 of the Companies Act 2006 requires a Director of a company to act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In doing this, section 172 requires a Director to have regard, among other matters, to:

•	the likely consequences of any decision in the long term;
•	the interests of the company's employees;
•	the need to foster the company's business relationships with suppliers, customers and others;
•	the impact of the company's operations on the community and the environment;
•	the desirability of the company maintaining a reputation for high standards of business conduct;
•	and the need to act fairly with members of the company.

The Directors give careful consideration to the factors set out above in discharging their duties under section 172. The stakeholders we consider in this regard are our patients and customers reflecting the communities we serve, our regulators, our employees and our owners. The Board recognises that building strong relationships with our stakeholders will help us to deliver our strategy in line with our long-term values and operate the business in a sustainable way.

At SYNLAB, we are proud of what we stand for: On one hand, conducting fast and precise medical diagnostics that increase life expectancy and enhance quality of life and on the other hand, performing accurate testing relating to environmental risks to support safer products and ultimately a safer environment. To constantly meet our quality promises, we follow a comprehensive business strategy. SYNLAB's strategy is centred around "Personalizing Diagnostics" by delivering "customer centric medical excellence". All board decisions take this strategy and the corresponding impact on stakeholders - as outlined in the following - into consideration.

From a business perspective, SYNLAB's most important stakeholders are its patients and customers. In order to support healthier lives, we supply healthcare professionals, patients and consumers with actionable diagnostic information. Thus, many strategic decisions aim at improving the quality of diagnostic information provided, the interpretation support by our medical experts, the turnaround time and the way how we optimize the patient and clinician experience of this stakeholder group. SYNLAB combines the benefits of an international network of experts with the advantages of a local diagnostic services provider: in the local community we offer access and personal counsel to our patients and customers, drawing from the breadth and depth of SYNLAB's international expertise.

In order to be able to deliver best-in-class service for our patients and customers, we rely on empowered and engaged employees. Our employees are the interface to our patients and customers and therefore critical to the success of our business. As a result, the Board strives to motivate and engage them whilst continuously assessing the impact of each decision on them through SYNLAB Dialogue, a Group-wide employee survey. Further details can be found in the section "selected decision in 2019" below. The feedback from the survey is providing guidance to the Board as to employee satisfaction and taken into consideration by the Board when making decisions regarding the improvement of issues raised by employees through the survey.

Another key stakeholder are SYNLAB's shareholders and bondholders. Our shareholders and bondholders have invested into SYNLAB as they believe in the future success of the Company, its overall mission and vision, as well as a sustainable return on their investment. To enable them making informed decisions with regards to their investment, SYNLAB provides a level of transparency in accordance with the European Market Abuse Regulation. The transparency standards set by this regulation help to address an asymmetry of information that may result in the fact that major shareholders in SYNLAB have a board seat while other shareholders and the bondholders do not have a board seat.

As the leading medical diagnostic services provider in Europe, SYNLAB operates in 38 countries. This means we necessarily comply with a comprehensive local set of laws and regulations in every country we operate in. Each of our labs is formally accredited by external auditors, who review the compliance with the respective regulatory frameworks periodically.

Within those respective regulatory frameworks, SYNLAB aims at making a meaningful, positive impact in the communities it operates in. A particular focus is put on SYNLAB's contribution to the primary healthcare system and on the environment. For example: SYNLAB's operating unit A&S (Analytics & Services) is effectively supporting customers to take environmental needs into consideration and mitigate negative effects on the environment.

Further, suppliers are an important stakeholder for SYNLAB. As a lab operator, SYNLAB relies on quality equipment like diagnostic machines, reagents and other consumables to ensure its own services. As a provider of primary healthcare, it is of utmost importance to ensure the sustainability and resilience of the supply chain. The Board's decision with regards to suppliers is focused on considering their needs to be able to supply SYNLAB on a continued basis. SYNLAB's approach is to be working together with several leading suppliers for reagents and equipment in different parts of the world. This helps us to avoid cluster risks for our supply chain.

In order to address the requirements, set out in Section 172 of the Companies Act 2006, SYNLAB takes the following considerations into account:

(a)

SYNLAB provides actionable diagnostic information and value adding services to patients and customers to improve individual health and reduce non-medical risks. SYNLAB continues to achieve this through the following:

•	Our imperative: Sustainable organic growth and sustainable shareholder value,
•	Our vision: Leadership through excellence in service to patients and the medical community with reliable diagnostics and value added,
•	Our mission: Provide actionable diagnostic information for a healthier life,

•	Our strategy: Personalizing Diagnostics (see below "FOR YOU") and market consolidation,
•	Our values: Passion, Accountability, Customer Centricity.

(b)

SYNLAB owes its success as a leading laboratory services provider above all to its committed and qualified employees. With an international network of experts and scientists, SYNLAB is a place with diverse, deep expertise in different fields - a diversity that opens new paths to innovation and growth. SYNLAB invests into its people in order to foster their growth, benefitting the individual employee, customers and patients and the organization itself:

•	SYNLAB provides a direct feedback link between employees and the management through the employee survey "SYNLAB Dialogue" (see also section below on "selected decisions the Board took in 2019"). We take employees' feedback serious and link management's remuneration to the outcome of SYNLAB Dialogue,
•	SYNLAB offers dual education opportunities in different business areas of the organization,
•	SYNLAB provides continuous trainings to develop its employees,
•	SYNLAB puts a focus on employee engagement through the acknowledgement of employee contributions, e.g. by offering medical awards and research grants (see also section below on "selected decisions the Board took in 2019"),
•	SYNLAB is committed to creating a workplace environment that minimizes accidents.
•	SYNLAB strictly adheres to anti-discrimination and anti-harassment laws and policies with a zerotolerance approach.

(c)	SYNLAB's success depends to a great extent on patient and customer satisfaction. Hence, fostering the relationships with customers and suppliers is crucial.

•	In order to obtain authentic customer voices, SYNLAB has established real-time customer feedback to determine Net Promoter Scores (NPS). The feedback provided by customers is directly channeled to the persons responsible for the respective local operations, who directly follow up and improve potential issues that have been raised. Furthermore, improvements are being measured against continued feedback. On a higher level, the tracking of the NPS KPI is part of the country business review.
•	SYNLAB attaches great importance to continuous medical advancement as well as services innovation across the patient/customer journey (ranging from individual predisposition analysis to therapy monitoring).
•	Enforcement and training of the Company's Code of Conduct, the industry's code of business conduct as well as anti-bribery and anti-corruption guidelines help to ensure compliance with relevant rules and regulations.

(d)

SYNLAB aims at making a positive impact in the communities it operates in, improving people's health and the efficiency and effectiveness of healthcare systems. As a provider of primary healthcare, SYNLAB strives to ensure medical excellence across the board of its services. SYNLAB's close collaboration with university research departments and the pharmaceutical industry enables the company to stay ahead of the innovation curve, make new test methods available to our patients and customers, and to diagnose diseases better and earlier. SYNLAB further ensures availability of diagnostic emergency services to hospitals and health professionals also in acute care:

•	SYNLAB hosts local healthcare information events,
•	SYNLAB sponsors and encourages local sport events,
•	SYNLAB provides quality jobs in local communities,

As a large lab operator globally, SYNLAB attaches great importance to environmental considerations and is committed to ongoing improvement. SYNLAB aims at continuously reducing its carbon footprint and waste generation in relation to its growth. Information about our carbon footprint, waste generation and the monitoring for corresponding KPIs can be found in SYNLAB's ESG report. We also invest in the renewal of our equipment, as modern equipment will help to save resources (see below example on "Equipment Renewal"). As Europe's leading medical diagnostics provider, SYNLAB relies on fast and efficient transport of patients' samples. Because transportation is a major CO ₂ emitter, we not only take efficiency and speed but also environmental considerations in logistics into account, e.g. fuel economy. Our size and network advantages allow SYNLAB to provide high-quality diagnostic services with efficient resources deployment, e.g. in the areas of IT, logistics and procurement.

In addition, SYNLAB's non-medical Operating Unit A&S is a leading provider, offering amongst other services environmental testing so that customers can identify, address and monitor potential environmental issues, such as testing for carcinogenic substances in soil (e.g. PFAS).

(e)

Good Governance: SYNLAB strictly adheres to anti-bribery and anti-corruption laws and policies with a zero-tolerance approach. As an entity that handles the personal data of its clients, SYNLAB adheres to the highest standards of confidentiality and data protection. We are constantly developing and innovating our cyber security and IT systems in order to ensure best possible resilience. SYNLAB is committed to comply with all applicable laws and regulations in all the countries it operates in.

•	Combining the various components, SYNLAB is striving to always maintain required compliance with applicable laws, rules and regulations.
•	To ensure compliance, SYNLAB holds regular trainings, audits and keeps its Code of Conduct up to date.

(f)

Sharing information: To provide relevant information to shareholders and bondholders, SYNLAB uses the following tools: Board communication, publication of quarterly financial updates and investor presentations as well as regular bondholder calls. Furthermore, we act in accordance with the European Market Abuse Regulation, informing publicly about insider information, i.e. key changes at the Company and with respect to its development.

HOW WE ENGAGE WITH OUR STAKEHOLDERS

"FOR YOU" is SYNLAB's programme to implement and operationalize the strategy "Personalizing Diagnostics". It is the main approach to engage with stakeholders through the levers of the strategy and to take their needs into account. It aims at transforming the Company so that it continuously increases customer centricity and medical excellence.

Thus, "FOR YOU" puts patients and customers at the heart of what we do.

"FOR YOU" was started in the course of 2019 and is built around the four building blocks of the SYNLAB strategy, each block consisting of several areas of engagement. These areas have particularly been defined to enable the Board to making decisions that take the Company's stakeholders into regard.

Superior patient and clinician experience:

•	We expand prescribers and retail management capabilities within our organisation.
•	We innovate value adding services for doctors & hospitals.
•	We continuously invest in patient interfaces to enhance our customers' prevention and wellness.
•	We provide High-end medical capabilities for example in Oncology and Neurology.

Operational excellence:

•	We increase and optimize our lab footprint, with our worldwide promoted full range of medical laboratory services.
•	We excel at procurement for all our equipment, consumables and in relation to indirect costs.
•	We strengthen post-merger-integration processes and capabilities.
•	We deploy lean capabilities, particularly regarding lab processes (see "SYNLAB Transformation System" below).
•	We optimize our IT backbone to raise efficiency of internal processes, further enhance IT security and introduce innovative customer interfaces.

Empowered and engaged employees:

•	We develop SYNLAB's people, who are key to our success.
•	We improve leadership capabilities by creating specialized management programs and continuous training opportunities (see "Management Development with INSEAD" below).
•	We foster a strong community of medical experts within SYNLAB.

Efficient capital deployment:

•	We maximise operating cash generation with major focus on reducing accounts receivable.
•	We manage Capital Expenditure efficiently.
•	We continue our external growth strategy through small buy-and-build acquisitions, larger regional platforms aiming at extending the Group's footprint and medical targets.

As set out in the above, SYNLAB's stakeholders and the Company's strategy are the predominant factors the board takes into consideration when making strategic decisions. SYNLAB's strategy requires genuine interest in our customers' situation and needs as well as our patients' health. While there are many different roles the employees at SYNLAB fulfill, patients and customers are their priority when delivering services, hence customer centricity is key.

Being a provider of primary healthcare and medical diagnostic services, the selected decisions listed below in particular reflect the importance of the stakeholder group patients and customers for SYNLAB.

Selected decisions the Board took in the financial year 2019 reflecting stakeholder engagement and customer centricity within each of the four building blocks

The continuous engagement with our stakeholders through the levers of our strategy enable the Board to derive decisions accordingly.

Superior Patient and Clinician Experience

We aim at delivering high-end diagnostic and testing services with maximum convenience to all our customers. With the SYNLAB Retail Playbook and Plasma initiatives implemented in 2019 we have taken impactful decisions tailored to our customers' needs.

Retail Playbook

Plasma (SYNLAB IT Services)

The SYNLAB Retail Playbook is an internal manual and guideline on management processes in order to establish a systematic customer-oriented service delivery in is 1200+ blood collection points.
The SYNLAB Retail Playbook supports its employees in B2C markets in providing patients and customers with the best possible services while increasing efficiency and avoiding ambiguity through best practice processes. By following this comprehensive approach, employees will significantly contribute to the improvement of patient experience.

Plasma is SYNLAB's decision for a digital platform supporting and facilitating customer access and interaction.
With Plasma, SYNLAB is able to increase proximity and improve customer services such as improved digital access to diagnostic results for patients and customers. Measures of this kind have significant impact on the customer journey and help to increase customer and patient loyalty. Investing into digitalisation also means investing into the environment since digital solutions are more efficient and resource saving.

Operational Excellence

SYNLAB's operational excellence includes the optimisation of our internal processes, e.g. via the SYNLAB Transformation System (STS), or working with state-of-the-art equipment. These below decisions enable us to perform in the best and most efficient manner for our customers.

Equipment Renewal	SYNLAB TRANSFORMATION SYSTEM
SYNLAB is renewing its diagnostic equipment in the main diagnostic disciplines across the Group.	SYNLAB Transformation System (STS) is an initiative with the clearly defined objective of improving (lab) processes and establishing a culture of continuous improvement.
Employees' daily work is made easier and more efficient. This fosters their satisfaction and strengthens SYNLAB's operational and medical excellence to the benefit of customers and patients. No less important, renewed equipment helps to save resources and reduce SYNLAB's ecological footprint.	State-of-the-art processes enhance efficiency and save resources for further initiatives that benefit SYNLAB employees and communities. Improved processes not only improve speed and quality of services, but also help lowering emissions and waste, among others through simplification. Such optimised processes also support employees' motivation.

Empowered and engaged Employees

Our employees are key to deliver customer centric services. Thus, the board has taken several decisions to secure the empowerment and engagement of all our employees, two of which are highlighted below.

SYNLAB Dialogue	Management Development with INSEAD
SYNLAB Dialogue is a Group-wide employee survey that allows employees to give feedback and address issues in a confidential and anonymous way.	SYNLAB has a partnership with one of the world's leading and largest graduate business schools, INSEAD.
Providing employees with opportunities to give feedback and raise issues, significantly influences SYNLAB's culture and allows leadership to respond to employee needs. Moreover, front-line employees and medical experts who provide services to patients and customers can address issues and contribute to improvements to the benefit of patients and customers.	SYNLAB invests into its people through continuous training and education in order to foster their growth. Together with INSEAD, SYNLAB has created a management training program that aims at enabling and developing our future leaders, which benefits customers, employees, environment and business.

Efficient Capital Deployment

To the benefit of our patients, customers and other stakeholders, SYNLAB invested heavily into its IT infrastructure. Furthermore, we want to continue reinforcing our existing countries and investing in fast-growing countries and activities. This enables us to offer our services more broadly, extending SYNLAB's positive impact to more communities.

Investments in IT	Acquisitions
SYNLAB constantly deals with sensitive data, hence IT security is a high priority for SYNLAB's Data Warehouse.	SYNLAB grows inorganically by acquiring smaller laboratory diagnostics companies, thereby consolidating the fragmented European market.
The investment in the Data Warehouse, a company-wide data pool, allows for flexible access of data. Suppliers, patients and customers benefit from enhanced cyber security, when SYNLAB is safely processing personal data in compliance with GDPR.	With selected acquisitions of other laboratories, SYNLAB extends its patients and customer base, offering innovative services to them. SYNLAB furthermore opens up new markets and grows its platform, leveraging efficiencies to the benefit of patients and customers. In 2019, SYNLAB completed 25 fransactions with an aggregated EV of 107 M€.

Medical Leadership

SYNLAB facilitates research and innovation with its medical community in order to underline and expand its Medical Leadership, benefitting patients and customers.

Medical Awards & Grants

SYNLAB has introduced two main programmes to advance medical leadership and innovation.

Medical Awards honour cutting-edge- research and motivate employees to strive for scientific advancement. Research Grants foster innovative strength and research excellence. Communities, patients and customers all benefit from services innovations based on research by SYNLAB's experts.

The ongoing implementation of our strategy will enable the Group to continue to expand organically in the forthcoming years, to pursue its growth through acquisitions and to target an improvement of its profitability.

Details of significant events since the balance sheet date are contained in Note 35 to the financial statements.

25 May 2021

Sami Badarani, Director

Directors' report

The directors present their annual report on the affairs of the Group and Company, together with the financial statements and auditor's report, for the year ended 31 December 2019.

FUTURE DEVELOPMENTS AND EVENTS AFTER THE BALANCE SHEET DATE

Details of future developments and events that have occurred after the balance sheet date are included in the Note 35 of the accompanying notes as well as in the Strategic Report and form part of this report by cross-reference.

RESEARCH AND DEVELOPMENT

During 2019, the Company and the Group had no material research and development expenditure in its core business, the core business of the Group being to offer clinical laboratory and medical diagnostic services. However, it incurred development expenditure in the area of software development, where the Group is working on new versions of Laboratory Information Systems (LIS) as well as it is customizing and developing additional functionality for the new group wide ERP system SAP S/4 HANA. The Group is currently evaluating whether to invest in the use of Artificial Intelligence techniques in order to improve its offerings, in particular by focusing on the high volume of prescription and test results processed by the Group.

EXISTENCE OF BRANCHES OUTSIDE THE UK

The Company has no branches, as defined in section 1046(3) of the Companies Act 2006, outside the UK.

GOING CONCERN

The directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Therefore, the annual financial statements are prepared adopting the going concern principles.

Further details regarding the adoption of the going concern basis are described in Note 2.5 of the financial statements.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.

The Group's principal financial instruments comprise bank loans and overdrafts, debentures, leases, trade payables, purchase contracts and loans granted. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group does not use derivative financial instruments for speculative purposes.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group performs ongoing credit risk evaluations of its receivables based on the various customer groups and established an allowance policy that represents its expected credit losses in respect of trade and other receivables as required by IFRS 9.

The Group's exposure to credit risk arises from default of the counterparty. The Group limits its exposure to credit risk by working with counterparties that have a high credit rating.

Cash flow risk

The Group's activities expose it primarily to the financial risks of changes in interest rate and in foreign currency exchange rates.

Interest rate risk is the risk that changes in market interest rates will affect the Group's income or the value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters. The Group's exposure to the risk of changes in market interest rates relates primarily to the floating tranches of the Senior Secured Notes, the Term Loans and to the debt drawn on the Revolving Credit Facility (RCF). Interest rate evolution is monitored on a frequent basis and quotations are established to judge on the opportunity to enter into interest rate hedging instruments. With two interest rate cap hedges in place, the main part of the Group long term debt is fixed.

The Group is exposed to foreign exchange risk, in the UK, Switzerland as well as several countries in the CGUs and group of CGUs Northern Europe, CEMEA, LATAM and Analytics & Services. However due to natural hedging in those countries and the fact that those countries do not reflect a material portion of the Group, the overall Foreign exchange risk is not material. Current Foreign exchange risk policy is not to enter into hedging.

Again, the Company does not see Brexit as a material risk, since the lab business is a local business and the Group's exposure in UK is overall limited. Anyhow, the Company continuously monitors the British exit process to adequately adjust its mitigation measures.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to manage liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. Such planning considers the maturity of financial assets and projected cash flow from operations, e.g. through a bottom up cash flow planning, as well as the maturity of debt and the management of working capital (by monitoring KPIs like Days Sales Outstanding (DSO), Days Payables Outstanding (DPO)). In addition, in order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group maintains a line of credit (Revolving Credit Facility) under which drawings could be made for financing acquisitions or for general financing purposes.

The directors did not recommend the payment of any dividend following their approval of the 2019 consolidated financial statements and no dividends were paid during the course of 2019 and 2018.

DIRECTORS

The directors, who served throughout the year (except as noted) and to the date of this report, were as follows:

Mathieu Olivier Floreani (from 11 June 2019)

Sami Badarani

Stuart James Quin (up to 11 June 2019)

DIRECTORS' INDEMNITIES

The Company has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

POLITICAL CONTRIBUTIONS

No political donations were made during the course of 2019 and 2018.

DISABLED EMPLOYEES

The Group is fully compliant with local legislations concerning disabled workers. Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group and the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. On top of that, specific initiatives have been put in place in various countries to promote further integration and motivation in this area.

EMPLOYEE CONSULTATION

The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Group and the Company as detailed in Section 172 section of the Strategic Report.

AUDITOR

Each of the persons who is a director at the date of approval of this report confirms that:

•	so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
•	the director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Deloitte LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place are being made for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.

Approved by the Board and signed on its behalf by:

25 May 2021

Sami Badarani, Director

Director's Responsibility Statement

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 "Reduced Disclosure Framework". Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing the parent company financial statements, the directors are required to:

•	select suitable accounting policies and then apply them consistently;
•	make judgments and accounting estimates that are reasonable and prudent; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

In preparing the group financial statements, International Accounting Standard 1 requires that directors:

•	properly select and apply accounting policies;
•	present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
•	provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
•	make an assessment of the Company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Approved by the Board and signed on its behalf by:

25 May 2021

Sami Badarani, Director

Independent auditor's report to the members of SYNLAB HOLDCO Limited

Report on the audit of the financial statements

Opinion

In our opinion:

•	the financial statements of SYNLAB HOLDCO Limited (the 'parent company') and its subsidiaries (the 'Group') give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 December 2019 and of the Group's loss for the year then ended;
•	the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union;
•	the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 "Reduced Disclosure Framework"; and
•	the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

•	the consolidated statement of income;
•	the consolidated statement of comprehensive income;
•	the consolidated and parent company statements of financial position;
•	the consolidated and parent company statements of changes in equity;
•	the consolidated statement of cash flows; and
•	the related notes 1 to 37.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and IFRSs as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the Group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 2 in the financial statements, which explains that these accounts have been amended to include additional disclosures required by EU company law relating to guarantees given to EU subsidiaries in respect of audit exemption. Our opinion is not modified in respect of this matter.

Conclusions relating to going concern

We are required by ISAs (UK) to report in respect of the following matters where:

•	the directors' use of the going concern basis of accounting in preparation of the financial statements is not appropriate; or
•	the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group's or the parent company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

We have nothing to report in respect of these matters.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in respect of these matters.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

•	the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
•	the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and of the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

•	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
•	the parent company financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of directors' remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

We have nothing to report in respect of these matters.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

London, United Kingdom 25 May 2021

Emma Cox BA ACA, Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

Consolidated statement of income for the year ended 31 December 2019

	Note	Year ended 31 December
		2019	2018 ^*
		€000	€000
Revenue	7	2,108,101	1,998,280
Material and related expenses	8	(466,955)	(439,242)
Payroll and related expenses	9	(869,028)	(824,450)
Other operating income	11	25,241	23,795
Other operating expenses	10	(363,443)	(344,698)
Depreciation and amortisation	12	(222,087)	(211,559)
Operating profit before acquisition, restructuring and impairment of non-current assets		211,829	202,126
Restructuring and other significant expenses	13	(28,067)	(45,370)
Acquisitions related income / (expenses)	13	1,532	(2,031)
Impairment of non-current assets	13	(91,064)	-
Operating profit		94,230	154,725
Share of loss of associates and other non-controlling		(1,125)	(1,292)
Profit / (Loss) on disposal of investment		58	141
Finance income	14	25,139	18,532
Finance costs	14	(191,002)	(177,197)
Loss before taxes		(72,700)	(5,091)
Income tax expenses	15	(24,316)	(29,194)
Net loss for the period		(97,016)	(34,285)
Profit attributable to non-controlling interests		2,239	1,159
Loss attributable to equity holders of the parent		(99,255)	(35,444)
Net loss for the period		(97,016)	(34,285)

The accompanying notes are an integral part of the financial statements.

^* Restated on adoption of IFRS 16. Refer to Note 2.2

Consolidated statement of comprehensive income for the year ended 31 December 2019

		Year ended 31 December
		2019	2018 ^*
	Note	€000	€000
Net loss for the period		(97,016)	(34,285)
Actuarial gains or losses on pension obligations	26	(7,336)	6,582
Taxes on actuarial gains or losses on pensions obligations		1,222	(848)
Items that will not be reclassified to profit or loss (a)		(6,114)	5,734
Foreign exchange gains		9,552	6,754
Other		(6)	14
Items that may be reclassified subsequently to profit or loss (b)		9,546	6,768
Revenues and expenses directly recognised in other comprehensive income (a) + (b)		3,432	12,502
Total consolidated comprehensive loss		(93,584)	(21,783)
Equity holders of the parent company		(95,782)	(22,954)
Non-controlling interests		2,198	1,171
Total consolidated comprehensive loss		(93,584)	(21,783)

^* Restated on adoption of IFRS 16. Refer to Note 2.2

The accompanying notes are an integral part of the financial statements.

Consolidated statement of financial position for the year ended 31 December 2019

		As at 31 December 2019	As at 31 December 2018*	As at 1 January 2018 ^*
	Note	€000	€000	€000
ASSETS
Goodwill	16	2,517,683	2,528,677	2,393,524
Intangible assets	17	887,062	901,216	941,591
Property, Plant and Equipment	18	232,310	226,226	213,453
Right of Use assets	18	396,800	399,522	376,140
Investments in associates	19	4,667	4,454	4,220
Other non-current assets	20	26,424	20,540	16,445
Deferred tax assets	21	38,005	32,558	5,050
Total non-current assets		4,102,951	4,113,193	3,950,423
Inventories		42,656	38,556	37,599
Trade accounts receivables	22	318,831	296,168	307,248
Other current assets	23	95,543	80,413	99,487
Cash and cash equivalents	24	238,712	120,561	236,360
Total current assets		695,742	535,698	680,694
Total assets		4,798,693	4,648,891	4,631,117

^* Restated on adoption of IFRS 16. Refer to Note 2.2

		As at 31 December 2019	As at 31 December 2018*	As at 1 January 2018 ^*
	Note	€000	€000	€000
EQUITY
Contributed capital	33	130,025	130,025	130,025
Additional paid-in capital	33	1,281,450	1,274,292	1,271,128
Cumulative translation adjustment		(6,218)	(15,830)	(22,579)
Accumulated deficit		(435,233)	(330,158)	(299,815)
Total parent company interests		970,024	1,058,329	1,078,759
Non-controlling interests		(1,737)	(836)	770
Total equity		968,287	1,057,493	1,079,529
LIABILITIES
Loans and borrowings (non-current)	25	2,666,987	2,494,316	2,489,402
Non-current lease liabilities	25	331,578	341,034	313,753
Employee benefits liabilities	26	47,799	38,652	45,051
Non-current provisions	28	3,694	5,963	6,010
Other non-current liabilities	30	31,625	22,889	17,117
Deferred tax liabilities	21	202,471	206,568	191,921
Total non-current liabilities		3,284,154	3,109,422	3,063,254
Current loans and borrowings	25	22,587	4,305	4,780
Current lease liabilities	25	88,566	79,265	77,680
Trade accounts payable	30	246,114	229,162	222,622
Contract liabilities		4,334	3,956	0
Current provisions	28	9,439	11,167	8,010
Income tax liabilities		12,281	10,702	18,820
Other current liabilities	30	162,931	143,419	156,422
Total current liabilities		546,252	481,976	488,334
Total liabilities		3,830,406	3,591,398	3,551,588
Total liabilities and equity		4,798,693	4,648,891	4,631,117

^* Restated on adoption of IFRS 16. Refer to Note 2.2

The accompanying notes are an integral part of the financial statements.

The financial statements were approved by the board of directors on 25 May 2021 and were signed on its behalf by:

25 May 2021

Sami Badarani, Director

Company number: 09623809

Company statement of financial position for the year ended 31 December 2019

		As at 31 December 2019	As at 31 December 2018
	Note	€000	€000
ASSETS
Investments in subsidiaries	36	1,397,890	1,397,890
Total non-current assets		1,397,890	1,397,890
Total assets		1,397,890	1,397,890
EQUITY
Contributed capital	33	130,025	130,025
Additional paid-in capital	33	1,267,865	1,267,865
Accumulated deficit		(130)	(100)
Total equity		1,397,760	1,397,790
LIABILITIES
Trade accounts payable		130	100
Total current liabilities		130	100
Total liabilities		130	100
Total liabilities and equity		1,397,890	1,397,890

The accompanying notes are an integral part of the financial statements.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 to not present the parent company income statement. The net loss and the total comprehensive income for the parent company for the year was (30) k€ (2018: (27) k€).

The financial statements were approved by the board of directors on 25 May 2021 and were signed on its behalf by:

25 May 2021

Sami Badarani, Director

Company number: 09623809

Consolidated statement of changes in equity for the year ended 31 December 2019

	Contributed capital	Additional paid-in capital	Cumulative translation adjustment
	€000	€000	€000
Balance as at 1 January 2019	130,025	1,274,292	(15,830)
Effect of change in accounting policy for IFRS 16 ^*	-	-	-
Balance as at 1 January 2019 - as restated	130,025	1,274,292	(15,830)
Net result for the year	-	-	-
Other comprehensive income	-	-	9,612
Total comprehensive income for the year	-	-	9,612
Transactions with owners, recorded directly in equity
Acquisition of non-controlling interests	-	-	-
Share-based payment transactions	-	7,158	-
Dividends	-	-	-
Balance as at 31 December 2019	130,025	1,281,450	(6,218)

	Accumulated deficit	Total	Noncontrolling interest	Equity
	€000	€000	€000	€000
Balance as at 1 January 2019	(317,065)	1,071,422	(969)	1,070,453
Effect of change in accounting policy for IFRS 16 ^*	(13,093)	(13,093)	133	(12,960)
Balance as at 1 January 2019 - as restated	(330,158)	1,058,329	(836)	1,057,493
Net result for the year	(99,255)	(99,255)	2,239	(97,016)
Other comprehensive income	(6,108)	3,504	(41)	3,463
Total comprehensive income for the year	(105,363)	(95,751)	2,198	(93,553)
Transactions with owners, recorded directly in equity
Acquisition of non-controlling interests	288	288	(505)	(217)
Share-based payment transactions	-	7,158	-	7,158
Dividends	-	-	(2,594)	(2,594)
Balance as at 31 December 2019	(435,233)	970,024	(1,737)	968,287

	Contributed capital	Additional paid-in capital	Cumulative translation adjustment
	€000	€000	€000
Balance as at 1 January 2018	130,025	1,271,128	(22,579)
Effect of change in accounting policy for IFRS 16 ^*	-	-	-
Balance as at 1 January 2018 - as restated	130,025	1,271,128	(22,579)
Net result for the year	-	-	-
Other comprehensive income	-	-	6,749
Total comprehensive income for the year	-	-	6,749
Transactions with owners, recorded directly in equity
Acquisition of non-controlling interests	-	-	-
Share-based payment transactions	-	3,164	-
Dividends	-	-	-
Balance as at 31 December 2018 - as restated	130,025	1,274,292	(15,830)

	Accumulated deficit	Total	Noncontrolling interest	Equity
	€000	€000	€000	€000
Balance as at 1 January 2018	(290,244)	1,088,330	770	1,089,100
Effect of change in accounting policy for IFRS 16 ^*	(9,674)	(9,674)	103	(9,571)
Balance as at 1 January 2018 - as restated	(299,918)	1,078,656	873	1,079,529
Net result for the year	(35,444)	(35,444)	1,159	(34,285)
Other comprehensive income	5,401	12,150	13	12,163
Total comprehensive income for the year	(30,043)	(23,294)	1,172	(22,122)
Transactions with owners, recorded directly in equity
Acquisition of non-controlling interests	(197)	(197)	(191)	(388)
Share-based payment transactions	-	3,164	-	3,164
Dividends	-	-	(2,690)	(2,690)
Balance as at 31 December 2018 - as restated	(330,158)	1,058,329	(836)	1,057,493

^* Restated on adoption of IFRS 16. Refer to Note 2.2

The accompanying notes are an integral part of the financial statements.

Company statement of changes in equity For the year ended 31 December 2019

	Contributed capital	Additional paid-in capital	Accumulated deficit	Total
	€000	€000	€000	€000
Balance at 1 January 2019	130,025	1,267,865	(100)	1,397,790
Net result for the year	-	-	(30)	(30)
Total comprehensive loss for the year	-	-	(30)	(30)
Balance at 31 December 2019	130,025	1,267,865	(130)	1,397,760

	Contributed capital	Additional paid-in capital	Accumulated deficit	Total €000
	€000	€000	€000
Balance at 1 January 2018	130,025	1,267,865	(73)	1,397,817
Net result for the year	-	-	(27)	(27)
Total comprehensive loss for the year	-	-	(27)	(27)
Balance at 31 December 2018	130,025	1,267,865	(100)	1,397,790

The accompanying notes are an integral part of the financial statements.

Consolidated statement of cash flows for the year ended 31 December 2019

		Year ended 31 December 2019	Year ended 31 December 2018 ^*
	Note	€000	€000
Operating Profit		94,230	154,725
Depreciation, amortisation, impairment		313,151	211,565
Change in provisions		(2,418)	(263)
Loss from the disposal of non-current assets		(134)	(211)
Other non-cash revenues and expenses		5,371	(3,903)
Operating cash flow before changes in net working capital		410,200	361,907
Change in inventories		(2,445)	(162)
Change in trade accounts receivable		(18,699)	14,810
Change in trade accounts payable		3,127	(4,058)
Change in other net working capital		8,634	5,061
Income tax paid		(41,219)	(38,406)
Cash flow from operating activities (A)		359,598	339,152
Acquisition of subsidiaries, net of cash acquired and changes in debt related to acquisitions		(92,630)	(121,808)
Purchase of intangibles and property, plant and equipment		(79,900)	(93,775)
Proceeds from sale of intangibles and property, plant and equipment		2,101	1,124
Increase in other non-current assets		(478)	-
Decrease in other non-current assets		415	1,391
Interest received		203	966
Net cash from disposal of investments		(358)	375
Dividends received		394	298
Cash flow used in investing activities (B)		(170,253)	(211,429)
Interest paid		(135,004)	(154,095)
New loans, borrowings and other financial liabilities		1,108,708	472
Repayment of loans, borrowings and other financial liabilities		(951,742)	(12,491)
Repayment of lease liabilities		(85,475)	(68,619)
Dividends paid and other payments to non-controlling interests		(3,712)	(3,700)
Cash flow used in financing activities (C)		(67,225)	(238,433)
TOTAL CASH FLOWS (A+B+C)		122,120	(110,710)
Cash and cash equivalent at the beginning of the period		120,561	236,360

		Year ended 31 December 2019	Year ended 31 December 2018*
	Note	€000	€000
Net foreign exchange differences		(3,969)	(5,089)
Cash and cash equivalent at the end of the period	24	238,712	120,561
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		118,151	(115,799)

^* Restated on adoption of IFRS 16. Refer to Note 2.2

The accompanying notes are an integral part of the financial statements.

Notes to the consolidated financial statements for the year ended 31 December 2019

1. Reporting entity

The consolidated financial statements were prepared by SYNLAB HOLDCO Limited (hereinafter: "the Company"), London, United Kingdom. The ultimate parent company of the Synlab Group is SYNLAB Limited. SYNLAB HOLDCO Limited is a private company limited by shares incorporated in the United Kingdom under the Companies Act and is registered under the number 09623809 (England and Wales) and has its registered address at 2 Portman Street, London W1H 6DU, United Kingdom. The Group consolidated financial statements as at and for the period from 1 January 2019 to yearend 31 December 2019 consolidate those of the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities") and include the Group's interest in associates.

The Synlab Group is the largest European private supplier of medical diagnostic services, primarily involved in clinical diagnostics testing and screening services. The Group, which is based in the UK, employs approximately 22,000 employees and benefits from a pan-European network across 38 countries. The Group is currently active in Austria, the Republic of Belarus, Belgium, Brazil, Colombia, Croatia, Cyprus, the Czech Republic, Denmark, Ecuador, Estonia, Finland, France, Germany, Ghana, Gibraltar, Hungary, Isle of Man, Ireland, Italy, Lithuania, Mexico, Netherlands, Nigeria, North Macedonia, Norway, Panama, Peru, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine and the United Kingdom.

In the opinion of the directors, the Company's immediate and ultimate parent company is Ephios Luxembourg Sarl, a company registered in Luxembourg. The Group is ultimately owned by funds advised by Cinven Capital Management (V) General Partner Limited, authorised and regulated by the Guernsey Financial Services Commission (reference number: 2022096). Novo owns a stake of approximately 20% of the equity of SYNLAB. Cinven remains the majority holder.

The parent undertaking of the largest and smallest group, which includes the Company and for which group accounts are prepared, is SYNLAB Limited, a company incorporated in the United Kingdom which operates under the laws of England and Wales. Copies of the group financial statements of SYNLAB Limited are available from Companies House.

The parent undertaking of the smallest group is SYNLAB HOLDCO Limited, which was incorporated under the laws of England and Wales. The Company's immediate controlling party is SYNLAB Limited. The Group audited consolidated financial statements were authorised for issue by the directors on 25 May 2021.

2. Basis of preparation

Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

SYNLAB HOLDCO Limited wishes to provide the information contained herein as an addition to the information disclosed in its annual accounts filed with Companies House for 2019. The accounts have been prepared as at the original date of signing of the 2019 filed financial statements with Companies House and contain no adjustment or consideration of events occurring post that date.

These amended SYNLAB HOLDCO Limited Group accounts give a true and fair view of the state of Synlab Holdco Limited Group's and the parent company's affairs as at 31 December 2019 and of the Group's results for the year then ended and therefore provide better and more relevant information for the reader. Additionally these consolidated Group financial statements can be used by local subsidiaries in various countries to fulfil local filing requirements.

2.1 Statement of compliance

The Group consolidated financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards (IFRSs), as adopted by the European Union (EU) effective as at 31 December 2019.

The parent company's financial statements present information about the Company SYNLAB HOLDCO Limited for the year ended 31 December 2019. The Company has elected to prepare the parent company's financial statements in accordance with FRS 101 (Financial Reporting Standard 101) 'Reduced Disclosure Framework' as issued by the Financial Reporting Council. As permitted by section 408 of the Companies Act 2006 the Company has not presented its own profit and loss account. As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to share-based payment, financial instruments, capital management, presentation of comparative information in respect of certain assets, presentation of a cash flow statement, standards not yet effective, impairment of assets and related party transactions. Where required equivalent disclosures are given in the Group consolidated financial statements.

2.2 IFRS basis adopted

2.2.1 Standards, amendments and interpretations effective or adopted in 2019

From 1 January 2019, the following standards and amendments are effective in the Group's consolidated Financial Statements:

•	IFRS 16: 'Leases'

The impact of adoption of these standards and the key changes to the accounting policies are disclosed below.

The following standards and amendments to IFRSs became effective for the period beginning on 1 January 2019 and did not have a material impact on the consolidated financial statements:

•	Amendments to IAS 19: Employee Benefits (issued on 7 February 2018)
•	IFRIC 23: Uncertainty over Income Tax Treatments
•	Annual Improvements to IFRSs 2015-2017 Cycle: Amendments to IFRS 11 Joint Arrangements and IAS 12 Income Taxes

•	Amendments to IFRS9 : Prepayment Features with Negative Compensation
•	Amendments o IAS28: Long term interests in Associates and Joint Ventures

IFRS 16

In the current year, the Group has applied IFRS 16 Leases (as issued by the IASB in January 2016) for the first time.

IFRS 16 introduces new or amended requirements with respect to lease accounting. It introduces significant changes to the lessee accounting by removing the distinction between operating and finance leases and requiring the recognition of a Right of Use asset and a lease liability at the lease commencement for all leases, except for shortterm leases, leases of low value assets (defined as all lease of assets with an original price of EUR 5,000.00 or less). The impact of the adoption of IFRS 16 on the Group's consolidated financial statements is described below.

•	The date of initial application of IFRS 16 for the Group is 1 January 2019.
•	The Group has applied IFRS 16 using the fully retrospective approach from the date of acquisition, with restatement of the comparative information.

Impact of the new definition of a lease

The Group has made use of the practical expedient available on transition to IFRS 16 not to reassess whether a contract is or contains a lease. Accordingly, the definition of a lease in accordance with IAS 17 and IFRIC 4 will continue to be applied to leases entered or modified before 1 January 2019.

The change in definition of a lease mainly relates to the concept of control. IFRS 16 determines whether a contract contains a lease on the basis of whether the customer has the right to control the use of an identified asset for a period of time in exchange for consideration. This is in contrast to the focus on 'risks and rewards' in IAS 17 and IFRIC 4. The Group applies the definition of a lease and related guidance set out in IFRS 16 to all lease contracts entered into or modified on or after 1 January 2019 (whether it is a lessor or a lessee in the lease contract). In preparation for the first-time application of IFRS 16, the Group has carried out an implementation project. The project has shown that the new definition in IFRS 16 will not change significantly the scope of contracts that meet the definition of a lease for the Group.

Impact on Lessee Accounting

IFRS 16 changes how the Group accounts for leases previously classified as operating leases and finance leases under IAS 17, which were off-balance-sheet.

Applying IFRS 16, for all leases the Group:

a)	Recognises right of use assets and lease liabilities in the consolidated statement of financial position, initially measured at the present value of future lease payments;
b)	Recognises depreciation of right of use assets and interest on lease liabilities in the consolidated statement of profit or loss; and
c)	Separates the local amount of cash paid into a principal portion (presented with financing activities) and interest (presented within operating activities) in the Consolidated statement of profit or loss.

Lease incentives (e.g. free rent period) are recognized as part of the measurement of the right of use assets and lease liabilities whereas under IAS 17 they resulted in the recognition of a lease incentive liability, amortised as a reduction of rental expense on a straight-line basis.

Under IFRS 16, Right of Use (RoU) assets are tested for impairment in accordance with IAS 36 Impairment of Assets. This replaces the previous requirement to recognize a provision for onerous lease contracts.

For short-term leases (lease term of 12 months or less) and lease of low-value assets (such as personal computers and office furniture), the Group has opted to recognize a lease expense on a straight-line basis as permitted by IFRS 16. This expense is presented within other expenses in the consolidated statement of profit or loss.

The main difference between IFRS 16 and IAS 17 with respect to assets formerly held under a finance lease is the measurement of residual value guarantees provided by a lessee to a lessor. IFRS 16 requires that the Group recognizes as part of its lease liability only the amount expected to be payable under a residual value guarantee, rather than the maximum amount guaranteed as required by IAS 17. This change did not have a material effect on the Group's consolidated financial statements.

Impact on Lessor Accounting

IFRS 16 does not change substantially how a lessor accounts for leases. Under IFRS 16, a lessor continues to classify leases as either finance leases or operating leases and account for those two types of leases differently. Under IFRS 16, an intermediate lessor accounts for the head lease and the sublease as two separate contracts. The intermediate lessor is required to classify the sublease as a finance or operating lease by reference to the right of use asset arising from the head lease (and not by reference to the underlying asset as was the case under IAS 17).

The Group has only few subleases to external parties with no material effect on financial statements.

Financial impact of initial application of IFRS 16

The tables below show the amount of adjustment for each financial statement line item affected by the application of IFRS 16 for the current and prior year.

Impact on profit or loss

The new standard has resulted in a change in the amount and presentation of expenses related to leases formerly classified as operating leases (where the Group is a lessee). Under IAS 17, the old standard, operating lease expense was presented as part of operating expenses. Applying IFRS 16, the expense is split into financing cost and depreciation expense. Consequently, key performance indicators (KPIs) such as operating profit and Adjusted EBITDA, which are reported by Group, have been affected. The accounting for leases formerly classified as Finance Lease did not significantly change however now the IBR (Incremental Borrowing Rate) according to IFRS 16 will be applied for discounting the lease liability.

There are some exceptions. Any rental payments not included in the initial measurement of the liability, including variable lease payments, remain classified as operating expenses, including expenses relating to short-term and low-value leases contracts for which the Group, as a lessee, makes use of the available exemption.

For the twelve months period ended 31 December 2019 the Group shows following amounts classified as operating expenses:

• Short-term leases:	2.2 M€	(2018: 2.7 M€)
• Low-value leases:	1.2 M€	(2018: 0.8 M€)
• Variable lease payments:	4.2 M€	(2018 1.1 M€)

A number of the Group's leases relate to laboratory machines, and are classified as embedded leases according to IFRS. For laboratory machines which fall under such contracts, the Group purchases a volume of reagents and/or maintenance from the supplier at a fixed price per test, and the supplier provides the laboratory machine for no additional cost during the contractual period. The lease rental of the laboratory machine is included in the price per test. According to IFRS, the arrangement conveys a right to use the machine and therefore, a lease is present in the contract, and the arrangement falls within the scope of IFRS 16.

However, the price per test in the contractual terms of the aforementioned supply agreements are entirely variable and therefore do not in fact qualify as lease rentals under IFRS 16. Based on this, the affected laboratory machines are not included in the RoU assets for 2018 and 2019. Going forward, i.e. starting 2020, Synlab will consider this change in requirements regarding the contractual terms in the preparation of new supplier agreements or amendments, so that embedded lease arrangement will fall under the scope of IFRS 16. This process has already started and several agreements have been adjusted.

Impact on profit or loss at 31 December 2018		As previously reported	IFRS 16 adjustments	As restated
		€000	€000	€000
Material and related expenses	(1)	(431,892)	(7,350)	(439,242)
Other operating expenses	(2)	(421,390)	76,692	(344,698)
Depreciation and amortization	(3)	(150,771)	(60,788)	(211,559)
Operating profit before acquisition, restructuring and impairment of non-current assets		193,573	8,553	202,126
Operating profit		146,172	8,553	154,725
Share of loss of associates and other non-controlling interest	(4)	(1,261)	(31)	(1,292)
Finance costs	(5)	(164,056)	(13,141)	(177,197)
Loss before taxes		(473)	(4,618)	(5,091)
Income tax expenses	(6)	(30,414)	1,220	(29,194)
Net loss for the period		(30,887)	(3,398)	(34,285)

The application of IFRS 16 resulted in the following impact on profit or loss (1) Increase in Material and related expenses, (2) decrease in other operating expenses, (3) increase in depreciation and amortisation, (4) increase in share of loss of associates and other non-controlling interest, (5) increase in finance costs and (6) decrease in income tax expenses.

Impact on assets, liabilities and equity

The new requirements lead to an increase in recognised assets and liabilities. The Group, as lessee, had a significant portfolio of operating leases that were off-balance sheet under IAS 17. Most of these leases are recognised on-balance sheet under IFRS 16. The effect is more significant for leases with a longer lease period and a lower discount rate.

Equipment held under finance lease arrangements previously presented within property, plant and equipment is now presented within the line item right of use assets.

Deferred tax assets have been decreased due to the higher net effect of lease liabilities over right of use assets recognised

Impact on assets, liabilities and equity as at 1 January 2018		As previously reported	IFRS 16 adjustments	As restated
		€000	€000	€000
Intangible assets	(a)	941,651	(60)	941,591
Property, plant and equipment	(b)	274,999	(60,386)	214,613
Right of use assets	(C)	-	376,140	376,140
Deferred tax assets	(d)	14,388	(9,338)	5,050
Total non-current assets		3,646,883	306,356	3,953,239
Total assets		4,327,577	306,356	4,633,933
Total equity		1,089,100	(9,571)	1,079,529
Non-current lease liabilities	(e)	44,396	269,357	313,753
Deferred tax liabilities	(f)	204,079	(12,158)	191,921
Total non-current liabilities		2,808,870	257,199	3,066,069
Current lease liabilities	(g)	18,952	58,728	77,680
Total current liabilities		429,607	58,728	488,335
Total liabilities and equity		4,327,577	306,356	4,633,933

Impact on assets, liabilities and equity as at 31 December 2018		As previously reported	IFRS 16 adjustments	As restated
		€000	€000	€000
Intangible assets	(a)	901,380	(164)	901,216
Property, plant and equipment	(b)	284,400	(58,174)	226,226
Right of use assets	(C)	-	399,522	399,522
Deferred tax assets	(d)	31,754	804	32,558
Total non-current assets		3,771,205	341,988	4,113,193
Total assets		4,306,904	341,988	4,648,892
Total equity		1,070,451	(12,960)	1,057,491
Non-current lease liabilities	(e)	40,427	300,607	341,034
Deferred tax liabilities	(f)	210,119	(3,551)	206,568
Total non-current liabilities		2,812,366	297,056	3,109,422
Current lease liabilities	(g)	21,375	57,890	79,265
Total current liabilities		424,087	57,890	481,977
Total liabilities and equity		4,306,904	341,988	4,648,892

The application of IFRS 16 resulted in the recognition of right of use assets (c) and lease liabilities (e) + (g).

Equipment under finance lease arrangements under IAS 17, previously presented within property, plant and equipment (b) is now being presented within the line item Right of use assets (c).

Lease liability on leases previously classified as finance leases under IAS17 and previously presented within obligations under finance leases is now presented in the line "lease liabilities" (e) + (g).

Lease incentives liability previously recognised with respect to operating leases has been derecognised and the amount factored into the measurement of the Right of use assets (c) and lease liabilities (e) + (g).

Impact on cash flows

•

The application of IFRS 16 has an impact on the consolidated statement of cash flows of the Group.

•

Under IFRS 16, lessees must present:

Short-term lease payments, payments for leases of low-value assets and variable lease payments not included in the measurement of the lease liability as part of operating activities;• Cash paid for the interest portion of a lease liability as either operating activities or financing activities, as permitted by IAS 7 (the Group has opted to include interest paid as part of financing activities); and• Cash payments for the principal portion for a lease liability, as part of financing activities.

Under IAS 17, all lease payments on operating leases were presented as part of cash flows from operating activities. Consequently, the net cash generated by operating activities has increased by 72.0 M€ in 2019 (69.2 M € in 2018) being the lease payments, and net cash used in financing activities has increased by the same amount.

Impact on cash flow as at 31 December 2018	As previously reported	IFRS 16 adjustments	As restated
	€000	€000	€000
Operating Profit	146,314	8,411	154,725
Depreciation, amortisation, impairment	150,772	60,787	211,559
Cash flow from operating activities (A)	269,954	69,198	339,152
Purchase of intangibles and property, plant and equipment	(85,154)	(8,621)	(93,775)
Cash flow (used in) investing activities (B)	(202,784)	(8,621)	(211,405)
Interest paid	(140,206)	(13,913)	(154,119)
Repayment of Lease liabilities	(21,954)	(46,665)	(68,619)
Cash flow from financing activities (C)	(177,880)	(60,577)	(238,457)
TOTAL CASH FLOWS (A+B+C)	(110,710)	-	(110,710)

Impact on the statement of changes in equity

The restatement to accumulated deficit to be recorded in the statement of changes in equity is as follows:

	Accumulated deficit
	€000
Balance at 1 January 2018	(290,244)
Effect of change in accounting policy for IFRS 16 (note 2.2.1)	(9,674)
Balance at 1 January 2018 - As restated	(299,918)

	Accumulated deficit
	€000
Balance at 1 January 2019	(317,065)
Effect of change in accounting policy for IFRS 16 (note 2.2.1)	(13,093)
Balance at 1 January 2019 - As restated	(330,158)

2.2.2 New standards, amendments and interpretations not applicable

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2019, and have not been applied in preparing these consolidated financial statements.

•	Amendments to IFRS 3: Definition of a Business
•	IFRS 10 and IAS 28 (amendments): Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
•	IFRS 17: Insurance Contracts (will replace IFRS 4)
•	Amendments to IAS 1 and IAS 8: Definition of material
•	Conceptual Framework: Amendments to References to the Conceptual Framework in IFRS Standards

The directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group in future periods.

2.3 Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following items in the statement of financial position:

•	derivative financial instruments are measured at fair value and
•	certain long-term financial assets are measured at fair value.

2.4 Functional and presentation currency

These consolidated financial statements are presented in euro, which is the Company's functional currency. All financial information presented in euro has been rounded to the nearest thousand.

2.5 Going Concern

The financial statements of the Group set out on pages 28 to 39 have been prepared on a going concern basis. At 31 December 2019, the Group had net assets of 968.3 M€ (31 December 2018 restated: 1,057.5 M€). The Group reported an operating profit of 94.2 M€ for the year ended 31 December 2019 (31 December 2018 restated: 154.7 M€), net cash inflows from operating activities of 369.5 M€ (31 December 2018 restated: 339.2 M€) and cash inflows of 122.1 M€ (31 December 2018: 110.7 M€ outflows).

The Directors consider the going concern basis to be appropriate following their assessment of the Group's financial position and its ability to meet its obligations as and when they fall due. In making the going concern assessment the Directors have taken into account the following:

•

the principal risks facing the Group and its systems of risk management and internal control;

•

the current capital structure and liquidity of the Group (see Strategic Report and Note 25, Borrowings and other financial liabilities), including the recent draw down of 219 M€ of Revolving Credit Facility;

•

the base case cashflow forecasts over 2020 and 2021 and a number of downside sensitivities to those forecasts, including a stress test scenario described further below;

•

specifically in relation to the potential impact of the Covid-19 pandemic on the Group, the Directors have considered:

•	the current trading performance of laboratories in countries which are most significantly impacted by Covid-19;
•	market intelligence from competitors in markets such as China, who are further advanced through the pandemic, reflecting possible future trends;
•	current available information for each of the group's geographies regarding additional factors impacting the group as a result of Covid-19, primarily reflecting governmental support;
•	other mitigating factors within the group's control, specifically the timing of discretionary investment expenditure;

The key stress test scenario that the Directors have modelled reflects a reduction in volumes which management consider unlikely but have been used to demonstrate the impact on net cashflows. The assumptions used include:

•

Volume reductions averaging 38% over the period from April to December 2020, phased for modelling purposes as follows:

•	65% reduction in volumes across all operating segments between April and June 2020;
•	A gradual recovery in the second half of 2020 with 40% reduction in July, 30% in August and 20% in September to December.

•

Mitigating actions within management control including delayed capital and M&A expenditure together with the estimated impact of existing governmental support relating predominantly to payroll cash costs and taxes.

•

The stress test excludes any revenue generated by Covid-19 testing.

Under this stress test scenario and taking into account the RCF drawn down in March 2020, the Group still has liquidity headroom in excess of 150 M€ within the Going Concern period.

Leveraging the work done on the unlikely occurrence of the stress test scenario, the Group has also established a financial model to reflect latest available information and consider its financial impact on a monthly basis. This model is helping the Group in monitoring the impact of the dynamic situation on its financials.

The Directors have also considered the wider operational consequences and ramifications of the Covid-19 pandemic.

•	Business continuity plans are in place across each of the Group's operating segments, with measures to manage employee absences, the efficiency and stability of the Group's infrastructure and the ability for home working for non-operational activities. Leadership teams and working groups led by senior managers are in place to support operational resilience and taking common-sense precautions with a view to ensuring the wellbeing of colleagues. The approach is reviewed on a daily basis in line with latest global developments and government guidance.
•	Testing and particularly medical testing is a resilient and defensive market, which has historically had limited impact from past economic or capital market downturns. The Group is highly diversified in terms of its geographies and the nature of the testing that it undertakes and is not materially exposed to a single customer or market sector.
•	Although Covid-19 developments are fluid, the stress testing demonstrates the Group's financial resilience and operating flexibility.

Following the assessment of the Group's financial position, the operational consequences and ramifications of the Covid-19 pandemic and its ability to meet its obligations as and when they fall due, based on the above analysis the Directors have a reasonable expectation that the Group will be able to continue to operate for at least the next 12 months. Therefore, the financial statements have been prepared on a going concern basis.

2.6 Use of estimates and judgements

The preparation of the consolidated Group financial statements requires management to make judgements, estimates and assumptions in applying the Group's accounting policies to determine the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis, with revisions to accounting estimates applied prospectively.

2.6.1 Critical accounting judgements

In applying the Group's accounting policies, management has applied judgement in the following areas that have a significant impact on the amounts recognised in the consolidated financial statements.

LEASES

The evaluation whether or not the exercise / non-exercise of purchase or extension / termination options is "reasonably certain" may require substantial judgement.

The Group reassess whether it is reasonably certain to exercise an extension option, or not to exercise a termination option, upon the occurrence of either a significant event or a significant change in circumstances that:

•	is within the control of the lessee; and

•	affects whether the lessee is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term.

The Group revise the lease term if there is a change in the non-cancellable period of a lease. For example, the non-cancellable period of a lease will change if one of the following occurs

•	the lessee exercises an option not previously included in the entity's determination of the lease term;
•	the lessee does not exercise an option previously included in the entity's determination of the lease term;
•	an event occurs that contractually obliges the lessee to exercise an option not previously included in the entity's determination of the lease term; or
•	an event occurs that contractually prohibits the lessee from exercising an option previously included in the entity's determination of the lease term.

The lease term may also be revised following a reassessment as to whether an extension option is reasonably certain to be exercised, or a termination option is reasonably certain not to be exercised.

BASIS OF CONSOLIDATION

Judgement is applied when determining if the Group controls a subsidiary or associate. In assessing control, the Group considers whether it has power over the investee to affect the amount of investors returns. See Note 3 Basis of consolidation policy and Note 4 Basis in scope of consolidation.

THE CLASSIFICATION OF SEPARATELY DISCLOSED ITEMS AND OTHER ADJUSTING ITEMS IN THE PRESENTATION OF ADJUSTED EBITDA

Judgement is exercised in determining the adjustments to apply to IFRS measurements in order to derive AEBITDA, which provides additional useful information on the underlying trends, performance and position of the Group. This assessment covers the nature of the item, cause of occurrence and the scale of impact of that item on reported performance. Reversals of previous costs classified as separately disclosed items or other adjusting items in the presentation of Adjusted EBITDA are assessed based on the same criteria. A breakdown of the separately disclosed items is included in the Group income statement and within note 13 to the financial statements. A breakdown of the other adjusting items in the presentation of Adjusted EBITDA are disclosed in Note 5.

2.6.2 Key sources of estimation

Information about assumptions and estimation concerning the future, and other key sources of estimation at the reporting date, that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

REVENUE ESTIMATION

The Group earns revenues from a wide range of analysis and diagnostic testing services, which are invoiced to a range of customers including insurance companies, hospitals, individuals, pharmacies, and National Heath organisations. The most significant areas of revenue estimation in the Group relate to:

(a)

revenue recognised based on as yet, unconfirmed public health budgets, where revenue is estimated based on historical patterns together with other publically available information (Germany, Italy, Switzerland and Spain being the most significant segments of the business impacted); and

(b)

SYNLAB estimates the consideration received or receivable (taking into account the amount of any trade discounts and volume rebates) using

•	down payments and pricing mechanisms as agreed during contract negotiations,
•	historical experience,
•	actual work performed (e.g. analyses completed) and
•	other factors that might be relevant for adjusting down payments (e.g. inflation).

Based on historical data and experience, the measures are reliable and the economic benefits associated with the revenue recognized based on these measures are probable to flow to the entity.

Please refer to Note 3 for further details.

GOODWILL AND IMPAIRMENT OF GOODWILL

The Group determines on an annual basis whether goodwill is impaired. The determination as to whether goodwill has been impaired involves estimation of the key inputs in the impairment process including:

•	the forecast cash flows and management assumptions for revenue growth and EBITDA margin used in making the determinations which are based on financial budgets covering a five year period;
•	the key assumptions in calculating the discount rates applied to each cash generating unit or group of cash generating units ("CGUs"), in particular the risk free rate, equity risk premium, size premium and tax rates which are used in the calculation; and
•	the terminal growth rates applied to each of the CGUs.

Please refer to Note 16 Goodwill.

ACQUISITIONS

Acquisition accounting involves estimation in determining the fair value of identifiable assets, liabilities and contingent assets and liabilities assumed in a business combination and the fair value of the consideration payable. The key areas of estimation include:

•

estimates in accounting for any unusual terms and conditions in the respective share purchase agreement ("SPA"), including contingent consideration. These amounts are contingent on the acquired business meeting agreed performance targets. At the date of the acquisition, the Group reviews the profit and cash forecasts for the acquired business and estimates the amount of contingent consideration that is likely to be due. See Note 30 Trade Payables and other Liabilities; and

•

the key assumptions within the fair value calculation of the intangible assets through a purchase price allocation, specifically the discount rates, revenue growth rates and future cash flow forecasts.

Please refer to Note 4 Significant events and Note 17 Intangible assets.

3. Significant accounting policies

The accounting policies adopted for the first time preparation of the IFRS consolidated financial statements of SYNLAB HOLDCO Limited are described below.

The accounting policies have been applied consistently by Group entities.

BASIS OF ACCOUNTING

The financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

•	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
•	Level 2 inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
•	Level 3 unobservable inputs for the asset or liability, notably Synlab's own data.

The principal accounting policies adopted are set out below.

BASIS OF CONSOLIDATION

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved when the Company:

•	has the power over the investee;
•	is exposed, or has rights, to variable return from its involvement with the investee; and
•	has the ability to use its power to affects its returns.

When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

•	the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
•	potential voting rights held by the Company, other vote holders or other parties;
•	rights arising from other contractual arrangements including articles of association, shareholders agreement; and
•	any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made.

Regulations governing the ownership and certification of laboratories in certain jurisdictions require the Group to hold each clinical laboratory or a limited number of the clinical laboratories through a separate subsidiary. Certain countries also regulate the corporate form through which laboratories may be held, such as "MVZs" (Medizinisches Versorgungszentrum) in Germany and "SELs" (société d'exercice libéral) in France.

In France, the Group is subject to regulatory constraints on the ownership of share capital and voting rights of SELs operating clinical laboratories by persons other than laboratory doctors and laboratory companies. Indeed laboratory doctors practising in the SEL should have the majority of voting rights and the majority of the share capital since the French law on medical biology adopted on 30 May 2013 (which includes a grandfathering clause for existing SELs, which are operating under a different ownership structure with the majority of their share capital held by laboratory companies as of the date of enactment). To comply with such regulatory constraints, the Group has put in place a specific corporate structure pursuant to which, and subject to a few exceptions, the Group, directly or indirectly, hold the maximum % of shares authorised by the law (up to 99.9% of share capital for historical SELs owned before May 2013 and 49.9% of share capital for SELs acquired since May 2013) while some of the laboratory doctors practising in said SEL hold the remaining shares. However, in all instances, the Group has been granted substantially all of the economic rights which is implemented through the issuance of preferred shares when laboratory doctors practicing in said SEL hold more than 50% of the share capital. The Group has therefore put in place mechanisms that grant it substantially all of the economic rights in such SELs and allow it to control the relevant activities, in accordance with the French regulatory framework, and fully consolidate its French network. The control exercised over French subsidiaries is based on specific governance mechanisms and contractual agreements with laboratory doctors practicing in the SEL, qualified by the Group as de facto control.

In Germany, due to German fee regulations, local physicians outsource a wide range of laboratory procedures to medical collaborative laboratories ("CLs"), which may also be responsible for billing. The sole shareholders of such CLs are local physicians co-operating to provide the required services in an economically viable way. The Synlab Group as a laboratory services provider thus sometimes has to cooperate based on contractual agreements with these CLs to render services. As a consequence of these contracts most of the benefits from the CL's business operations accrue to the Group, i.e. the Group has put in place mechanisms that grant it the majority of the economic rights in such CLs and allow it to control the relevant activities, in accordance with the German regulatory framework. The Group therefore considers it has control over the CLs even though it does not legally own a shareholding and fully consolidates those entities.

The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that it ceases.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Non-controlling interests ("minority interests") represent the part of total income or loss, and of total equity not held by the Group and are identified separately from the amounts attributable to the owners of the Company in the Income Statement, Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Financial Position.

Those interests of minority interests that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the minority interests' proportionate share of the fair value of the acquiree's identifiable net assets. The choice of measurement is made on an acquisition- by-acquisition basis. For medical biology companies, whether controlled de jure or de facto, minority interests of other shareholders, i.e. laboratory doctors, must be assessed based on the financial rights attached to their shares rather than the % of share capital or voting rights.

BUSINESS COMBINATIONS

Acquisitions of subsidiaries and businesses, regardless of whether equity instruments or other assets are acquired, are accounted for using the acquisition method at the acquisition date, being the date on which control is obtained. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs, such as finder's fees, legal fees, due diligence fees and other professional and consulting fees are expensed as incurred and are presented in a dedicated aggregate "Acquisitions related expenses" line within the consolidated statement of income.

The Group measures goodwill as the difference between: (a) the sum of (i) the fair value of the consideration transferred, (ii) the recognised amount of any non-controlling interest in the acquire, (iii) the acquisition date fair value of any previously held interest in the acquired business; and (b) the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date.

If at the reporting date the fair values of the acquiree's identifiable assets, liabilities and contingent liabilities can only be established provisionally, then these values are used. Adjustments to the fair values can be made within 12 months of the acquisition date and are taken as adjustments to goodwill.

When the consideration transferred by the Group in a business combination includes an asset or liability resulting from a contingent consideration arrangement (e.g. earn out), the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Any subsequent changes after the 12 months window are recognised in profit or loss and are presented in the dedicated aggregate "Acquisitions related expenses" line. Contingent consideration classified as equity is not re-measured.

A contingent liability assumed in a business combination is recognised only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably.

Acquisitions and disposal of non-controlling interests

Acquisitions and/or disposal of non-controlling interests are accounted for as a transaction with equity holders in their capacity as equity holders. Therefore no goodwill is recognised or derecognised as a result of such transactions.

Acquisitions of achieved in stages

When a business combination is achieved in stages, the Group's previously-held interests in the acquired entity is remeasured to its acquisition date fair value and the resulting gain or loss, if any, is recognised in profit or loss.

GOODWILL

Goodwill is initially recognised and measured as set out above.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the group of CGUs expected to benefit from the synergies of the combination. Cashgenerating units and group of CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired.

If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

For the purposes of goodwill impairment testing, the lowest level at which goodwill is monitored for internal reporting purposes corresponds to the CGUs described in Note 16 Goodwill. On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

INVESTMENTS IN ASSOCIATES

An associate is an entity over which the Group has significant influence, which is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Under the equity method, an investment in an associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate. Goodwill that forms part of the carrying amount of an investment in an associate is not recognised separately. When the Group's share of losses of an associate exceeds the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or losses are made.

When a group entity transacts with an associate of the Group, profits and losses resulting from the transactions with the associate are recognised in the Group's consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

REVENUE

The Group earns revenues from a wide range of analysis and diagnostic testing services, which are invoiced to insurance companies, hospitals, individuals, pharmacies, and National Health entities.

Those services include mainly analysis and diagnostic testing services for human medicine with notably the clinical biological testing, including routine and specialty tests (esoteric), anatomical pathology, histological or cytological testings and the diagnostic imaging using medical and molecular imaging technologies, but also testing services for veterinary medicine. The Group also offers environmental analysis.

Since 2018 the Group applies the principles set out in IFRS 15 for revenue recognition by using the following five steps:

1.	Identify the contract(s) with a customer.
2.	Identify the performance obligations in the contract.
3.	Determine the transaction price.
4.	Allocate the transaction price to the performance obligations in the contract.
5.	Recognise revenue when (or as) the entity satisfies a performance obligation.

In general, contracts with customers are clustered in major revenue streams and their substreams. The revenue recognition is outlined below for each separately.

Usually, the activities performed to generate revenues might include e.g. logistics, analytics and the provision of a result. However, the service promised to the customer is an analysis (even for multiple parameters), i.e. the combined output of the several activities, which are either not capable of being distinct or not distinct within the context of the contract (due to high interrelation). As a result, each contract (order) has only one performance obligation.

For the determination of the transaction price the nature, timing and amount of consideration promised by a customer are taken into account, and - if applicable - also variable consideration, significant financing components and noncash consideration. Amounts collected on behalf of third parties are excluded.

Human medicine

Health insurance funds

Generally, the contractual basis for the revenue from health insurance funds comes from frame contracts and/or from regulatory rulings that define general terms and conditions that are applied to individual orders to perform an analysis.

The basis for remuneration with respect to revenues differs by country, type of analysis and/or contract type. For contracts that - despite fixed prices per analysis- contain elements that cause variability such as e.g. volume based discounts, allocated budgets/caps, quotation rates, the amount of consideration will be estimated.

The (estimated) transaction price per analysis is recognised once the results of the analysis have been validated and reported to the requester.

Doctors

In most cases SYNLAB acts as a principal whereas the doctor (as an agent) is arranging the sale with the patient (while using the results for his diagnosis). Each patient (customer) enters into a contract with SYNLAB as soon as the doctor transmits the laboratory analysis form (order) with the required services and the patient information on behalf of the patient. As a result, each order is considered to be a contract with the customer. Accordingly, SYNLAB is generally invoicing the beneficiary (i.e. the patient) for laboratory services. For contracts where the doctor does not act as an agent and is invoiced by SYNLAB he or she is considered to be the customer.

The basis for remuneration per analysis and patient is generally based on regulated tariffs, i.e. medical fee schedule.

The (estimated) transaction price per analysis is recognised once the results of the analysis have been validated and reported to the requester.

Any payments made to the doctor with respect to the collaboration agreement (e.g. signing fees or allowances per analysis) reduce the transaction price. Depending on their nature they either reduce revenue by order or over the contract duration.

Private patients

Private patients are invoiced directly and even if an insurance company might refund the private patient for the costs incurred, the claim to consideration is against the private patient.

The transaction price for an analysis is based on medical fee schedules and thus, fixed upfront without later adjustments. As each contract (order) has only one performance obligation, there is no need to allocate the transaction price (per analysis).

The transaction price per analysis is recognised once the results of the analysis have been validated and reported to the requester.

Hospitals

In case of hospital contracts, Synlab has to combine two or more contracts entered into at or near the same time with the same hospital (or related parties of the hospital) and account for the contracts as a single contract if (i) the contracts are negotiated as a package with a single commercial objective; (ii) the amount of consideration to be paid in one contract depends on the price or performance of the other contract; or (iii) the goods or services promised in the contracts are considered to be a single performance obligation.

The activities performed to generate revenues might include e.g. logistics, analytics and the provision of a result. With respect to lab operations, there are three major types of service arrangements:

Type 1: SYNLAB operates an external lab (outside the hospital's premises). Accordingly, the arrangement typically includes logistic services (transportation of samples from the hospital to the external lab).

Type 2: SYNLAB operates a lab onsite the hospital's premises to meet quality standards (e.g. response times) or for economic reasons (e.g. to reduce transportation cost), but is not legally bound to do so. SYNLAB has not promised to operate a lab onsite the hospital's premises and the hospital has no enforceable right to demand in-house lab operations.

Type 3: SYNLAB operates a lab onsite the hospital's premises because it has promised to do so and the hospital has an enforceable right to demand in-house lab operations.

For type 1 and type 2 arrangements, the service promised to the customer is an analysis, i.e. the combined output of the several activities, which are either not capable of being distinct or not distinct within the context of the contract (due to high interrelation). As a result, each contract (order) has only one performance obligation.

For type 3 arrangements, the nature of the promise to the customer is to a complete outsourcing of in-house lab operations for a specified period of time. This bundled service also includes incidental services that are highly interrelated to the outsourcing of in-house lab operations. Thus, there is only one performance obligation, which is the operation of the hospital's in-house lab (including all analysis performed).

In type 1 and 2 arrangements the transaction price for an analysis is typically based on medical fee schedules. In addition, there might be volume based discounts, allocated budgets / caps, quotation rates or other clauses that might cause variability even if the price per analysis due to the medical fee schedule is fixed. In this cases, the amount of consideration to which the entity will be entitled in exchange for providing each analysis shall be estimated.

Type 3 arrangements typically include an annual fixed amount of consideration that might be constant or increasing or decreasing from period to period. In addition, there is typically a variable component based on the number and complexity of analysis actually performed within each period. Accordingly, the amount of consideration to which the entity will be entitled in exchange for transferring the lab operation services to the hospital shall be estimated.

In each type of arrangement discussed above, there is only one performance obligation. In case of type 1 and type 2 arrangements, the obligation is to perform an analysis. There is no need to allocate the (estimated) transaction price (per analysis). In case of type 3 arrangements, the obligation is to operate the hospital's in-house lab for a specified period of time. The transaction price shall be estimated for the total service period.

With respect to type 1 and type 2 arrangements, the (estimated) transaction price (per analysis) is recognised once the results of the analysis have been validated and reported to the requester.

In type 3 arrangements, SYNLAB performs recurring services in relation to the in-house lab operations, which are received and simultaneously consumed by the hospital. Thus, the performance obligation is satisfied over time (total service period) and revenue shall be recognised by measuring the progress towards complete satisfaction of that performance obligation.

Other labs, public agencies and other companies

The contracting party ordering an analysis is the customer according to IFRS 15. In general, the contractual basis for the revenue from other labs, public agencies and other companies comes from general service agreements.

The activities performed to generate revenues might include e.g. logistics, analytics and the provision of a result. However, the service promised to the customer is an analysis (even for multiple parameters), i.e. the combined output of the several activities, which are either not capable of being distinct or not distinct within the context of the contract (due to high interrelation). As a result, each contract (purchase order) has only one performance obligation. As each contract (purchase order) has only one performance obligation, there is no need to allocate the (estimated) transaction price (per analysis).

The basis for remuneration with respect to revenues from other labs, public agencies and other companies are the prices stated in the contract. In general, the price for each kind of analysis is fixed.

With respect to revenues from other labs, public agencies and other companies, the (estimated) transaction price (per analysis) is recognised once the results of the analysis have been validated and reported to the customer.

Revenues environmental analysis

The contracting party ordering the environmental analysis is the customer according to IFRS 15. In general, the contractual basis for the revenue from environmental analysis comes from general service agreements.

The activities performed to generate revenues might include e.g. logistics, analytics and the provision of a result. However, the service promised to the customer is an analysis (even for multiple parameters), i.e. the combined output of the several activities, which are either not capable of being distinct or not distinct within the context of the contract (due to high interrelation). As a result, each contract (order) has typically only one performance obligation. However, there might be (optional) additional goods and services that are considered to be both capable of being distinct and distinct within the context of the contract.

The basis for remuneration with respect to revenues from environmental analysis and (optional) additional goods and services are the prices stated in the contract. In general, the price for each kind of analysis and each (optional) additional good and service is fixed.

In general, the prices for an analysis as stated in the contract reflect the stand alone selling price for such analysis, i.e. the price at which SYNLAB would sell the analysis separately to another customer with similar characteristics. Vice versa, the prices stated for additional goods and services are set independently from the actual volume of analysis ordered. Accordingly, no reallocation needs to be made.

With respect to analysis, the (estimated) transaction price (per analysis) is recognised once the results of the analysis have been validated and reported to the customer. With respect to (optional) additional goods and services that are considered to be both capable of being distinct and distinct within the context of the contract, the (estimated) transaction price for the good and service is recognised either at a point in time (on delivery of the good to the customer) or over time.

Revenues veterinary medicine

In general, the revenue from veterinary medicine is based on an offer and an acceptance with reference to price list. Typically, there is a standard price list with fixed prices for each kind of analysis.

The activities performed to generate revenues might include e.g. logistics, analytics and the provision of a result. However, the service promised to the customer is an analysis (even for multiple parameters), i.e. the combined output of the several activities, which are either not capable of being distinct or not distinct within the context of the contract (due to high interrelation). As a result, each acceptance (order) has only one performance obligation.

As each acceptance (order) has only one performance obligation, there is no need to allocate the (estimated) transaction price (per analysis). With respect to revenues from veterinary medicine, the transaction price (per analysis) is recognised once the results of the analysis have been validated and reported to the customer.

Revenues from trading goods

The contracting party ordering the trading goods is the customer according to IFRS 15. The contractual basis for the revenue from trading goods can be a standalone contract or part of another contract (e.g. with hospitals or doctors).

Typically, trading goods are both capable of being distinct and distinct within the context of the contract. Accordingly, each trading good is considered to be a separate performance obligation.

The basis for remuneration with respect to revenues from trading goods are the prices stated in the contract. In general, the price for each trading good is fixed and - in case the contractual basis is part of another contract - not interrelated to other goods or services in that contract. Accordingly, there is no variability in consideration.

In general, the prices for trading goods as stated in the contract reflect the stand alone selling price for such trading good, i.e. the price at which SYNLAB would sell the trading good separately to another customer with similar characteristics.

With respect to trading goods (that are considered to be a separate performance obligation), the transaction price for the trading good is recognised on delivery of the trading good to the customer.

LEASES

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right of use asset and a corresponding lease liability with respect to all lease arrangement in which it is the lessee, except for short- term leases defined as leases with a lease term of 12 months or less) and leases of low value assets (defined as all lease of assets with an original price of EUR 5,000.00 or local currency equivalent). For short term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

Lease liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

•	fixed lease payments (including in-substance fixed payments), less any lease incentives;
•	variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
•	the amount expected to be payable by the lessee under residual value guarantees;
•	the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
•	payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

Variable rents that do not depend on an index or rate are not included in the measurement the lease liability and the right of use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs.

The lease liability is presented as a separate line in the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right of use asset) whenever

•	the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
•	the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is measured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

•	A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

Lease payments

Lease payments included in the measurement of the liability comprise:

•	Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
•	Variable lease payments that depend on an index or a rate, initially measured using the index or rate at the commencement date;
•	The exercise price of a purchase option if the lessee is reasonably certain to exercise that option;
•	Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease; and
•	The amount expected to be payable by the lessee under residual value guarantees.
•	lease term reflects the lessee exercising an option to terminate the lease; and residual value guarantees.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured after the commencement date by:

•	Increasing the carrying amount to reflect interest on the lease liability (using the effective interest method);
•	Reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right of use asset) whenever:

•	The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
•	The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used.
•	A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

Variable payments

Performance-linked and usage-based variable payments are excluded from the lease payments when calculating the right of use asset and the lease liability. Instead they are recognised in profit or loss in the period in which the event that triggers the payment occurs.

Lease modifications

Modifications of leases are assessed whether the modification should be accounted for as a separate lease agreement or, effectively, a continuation of the existing lease.

Lease modifications are accounted as separate leases when both of the following conditions are met:

•	The modification increases the scope of the lease by adding the right to use one or more underlying assets; and
•	The consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.

When lease modifications are not accounted for as a separate lease at the effective date of the lease modification, the Group:

•	Allocates the consideration in the modified contract by applying the requirements of IFRS 16.13 to 16;
•	Determines the lease term of the modified lease by applying the requirements of IFRS 16.18 and 19; and
•	Re-measures the lease liability by discounting the revised lease payments using a revised discount rate.

The Group accounts for the re-measurement of the lease liability as follows:

•	For lease modifications that decrease the scope of the lease, by decreasing the carrying amount of the right of use asset to reflect the partial or full termination of the lease. Any gain or loss relating to the partial or full termination of the lease are recognised in profit or loss; and
•	For all other lease modifications, making a corresponding adjustment to the right of use asset and lease liability.

Right of use assets

The right of use assets comprise the initial measurement of the corresponding lease liability, lease payment made at or before the commencement day and less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs related to a right of use asset, the costs are included in the related right of use asset, unless those costs are incurred to produce inventories.

Right of use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right of use asset reflects that the Group expects to exercise a purchase option, the related right of use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right of use assets are presented as a separate line in the consolidated statement of financial position.

The Group applies IAS 36 to determine whether a right of use asset is impaired and accounts for any identified impairment loss as described in the 'Property, Plant and Equipment' policy.

Short-term lease

The Group makes use of the "short-term" lease exemption for all leases that at commencement date have a lease term of 12 months or less, including any extension options. And all lease charges for lease with a duration of 12 months, measured from the commencement date, are recognised as an operating expense in profit or loss similar to charges for operating lease under IAS17.

Practical expedient

IFRS 16.C3 allows entities transitioning to the new standard, as a practical expedient, not to reassess whether a contract is, or contains, a lease (as defined by IFRS 16) at the date of initial application. Instead, the entity is permitted (IFRS 16.C3):

•	To apply this Standard to contracts that were previously identified as leases applying IAS 17 Leases and IFRIC 4 Determining whether an Arrangement contains a Lease, applying the transition requirements in IFRS 16.C5-C18 to those leases; and
•	Not to apply this Standard to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4.

In the analysis completed, there were no contracts identified which would lead to a significant different classification under IFRS 16. Therefore, the Group decided to apply the above practical expedient to continue to account for current classified lease contracts (IAS 17/ IFRIC 4) as lease contracts under IFRS 16 and current classified service contracts as service contracts under IFRS 16.

FOREIGN CURRENCIES

The individual financial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in Euros, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

Foreign currency transactions and balances

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date.

Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in profit or loss in the period in which they arise.

The following key exchange rates were applied:

Value of €1:	Assets and liabilities Closing rates 31 December 2019	Income and expense Cumulative average rates Period ended 31 December 2019
Swiss Francs (CHF)	1.0854	1.1127
Colombian Peso (COP)	3,683.8300	3,622.7660
Czech Koruna (CZK)	25.4080	25.6697
Pound Sterling (GBP)	0.8508	0.8773
Croatian Kuna (HRK)	7.4395	7.4182
Hungarian Forint (HUF)	330.5300	325.2297

Value of €1:	Assets and liabilities Closing rates 31 December 2018	Income and expense Cumulative average rates Period ended 31 December 2018
Swiss Francs (CHF)	1.1269	1.1549
Colombian Peso (COP)	3,719.9600	3,488.8906
Czech Koruna (CZK)	25.7250	25.6432
Pound Sterling (GBP)	0.8945	0.8847
Hungarian Forint (HUF)	320.9800	318.8250

For the purpose of presenting consolidated financial statements, the assets and liabilities of the group's foreign operations are translated at exchange rates prevailing on the balance sheet date.

Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate).

Differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity are recognised in other comprehensive income and accumulated in equity.

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

FINANCE INCOME AND FINANCE COSTS

Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend income, gains on hedging instruments that are recognised at fair value in profit or loss and foreign currency gains. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group's right to receive payment is established.

Finance costs comprise the cost of net debt and other financial expenses. Cost of net debt includes interest expense on borrowings and financial leases, as well as expenses related to derivatives. Other financial expenses mainly include unwinding of the discount on provisions. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss in the period in which they are incurred. The Group does not own any qualifying assets.

RETIREMENT BENEFIT COSTS

Depending on the laws and practices in force in the countries where the Group operates, Group companies have legal obligations in terms of pensions, early retirement payments and retirement bonuses. Such obligations are generally state defined contribution plans but the Group is also affected by post-employment or post-retirement employees' benefits mainly in Switzerland, Germany, France, Italy and Austria.

Defined contribution plans

Payments to defined contribution retirement benefit schemes are recognised as an expense when employees have rendered service entitling them to the contributions.

Defined benefit plans and similar obligations

The Group's net obligation in respect of defined benefit pension plans and similar obligations comprises the amount of future benefit that employees have earned, based on the duration of the employee's service, expected salary increases and projected retirement age and discounted to determine a present value, less the fair value of the pension plan assets, if any. The calculation is performed by a qualified external actuary using the projected unit credit method. Actuarial gains and losses are recognised in equity.

TAXATION

Current income taxes

The current tax payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

The Group has adopted IFRIC 23 for the first time in the current year. IFRIC 23 sets out how to determine the accounting tax position when there is uncertainty over income tax treatments. The Interpretation requires the Group to:

•

determine whether uncertain tax positions are assessed separately or as a group; and

•

assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an entity in its income tax filings:

•	If yes, the Group should determine its accounting tax position consistently with the tax treatment used or planned to be used in its income tax filings.
•	If no, the Group should reflect the effect of uncertainty in determining its accounting tax position using either the most likely amount or the expected value method.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also recognised in other comprehensive income.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current tax and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Value-added tax (VAT)

Revenues, expenses and assets are recognised net of the amount of associated VAT, unless the VAT incurred is not recoverable from the taxation authority. The main SYNLAB Group activities being related to medical services are exempt from VAT in most of the countries in which the Group operates. In this case the Group cannot recover VAT applicable to charges and expenses relating to those VAT exempt activities and it is recognised as part of the cost of the acquisition of the asset or as part of the expense. In the case of Group companies for which partial reimbursement of VAT is possible, the non-reimbursable portion of VAT is not deducted.

The VAT amount to be refunded by or paid to the tax authority is recognised in the statement of financial position under "Other current assets" or under "Other liabilities".

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset and subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.

Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

If material parts of property, plant and equipment must be replaced at regular intervals or have different useful lives, the Group capitalises such parts as separate assets (major components) with specific useful lives or depreciation periods.

Other maintenance and repair costs are recorded in profit or loss. The net present value of expected costs for disposal of an asset after its use is included in the cost of the respective asset if the criteria for recognition have been fulfilled.

An item of property, plant and equipment is derecognised on disposal or when the asset is permanently withdrawn from use and no future economic benefits are expected. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised net within other operating income in profit or loss.

DEPRECIATION

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives, using the straight-line method. The residual value is estimated to be nil € at the end of the useful life, except for real estate in certain cases.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

The estimated useful lives for the current and comparative periods are as follows:

•	Land and buildings 15 to 30 years;
•	Technical machines and equipment 3 to 10 years;
•	Vehicle fleet 3 to 5 years; and
•	Other fixed assets 2 to 10 years

Right of use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right of use asset reflects that the Group expects to exercise a purchase option, the related right of use asset is depreciated over the useful life of the underlying asset.

INTANGIBLE ASSETS

Intangible assets are recognised for the first time at acquisition cost. The cost of intangible assets acquired in a business combination is calculated as the fair value at date of acquisition.

Subsequent to initial recognition, intangible assets with finite useful lives acquired separately or in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives.

The estimated useful lives are as follows:

•	Customer relationships 3 to 25 years;
•	Trademarks 1 to 10 years;
•	Trademark (own brand) indefinite;
•	Property rights and similar rights 3 to 6 years; and
•	Software 1 to 7 years.

Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if certain conditions have been demonstrated. Expenditure on software development is capitalised when it is probable that the project will, after considering its commercial and technical feasibility, be completed and generate future economic benefits and the costs can be measured reliably.

During the initial purchase allocation when setting up the Synlab Group, the own Synlab brand was identified as an intangible asset. As the Synlab brand exists since the creation of the company in 1998 and Synlab is the largest European laboratory operator with a global presence, an indefinite useful life has been retained.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Intangible assets are derecognised either upon disposal or when no economic benefits are expected to flow from further use or from the disposal of the recognised asset. Profit or loss arising from the derecognition of the asset are recorded in the income statement as the difference between the net disposal proceeds and the carrying amount of the asset in the period in which the asset is derecognised.

IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss. An intangible asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

The recoverable amount of an asset is the greater of the fair value of an asset or a cash generating unit less cost of sale and the value-in-use. The recoverable amount must be determined for each individual asset unless a particular asset does not generate any cash flows that are largely independent of other assets or other groups of assets, in which case, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. If the carrying amount of an asset or cash generating unit exceeds its respective recoverable amount, the asset is impaired and is reduced to recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Value-in-use is the net present value of future expected cash flows using a discount rate before tax that reflects market expectations with respect to the interest rate effect and the specific risk of the asset. Recent market transactions, if applicable, are taken into consideration when determining the fair value less any cost of sale. If there are no such identifiable transactions, a suitable valuation model is used. This is based on valuation multiples or other available indicators of fair value.

Assets other than goodwill are assessed at every reporting date as to whether there are indications that a previously recorded impairment loss no longer exists or has been reduced. If such indications are present, the Group assesses the recoverable value of the asset or the cash generating unit. Any previously recorded impairment losses are only reversed if a change in the assumptions that formed the basis for the determination of the recoverable amount has taken place since recording the last impairment loss. The impairment reversal is limited by the fact that the carrying amount of an asset may neither exceed its recoverable amount nor the carrying value that would have remained after scheduled depreciation if in previous years no impairment losses for the asset had been recorded.

INVENTORIES

Inventories consist of raw materials ("reagents") and consumables and are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and selling expenses.

FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

FINANCIAL ASSETS

Ordinary purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Debt instruments that meet the following conditions are measured subsequently at amortised cost:

•	the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
•	the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Group does not have any debt financial assets that are recognised as fair value through other comprehensive income (FVTOCI). By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL). For the Group, upon initial adoption of IFRS 9, the only assets held as FVTPL were derivative financial assets.

1) Amortised cost and effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. For financial assets the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost. Interest income is recognised in profit or loss and is included in the "net finance costs - interest income" line item.

For these financial instruments, the Group measures the loss allowance equal to the 12 month expected credit losses, as there has been no significant increase in credit risk since initial recognition.

A financial asset is held for trading if:

•	It has been acquired principally for the purpose of selling it in the near term; or
•	On initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has evidence of a recent actual pattern of short-term profit-taking; or
•	It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

2) Financial assets at FVTPL

Financial assets, that do not meet the criteria for being measured at amortised cost, are subsequently measured at FVTPL and are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. Fair value is determined in the manner described in note 31.

Financial assets are categorised into current and non-current assets in the consolidated statement of financial position. Current financial assets comprise:

•	Financial assets with a settlement or maturity date within 12 months of the statement of financial position date; and
•	Financial assets in respect of which the Group does not have an unconditional right to defer settlement for at least 12 months after the statement of financial position date.

Impairment of financial assets

The Group has adopted the simplified expected credit loss model for its trade receivables. To measure the expected credit losses, trade accounts receivables have been grouped based on shared credit risk characteristics and the days past due. Moreover, reasonable and supportable information (if available without undue cost or effort) at the reporting date about past events, current conditions and forecasts of future economic conditions have been taken into account in the calculations. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. On derecognition of an investment in equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.

FINANCIAL LIABILITIES AND EQUITY

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. Direct issue costs are incremental costs directly attributable to the issue of equity instruments, net of any tax effects.

Equity instruments designated as at FVTOCI

On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income. The cumulative gain or loss is not be reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings.

Dividends on these investments in equity instruments are recognised in profit or loss in accordance with IFRS 9, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in the 'finance income' line item (note 14) in profit or loss.

The Group has designated all investments in equity instruments that are not held for trading as at FVTOCI on initial application of IFRS 9.

Financial liabilities

All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL. Financial liabilities include borrowings, trade and other payables, derivative financial instruments and other financial liabilities.

Financial liabilities are classified as at FVTPL when the liability is (i) contingent consideration of an acquirer in a business combination, (ii) held for trading or (iii) it is designated as FVTPL. A financial liability is classified as held for trading if it has been acquired principally for the purpose of repurchasing it in the near term, or on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit, or it is a derivative, except for a derivative that is a financial guarantee or a designated and effective hedging instrument. All other financial liabilities are held at amortised cost.

Financial liabilities measured at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss. The net gain or loss recognised in the profit or loss incorporates any interest paid on the financial liability.

Financial liabilities that do not meet the criteria to be FVTPL are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. On initial recognition, any issue or redemption premiums and discounts and issuing costs are added to/deducted from the nominal value of the borrowings concerned. These items are taken into account when calculating the effective interest rate. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Financial liabilities are categorised into current and non-current liabilities in the consolidated statement of financial position. Current financial liabilities comprise:

•	Financial liabilities with a settlement or maturity date within 12 months of the statement of financial position date; and
•	Financial liabilities in respect of which the Group does not have an unconditional right to defer settlement for at least 12 months after the statement of financial position date.

Derecognition of a financial liability

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

Derivative financial instruments

The Group may enter into derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risk, including foreign exchange forward contracts, interest rate swaps and cross currency swaps.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognised in profit or loss.

A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. Derivatives are not offset in the financial statements unless the Group has both legal right and intention to offset. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

The Group does not apply any hedge accounting.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand, bank current accounts, and other bank deposits and short-term investments considered to be readily convertible into a known amount of cash and where the risk of a change in their value is deemed to be negligible based on the criteria set out in IAS 7.

Bank overdrafts that are repayable on demand and form an integral part of Group's cash management are recorded under "Short-term borrowings" but included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

PROVISIONS

A provision is recognised if the Group has a present (legal or constructive) obligation arising from a past event, expenditure of resources with economic benefit to fulfil the obligation is likely, and a reliable assessment of the amount of the obligation is possible. If an accrued liability is expected to be reimbursed at least in part (e.g. liabilities covered under an insurance policy), the reimbursement is classified as a separate asset, provided there is a high probability of it occurring. The expense for such a provision is reported in the consolidated statement of income less any reimbursement.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material for a cash outflow after more than one year). Discount rates reflect current assessments of the time value of money and risks that are specific to the liability and not included in expected cash flows. The unwinding of the discount is recorded as finance costs.

A provision for restructuring is only recognised when the Group has a formalised restructuring plan setting out detailed requirements regarding the business unit or part of the business unit concerned, the site and the number of employees concerned, as well as a detailed estimate of associated cost and a reasonable time schedule. The employees concerned must justifiably expect that the restructuring will take place, or it must have already begun.

SHARE-BASED PAYMENTS

Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group. The expenses also include any social charges to be paid on the shares granted.

For cash-settled share-based payments, a liability is recognised for the goods or services acquired, measured initially at the fair value of the liability. At each balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Fair value is determined using a suitable option pricing model. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 27, Share-based payments.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straightline basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

This vesting period ends at the first possibility to exercise the option, that is, when the employee concerned is irrevocably entitled to exercise the option. The cumulative expenses recorded for equity-settled share-based payment transactions thereby reflect at any reporting date up to the date of first possibility of exercising the option the vesting period already expired as well as the number of equity instruments which, based on the best estimate of management, will eventually vest. However, the amount by which the Group's income is reduced or increased reflects the change in cumulative expenses reported at the beginning versus the end of the reporting period.

Forfeited equity instruments granted for remuneration are not recorded as expense. An exception is equity instruments granted for which non-forfeitability is based on certain market or non-vesting conditions. These equity instruments granted are deemed to be exercisable regardless of whether the market or non-vesting conditions are fulfilled, as long as all performance and service conditions have been fulfilled.

If the underlying conditions of an equity-settled share-based payment transaction are changed, expenses are recorded in the minimum amount of costs that would have been incurred if contractual conditions had not been changed, provided that the original conditions of the remuneration agreement are fulfilled. The Company also records the effect of changes that increase the fair value of the share-based payment or are related to any other benefit for the employee, valued at the date of the change.

If an equity-settled share-based payment agreement is cancelled, this is treated as if the option had been exercised on the day of cancellation. Expenditure not yet recognised is recorded immediately. This applies to all remuneration agreements for which non-vesting conditions on which either the Company or the employee have an influence have not been fulfilled. However, if the cancelled remuneration agreement, either equity or cash-settled is replaced by another remuneration agreement declared on the day it is granted as replacement for the cancelled remuneration agreement, the cancelled agreement and the new remuneration agreement are recorded as a change to the original remuneration agreement with an impact limited to the incremental fair value granted, if any, during replacement.

NON-CONTROLLING INTERESTS IN PARTNERSHIPS/PUT OPTIONS

Pursuant to the rules prescribed by IAS 32, non-controlling interests in partnerships for which minority partners have a right of termination are recorded as a liability. In the same manner, shares for which the minority shareholders has been granted a put option by the majority partner are to be recognised at the fair value of the purchase price as an obligation. If this is done for a business combination, the business combination is accounted for as if the noncontrolling interests had already been acquired. As a result, goodwill is recognised in full. Such shares are shown on the Group statement of financial position as a liability under "Other liabilities". Income from these shares which can be withdrawn by the minority partner is shown in the consolidated statement of income in "Other financial expenses".

SEPARATELY DISCLOSED ITEMS

The Group is implementing a number of business change programmes as part of a wider transformational change programme. These include acquisitions, strategic projects focused on the operational, strategic and structural integration of previous significant acquisitions, business restructuring and redundancy programmes. Due to the exceptional size and incidence of these, individually and in aggregate, the directors believe that in order to present the performance of the Group in a clear, consistent and comparable format, the costs of these activities should be presented separately on the face of the income statement in dedicated lines in accordance with IAS 1.

The separately disclosed items recorded in the consolidated income statement include the following categories:

•	Acquisition related costs (including transaction costs for cancelled or realised acquisitions, as well as earn out variations of fair value subsequent to the 1 year window period);
•	Expenses for restructuring and other related costs (including costs associated with the Group's finance transformation, restructuring activities, severance costs and strategic projects); and
•	Impairment and reversal of impairment of non-operational assets

Disclosure of these items is provided in Note 13.

ADJUSTED EBITDA

(EARNINGS BEFORE INTEREST, TAXATION, DEPRECIATION, AMORTISATION, IMPAIRMENT, SEPARATELY DISCLOSED ITEMS AND OTHER ADJUSTING ITEMS)

In the analysis of the Group's operating results, information is presented to provide readers with additional performance indicators that are prepared on a non-statutory basis. This presentation is regularly reviewed by management to identify items that are unusual, non-recurring or other items relevant to an understanding of the Group's performance.

This additional information is not uniformly defined by all companies and may not be comparable with similarly titled measures and disclosures by other organisations. The non-statutory disclosures should not be viewed in isolation or as an alternative to the equivalent statutory measure. Information for separate presentation is considered as follows:

•	Earnings before Interest, Taxation, Depreciation/Amortization/Impairment;
•	Share of loss of associates and other non controlling interest;
•	Profit on disposal of investment;
•	Separately disclosed items (see Note 13 and Separately Disclosed Items above)
•	Income and expenses from asset disposals;
•	Share-based payments;
•	Other non-recurring costs (see Note 5); and
•	Penalties paid due to cancellations of contracts.

Disclosure of these items is provided in Note 5.

SEGMENT INFORMATION

The Group has not issued shares in a public market. Therefore the Group is not required to but has decided to disclose certain segment information in accordance with IFRS 8.

In accordance with IFRS 8, the reportable segments are components of the Group that engage in business activities and whose operating results based on the internal reporting are regularly reviewed by the chief operating decisionmaker.

The segments presented below correspond to the information used by Group management to allocate resources to the various segments and to assess each segment's performance.

Segments

West Europe

Central Europe

North Europe

CEMEA

Analytics and Services

LATAM

Segment performance is mainly assessed based on total revenue and adjusted EBITDA and is measured consistently with the statement of income in the published consolidated financial statements. The Group's financing (including finance costs and finance income) and income taxes are centrally managed on a Group basis and are not allocated to operating segments.

DETERMINATION OF FAIR VALUES

A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the three-level fair value hierarchy.

For assets or liabilities repeatedly reported in the financial statements the Group determines any hierarchy level reclassification by re-evaluating the existing classification at the end of each reporting period. Such revaluation is based on the lowest-level input parameters which are essential for fair value measurement.

Property, plant and equipment

The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value of property is the estimated amount that would be received to sell a property in an orderly transaction between market participants at the measurement date. The fair value of items of plant, equipment, fixtures and fittings is based on the market approach and cost approaches using quoted recent market prices for similar items when available and current replacement cost when appropriate.

Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. The net carrying value is considered as a reasonable estimate of their fair value considering the short payment and settlement periods applied by the Group. This fair value is determined for disclosure purposes.

Derivatives

The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness on an ad-hoc basis by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. Fair values also reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and counterparty when appropriate.

Non-derivative financial liabilities

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance leases the market rate of interest is determined by reference to similar lease agreements.

Share-based payment transactions

The fair value of employee share options is generally measured using a binomial lattice model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility of similar quoted entities), weighted average expected life of the instruments (based on historical experience and general option holder behavior), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

4. Significant events

4.1 Changes in scope in consolidation

The following changes in scope of consolidation have occurred during the period:

We sold in Lab1 AS (Norway) as of 25 July 2019.

Liquidated entities in fiscal year 2019:

Country	Entity
Belgium	Labco Finance SPRL
Belgium	Labco Belgium SA
Czechia	synlab genetics s.r.o.
Germany	LG Rhein-Nahe-Eck GbR
Spain	Centro De Patologia Celular Y Diagnostico Prenatal, S.A.
Romania	SYNLAB.VET S.R.L
UK	SYNLAB HoldCo III Limited

4.2 Acquisitions

The main acquisitions and corporate structuring activities undertaken during the reporting period are shown below, by country. The Group has continued its external growth strategy with a number of laboratories bolt-on acquisitions.

All acquisitions in the period earn revenues mainly from medical or environmental analyses. Through these acquisitions the Group expects to reduce costs through economies of scale, and the goodwill thus represents the fair value of the expected synergies resulting from the acquisitions.

All amounts for the acquisitions in the year are provisional and subject to modification in the twelve months period following the acquisition date.

Acquisition date	Country	Entities	Specialization	Objectives	Deal structure
10. Jan 2019	Czeck Republic	PROKOPEC COPs.r.o.	medical testing	market consolidation	share deal
14. Jan 2019	Germany	EMT Medizintechnik GmbH&Co.KG ^*)	medical testing	market consolidation	share deal
14. Jan 2019	Germany	EMT Medizintechnik Verwaltungs GmbH ^*)	holding	market consolidation	share deal
14. Jan 2019	Germany	MVZ Laborzentrum Ettlingen GmbH ^*)	medical testing	market consolidation	share deal
14. Jan 2019	Germany	LS Medizinservice GmbH	medical testing	market consolidation	share deal
14. Jan 2019	Germany	Laborgemeinschaft Albtal GbR ^**)	medical testing	market consolidation	SPE
14. Jan 2019	Germany	Laborgemeinschaft Südwest GbR ^**)	medical testing	market consolidation	SPE
25. Jan 2019	Denmark	SYNLAB Holding Denmark ApS	holding	expansion	FC set up
01.Feb. 2019	Denmark	Dansk Medicinsk Data Distribution A/S	software	expansion	share deal
04. Mar.2019	Spain	SEAT Cordoba	medical testing	market consolidation	asset deal
29. May 2019	Spain	Salusartix	medical testing	market consolidation	asset deal
30. May 2019	Italy	Centrolab S.r.l.	medical testing	market consolidation	share deal
31. May 2019	Italy	Poliambulatori Santa Maria S.r.l.	medical testing	market consolidation	share deal
31. May 2019	Italy	Santa Maria Centrol Analisi Chimico Clinche S.r.l.	medical testing	market consolidation	share deal
31. May 2019	Spain	Laboratorios Clinicos Gallegos Reunidos S.L.	medical testing	market consolidation	share deal
31. May 2019	Spain	Laboratories Clinicos Compostela S.L	medical testing	market consolidation	share deal
01. Jul. 2019	Germany	CBA - Gesellschaft fur chemische CBA - Gesellschaft fur chemische und biologische Analytik mbH	medical testing	market consolidation	share deal
01. Jul. 2019	France	CEVEN Labo SELAS	medical testing	market consolidation	share deal
04. Jul. 2019	Colombia	Andreas Rothstein S.A.S.	medical testing	market consolidation	share deal
08. Jul. 2019	Italy	Laboratorio Analisi Clinico Chimiche Camillo Golgi S.r.l.	medical testing	market consolidation	share deal
08. Jul. 2019	Italy	Poliambulatorio Camillo Golgi S.r.l.	medical testing	market consolidation	share deal
09. Jul. 2019	Italy	Immunolab S.r.l.	medical testing	market consolidation	share deal
27. Aug. 2019	Colombia	Botero Sanin S.A.S.	medical testing	market consolidation	share deal
02. Sept. 2019	Sweden	SYNLAB Sverige AB (formerly: Aleris Medilab AB)	medical testing	market consolidation	share deal
01. Oct. 2019	Portugal	Laboratório de Análises Clínicas São José, Lda.	medical testing	market consolidation	share deal
01. Oct. 2019	Spain	Seaslab S.L	vetenerary	expansion	share deal
04. Oct. 2019	Colombia	Laboratorio Clinico Falab S.A.S.	medical testing	market consolidation	share deal
04. Nov. 2019	Denmark	AnalyTech Miljølaboratorium A/S	water testing	expansion	share deal
07. Nov. 2019	Germany	Patholgie Mutlangen	patholgy testing	market consolidation	asset deal
28. Nov. 2019	Ukraine	Synlab-Ukraine TOB	medical testing	expansion	share deal
29. Nov 2019	France	Laboratoire d'Analyses de Biologie Medicale Biopole 33 SELARL	medical testing	market consolidation	share deal
29. Nov 2019	France	SCI des Practiciens de Floirac ^***)	real estate company	market consolidation	share deal
30. Nov. 2019	France	Vals	medical testing	market consolidation	asset deal
12. Dec. 2019	Italy	Centro Diagnostico Eur S.r.l.	medical testing	market consolidation	share deal

^*) We acquired only 75.0% of control. For all other deals we acquired 100% voting rights subject to applicable legal constraints.
^**) Special Purpose Entities
^***) We acquired only 9.7% of voting rights; we do not consolidate this entity (less than 20% control).

The businesses acquired have generated an increase of goodwill amounting to 67.7 M€.

At the date of acquisition, the fair values of the identifiable assets were as follows:

	€000
Non-current assets
Intangible assets	33,733
Property, Plant and Equipment	7,827
Right of Use Assets	5,909
Other non-current assets	225
Deferred tax assets	134
Current assets
Inventories	1,503
Trade accounts receivable	9,227
Other current assets	3,946
Cash and cash equivalents	7,774
Total assets Non-current liabilities	70,278
Loans and borrowings (non-current)	330
Lease liability (non-current)	5,137
Employee benefits liabilities	717
Non-current provisions	58
Other long term liabilities	191
Deferred tax provisions	8,046
Current liabilities
Current loans and borrowings	405
Current Lease liabilities	775
Trade accounts payable	4,182
Contract liabilities	375
Current provisions	914
Income tax liabilities	2,498
Other current liabilities	6,744
Total liabilities	30,372
Total identifiable net assets at fair value	39,906
Negative Goodwill (recognized in consolidated statement of income)	(240)
Goodwill from company acquisitions	67,744
Total consideration	107,410

The consideration at acquisition date is satisfied by:

	€000
Cash consideration	84,446
Deferred consideration	10,301
Contingent consideration	12,663
Total consideration transferred	107,410

Goodwill in the amount of 67.8 M€ reflects the provisional value of expected benefits from the Group acquisitions including potential synergies. The goodwill per CGU is as follows:

CGU	€000
Germany	8,732
France	22,591
Italy	8,501
Northern Europe	5,512
Iberia	8,261
CEMEA	78
LATAM	3,417
Analytics & Services	10,652
Total	67,744

With the exception acquisitions in Germany and Italy, most of the goodwill recognised is expected to be nondeductible for tax purposes.

If the companies acquired by way of a share deal had been acquired as at the beginning of the year, revenue would have been 36.4 M€ higher and consolidated profit would have been 3.0 M€ higher.

The companies acquired in share deals have contributed 36.5 M€ to revenue and increased by 1.3 M€ consolidated profit or loss since their acquisition.

The acquired French companies CEVEN Labo SELAS and Laboratoire d'Analyses de Biologie Medicale Biopole 33 SELARL. and German company CBA - Gesellschaft fur chemische CBA - Gesellschaft fur chemische und biologische Analytik mbH were merged after the acquisition. Due to these mergers, no information can be provided about these companies' contribution to revenue and consolidated profit or loss.

Cash outflow due to company acquisitions:

Analysis of cash outflow due to company acquisitions	€000
Total consideration	(107,410)
Deferred consideration on 2019 acquisitions unpaid	5,396
Contingent consideration on 2019 acquisitions unpaid	12,543
Total cash consideration	(89,471)
Net cash of acquired companies	7,774
Actual cash outflow due to 2019 company acquisitions	(81,697)
Cash outflows due to the prior year company acquisitions	(10,933)
Actual cash outflow due to company acquisitions	(92,630)

Transaction costs related to the closed acquisition amount to 2.6 M€ (2018: 3.0 M€) and were expensed as incurred in the separately disclosed items balance "Acquisition related expenses".

For significant events as at 31 December 2018 please refer to Note 4 Business combinations of the Group's annual consolidated financial statements for the year ended 31 December 2018.

5. Adjusted EBITDA

As set out within Note 3, in the analysis of the Group's operating results, information is presented to provide readers with additional performance indicators that are prepared on a non-statutory basis. This presentation is regularly reviewed by management to identify items that are considered to be one-off and should be adjusted in order to reflect an understanding of the Group's performance.

The reconciliation between net loss and adjusted EBITDA is as follows:

	Year ended 31 December
	2019	2018 ^*
	€000	€000
Net loss for the period	(97,016)	(34,285)
Income tax expenses	24,316	29,194
Finance expenses	191,002	177,197
Finance income	(25,139)	(18,532)
Share of loss of associates and other non-controlling interest	1,125	1,292
Profit on disposal of investment	(58)	(141)
Operating profit	94,230	154,725
Adjustments for:
Impairment of non-current assets (1)	91,064	-
Acquisitions related expenses (1)	(1,532)	2,031
Restructuring and other significant expenses (1)	28,067	45,370
Operating profit before acquisition, restructuring and impairment of non-current assets	211,829	202,126
Other adjustments for:
Depreciation and amortisation	222,087	211,559
Income and expenses from asset disposals	(134)	(70)
Share-based payments	5,828	4,318
Other non-recurring costs (2)	3,243	5,447
Penalties paid due to cancellation of contracts (3)	767	1,553
Adjusted EBITDA	443,620	424,933

^* Restated on adoption of IFRS 16. Refer to Note 2.2

(1) Please refer to Note 13 Seperately Disclosed Items.

(2) Other non-recurring costs primarily consists of costs relating to shareholder related activities, including certain legal costs totalling 1.4 M€ (2018: 2.7 M€). Also included within other non-recurring costs are legal and litigation costs relating to one-off items (previous M&A and restructuring events).

(3) Penalties paid due to cancellation of contracts mainly refer to rental payments in Italy (0.3 M€) and the termination of contracts of IT services in Germany (0.3 M€).

6. Segmental analysis

The information by geographical segment and for the business segment Analytics & Services ("A&S") presented below corresponds to the information used by Group management to allocate resources to the various segments and to assess each segment's performance. It is extracted from the Group's consolidated reporting system and prepared in accordance with the same accounting rules as in the consolidated financial statements and set out in the notes thereto. The policies applied to determine the operating segments presented are set out in Note 3 Significant accounting policies above in the section Segment information.

SEGMENT REPORTING	Year ended 31 December 2019
	West Europe	Central Europe	North Europe	CEMEA	A&S	LATAM	Elimination	Total Group
	€000	€000	€000	€000	€000	€000	€000	€000
Revenue external	628,043	782,882	226,366	190,157	202,031	78,622	-	2,108,101
Revenue
Intercompany	8,851	10,334	578	40	264	0	(20,067)	0
Ratio Adj. EBITDA/Revenue	24.6%	21.1%	18.6%	24.1%	16.8%	19.1%		21.0%
Adjusted EBITDA	154,765	165,754	42,099	45,753	33,936	14,992	(13,679)	443,620
Acquisitions related expenses and income								1,532
Restructuring and other significant expenses								(28,067)
Impairment of non-current assets								(91,064)
Share of loss of associates and revaluation of non-controlling interest								(1,125)
Net finance costs								(165,863)
Income tax expenses								(24,316)
Profit on disposal of investment								58
Depreciation and amortisation								(222,087)
Income and expenses from asset disposals								134
Share-based payments								(5,828)
Other non-recurring costs								(3,243)
Penalties paid due to cancellation of contracts								(767)
Net loss for the period								(97,016)

SEGMENT REPORTING	Year ended 31 December 2018
	West Europe	Central Europe	North Europe	CEMEA	A&S	LATAM	Elimination	Total Group
	€000	€000	€000	€000	€000	€000	€000	€000
Revenue external	613,627	750,740	198,377	175,048	190,406	70,082	-	1,998,280
Revenue
Intercompany	8,897	10,189	318	37	272	-	(19,713)	-
Ratio Adj. EBITDA/Revenue	25.6%	22.3%	16.9%	27.2%	16,5%	17.1%		21.3%
Adjusted EBITDA	156,714	167,375	33,363	37,123	31,469	11,960	(13,071)	424,933
Acquisitions related expenses and income								(2,031)
Restructuring and other significant expenses								(45,370)
Impairment of non-current assets								-
Share of loss of associates and revaluation of non-controlling interest								(1,292)
Net finance costs								(158,665)
Income tax expenses								(29,194)
Profit on disposal of investment								141
Depreciation and amortisation								(211,559)
Income and expenses from asset disposals								70
Share-based payments								(4,318)
Other non-recurring costs								(5,447)
Penalties paid due to cancellation of contracts								(1,553)
Net loss for the period								(34,285)

The column Elimination includes all Group central functions included in Corporate holdings such as management, legal, Group finances and treasury, internal audit and strategic procurement which cannot be attributed to individual operating segments. Furthermore, the Group total includes finance income and expenses and taxes because they are centrally managed by the Group, and therefore cannot be attributed to individual business segments, as well as the elimination of transactions conducted among the individual segments.

The detail of revenue by country is as follows for the period from 1 January until 31 December 2019:

	Year ended 31 December
	2019		2018
	€000	%	€000	%
West Europe	628,043	30	613,628	31
France	474,407	22	461,148	23
Portugal	51,644	2	48,524	2
Spain	101,992	5	103,955	5
Central Europe	782,882	37	750,740	37
Germany	428,989	20	404,637	20
Italy	237,046	11	225,133	11
Switzerland	116,847	6	120,970	6
North Europe	226,366	11	198,377	10
Belgium	48,702	2	49,011	2
Denmark	3,352	0	0	0
Estonia	18,676	1	16,380	1
Finland	51,641	2	39,107	2
Ireland	1,346	0	1,219	0
Lithuania	2,612	0	2,363	0
Norway	586	0	1,029	0
Sweden	5,008	0	-	-
United Kingdom	94,442	4	89,268	4
CEMEA	190,157	9	175,047	9
Austria	27,914	1	25,241	1
Croatia	2,278	0	1,897	0
Cyprus	3,653	0	2,222	0
Czech Republic	53,174	3	52,113	3
Ghana	2,565	0	2,006	0
Hungary	42,114	2	40,099	2
Nigeria	4,381	0	3,863	0
North Macedonia	1,827	0	1,746	0
Poland	1,689	0	1,520	0
Romania	11,804	1	10,978	1
Slovakia	12,828	1	12,128	1
Slovenia	4,167	0	3,502	0

	Year ended 31 December
	2019		2018
	€000	%	€000	%
The Republic of Belarus	5,777	0	4,711	0
The United Arab Emirates	6,519	0	6,212	0
Turkey	9,284	0	6,810	0
Ukrania	182	0	-	-
LATAM	78,622	4	70,082	4
Brazil	9,902	0	9,636	0
Columbia	47,590	2	45,810	2
Ecuador	9,704	0	3,130	0
Mexico	1,129	0	850	0
Panama	259	0	279	0
Peru	10,039	0	10,377	1
Analytics & Services	202,031	10	190,407	10
Austria	4,787	0	4,437	0
Denmark	938	0	-	0
Finland	2,760	0	2,640	0
Germany	75,261	4	72,131	4
Italy	3,789	0	1,931	0
Netherlands	47,878	2	46,284	2
Norway	4,841	0	5,113	0
Sweden	35,975	2	34,066	2
Switzerland	10,723	1	10,637	1
United Kingdom	15,079	1	13,167	1
Total revenue	2,108,101	100	1,998,280	100

There are no single customers that contribute 10 per cent or more to the Group's revenue in either 2019 or 2018, as the Group generates revenue from a wide range of analysis and diagnostic testing services with a wide range of customers in many different countries worldwide.

7. Revenue

The components of revenue are as follows:

	Year ended 31 December
	2019	2018
	€000	€000
Revenues human medicine	1,741,308	1,656,907
Revenues environmental analysis	209,966	195,055
Revenues veterinary medicine	31,246	29,071
Revenues from trading goods	16,344	17,662
Other revenues	109,237	99,585
Total revenue	2,108,101	1,998,280

Other revenue mainly consist of revenue from studies, hygiene analysis and nuclear medicine.

8. Materials related expenses

Significant items included in material expenses are as follows:

	Year ended 31 December
	2019	2018 ^*
	€000	€000
Reagents	(135,329)	(129,775)
External analysis services	(72,856)	(66,625)
Consumables	(96,146)	(92,470)
Per reported result	(112,805)	(102,080)
Temporary workers	(35,826)	(33,871)
Other	(13,992)	(14,421)
Total	(466,955)	(439,242)

^* Restated on adoption of IFRS 16. Refer to Note 2.2

Consumables and reagents are the key materials in the clinical diagnostic business. Master agreements in place with clinical diagnostic equipment manufacturers also provide for payments to suppliers based on the analyses performed on a "per reported result" billing basis.

9. Payroll related expenses

	Year ended 31 December
	2019	2018
	€000	€000
Salaries and wages	(602,429)	(570,130)
Social security contributions	(171,552)	(162,927)
Other personnel related costs	(58,283)	(54,501)
Subcontracting/temporary staff	(30,936)	(32,575)
Share-based payments	(5,828)	(4,318)
Total payroll and related expenses	(869,028)	(824,450)
Average number of employees during the year:	22,552	21,728
Administration	3,361	2,900
Operation	19,191	18,828
thereof doctors/biologists	1,757	1,595

The weighted average headcount throughout the year was 22,552 (2018: 21,728) employees.

Other personnel related costs include, amongst others, profit sharing, pensions expenses, travel expenses, fees for training of personnel and food allowances.

Details of pension arrangements and share-based payment transactions are set out in Notes 26 and 27 respectively. In the year ended 31 December 2019, 47.2 M€ (2018: 42.0 M€) was paid by the Group into defined contribution plans.

Salaries and wages expenses include also the variable remuneration paid to biologists under various legal forms, either compensation paid as salary or, mainly for French biologists, the priority dividends paid on the current year result. The priority dividends to be paid to certain laboratory doctors after year-end are recognised as employee benefits expense and liability in the current year.

10. Other operating expenses

Significant items included in other operating expenses are as follows:

	Year ended 31 December
	2019	2018 ^*
	€000	€000
Low value, variable and short term lease	(8,330)	(4,635)
Marketing and communication expenses	(42,819)	(40,961)
Transportation expenses	(64,456)	(57,798)
Repairs and maintenance and insurance expenses	(35,533)	(36,934)
Utilities	(58,032)	(49,675)
Consulting and advisory fees	(30,183)	(30,678)
IT and administration expenses	(48,865)	(46,488)
Personnel related expenses	(32,861)	(33,311)
Other taxes, dues and fees	(8,392)	(7,110)
Other expenses	(33,972)	(37,108)
Total other operating expenses	(363,443)	(344,698)

^* Restated on adoption of IFRS 16. Refer to Note 2.2

Other expenses include, amongst others, service charges relating to security, cleaning and storage costs.

Transportation expenses include both expenses related to external logistics providers and expenses incurred for the Group's vehicle fleet.

Audit services

Audit services are included in the line Consulting and advisory fees. During the year, the Group (including its overseas subsidiaries) obtained the following services from the Group's auditor and its associates at the following costs. The amount of fees payable to the Company's auditor and its associates for the audit of the parent company and consolidated financial statements for the period from 1 January 2019 until 31 December 2019 and the comparative period for all the consolidated companies, where they are appointed, is broken down as follows:

Audit fees:

	Year ended 31 December
	2019	2018
	€000	€000
Fees payable to the Company's auditor for the audit of the Company's financial statements	489	422
The audit of the Company's subsidiaries	3,618	3,341
Total audit fees	4,107	3,762

Non-audit fees:

	Year ended 31 December
	2019	2018
	€000	€000
Corporate finance services	3,314	489
Other services	191	90
Total non-audit fees	3,505	579
Total fees	7,612	4,341

11. Other operating income

Significant items included in other operating income are as follows:

	Year ended 31 December
	2019	2018
	€000	€000
Rental and lease income	473	418
Income from overdue fines	1,059	995
Other	23,709	22,382
Total other operating income	25,241	23,795

Other is the aggregation of various insignificant items of other income from across the group.

12. Depreciation and amortisation

Depreciation and amortisation relate to the following items:

	Year ended 31 December
	2019	2018 ^*
	€000	€000
Property, Plant and Equipment	(51,820)	(50,497)
Right of Use assets	(87,634)	(83,289)
Customer relationships	(61,620)	(59,220)
Intangible assets	(21,013)	(18,553)
Total depreciation and amortisation	(222,087)	(211,559)

^* Restated on adoption of IFRS 16. Refer to Note 2.2

Amortisation of customer relationships relates to customer relationships recorded as part of the acquisitions done by the Group.

13. Separately disclosed items

As set out in note 3, the Group is implementing a number of business change programs as part of a wider transformational change program and the costs of these activities are presented separately on the face of the income statement in dedicated lines in accordance with IAS 1.

The separately disclosed items mainly include in the year to 31 December 2019 the following expenses or provisions:

		Year ended 31 December
		2019	2018
		€000	€000
Strategic project costs	(a)	(4,315)	(6,624)
Finance transformation and IT projects	(b)	(13,166)	(13,397)
Restructuring, severance and other expenses	(c)	(10,586)	(25,349)
Restructuring and other significant expenses		(28,067)	(45,370)
Cost on current year acquisitions and abandoned projects	(d)	(5,545)	(6,620)
Release of provisions for earn outs and other deferred payments for acquisitions	(d)	7,077	4,589
Acquisition related expenses/income		1,532	(2,031)
Impairment of goodwill	(e)	(90,011)	-
Impairment of customer lists, other fixed assets and non-current assets		(1,053)	-
Impairment and reversal of impairment of assets		(91,064)	-
Total		(117,599)	(47,401)

(a) This category includes 4.3 M€ (2018: 6.6 M€) of costs associated with strategic projects as part of the Group's wider business transformation program.

Thereof, the amount of 3.5 M€ (2018: nil) was incurred for projects related to the implementation of the Group's strategy, "For You" (see also the respective section in the Strategic Report), primarily relating to consulting, market research and promotion for retail, hospital and prescriber sales initiatives, setting up of management training and employee satisfaction monitoring.

(b) This category includes costs relating to the group-wide ERP and other significant IT implementation programs, totaling 13.2 M€ (2018: 13.4 M€). These costs within this category were considered not to meet the group's policy for capitalistion of software development costs, in accordance with IAS 38.

Thereof, the amount of 7.8 M€ (2018: 11.2 M€) was incurred in course of setting up ERP in Switzerland and Italy, as well as improvement of accounting and financial reporting systems, including, but not limited to, the support of implementation of the new IFRS 16 accounting standard, ongoing costs of complying with this new accounting standard will not be separately disclosed.

The amount of 5.4 M€ (2018: 2.2 M€) was incurred in various geographies, including but not limited to setting up of new laboratory information systems (LIS), data center and other IT related projects in Germany, France, as well as in the holdings of the Group for the support of these projects. The personnel expenses within this category total 3.7 M€. The cost of these individuals is directly attributable to those related one-off projects.

(c) This category includes expenses for restructuring resulting from acquisitions, significant relocation and internal reorganization programs. Included within this total is 7.0 M€ of severance costs, as well as 5.8 M€ for costs relating to significant restructuring and relocation programmes in 2019, in particular in Germany. The personnel expenses within this category are 1.4 M€. The cost of these individuals is directly attributable to those related one-off projects. Other expenses in this category include costs relating to a strategic review and a diligence exercise totaling 2.7 M€. The total amount of restructuring, severance and other expenses is net of the income from the release of provisions for similar costs recorded in prior years (2018: 27.4 M€, including 10.2 M€ severance costs associated with staff redundancies as well as 6.0 M€ provision for retroactive reduction of prices by authorities in the region of Campania, Italy).

(d) The net income of 1.5 M€ (2018: 2.0M€ expenses) from acquisition projects done or abandoned by the Group includes 5.6 M€ legal and consulting expenses (2018: 6.6 M€) and 7.1 M€ release of provision for earn-outs relating to previous acquisitions (2018: 4.6 M€).

(e) The impairment test performed as of 31 December 2019 resulted in impairment of goodwill for the CGU Switzerland in an amount of 90.0 M€ (2018: nil); for further details please refer to Note 16 Goodwill.

14. Net finance costs

	Year ended 31 December
	2019	2018 ^*
	€000	€000
Finance income	25,139	18,532
Interest expenses on financial liabilities measured at amortised cost	(157,325)	(141,477)
Interest expenses on leases	(16,035)	(17,012)
Other interest expenses	(599)	(475)
Loss on remeasurement of derivatives at fair value through profit or loss	(213)	(5)
Exchange losses	(15,177)	(17,503)
Other financial expenses	(1,649)	(725)
Total finance costs	(191,002)	(177,197)
Net finance costs	(165,863)	(158,665)

^* Restated on adoption of IFRS 16. Refer to Note 2.2

The interest expenses relate mainly to:

i.	the 920 M€ Senior Secured Term Loan with effective interest rate of 3.91% due 2026
ii.	the 150 M€ and 300 M€ Term Loans with effective interest rate of 3.2% due 2022
iii.	the 940 M€ Senior Secured Floating Rate Notes due 2022 at effective interest rate of 3.67 (applied above the EURIBOR floored at zero and to the 375 M€ 8.5% Senior Fixed Rate Notes issued by SYNLAB Unsecured Bondco PLC on-lent to SYNLAB Bondco PLC due 2023.

It also includes the interest expenses on the drawn part of the Revolving Credit Facility ("RCF") as well as the commitments fees on the undrawn part of the RCF. Additionally it includes the interest expenses to the 900 M€ Senior Secured Fixed Rate Notes with effective interest rate of 6.25% repaid on 1 July 2019, as well as the not amortised part of debt issuance costs of the Senior Secured Notes amounting 9.4 M€ and the premium paid for early repayment amounting 14 M€. The exchange losses mainly relate to unrealized losses from intercompany loans.

15. Income tax expenses

Analysis of tax charge in the year:

	Year ended 31 December 2019	Year ended 31 December 2018
	€000	€000
Current tax current year	(42,058)	(40,158)
Current tax prior year	540	(2,713)
Deferred tax	17,202	13,677
Total income tax expenses	(24,316)	(29,194)

Since 2016, Management has decided to reconcile at the UK rate of corporation tax (on the basis that the group results are consolidated into a UK resident company) rather than the blended rate for the period.

The tax charge for the year can be reconciled to the loss per the income statement as follows:

	As at 31 December 2019	As at 31 December 2018
	€000	€000
Loss on ordinary activities before tax	(83,636)	(8,304)
Tax credit expected on the loss on ordinary activities at 19.00% (2018: 19.00%)	15,891	1,578
Impairment of acquired goodwill	(17,097)	-
Other net permanent differences on non-deductible items	(5,766)	(2,562)
Non-taxable income	215	14
Non UK profits taxed at rates different from the UK rate	(19,366)	(14,665)
Net movements in temporary differences upon which no deferred tax asset has been recognised	1,282	(12,022)
Effect of changes in corporate tax rates on deferred tax balances	(61)	970
Net prior year tax adjustments	540	(2,713)
Other items	47	206
Total tax charge for the year	(24,316)	(29,194)

The effective tax rate differs from the UK corporation tax rate for the period as a result of a number of adjustments, including non-deductibility of financing costs for which either tax relief is not available at all or for which no deferred tax asset is recognised. In addition the majority of the profits of the group arise in jurisdictions with higher rates of corporation tax (mainly France and Italy).

16. Goodwill

		Goodwill
		€000
Gross amount	At 1 January 2019	2,671,943
	Business acquired	67,744
	Foreign currency translation	11,397
	31 December 2019	2,751,084
Impairment	At 1 January 2019	(143,265)
	Impairment charge	(90,000)
	Foreign currency translation	(136)
	31 December 2019	(233,401)
Carrying amount	At 1 January 2019	2,528,677
	At 31 December 2019	2,517,683

		Goodwill
		€000
Gross amount	At 1 January 2018	2,535,076
	Business acquired	127,548
	Foreign currency translation	9,318
	31 December 2018	2,671,942
Impairment	At 1 January 2018	(141,552)
	Impairment charge	-
	Foreign currency translation	(1,713)
	31 December 2018	(143,265)
Carrying amount	At 1 January 2018	2,393,524
	At 31 December 2018	2,528,677

Goodwill values for the acquisitions made during the period ended 31 December 2019 are provisional and subject to modification in the twelve months period following the acquisition date.

IMPAIRMENT TESTING FOR CASH-GENERATING UNITS CONTAINING GOODWILL

For the purpose of impairment testing, goodwill is allocated to cash generating units or groups of cash-generating units ("CGUs") defined at the level of main countries or geographical zones, which represent the lowest level within the Group at which goodwill is monitored for internal management purposes.

The CGUs and group of CGUs for the year ended 31 December 2019 are Germany, France, Italy, Switzerland, Iberia, North Europe (UK, Belgium, Estonia, Finland, Lithuania, Norway), CEMEA (Austria, Czech Republic, Slovakia, Hungary, Emerging Markets), LATAM and Analytics and Services.

The aggregate carrying amounts of goodwill allocated to each group of CGUs and key assumptions of the impairment testing model are as follows:

As at 31 December 2019	Carrying Amount	LT growth rate	Discount rate post-tax	Discount rate pre-tax
	€000
Germany	487,525	2,1%	7,0%	9,1%
France	898,106	1,7%	7,8%	9,1%
Switzerland	141,149	1,0%	8,1%	9,8%
Italy	389,584	1,5%	8,8%	11,7%
Iberia	73,218	1,7%	8,8%	11,0%
Northern Europe	155,202	1,9%	8,2%	9,6%
CEMEA	126,217	2,7%	9,8%	11,3%
LATAM	51,587	2,6%	10,9%	14,4%
Analytics & Services	195,095	2,0%	7,7%	9,6%
	2,517,683

As at 31 December 2018	Carrying Amount	LT growth rate	Discount rate post-tax	Discount rate pre-tax
	€000
Germany	478,791	2,6%	7,3%	9,4%
France	875,514	1,9%	8,1%	10,2%
Switzerland	221,426	1,0%	6,7%	7,9%
Italy	381,081	1,7%	9,5%	12,9%
Iberia	64,959	2,0%	9,8%	12,0%
Northern Europe	146,796	2,0%	8,5%	10,1%
CEMEA	126,156	2,5%	9,7%	11,1%
LATAM	48,173	2,8%	11,8%	15,9%
Analytics & Services	185,781	1,9%	7,6%	9,4%
	2,528,677

The recoverable amount of each cash-generating unit was based on its value in use which was determined by discounting the future cash flows generated from the continuing use of the unit. The main assumptions on which the value in use of a cash generating unit is based are the discount rate and trends in volumes, prices and direct costs (inflation) over the period. The calculation of the value in use was based on the following key assumptions:

•	The latest available Group's 5 year business plan shows trends in volumes, prices and direct costs based on past trends and on the future market outlook which include a certain level of uncertainties, especially in the current context of economic difficult environment in certain European countries. The impact of the Corona-Virus crisis is however not included as this is a post balance sheet event (see Note 35). The cash flows projections for the years 2020 to 2024 include also:Taxes impact by applying the latest enacted rate per country;Working capital; andCapital expenditures corresponding in general to 4.9% (2018: 4.2%) of forecasted annual turnover
•	The terminal value is then calculated by discounting the forecast flows of the last year (2024) using a perpetual growth rate between 1.0% and 2.8% (2018: 1.0% and 2.8%) depending on the cash generating unit. This percentage is management's best estimate of the expected market evolution based on the long term inflation rates for each CGU or published sector-specific market research.
•	The discount rate is based on the respective CGU's weighted average cost of capital (WACC) including a leveraged beta, cost of debt and cost of equity (including market risk premium and size premium);
•	Discount rates used are post-tax discount rates applied to post tax cash flows. Applying those rates result in value in use materially consistent to those computed using pre-tax discount rates applied to pre-tax cash flow, (as required by IAS 36).

RESULT OF ANNUAL IMPAIRMENT TESTING

Based on the impairment test calculation performed, impairment of 90 M€ was recognized for the CGU Switzerland as of December 2019.

Sensitivity analysis

The calculation of the value in use is most sensitive to EBITDA and discount rates.

A post-tax discount rate increase of 1% point would not lead to any additional goodwill impairment in all the CGUs, except for Switzerland, where it would lead to an additional 29 M€ being recognised.

A 5% decrease in the forecasted EBITDA over the forecasts horizon included in the terminal value would not cause any impairment, again except for the CGU Switzerland, for which it would result in an additional 10 M€ impairment (2018: nil M€).

The impact of the Corona-Virus crisis will be taken into account in future impairment tests.

17. Intangible assets

Gross amount of intangible assets	Gross amount as at 1 January 2019 ^*	Acquisition of subsidiaries	Foreign currency translation	Additions
	€000	€000	€000	€000
Customer relationships	1,005,700	32,216	9,285	17
Trademarks	36,799	-	(21)	-
Software	84,558	436	503	17,052
Property rights and similar rights	11,471	1,045	111	1,039
Other	11,994	15	1	8,820
Intangible assets	1,150,522	33,712	9,879	26,928

Gross amount of intangible assets	Disposals	Reclassification	Gross amount as at 31 December 2019
	€000	€000	€000
Customer relationships	(475)	-	1,046,743
Trademarks	-	-	36,778
Software	(1,192)	4,418	105,775
Property rights and similar rights	(168)	(23)	13,475
Other	-	(3,078)	17,752
Intangible assets	(1,835)	1,317	1,220,523

Trademarks contain the own Synlab brand identified as an indefinite useful life intangible asset. The carrying amount of this indefinite asset is 35.6 M€

Accumulated amortization and carrying amount of intangible assets	As at 1 January 2019 ^*	Amortisation and	Foreign currency translation	Disposal	As at 31 December 2019	Carrying amount as at 1 January 2019	Carrying amount as at 31 December 2019
	€000	€000	€000	€000	€000	€000	€000
Customer relationships	(203,627)	(61,620)	(2,736)	200	(267,783)	802,073	778,960
Trademarks	(341)	(155)	8	-	(488)	36,458	36,290
Software	(39,242)	(18,911)	(363)	2,320	(56,196)	45,316	49,579
Property rights and similar rights	(6,096)	(2,991)	(67)	160	(8,994)	5,375	4,481
Other	-	-	-	-	-	11,994	17,752
Intangible assets	(249,306)	(83,677)	(3,158)	2,680	(333,461)	901,216	887,062

Gross amount of intangible assets	Gross amount as at 1 January 2018 ^*	Acquisition of subsidiaries	Foreign currency translation
	€000	€000	€000
Customer relationships	995,618	5,728	3,904
Trademarks	36,804	-	(5)
Software	65,454 ^*	217	129
Property rights and similar rights	11,651	316	19
Other	4,374	35	(3)
Intangible assets	1,113,901	6,296	4,044

Gross amount of intangible assets	Additions	Disposals	Reclassification	Gross amount as at 31 December 2018*
	€000	€000	€000	€000
Customer relationships	450	-	-	1,005,700
Trademarks	-	-	-	36,799
Software	17,249	(1,845)	3,354	84,558
Property rights and similar rights	505	(1,294)	274	11,471
Other	11,216	-	(3,628)	11,994
Intangible assets	29,420	(3,139)	-	1,150,522

Accumulated amortization and carrying amount of intangible assets	As at 1 January 2018 ^*	Amortisation and	Foreign currency translation	Disposal
	€000	€000	€000	€000
Customer relationships	(142,826)	(59,220)	(1,580)	-
Trademarks	(186)	(159)	4	-
Software	(25,161)	(15,269)	(52)	1,240
Property rights and similar rights	(4,138)	(3,125)	(5)	1,171
Other	-	-	-	-
Intangible assets	(172,311)	(77,773)	(1,633)	2,411

Accumulated amortization and carrying amount of intangible assets	As at 31 December 2018 ^*	Carrying amount as at 1 January 2018 ^*	Carrying amount as at 31 December 2018 ^*
	€000	€000	€000
Customer relationships	(203,626)	852,792	802,074
Trademarks	(341)	36,618	36,458
Software	(39,242)	40,293	45,316
Property rights and similar rights	(6,097)	7,513	5,374
Other	-	4,374	11,994
Intangible assets	(249,306)	941,590	901,216

The customer relationships primarily represent customer relationships with doctors and hospitals. These customer relationships consist of customer relationships acquired, identified and evaluated in connection with the acquisitions that were performed since the formation of the Group 2015.

Customer relationships break down into the following group of CGUs:

As at 31 December 2019	Gross	Amortisation & Impairment	Net
	€000	€000	€000
Germany	379,890	(83,173)	296,717
France	6,656	(1,237)	5,419
Italy	44,442	(9,552)	34,890
Switzerland	183,100	(63,102)	119,998
Iberia	30,639	(14,345)	16,294
North Europe	151,393	(46,839)	104,554
CEMEA	94,975	(22,534)	72,441
LATAM	8,704	(1,676)	7,028
Analytics & Services	146,944	(25,325)	121,619
	1,046,743	(267,783)	778,960

As at 31 December 2018	Gross	Amortisation & Impairment	Net
	€000	€000	€000
Germany	367,709	(62,873)	304,836
France	5,844	(912)	4,932
Italy	44,442	(7,278)	37,164
Switzerland	176,357	(48,113)	128,244
Iberia	27,191	(12,661)	14,530
North Europe	140,906	(37,295)	103,611
CEMEA	94,640	(17,037)	77,603
LATAM	8,623	(881)	7,742
Analytics & Services	139,988	(16,576)	123,412
	1,005,700	(203,626)	802,074

18. Property, plant and equipment

With the implementation of IFRS 16 in 2019 a new category of assets was introduced, Right of Use assets. Synlab is now reflecting this new category in a separate table below.

Gross amount of property, plant and equipment	Gross amount as at 1 January 2019 ^*	Acquisition of subsidiary	Foreign currency translation
	€000	€000	€000
Land and building	80,809	1,226	561
Technical machines and equipment	145,177	3,558	1,095
Vehicle fleet	2,284	133	53
Assets under construction	13,526	407	22
Office, IT and Other equipment	103,361	2,501	532
Property, Plant and Equipment	345,157	7,825	2,263

Gross amount of property, plant and equipment	Additions	Disposals	Reclassification	Gross amount as at 31 December 2019 ^*
	€000	€000	€000	€000
Land and building	4,609	(6,690)	10,165	90,680
Technical machines and equipment	18,845	(4,021)	3,391	168,045
Vehicle fleet	488	(1,177)	148	1,929
Assets under construction	11,591	(665)	(17,768)	7,113
Office, IT and Other equipment	17,587	(6,501)	2,328	119,808
Property, Plant and Equipment	53,120	(19,054)	(1,736)	387,575

Accumulated depreciation and carrying amount of property, plant and equipment	As at 1 January 2019 ^*	Depreciation	Foreign currency translation
	€000	€000	€000
Land and building	(15,721)	(7,660)	(119)
Technical machines and equipment	(62,115)	(23,185)	(581)
Vehicle fleet	(524)	(853)	(51)
Assets under construction	-	-	-
Office, IT and Other equipment	(40,571)	(20,122)	(375)
Property, Plant and Equipment	(118,931)	(51,820)	(1,126)

Accumulated depreciation and carrying amount of property, plant and equipment	Disposal	As at 31 December 2019	Carrying amount as at 1 January 2019	Carrying amount as at 31 December 2019
	€000	€000	€000	€000
Land and building	6,060	(17,440)	65,088	73,240
Technical machines and equipment	2,066	(83,815)	83,062	84,230
Vehicle fleet	963	(465)	1,760	1,464
Assets under construction	-		13,526	7,113
Office, IT and Other equipment	7,523	(53,545)	62,790	66,263
Property, Plant and Equipment	16,612	(155,265)	226,226	232,310

Gross amount of right of use assets	Gross amount as at 1 January 2019 ^*	Acquisition of subsidiary	Foreign currency translation
	€000	€000	€000
Land and building	467,277	5,150	876
Technical machines and equipment	84,043	439	(28)
Vehicle fleet	25,352	234	19
Office, IT and Other equipment	19,358	88	(5)
Right of use assets	596,030	5,911	862

Gross amount of right of use assets	Additions	Disposals	Reclassification	Gross amount as at 31 December 2019
	€000	€000	€000	€000
Land and building	54,386	(13,587)	-	514,102
Technical machines and equipment	15,702	(11,278)	-	88,878
Vehicle fleet	5,554	(6,909)	-	24,250
Office, IT and Other equipment	3,762	(3,946)	-	19,257
Right of use assets	79,404	(35,720)	-	646,487

Accumulated depreciation and carrying amount of right of use assets	As at 1 January 2019 ^*	Depreciation	Foreign currency translation
	€000	€000	€000
Land and building	(132,265)	(58,758)	(515)
Technical machines and equipment	(42,852)	(16,620)	(48)
Vehicle fleet	(12,222)	(7,511)	(53)
Office, IT and Other equipment	(9,169)	(4,745)	7
Right of use assets	(196,508)	(87,634)	(609)

Accumulated depreciation and carrying amount of right of use assets	Disposal	As at 31 December 2019	Carrying amount as at 1 January 2019	Carrying amount as at 31 December 2019
	€000	€000	€000	€000
Land and building	13,553	(177,985)	335,012	336,117
Technical machines and equipment	10,659	(48,861)	41,191	40,017
Vehicle fleet	6,906	(12,880)	13,130	11,370
Office, IT and Other equipment	3,946	(9,961)	10,189	9,296
Right of use assets	35,064	(249,687)	399,522	396,800

Gross amount of property, plant and equipment	Gross amount as at 1 January 2018	Acquisition of subsidiary
	€000	€000
Land and building	71,925 ^*	2,538
Technical machines and equipment	127,911 ^*	1,900
Vehicle fleet	2,519 ^*	107
Assets under construction	8,377 ^*	7
Office, IT and Other equipment	85,808 ^*	3,499
Property, Plant and Equipment	296,540	8,051

Gross amount of property, plant and equipment	Foreign currency translation	Additions	Disposals	Reclassification	Gross amount as at 31 December 2018
	€000	€000	€000	€000	€000
Land and building	6	5,257	(2,568)	3,651	80,809
Technical machines and equipment	111	19,829	(6,757)	2,183	145,177
Vehicle fleet	58	536	(935)	(1)	2,284
Assets under construction	(2)	16,073	(862)	(10,067)	13,526
Office, IT and Other equipment	349	14,837	(5,366)	4,234	103,361
Property, Plant and Equipment	522	56,532	(16,488)	-	345,157

Accumulated depreciation and carrying amount of property, plant and equipment	As at 1 January 2018 ^*	Depreciation	Foreign currency translation
	€000	€000	€000
Land and building	(10,024)	(8,269)	(14)
Technical machines and equipment	(44,760)	(23,860)	(240)
Vehicle fleet	(360)	(899)	(26)
Assets under construction	-	-	-
Office, IT and Other equipment	(27,942)	(17,469)	(221)
Property, Plant and Equipment	(83,086)	(50,497)	(501)

Accumulated depreciation and carrying amount of property, plant and equipment	Disposal	As at 31 December 2018 ^*	Carrying amount as at 1 January 2018 ^*	Carrying amount as at 31 December 2018 ^*
	€000	€000	€000	€000
Land and building	2,586	(15,721)	61,901	65,088
Technical machines and equipment	6,745	(62,115)	83,151	83,062
Vehicle fleet	761	(524)	2,159	1,760
Assets under construction	-	-	8,377	13,526
Office, IT and Other equipment	5,061	(40,571)	57,866	62,790
Property, Plant and Equipment	15,153	(118,931)	213,454	226,226

Gross amount of right of use assets	Gross amount as at 1 January 2018	Acquisition of subsidiary	Foreign currency translation
	€000	€000	€000
Land and building	391,938	27,093	953
Technical machines and equipment	80,074	1,368	26
Vehicle fleet	21,697	49	136
Office, IT and Other equipment	16,552	517	(92)
Right of use assets	510,261	29,027	1,023

Gross amount of right of use assets	Additions	Disposals	Reclassification	Gross amount as at 31 December 2018
	€000	€000	€000	€000
Land and building	57,635	(10,342)	-	467,277
Technical machines and equipment	6,986	(4,411)	-	84,043
Vehicle fleet	8,020	(4,550)	-	25,352
Office, IT and Other equipment	3,497	(1,116)	-	19,358
Right of use assets	76,138	(20,419)	-	596,030

Accumulated depreciation and carrying amount of right of use assets	As at 1 January 2018 ^*	Depreciation	Foreign currency translation
	€000	€000	€000
Land and building	(87,709)	(54,791)	(107)
Technical machines and equipment	(31,353)	(16,483)	(3)
Vehicle fleet	(9.174)	(7,483)	(115)
Office, IT and Other equipment	(5,885)	(4,532)	132
Right of use assets	(134,121)	(83,289)	(93)

Accumulated depreciation and carrying amount of right of use assets	Disposal	As at 31 December 2018 ^*	Carrying amount as at 1 January 2018 ^*	Carrying amount as at 31 December 2018 ^*
	€000	€000	€000	€000
Land and building	10,342	(132,265)	304,229	335,012
Technical machines and equipment	4,987	(42,852)	48,721	41,191
Vehicle fleet	4,550	(12,222)	12,523	13,130
Office, IT and Other equipment	1,116	(9,169)	10,667	10,189
Right of use assets	20,995	(196,508)	376,140	399,522

19. Investments in associates

The Group's investments in its associates (equity accounted investees) as at 31 December 2019 was 4.7 M€ (2018: 4.5 M€).

The main group investments in associates correspond to non-controlling investment in a French biology laboratory and a Spanish laboratory.

In addition, the Group owned interests of 33% in a local Economic Interest Group (so called Consorzio in Italy), which corresponds to entities in which support functions are pooled, working for both the Group's laboratories and other external entities. For those entities, the Group has significant influence but no control of the entities.

In 2019 the Group received dividends of 0.3 M€ (2018: 0.5 M€) from its investments in equity accounted investees.

Details of the Group's associates at the end of the reporting period are as follows:

	As at 31 December 2019
Companies	Equity €000	% interest/ ordinary	Gross value including goodwill	Provisions for losses €000
		shares	€000
Lab Dos Analisis S.L., Spain	34	50%	47	-
Société d'Exercice Libéral Laboratoire Val de Garonne SELARL, France	2,694	50%	3,771	-
CONSORZIO PER LO SVILUPPO DELLA MEDICINA, Italy	100	33%	23	-
GESTORA PERUANA DE HOSPITALES S.A	1,119	32%	334	-
Southwest Pathology Services LLP, UK	5	33%	159	-
SPS LLP, UK	71	33%	226	-
CLINICA SAMPEDRO Lda., Portugal	39	30%	101	-
Bakteriologisches Institut Olten BIO AG, Switzerland	350	30%	6	-
Total	4,412		4,667	-

	As at 31 December 2018
Companies	Equity €000	% interest/ ordinary	Gross value including goodwill	Provisions for losses €000
		shares	€000
Lab Dos Analisis S.L., Spain	137	50%	109	-
Société d'Exercice Libéral Laboratoire Val de Garonne SELARL, France	2,865	49%	3,755	-
CONSORZIO PER LO SVILUPPO DELLA MEDICINA, Italy	99	33%	22	-
SPS Facilities LLP, UK	44	33%	99	-
Southwest Pathology Services LLP, UK	28	33%	137	-
SPS LLP, UK	15	33%	2	-
GESTORA PERUANA DE HOSPITALES S.A. Peru	1,047	32%	331	-
Total	4,235		4,454	-

Summarised financial information for most of the investments in associates is as follows (100% of amounts); other associates report after March 2020.:

	As at 31 December 2019	As at 31 December 2018
	€000	€000
Non-current assets	1,096	1,204
Current assets	4,847	2,999
Cash	3,855	5,781
Total assets	9,798	9,984
Shareholders' equity	4,083	4,235
Financial debt	0	-
Other liabilities and provisions	5,715	5,749
Total liabilities and equity Income Statement	9,798	9,984
Revenue	70,119	63,928
Results from operating activities	1,380	(517)
Net profit for the period	1,274	1,024

20. Other non-current assets

Other non-current assets include the following:

	As at 31 December 2019	As at 31 December 2018
	€000	€000
Deposits	9,495	10,472
Equity instruments designated as at FVTOCI	1,095	733
Other non-current assets and loans	15,834	9,335
Total other non-current assets	26,424	20,540

Escrow accounts relating to M&A transactions in an amount of 10.3 M€ (2018: 5.6 M€) are the main component of the line "Other".

For entities in which the Group has an ownership below 20% or no significant influence, they are not consolidated and the investments in those entities have been classified equity instruments designated as at FVTOCI as such recognised at fair value or historical value. Unrealised gains and losses are taken directly to other comprehensive income.

No unrealised gain or loss was recognised in 2019 and in 2018.

21. Deferred tax assets and liabilities

The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon during the current period:

	Deferred tax assets	Deferred tax liabilities
	Tax losses and other deductible temporary differences	Accelerated tax depreciation and other liabilities	Deferred tax on intangible assets	Total deferred tax liabilities	Total net deferred tax
	€000	€000	€000	€000	€000
At 1 January 2019	32,558	(9,169)	(197,401)	(206,570)	(174,012)
Acquisition of businesses	8	(134)	(7,954)	(8,088)	(8,080)
Effect of change in accounting policy for IFRS 16	3,883	(3,550)	-	(3,550)	333
Charge/(credit) to income	184	2,559	14,459	17,018	17,202
Charge/(credit) to other comprehensive income	1,222	-	-	-	1,222
Exchange differences	151	(676)	(606)	(1,282)	(1,131)
At 31 December 2019	38,005	(10,970)	(191,502)	(202,471)	(164,466)

The recognition of these assets, and the non-recognition of assets in respect of other losses, is based on Synlab's management's estimate of the probability of being able to use these losses (or prior to the expiration of the losses ), based upon forecast operating results, the current financing structure and the level of deferred tax liabilities recognised in the particular territory / tax grouping. It is expected that the benefit of certain tax attributes (mainly in Germany) will be lost in the near future as a result of matters which are outside the control of management, therefore no asset is recognised in relation to these attributes. Deferred Tax Assets totalling €12.1m have been recognised on losses mainly in the UK and France. Deferred tax assets have not been recognised in respect of losses of 236.2 M€, which are available for indefinite carry forward. These losses have arisen mainly in the UK, France and Spain and are not recognized on the basis that these losses cannot be accessed by other group companies which are forecasting profits.

The Group has also incurred interest expense in excess of the maximum available to be offset against current profits in a number of territories. An amount of 370.5 M€ is available for indefinite carry forward (subject to special rules in a number of territories), primarily in Germany, Spain and France. A deferred tax asset has not been recognized either because excess interest capacity is not currently forecast in future periods or because the attributes are expected to be lost on a change in control before they can be utilized. Furthermore, a deferred tax liability has not been recognised in relation to unrepatriated profits (including foreign exchange movements on these profits) on the basis that management is able to control the unwinding of these amounts and does not currently have an intention to repatriate these profits.

The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon during the prior year period:

	Deferred tax assets	Deferred tax liabilities
	Tax losses and other deferred taxes	Accelerated tax depreciation and other liabilities	Deferred tax on intangible assets	Total deferred tax liabilities	Total net deferred tax
	€000	€000	€000	€000	€000
At 1 January 2018	14,389	(4,345)	(199,735)	(204,080)	(189,691)
Acquisition of businesses	244	(4)	(1,666)	(1,670)	(1,426)
Effect of change in accounting policy for IFRS 9 and IFRS 15	-	1,121	-	1,121	1,121
Charge/(credit) to income	16,686	(9,813)	5,585	(4,228)	12,458
Charge/(credit) to other comprehensive income	171	(27)	(991)	(1,018)	(847)
Exchange differences	266	350	(594)	(244)	22
At 31 December 2018	31,756	(12,718)	(197,401)	(210,119)	(178,363)
Adjustment for impact of IFRS 16	802	3,549	-	3,549	4,351
At 31 December 2018 - as restated	32,558	(9,169)	(197,401)	(206,568)	(174,012)

The Group has restated deferred tax assets and liabilities on IFRS 16 on prior years. This net adjustment on deferred tax is 5.3 M€. The net adjustment on deferred tax for IAS 17 elimination is (1) M€. Please refer to note 2.2.1 on IFRS 16.

22. Trade accounts receivable

Net trade accounts receivable break down into the following geographical areas or CGUs:

As at 31 December 2019	Gross	Loss allowance	Net
	€000	€000	€000
Germany	87,965	(3,011)	84,954
France	33,615	(2,461)	31,154
Italy	58,423	(12,757)	45,666
Switzerland	14,095	(565)	13,530
Iberia	40,948	(2,459)	38,489
North Europe	24,934	(1,415)	23,519
CEMEA	33,633	(1,059)	32,574
LATAM	31,191	(2,591)	28,600
Analytics & Services	20,747	(402)	20,345
	345,551	(26,720)	318,831

The Group has adopted the simplified expected credit loss model for its trade receivables. The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. To measure the expected credit losses, trade accounts receivables have been grouped based on shared credit risk characteristics and the days past due. Moreover, reasonable and supportable information (if available without undue cost or effort) at the reporting date about past events, current conditions and forecasts of future economic conditions have been taken into account in the calculations. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

There has been no change in the estimation techniques or significant assumptions made during the current reporting period.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings.

As a result of the billing processes and billing cycles in the various countries and businesses, there are 39.5 M€ of accrued income not yet billed to customers included in trade accounts receivables. No provision was built based on the aging of those items (2018: 0.7 M€).

The ageing of trade accounts receivable at the reporting date was as follows:

			Not due
As at 31 December	Carrying amount	Gross receivables
	€000	€000	€000
2019	318,831	345,550	233,078
2018	296,168	327,300	217,813

	Overdue
As at 31 December	<3 months	3<6 months	6<9 months	>12 months
	€000	€000	€000	€000
2019	53,777	17,325	19,276	22,094
2018	54,740	14,094	13,623	27,030

The loss allowances for trade receivables as at 31 December reconcile to the opening loss allowances as follows:

	2019	2018*
	€000	€000
At 1 January	(31,131)	(49,681)
Business acquired	(500)	(196)
Additions recognised in profit or loss	(12,097)	(20,723)
Foreign currency translation	35	(64)
Utilisation and reversal	16,973	39,533
At 31 December	(26,720)	(31,131)

The actual write-off relating to trade receivables as at 31 December 2019 amounts to 3.3 M€ (2018: 11.3 M€). There was no material individual impairment of trade receivables.

The Group has no significant concentration of credit risk due to a large number of private customers and individually non-significance of amounts due. The Group performs ongoing credit evaluations of its receivables.

23. Other current assets

Other current assets mainly consist of the following:

	As at 31 December 2019	As at 31 December 2018
	€000	€000
Escrow accounts	4,776	3,002
VAT and other tax receivables	24,777	20,359
Prepayments	17,962	16,726
Receivables from supplier bonuses	18,703	16,678
Other	29,325	23,648
Total other current assets	95,543	80,413

The line "Other" includes receivables related party of 0.2 M€ (2018: 0.1 M€), receivables from employees of 0.9 M€ (2018: 1.0 M€), receivables from debit balance for creditors 0.3 M€ (2018: 0.9 M€) and various other small items.

24. Cash and cash equivalents

For the purpose of the consolidated statements of cash flows, cash and cash equivalents include cash on hand and at banks, net of outstanding bank overdrafts and cash equivalent. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as follows:

	As at 31 December 2019	As at 31 December 2018
	€000	€000
Euro (EUR)	189,437	81,921
UK Sterling pounds (GBP)	9,426	12,252
Swiss franc (CHF)	17,350	11,256
Czech Crown (CZK)	437	550
Hungarian Forint (HUF)	658	1,163
Swedish Krona (SEK)	2,373	1,962
Other currencies	14,163	6,311
Cash at bank and deposit	233,844	115,415
Cash equivalents	3,515	3,546
Cash on hand	1,353	1,600
Cash and cash equivalents	238,712	120,561
Bank overdrafts	(132)	(242)
Cash and cash equivalents in the statement of cash flows	238,580	120,319

25. Borrowings and other financial liabilities

	As at 31 December 2019	As at 31 December 2018 ^*
	€000	€000
Non-current liabilities
Bank loans	717	1,281
Senior Secured Notes	936,027	1,823,733
Senior Notes	372,134	371,461
Term Loan	1,358,109	297,842
Lease liabilities	331,578	341,033
Current liabilities
Bank loans	315	888
Accrued interest on Term Loan	21,571	2,650
Lease liabilities	88,566	79,266
Other financial loans	569	524
Bank overdraft	132	242
Total Non-Current	2,998,565	2,835,350
Total Current	111,153	83,570
Total	3,109,718	2,918,920

^* Restated on adoption of IFRS 16. Refer to Note 2.2

REVOLVING CREDIT FACILITY

The Group's principal bank facility comprises of a 250 M€ Revolving Credit Facility ("RCF"), with a maturity date of 17 June 2021. Advances under the facility bear interest at a rate equal to EURIBOR (with a 0% floor) plus 3% although this may reduce to 2% by reference to a Senior Secured Net Leverage test. The RCF is subject to certain covenants which require SYNLAB Bondco PLC to ensure compliance with a Senior Secured Net Leverage ratio tested quarterly. This Facility was undrawn as at 31 December 2019 (2018: 0 M€).

SENIOR SECURED NOTES

In November 2016 the Group issued 940 M€ of Senior Secured Notes. The Notes were issued at a floating rate of 3 months EURIBOR (with a 0% floor) plus 3.5% and are repayable on 1 July 2022.

Fees incurred by the issuance of the additional debt amounted to approximately 8.5 M€ and have been capitalised as debt issuance costs to be amortised over the notes maturity using the effective interest rate method. The Notes are listed and traded on the Irish Stock Exchange.

SENIOR NOTES

In August 2015 the Group issued 375 M€ of Senior Notes at an interest rate of 8.25% and are repayable on 1 July 2023. The Notes are listed and traded on the Irish Stock Exchange.

SENIOR SECURED TERM LOAN

In September 2017 the Group raised additional 300 M€ debt via a Term Loan issuance with a maturity date of 1 July 2022. This Senior Secured Facility bears interests at a rate of EURIBOR (with a 0% floor) plus 3% although this may reduce to 2.5% by reference to a Senior Secured Net Leverage test. In April 2019, SYNLAB Bondco PLC raised a 150 M€ incremental new debt with new lenders but based on the same terms as its existing 300 M€ Term Loan debt tranche. The Senior Secured Term Loan bears floating interests at 3,00% + Euribor (floored at 0%) and matures 2022. This facility is fully drawn as at 31 December 2019.

On 1 July 2019, SYNLAB Bondco PLC issued a 920 M€ Senior Secured Term Loan. Proceeds of the Term Loan were used to repay the existing 900 M€ Senior Secured Notes due 2022. The new term loan bears floating interest at 3.75% + Euribor (floored at 0%) and matures in July 2026. This facility is fully drawn as at 31 December 2019.

	Bank loans	Fixed and floating Senior Secured Notes	Fixed Senior Notes	Accrued interest on notes/ Term Loan
Amount at 1 January 2019 ^*	2,169	1,823,733	371,461	2,650
Business acquired	508	-	-	-
Foreign currency translation	-	-	-	-
Transaction costs, accrued interest and other changes related to loans and borrowings	-	12,295	673	18,921
Proceeds from loans and borrowings	7	-	-	-
Repayments of loans and borrowings	(1,652)	(900,000)	-	-
As at 31 December 2019	1,032	936,028	372,134	21,571

	Term Loan	RCF Syndicated Secured loan	Other financial loans	Subtotal	Lease liabilities	Total
Amount at 1 January 2019 ^*	297,842	-	766	2,498,621	420,299	2,918,920
Business acquired	-	-	226	734	5,913	6,647
Foreign currency translation	-	-	-	-	719	719
Transaction costs, accrued interest and other changes related to loans and borrowings	1,622	-	(257)	33,254	(716)	32,538
Proceeds from loans and borrowings	1,058,645	50,000	56	1,108,708	79,403	1,188,111
Repayments of loans and borrowings	-	(50,000)	(90)	(951,742)	(85,475)	(1,037,217)
As at 31 December 2019	1,358,109	-	701	2,689,575	420,143	3,109,718

Please note that proceeds from lease liabilities have no cash flow impact, as they are netted with the right of use assets.

	Bank loans	Fixed and floating Senior Secured Notes	Fixed Senior Notes	Accrued interest on notes
Amount at 1 January 2018 ^*	2,490	1,819,645	370,843	2,700
Business acquired	11,780	-	-	-
Foreign currency translation	(2)	-	-	-
Transaction costs, accrued interest and other changes related to loans and borrowings	(80)	4,088	618	(50)
Proceeds from loans and borrowings	472		-	-
Repayments of loans and borrowings	(12,491)	-	-	-
As at 31 December 2018 ^*	2,169	1,823,733	371,461	2,650

	Term Loan	Other financial loans	Subtotal	Lease liabilities	Total
Amount at 1 January 2018 ^*	297,269	1,234	2,494,181	384,722	2,878,903
Business acquired	-	9	11,789	29,027	40,816
Foreign currency translation	-	6	4	(759)	(755)
Transaction costs, accrued interest and other changes related to loans and borrowings	573	(483)	4,666	-	4,666
Proceeds from loans and borrowings	-	-	472	75,928	76,400
Repayments of loans and borrowings	-	-	(12,491)	(68,619)	(81,110)
As at 31 December 2018 ^*	297,842	766	2,498,621	420,299	2,918,920

^* Restated on adoption of IFRS 16. Refer to Note 2.2

FIXED AND FLOATING SECURED SENIOR NOTES COVENANTS

Depending on the terms of the bonds indentures, SYNLAB Bondco PLC has to respect certain covenants mainly related to reporting and information requirement.

FIXED SENIOR NOTES COVENANTS

Depending on the terms of the bonds indentures, SYNLAB Unsecured Bondco PLC has to respect certain covenants mainly related to reporting and information requirement.

REVOLVING CREDIT FACILITY (RCF) COVENANTS

The RCF includes certain covenants related to reporting and information requirement and also certain financial covenants as defined in the agreements.

The Senior Secured Net Leverage covenant only acts as a draw stop to new drawings under the RCF and, if breached, will not trigger a default or event of default.

SENIOR SECURED TERM LOAN COVENANTS

The Senior Secured Term Loan includes certain maintenance covenants as well as some incurrence covenants as defined in the agreements.

LEASE LIABILITIES

The Group has leases mainly for land and building and technical equipment (refer to Note 18 Property, plant and equipment).

26. Employee benefits liabilities

Most of the Group's employees are covered by state pension and collective plans managed by third parties if required under local legislation. Those plans are defined contribution plans.

In addition to these legal pension schemes, a provision for pensions and other post-employment benefits is recorded in the IFRS consolidated statement of financial position as of 31 December 2019 and 31 December 2018 based on an actuarial expert opinion for the following obligations:

OBLIGATIONS IN SWITZERLAND

Swiss statutes require the Group to provide occupational pension schemes for employees in which contributions are paid into pension funds. The Group fulfils this obligation by means of a defined benefit plan. Pension obligations and ongoing service cost were calculated using the projected unit credit method, applying a discount rate of 0.30% (2018: 1.00%) and a salary increase rate of 1.00% (2018: 1.00%). Staff turnover assumptions is based on the demographic BVG 2015, (2017: BVG 2015). The individual values range from between 1.23% and 29.59% (2018: was between 1.23% and 29.59%). Mortality, disability and withdrawal probabilities were calculated in accordance with the new demographic tables BVG 2015 (2017: BVG 2015).

Long-services award commitments ("jubilee awards") in Switzerland are based on collective or other agreements granting employees long-term claims depending on their remuneration levels and duration of service. Provisions for long-service awards were calculated applying a discount rate of 0.30% (2018:1.00%), a salary increase rate of 1.00% (2018:1.00%), and a staff turnover rate per BVG 2015 of between 1.23% and 29.59% (2017: BVG 2015 of between 1.23% and 29.59%).

OBLIGATIONS IN FRANCE

Based on collective agreement, a payment is granted to staff when they retire depending on their remuneration levels and duration of service. Provisions were calculated based on following actuarial assumptions: voluntary departure, discount rate amounting to 1.20% (2018: 1.90%), inflation rate 1.75% (2018: 1.75%), salary increase between 1.00% and 1.50% (2018: between 1.00%), age at retirement phased depending on birth date with a maximum of 65 years for employees and 67 years for executives; social charge rate 46.19% (2018: 46.19%) and low staff turnover rate.

OBLIGATIONS IN ITALY

Pursuant to statutory regulations (Trattamento di Fine Rapporto, TFR), employees are entitled to a one time severance payment when they leave the Company. The amounts depend on the employee's term of service and salary level. Provisions were calculated based on following actuarial assumptions: discount rate of 0.85% (2018: 1.75%), inflation rate 1.00% (2018: 1.50%) and salary increase 2.00% (2018: 2.00%).

OTHER OBLIGATIONS

In certain other countries, there are legal obligations to make a one-time salary-based severance payment to a retiring employee (Austria, Ecuador, Slovenia, Slovakia) or when they leave the Company (United Arab Emirates. The Group assumed also pension obligations from defined benefit plans for a few executive staff as a consequence of specific agreements in Ecuador, Germany, Netherlands and Norway.

	As at 31 December 2019
	Switzerland	France	Italy	Other	Total
	€000	€000	€000	€000	€000
Net present value of defined benefit obligations (DBO) at beginning of period	79,202	13,368	9,843	25,653	128,066
Short term DBO	-	-	-	(136)	(136)
Acquired through business combination	-	255	610	-	865
Service cost	3,152	834	388	265	4,639
Interest cost	798	248	166	612	1,824
Employee contributions	2,248	-	-	4	2,252
Benefits paid	(9,067)	(539)	(1,069)	(763)	(11,438)
Insurance premiums	(774)	-	-	(79)	(852)
Remeasurements	9,940	581	704	3,582	14,807
Exchange rate differences	3,187	-	-	50	3,237
Net present value of defined benefit obligations at end of period	88,686	14,747	10,642	29,188	143,263

There is a negative plan curtailment due to a reduction in conversion rate in Switzerland.

	As at 31 December 2019
	Switzerland	France	Italy	Other	Total
	€000	€000	€000	€000	€000
Plan assets available measured at market values
Plan assets at the beginning of the period	67,724	724	-	21,120	89,568
Acquired through business combination	-	148	-	-	148
Interest income	701	14	-	502	1,217
Employer contributions	2,288	-	-	210	2,498
Employee contributions	2,248	-	-	4	2,252
Benefits paid	(9,067)	(39)	-	(198)	(9,304)
Insurance premiums	(774)	-	-	(131)	(905)
Revaluations (income from plan assets, excluding amounts included in interest cost)	4,150	36	-	3,201	7,387
Exchange rate differences	2,578	-	-	24	2,602
Plan assets at the end of the period	69,848	883	-	24,732	95,463
Net present value of defined benefit obligations (DBO) at end of period	88,686	14,747	10,642	29,188	143,263
Net present value of plan assets at end of period	69,848	883	-	24,732	95,463
Balance sheet provisions at year-end	18,838	13,864	10,642	4,456	47,800
Composition of costs from defined benefit plans and similar obligations and amounts thereof recorded in the income statement for the period
Service cost	3,152	834	388	265	4,639
Interest expense	97	234	166	110	607
Revaluation of other long-term obligations	(1)	-	-	69	68
Total annual net expense	3,248	1,068	554	444	5,314

	As at 31 December 2019
	Switzerland	France	Italy	Other	Total
	€000	€000	€000	€000	€000
and amounts thereof recorded in other comprehensive income
Actuarial gains/losses from changes of demographic assumptions	9,209	1,159	647	3,532	14,547
Actuarial gains/losses from changes of financial assumptions	732	(577)	58	(20)	192
Adjustments based on past experience	(4,150)	(30)	-	(3,196)	(7,376)
Total annual amount recorded in other comprehensive income	5,791	551	704	316	7,363 ^*

^*) The delta of 27k€ to consolidated statement of comprehensive income results from non-controlling interests.

In addition to the items shown above, provisions for other liabilities to employees of 1.9 M€ (2018: 1.7 M€) and provisions for cash settled share based payment plans of nil M€ (2018: 1.3 M€) were included in the total balance of employee benefits liabilities of 47.8 M€ (2018: 39.8 M€).

Fair value of plan assets other countries are based on assets held by insurance companies.

	As at 31 December 2019	As at 31 December 2018
Fair value of plan assets Switzerland	€000	€000
a. Cash and cash equivalents	2,976	2,902
b. Equity instruments	13,139	12,676
c. Debt instruments	18,980	18,416
d. Real estate	14,751	14,343
e. Assets held by insurance company	14,138	13,672
f. Other	5,863	5,715
Total	69,847	67,724

	As at 31 December 2018
	Switzerland	France	Italy	Other	Total
	€000	€000	€000	€000	€000
Net present value of defined benefit obligations (DBO) at beginning of period	84,784	11,897	9,550	24,669	130,900
Changes in the scope of consolidation	-	800	736	615	2,151
Service cost	3,256	773	340	658	5,027
Interest cost	553	223	139	559	1,474
Employee contributions	2,336	-	-	(15)	2,321
Benefits paid	(7,533)	(551)	(676)	(331)	(9,091)
Insurance premiums	(672)	-	-	-	(672)
RemeasurementsRevaluations	(6,565)	226	(246)	(511)	(7,096)
Exchange rate differences	3,043	-	-	9	3,052
Net present value of defined benefit obligations at end of period	79,202	13,368	9,843	25,653	128,066

	As at 31 December 2018
	Switzerland	France	Italy	Other	Total
	€000	€000	€000	€000	€000
Plan assets available measured at market values
Plan assets at the beginning of the period	68,544	-	-	20,745	89,289
Changes in the scope of consolidation	-	-	-	-	-
Interest income	459	93	-	484	1,036
Employer contributions	2,378	631	-	234	3,243
Employee contributions	2,336	-	-	3	2,339
Benefits paid	(7,467)	-	-	(134)	(7,601)
Insurance premiums	(672)	-	-	(47)	(719)
Revaluations (income from plan assets, excluding amounts included in interest cost)	(404)	-	-	(130)	(534)
Exchange rate differences	2,550	-	-	(35)	2,515
Plan assets at the end of the period	67,724	724	-	21,120	89,568
Net present value of defined benefit obligations (DBO) at end of period	79,202	13,368	9,843	25,653	128,066
Net present value of plan assets at end of period	67,724	724	-	21,120	89,568
Balance sheet provisions at year-end	11,478	12,644	9,843	4,543	38,508
Composition of costs from defined benefit plans and similar obligations and amounts thereof recorded in the income statement for the period
Service cost	3,256	773	340	658	5,027
Interest expense	94	131	139	75	439
Revaluation of other long-term obligations	(135)	-	-	95	(40)
Total annual net expense and amounts thereof recorded in other comprehensive income	3,215	904	479	828	5,426
Actuarial gains/losses from changes of demographic assumptions	-	-	-	(197)	(197)
Actuarial gains/losses from changes of financial assumptions	(4,426)	(314)	(134)	(52)	(4,926)
Adjustments based on past experience	(2,003)	540	(189)	(333)	(1.985)
Income/expenses from plan assets, excluding amounts included in interest cost	404	-	-	149	553
Total annual amount recorded in other comprehensive income	(6,025)	226	(323)	(433)	(6,555) ^*

^* The delta of 27 k€ to consolidated statement of comprehensive income results from non-controlling interests.

The change in the net present value of the defined benefit obligations were as follows:

Current service costs, effects of plan settlements and plan curtailments, and revaluation of other long-term obligations were included in the amounts recorded in "Payroll and related expenses"; interest costs were included in the respective expense items.

The cumulative net actuarial gains and losses recognised in OCI are broken down in the consolidated statement of comprehensive income.

The Group expects to pay contributions to defined benefit plans for the year ended 31 December 2018 and made payments for the year ended 31 December 2019 in the amount of 2.3 M€ and 2.5 M€ respectively.

The following sensitivity analysis shows the impact on the net present value of the defined benefit obligations if the most important actuarial assumptions were to change:

		Impact 2019 on DBO amount	Impact 2018 on DBO amount
	Changed by	€000	€000
Salary reductions	(0.50%)	140,657	125,729
Salary increase	0.50%	144,633	128,909
Discount rate	(0.50%)	155,205	137,268
Discount rate	0.50%	131,472	118,320

The sensitivity analyses above have been determined based on a method that extrapolates the impact on the defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

The sensitivity analyses are based on a change in a significant assumption, keeping all other assumptions constant.

The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.

The following defined benefit plan payments are expected to be disbursed in the coming years:

	As at 31 December 2019	As at 31 December 2018
	€000	€000
Within the next 12 months	3,212	2,519
In 2 years	3,119	2,698
In 3 years	3,604	2,892
In 4 years	4,237	3,370
In 5 years	4,357	3,669
In the following 5 years	26,240	18,866

The average duration of all post-employment benefit payments in the countries listed below is as follows:

In years	Switzerland	France	Italy	Other
As of 31 December 2019	17	12	10	21
As of 31 December 2018	13	14	9	16

27. Share-based payment schemes

The Company established in November 2015 a share scheme for key management ("Management package scheme") and a free share plan to replace the historical Labco's free share plan.

FREE SHARE PLAN

The historical Labco free share award scheme implemented in November 2014 granted to the beneficiaries up to 687,361 free shares, subject to the achievement of the conditions detailed in the issuance agreement. Those conditions included cumulatively a performance condition (that was met as at 31 December 2014) and conditional to an active employment period of two years, with an obligation to keep the shares for a certain period.

Subsequent to the Labco acquisition on 7 August 2015, the free share plan was replaced by an equivalent scheme composed of SYNLAB Limited shares with the original vesting schedule remaining unchanged and a holding period of one year.

During 2017 a total of 25,850 G Ordinary Shares were granted under the Free Share Plan representing ca. 0.1% of total SYNLAB Limited Ordinary Shares. The average fair value of the G shares granted was 7.07 €, which was measured at the date of grant using a binomial model.

During 2018 a total of 6,250 G Ordinary Shares were granted under the Free Share Plan representing less than 0.1% of total SYNLAB Limited Ordinary Shares. The average fair value of the G shares granted was 7.07 €, which was measured at the date of grant using a binomial model.

	2019	2018
Free Share Plan	Number of shares	Number of shares
Shares outstanding at the beginning of the period.	139,000	132,750
Shares granted during the period.	-	6,250
Shares outstanding at the end of the period.	139,000	139,000

MANAGEMENT PACKAGE SCHEME

In November 2015, SYNLAB Limited put in place a management package by granting A Ordinary Shares representing 10% of total SYNLAB Limited Ordinary Shares to certain key managers as determined by the remuneration committee.

For certain beneficiaries, A Ordinary Shares are subscribed by a dedicated entity (Management Co.) which has been funded by the managers with ordinary shares being acquired at fair value with a one year holding period. For other beneficiaries, A Ordinary Shares have been granted for free, subject to a one year service condition and a one year

holding period. The awards are subject to a service condition of being employed at the date of an exit event. During the year no grants were made out of this scheme.

	2019		2018
A Ordinary Share Plan	number of share options	average exercise price	number of share options	average exercise price
Shares outstanding at the beginning of the period.	1,220,835	1.69	1,237,835	1.68
Shares forfeited during the period.	-	-	17,000	1
Shares outstanding at the end of the period.	1,220,835	1.69	1,220,835	1.69
Range of exercise prices in EUR	1 - 15.37		1 - 15.37	-
Weighted average remaining contractual life in months	1		13	-

As determined by the remuneration committee, further key managers became beneficiaries in December 2016, when SYNLAB Limited granted 501,375 G Ordinary Shares representing ca. 3.5% of total SYNLAB Limited Ordinary Shares. The vesting period for those shares is four years. The fair value of the G shares granted was 1.55 €, which measured at the date of grant using a binomial model.

During 2017 further key managers became beneficiaries, when SYNLAB Limited granted additional 370,000 G Ordinary Shares representing ca. 1.6% of total SYNLAB Limited Ordinary Shares. The average fair value of the G shares granted was 3.91 €, which was measured at the date of grant using a binomial model.

During 2018 SYNLAB Limited granted additional 178,000 G Ordinary Shares representing ca. 0.1% of total SYNLAB Limited Ordinary Shares. The average fair value of the G shares granted was 6.51 €, which was measured at the date of grant using a binomial model.

	2019		2018
G Ordinary Share Plan	number of share options	average exercise price	number of share options	average exercise price
Shares at the beginning of the period.	1,034,375	1.55	864,375	1.55
Shares granted during the period.	-	-	178,000	1.55
Shares forfeited during the period.	-	-	8,000	1.55
Shares outstanding at the end of the period.	1,034,375	1.55	1,034,375	1.55
Range of exercise prices in EUR	1.55	-	1.55	-
Weighted average remaining contractual life in months	16	-	34	-

In 2018 SYNLAB Limited established a new share class "I Preferred Ordinary Shares" and granted additional 375,000 I Preferred Ordinary Shares representing ca. 1.4% of total SYNLAB Limited Ordinary Shares to key management in 2019. The average fair value of the I Preferred Ordinary Shares granted was 19.23 €, which was measured at the date of grant using a binomial model.

Similar to B Ordinary Shares and G Ordinary Shares the I Preferred Ordinary Share entitles the holder to receive notice of and to attend and speak and to vote at general meetings of the Company.

I Preferred Ordinary Shares have been granted, subject to a service condition of being employed at the date of an exit event.

The I Preferred Ordinary Shares are entitled to participate in returns once the holders of the existing issued Preference Shares have received a return equal to the face value of the Preference Shares. The holders of the I Shares are entitled to receive a certain percentage of any dividends paid to the holders of the existing issued Preference Shares and to participate pro rata, in accordance with the number of shares in issue, in any returns to the holders of the Ordinary Shares.

	2019		2018
I-shares	number of share options	average exercise price	number of share options	average exercise price
Shares granted during the period.	375,000	0.47	-	-
Shares outstanding at the end of the period.	375,000	0.47	-	-
Range of exercise prices	0.47		-	-
Weighted average remaining contractual life in months	0		Co	-

The Group recognised as total share-based payment expense a net expense of 5.8 M€ (2018: 4,3 M€) during the period given new grants, forfeitures, the changes in expectations of beneficiaries as well as update of economic assumptions during the year ended 31 December 2019. This expense is included in the adjusted EBITDA disclosure in Note 5. The share-based payment liability included in employee benefits liabilities in 2018 (1.3 M€) was released to equity during 2019; therefore the share-based payment reserve included in net equity amounted to 13.5 M€ as at 31 December 2019 (2018: 6,4 M€).

28. Provisions

	Provisions for restructuring (incl. onerous contracts)	Other provisions	Total
	€000	€000	€000
At 1 January 2019	6,238	10,892	17,130
Business acquired	0	972	972
Foreign currency translation	(36)	28	(7)
Provisions made during the period	515	6,316	6,831
Transfer	(1,222)	1,222	0
Provisions utilised/reversed during the period	(4,805)	(6,987)	(11,792)
As of 31 December 2019	690	12,443	13,133
Thereof short-term at the end of the year	690	8,750	9,439

PROVISIONS FOR RESTRUCTURING

The provisions for restructuring reflect both provisions existing in the Synlab Groups balance sheet at acquisition date and measured at fair value and new provisions recognised for the restructuring plans announced. For Seldaix SELAS, an acquisition in France in 2018, the Group reversed provisions for legal disputes amounting to 1.6 M€.

OTHER PROVISIONS

The other provisions mainly relate to provisions for litigation. In the normal conduct of its business, the Group is involved in legal proceedings relating to different matters (personnel, taxes, suppliers) with uncertainties about the amount or timing of the outflows. According to management and as confirmed by legal counsel, the recorded provision is considered to be sufficient to cover probable losses.

29. Litigations and Contingent liabilities

Group companies are involved in various legal proceedings arising in the ordinary course of business, including disputes concerning professional liability and employee related matters, as well as inquiries from governmental agencies and health insurance carriers regarding, among other things, billing issues or litigations with tax, social security and customs authorities. Provisions have been set aside for the probable costs, as estimated by the Group's entities and their counsel, for the various litigations.

Additionally, the Group operates in a regulated industry. As such, in the ordinary course of business, the Group is subject to national and local regulatory scrutiny, supervision and controls. There are no contingent liabilities recognized as at the year ended 31 December 2019.

30. Trade payables and other liabilities

	As at 31 December 2019	As at 31 December 2018
	€000	€000
Trade Payables
Trade payables	204,411	188,848
Accruals and other payables	41,703	40,314
Trade payables	246,114	229,162

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The carrying amount of trade payables approximates to their fair value.

	As at 31 December 2019	As at 31 December 2018
	€000	€000
Long term contingent purchase price liabilities incl. put options over non-controlling interests	19,196	21,449
Long term deferred purchase price liabilities	11,653	-
Other	776	1,440
Other non-current liabilities	31,625	22,889
Liabilities from salaries and social security payments	102,268	98,082
Short term contingent purchase price liabilities incl. put options over non-controlling interests	8,860	6,014
Short term deferred purchase price liabilities	10,018	12,901
Liabilities from VAT and other taxes	28,162	14,390
Liabilities to related parties	1,049	1,085
Payables related to fixed assets suppliers	3,470	1,539
Priority dividends payables	400	398
Other	8,704	9,010
Other current liabilities	162,931	143,419
Total	194,556	166,308

The movement in deferred purchase price liabilities from 2018 to 2019 was also influenced by the netting of escrow payments of 3.4 M€ with those liabilities.

In the context of the external growth strategy of the new combined SYNLAB Group, contingent consideration may arise in the scope of business combinations which is required to be recorded at fair value as of the date of acquisition. For contingent consideration which is dependent on the fulfilment of performance targets, especially earn out, the amount is recorded as purchase price contingent consideration whereas fixed amounts are recorded as payables related to acquisitions of subsidiaries.

31. Financial instruments

Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

OVERVIEW OF FINANCIAL RISK MANAGEMENT

The Group has exposure to the following risks from its use of financial instruments:

•	credit risk;
•	liquidity risk; and
•	market risk.

This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

RISK MANAGEMENT FRAMEWORK

The Board of Directors has overall responsibility for the oversight of the Group's risk management framework.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.

The Group Audit Committee oversees how management monitors compliance with the Group's risk management policies and procedures.

The Group's principal financial instruments, other than derivatives, comprise high yield bonds, bank loans and overdrafts, debentures, finance leases, trade payables, purchase contracts and loans granted. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has various financial assets such as accounts receivables and cash and short-term deposits, which arise directly from its operations.

The carrying amount of all financial assets and liabilities is equal to their fair value except for the interest-bearing loans as shown below. The financial instruments break down as follows by accounting classification:

CLASSES AND CATEGORIES OF FINANCIAL INSTRUMENTS AND THEIR FAIR VALUES

The following table combines information about:

•	classes of financial instruments based on their nature and characteristics;
•	the carrying amounts of financial instruments;
•	fair values of financial instruments

As at 31 December 2019	Measurement categories according to IFRS 9 ¹	Carrying amount
		€000
Financial assets
Non-current assets
Non-current financial assets	AC	25,284
Equity instruments	FVOCI	1,095
Derivatives accounting	FVPL	45
		26,424
Current assets
Trade accounts receivable	AC	318,704
Other current financial assets	AC	39,272
Cash and cash equivalents	AC	238,712
		596,688
Financial liabilities
Non-current liabilities
Interest bearing loans borrowings	AC	2,998,565
Other liabilities	FVPL	19,196
Other liabilities	AC	12,429
		3,030,190
Current liabilities
Interest bearing loans borrowings	AC	111,153
Other liabilities	FVPL	8,860
Other liabilities	AC	129,393
Trade accounts payable	AC	249,927
		499,333

As at 31 December 2019	AC	FVOCI	FVPL	Fair value
	€000	€000	€000	€000
Financial assets
Non-current assets
Non-current financial assets	25,284	-	-	25,284
Equity instruments	-	1,095	-	1,095
Derivatives accounting	-	-	45	45
	25,284	1,095	45	26,424
Current assets
Trade accounts receivable	318,704	-	-	318,704
Other current financial assets	39,272	-	-	39,272
Cash and cash equivalents	238,712	-	-	238,712
	596,688	-	-	596,688
Financial liabilities
Non-current liabilities
Interest bearing loans borrowings	2,998,565	-	-	3,024,896
Other liabilities	-	-	19,196	19,196
Other liabilities	12,429	-	-	12,429
	3,010,994		19,196	3,056,521
Current liabilities
Interest bearing loans borrowings	111,153	-	-	111,153
Other liabilities	-	-	8,860	8,860
Other liabilities	129,393	-	-	129,393
Trade accounts payable	249,927	-	-	249,927
	490,473	-	8,860	499,333

As at 31 December 2018 ^*	Measurement categories according to IFRS 9	Carrying amount	AC	FVOCI	FVPL	Fair value
	abbr. s. note 2.2.1	€000	€000	€000	€000	€000
Financial assets
Non-current assets
Non-current financial assets	AC	19,807	19,807	-	-	19,807
Equity instruments	FVOCI	733	-	733	-	733
Derivatives accounting	FVPL	-	-	-	-	-
		20,540	19,807	733	-	20,540
Current assets
Trade accounts receivable	AC	296,149	296,149	-	-	296,149
Other current financial assets	AC	37,196	37,196	-	-	37,196
Cash and cash equivalents	AC	120,561	120,561	-	-	120,561
		453,906	453,906	-	-	453,906
Financial liabilities
Non-current liabilities
Interest bearing loans borrowings	AC	2,835,349	2,835,349	-	-	2,867,260
Other liabilities	FVPL	21,449	-	-	21,449	21,449
Other liabilities	AC	1,440	1,440	-	-	1,440
		2,858,238	2,836,789	-	21,449	2,890,149
Current liabilities
Interest bearing loans borrowings	AC	87,526**	87,526	-	-	87,526
Other liabilities	FVPL	6,014	-	-	6,014	6,014
Other liabilities	AC	123,838	123,838	-	-	123,838
Trade accounts payable	AC	230,742	230,742	-	-	230,742
		448,120	442,106	-	6,014	448,120

^* Restated on adoption of IFRS 16. Refer to Note 2.2

Abbreviations:

AC	Measured at amortised cost
FVOCI	Fair Value through other comprehensive income
FVTPL	Fair Value through profit or loss

The main risks arising from the Group's financial instruments are liquidity risk, interest rate risk, foreign currency risks and credit risk.

LIQUIDITY RISK

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. This planning considers the maturity of both its financial assets, and its projected cash flow from operations.

Typically, the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations. In addition, the Group maintains a line of credit (Revolving Credit Facility) under which drawings could be made for financing acquisitions or for general financing purposes. Refer to Note 25 Borrowings and other financial liabilities for detail of maturities of financial indebtedness, as well as for a description of the covenants in place with the RCF agreement. Under these covenants, if the Group does not respect contractual requirements, it may result in preventing of future drawing on the undrawn facility.

The Group monitors its risk to a shortage of funds using a systematic liquidity planning scheme. This scheme considers the maturity of its financial investments and assets and the projected cash flows from operations.

Prospective liquidity analysis for non-derivative and derivative financial liabilities is as follows:

		Cash flow - remaining period
	Carrying amount	< 1 year	1-5 years	> 5 years	Total
As at 31 December 2019	€000	€000	€000	€000	€000
Interest bearing loans	2,689,574	120,562	2,284,520	989,958	3,395,040
Lease liabilities	420,144	88,566	201,537	130,041	420,144
Trade payables	249,927	249,927	-	-	249,927
Other financial liabilities	198,039	166,414	31,625	-	198,039
Total	3,557,684	625,469	2,517,682	1,119,999	4,263,150

		Cash flow - remaining period
	Carrying amount	< 1 year	1-5 years	> 5 years	Total
As at 31 December 2018 ^*	€000	€000	€000	€000	€000
Interest bearing loans	2,498,621	136,253	3,136,741	-	3,272,994
Lease liabilities	420,299	79,266	203,312	137,721	420,299
Trade payables	230,742	230,742	-	-	230,742
Other financial liabilities	167,131	144,242	22,889	-	167,131
Total	3,316,793	590,503	3,362,942	137,721	4,091,166

^* Restated on adoption of IFRS 16. Refer to Note 2.2

Included in the interest-bearing loans, the Revolving Credit Facility amounting to 250 M€ was undrawn as of 31 December 2019. Future cash flow contains commitment fees paid on the undrawn facility until mid-2021 with a rate corresponding to 35% of the interest rate of the RCF.

MARKET RISK - INTEREST RATE RISK

Market risk is the risk that changes in market prices, such as interest rates, will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Group's exposure to the risk of changes in market interest rates relates primarily to the floating tranches of the Senior Secured Notes, to the Term Loan tranche and to the debt drawn on the revolving credit facility (RCF). A large part of the Group's long-term debt is at fixed rates, enabling us to limit the impacts of market risks.

At the reporting date the interest rate profile of the Group's interest-bearing financial instruments were:

	As at 31 December 2019	As at 31 December 2018 ^*
	€000	€000
Fixed rate instruments
Financial liabilities	2,220,684	2,180,743
Variable rate instruments
Financial assets	238,712	120,561
Financial liabilities	889,034	738,177

^* Restated on adoption of IFRS 16. Refer to Note 2.2

Under the Group's current financing strategy, the Secured Senior Notes are floating at 3,5% for a tranche of 940 M€, the Senior Notes are fixed at 8.25% rate for a tranche of 375 M€ and the Senior Secured Term Loans are floating for a tranche of 450 M€ at 3% and a tranche of 920 M€ at 3.75% In total, fixed rate borrowings represent approximately 14%. The Group is only exposed to market risk arising from fluctuations in interest rates in respect of the Revolving Credit Facility (undrawn as at 31 December 2019), the floating rate Senior Secured Notes and the Senior Secured Term Loans. Although the Group is not required to enter into hedging transactions or to use derivative financial instruments to mitigate the adverse effects of interest rate fluctuations, the Group entered into two interest rate cap contracts to hedge against a potential market interest rate increase. As a consequence, portion of the fixed rate borrowings (excluding the Revolving Credit Facility which is undrawn as of the 31 December 2019 two third of the total borrowings as of 31 December 2019. The Group does not enter into financial instruments for trading or speculative purposes.Due to the Group's specific interest rate risk position and funding structure, risk management policies require to manage cash flow volatility.

Cash flow sensitivity analysis for variable rate instruments

On an annual basis and given the interest rate hedging in place, a EURIBOR reference at 1% would have led to an additional payment of 5.65 M€ interest on the Floating Rate Senior Secured Notes and 6.8 M€ interest on the Senior Secured Term Loan . If the RCF would be drawn for its maximum amount of 250 M€, exposure to interest risk rate on financial liabilities would amount to a maximum of 2.5 M€ for an increase of variable interest rate of 100 basis points (over a EURIBOR zero reference). That limited exposure to interest rate risk on financial liabilities would be compensated by the positive effect on financial income generated by cash equivalents, which are mostly based on variable rate instruments. This analysis assumes that all other variables remain constant.

MARKET RISK - FOREIGN CURRENCY RISK

The Group has been exposed to limited foreign exchange risk, given Synlab Group is mostly present in European countries which are part of the Eurozone, except for the UK operations which are exposed to foreign exchange risk in respect of the British pound sterling, the Swiss operations which are exposed to Swiss francs, certain Northern or Eastern Europe countries and Rest of World cash generating unit. Furthermore the Group has subsidiaries in Latin America especially in Brazil and Colombia, and is therefore exposed to foreign exchange risk in respect of the Brazilian real and the Colombian peso. Non-euro denominated total revenue represented, in aggregate, 23% of the Group's total revenue for the year ended 31 December 2019.

The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the yearend for a 5 per cent change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number below indicates an increase in profit and where currency units strengthens 5 per cent against the relevant currency. The following table demonstrates the sensitivity to a change in FX-exchange rates of CZK, CHF, and GBP with all other variables held constant. The Group's exposure to foreign currency changes for all other currencies is not material.

As at 31 December 2019	Change of currency	Effect on EBT
	%	€000
Change in CZK rate	0.05	(745)
Change in CZK rate	(0.05)	855
Change in CHF rate	0.05	(5,127)
Change in CHF rate	(0.05)	5,414
Change in GBP rate	0.05	(5,673)
Change in GBP rate	(0.05)	6,261

As at 31 December 2018	Change of currency	Effect on EBT
	%	€000
Change in CZK rate	0.05	(928)
Change in CZK rate	(0.05)	1,067
Change in CHF rate	0.05	(5,019)
Change in CHF rate	(0.05)	5,213
Change in GBP rate	0.05	(4,777)
Change in GBP rate	(0.05)	5,347

CREDIT RISK

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and investment securities. Detailed quantitative information on credit risk are provided in Note 22 Trade accounts receivable.

TRADE AND OTHER RECEIVABLES

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group has no significant concentrations of credit risks due to the large numbers of customers and individually immateriality of amounts due. The Group has adopted the simplified expected credit loss model for its trade receivables. The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. To measure the expected credit losses, trade accounts receivables have been grouped based on shared credit risk characteristics and the days past due. Moreover, reasonable and supportable information (if available without undue cost or effort) at the reporting date about past events, current conditions and forecasts of future economic conditions have been taken into account in the calculations. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

INVESTMENTS AND CASH AND CASH EQUIVALENTS

The Group's exposure to credit risk arises from default of the counterparty. The Group limits its exposure to credit risk by investing mainly in liquid securities with counterparties that have a high credit rating. Management actively monitors its investments and does not expect any counterparty to fail to meet its obligations.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

	As at 31 December 2019	As at 31 December 2018
	€000	€000
Trade accounts receivables	318,704	296,149
Other current assets	39,272	37,196
Cash and cash equivalents	238,712	120,561
Other non-current assets	26,424	20,540
Total	623,112	474,446

FAIR VALUES

The basis for determining fair values is disclosed in Note 3 Determination of fair values.

Fair value of the Group's financial assets and financial liabilities that are measured at fair value on a recurring basis

Some of the Group's financial assets and financial liabilities are measured at fair value at the end of each reporting period. They consist mainly of shares and other securities <20%, call options on minority interests with agreed price determination formula as well as contingent consideration recorded in a business combination (as detailed in Note 30 Other liabilities) which are all categorised within level 3 and for which fair values have been usually determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant input being the discount rate that reflects the credit risk of counterparties.

Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis (but fair value disclosures are required)

The fair values of financial assets and liabilities, together that are not at fair value in the statement of financial position, are not significantly different from recorded carrying amounts.

Reconciliation of Level 3 fair value measurements

The total fair value gains or losses on contingent considerations recognised in the statement of income are included in the table below. The fair value of contingent considerations is mainly dependent on the results of the acquired entities in a certain period after the acquisition and will be adjusted based on actuals and amended projections. Higher result will usually lead to higher contingent considerations, lower results will lead to lower contingent considerations. In many cases however a certain bandwidth of possible outcomes is defined in the contracts, which limit the movement of the contingent considerations.

No transfers out of level 3 category have been performed given the nature of financial assets and liabilities measured at fair value.

FINANCIAL INSTRUMENTS DESIGNATED AS FVTPL

	Derivatives	Contingent Consideration
	€000	€000
As at 1 January 2019	8,484	18,979
Business acquired	-	12,543
Realised during the period	(1,328)	(5,016)
Change in fair value	1,905	(7,511)
As at 31 December 2019	9,061	18,995

	Derivatives	Contingent Consideration
	€000	€000
As at 1 January 2018	7,850	20,212
Realised during the period	(5)	(1,233)
Change in fair value	639	-
As at 31 December 2018	8,484	18,979

The Group measures derivative financial instruments, a non-controlling interest in a partnership (puts on NCI) and contingent consideration recorded in business combinations at fair value through profit and loss.

The Group holds interest rate hedges in the form of caps in SYNLAB Bondco PLC. Those derivatives correspond, according to the categorisation by hierarchy of fair value, to level 2 financial instruments. The fair value of noncontrolling interests in a partnership was measured based on the compensation formula set forth in the partnership agreement and in consideration of the Company's planning and market interest rates. The fair value thus measured is therefore classifiable to hierarchical level 3. The discounted cash flow method was used to capture the present value of the expected future economic benefits that will flow out of the Group arising from the contingent consideration. The fair value arising from liabilities related to business combinations is derived from valuation techniques which includes inputs that are not based on observable market data (Level 3).

The notional amount of Financial Instruments designated at Fair Value through Profit and Loss outstanding at the end of reporting period was 28.1 M€ (2018: 27.5 M€).

32. Capital commitment and contingencies

OFF BALANCE SHEET COMMITMENTS GIVEN AND RECEIVED

As of 31 December 2019 and 31 December 2018, the Group's off-balance sheet commitments consist principally of guarantees given in the course of its investing and financing activities, in particular securities provided to secure the Senior Secured Notes, RCF and Term Loans, or also for the Group cash pooling activities.

Indeed the obligations taken by SYNLAB Bondco PLC under the Senior Secured Notes indentures and by the borrowing entities according to the RCF agreement and the Senior Secured Team Loan agreement, have been guaranteed by a certain number of Group entities, called Guarantors.

The RCF and the Senior Secured Team Loan provides that the commitments from borrowers pursuant to the RCF and Senior Facility Agreements are jointly guaranteed on the same basis as the Group's Bonds: (i) by SYNLAB Bondco PLC; and (ii) by some subsidiaries (together "Guarantors") representing more than 50% of the Group EBITDA. The Collateral securing the obligations under the RCF and the Term Loans are the same as the ones securing the obligations under the indentures relating to the high yield bonds. They are mainly composed of: (i) pledge over the shares of certain Group companies; and (ii) the pledge over the long-term intercompany loans receivables under any intra group loan in excess of 5.0 M€. Refer to Note 25 Borrowings and other financial liabilities for the details of the covenants under the RCF and the indentures relating to the Senior Secured Notes.

As at 31 December 2019 the Guarantors are the following entities:

Country	Entity name
Austria	Institut fur medizinische und chemische Labordiagnostik GmbH
	Synlab Holding Austria GmbH
Belgium	SYNLAB Belgium sc/SPRL
France	Bioalliance SELAS
	Biopar SAS
	Oxabio SELAS
	Synlab Aquitaine (formerly: Laboratoire de Biologie Médicale Aquilab SELAS)
	Synlab Biofrance (formerly: Biofrance SELAS)
	Synlab Corporate Assistance (formerly: Labco Corporate Assistance)
	Synlab France SAS
	SYNLAB Hauts de France SELAS (formerly: Eurabio SELAS)
	SYNLAB Holdino France SA (formerly: SYNLAB LABCO SA)
	SYNLAB Nord de France (formerly: Novabio Diagnostics SELAS)
	SYNLAB Provence SELAS (formerly: Mazarin SELAS)
Germany	MVZ Synlab Leverkusen GmbH
	Steinlach-Klinik GmbH
	SYNLAB Acquisition GmbH
	SYNLAB Analytics & Services Germany GmbH
	SYNLAB Holding Deutschland GmbH
	SYNLAB International GmbH
	Synlab Medizinisches Versorgungszentrum Augsburg GmbH
	Synlab Medizinisches Versorgungszentrum Berlin GmbH
	Synlab Medizinisches Versorgungszentrum Heidelberg GmbH
	Synlab Medizinisches Versorgungszentrum Humangenetik Mannheim GmbH
	Synlab Medizinisches Versorgungszentrum Kassel GmbH
	Svnlab Medizinisches Versorgungszentrum Leinfelden-Echterdingen GmbH
	Synlab Medizinisches Versorgungszentrum Stuttgart GmbH
	Synlab Medizinisches Versorgungszentrum Trier GmbH
	Synlab Medizinisches Versorgungszentrum Weiden GmbH
	Synlab Verwaltungs und Beteiligungs GmbH
	Synlab.vet GmbH
Italy	Institute II Baluardo Spa
	S.D.N Spa
	SYNLAB Holding Italy S.r.l
	Synlab Italia S.r.l.
Netherlands	SYNLAB Analytics & Services BV ( fomerly ALcontrol BV)
	SYNLAB Analytics & Services Oosterhout BV (formerly NL Food)
Spain	Synlab Diagnosticos Globales S.A.
	Synlab Holding Iberia S.A
Sweden	SYNLAB Analytics & Services AB (formlery: ALcontrol Schweden AB)
Switzerland	Synlab Suisse SA
UK	Labco UK Group Limited
	SYNLAB Analytics & Services UK Ltd (formerly:ALcontrol Tribology Ltd
	SYNLAB Bondco PLC

In addition the Group provides guarantees in the ordinary course of business. They correspond mainly to lease guarantees for buildings and equipment and to performance parent guarantees on the UK contracts.

Under the RCF agreement, part of the total available facility of 250 M€ is for an ancillary available facility amounting to 31 M€ under which banks may issue bank guarantees to third parties on behalf of Group companies. The ancillary facilities were almost fully drawn as at 31 December 2019.

33. Capital and reserves

ORDINARY SHARES AND DEFERRED SHARES

The issued share capital of SYNLAB HOLDCO Limited is made up of two types (2018: two types) of shares:

Issued and fully paid shares
Share type	Nominal value	As at 1 January 2019	Shares issued	As at 31 December 2019
Ordinary shares	0.10 €	1,300,245,916		1,300,245,916
Ordinary Deferred shares	1.00 £	1		1

The shares rank pari passu in all respects.

The objective of the Company's capital management is to grow its business and deliver improving returns for its parent company. Subject to statutory shareholder authorisation, the management of the Company's capital is performed by the Board of Directors. There are no externally imposed capital requirements.

CURRENCY TRANSLATION RESERVE

The currency translation reserve comprises foreign currency differences arising from the translation of the financial statements of foreign operations. Refer to statement of consolidated statement of changes in equity.

DIVIDENDS

No dividends were declared or distributed in 2019 or 2018.

34. Related party disclosures

IDENTITY OF RELATED PARTIES

The Group has a related party relationship with its key management (including companies in which managers hold key position) and with its majority shareholders, the Cinven funds and Novo or entities controlled by them.

Transactions between the Company and its subsidiaries and between subsidiaries have been eliminated on consolidation and are not discussed in this note.

DIRECTORS' AND KEY EXECUTIVE MANAGEMENT COMPENSATION

The Group considers key management to be those persons who have the authority and responsibility for planning, directing and controlling the activities of the Group.

Members of the board of directors and the executive committee receive no compensation for their services on either of these committees.

Certain members of the board of directors and the executive committee are, or were, compensated for certain other services they render to the Group. Such remuneration is paid to them (or to professional companies wholly-owned by them) by way of a fixed annual salary (or fees) and an annual bonus.

The remuneration of the key management is set out below in aggregate as at 31 December 2019:

		Year ended 31 December 2019	Year ended 31 December 2018
	Notes	€000	€000
Short-term benefits		8,665	7,035
Post-employment benefits	(i)	-	-
Share-based payments	(ii)	3,752	1,417
Total		12,417	8,452

(i)

Post-employment benefits are not significant and correspond only for the few members concerned to legal postemployment benefits due to employees as described in Note 26 Employee benefit liabilities. None of the directors or key executives is member of a defined benefit pension scheme or money purchase pension scheme.

(ii)

Certain key members of the senior management benefit from the various share-based payment schemes implemented by SYNLAB Limited. No awards were exercisable by any members of the senior management during that period. As part of management incentive plans, 20 directors or key executives have received awards receivable in the form of shares in the parent company under a long-term incentive scheme or rights to subscribe in the parent company through a Management vehicle. Refer to Note 27 Share based payment schemes..

REMUNERATION OF THE HIGHEST PAID DIRECTOR

The remuneration of the sole and highest paid director amounts to 3.0 M€ (2018: 0.6 M€) including shared based payment remuneration. The highest paid director did not exercise any share options in the year and is not benefiting from any defined benefit pension scheme.

OTHER RELATED PARTY TRANSACTIONS WITH DIRECTORS OR KEY MANAGEMENT MEMBER

Other relations with related parties

	As at 31 December 2019
	Companies with significant influence on the Group	Companies in which managers hold key positions	Members of Key Management	Total
	€000	€000	€000	€000
Loans to related parties	-	-	1,200	1,200
Receivables from related parties	97	42	-	139
Borrowings from related parties	-	-	-	-
Liabilities to related parties	300	9	-	309

	As at 31 December 2018
	Companies with significant influence on the Group	Companies in which managers hold key positions	Members of Key Management	Total
	€000	€000	€000	€000
Loans to related parties	-	-	290	290
Receivables from related parties	73	137	-	209
Borrowings from related parties	-	-	-	-
Liabilities to related parties	(847)	(256)	-	(1,104)

Receivables and payables, income and expenses concerning related parties, i.e. companies with significant influence on the Group and companies in which managers hold key positions.

OTHER RELATED PARTY TRANSACTION

A number of associates accounted for under the equity method incur expenses for certain subsidiaries of the Group. These operating expenses are recharged to the relevant subsidiaries. All transactions and outstanding balances with the related parties during the year are priced on an arm's length basis. None of the balances are secured.

During the year, the Group acquired an entity (Synlab-Ukraine TOB) formerly owned by a director of the company. The consideration paid amounted to 0.3 M€ and the transaction resulted in a negative goodwill of 0.2 M€ (see also Note 4).

35. Events after the reporting period

ACQUISITIONS

From 1 January 2020 until 17 April 2020, acquisitions have been made for a total value of 1.5 M€. They relate to the following acquisitions in Colombia and Italy: Detailed information on those operations acquired could not be disclosed as requested by IFRS 3 given the recent closing and the time necessary to obtain accounts on closing date.

Acquisition date	Country	Entities	Specialization	Objectives	Deal structure
14. Jan 2020	Italy	Laboratori Riuniti S.r.l.	medical testing	market consolidation	share deal
31. Jan 2020	Colombia	Laboratorio Clinico Marcela Hoyos Rendón S.A.S.	medical testing	market consolidation	share deal

We acquired for all deals 100% controls subject to applicable legal constrains.

The French entity SYNLAB Bretagne SELAS was sold as 29 February 2020.

COVID-19 CRISIS

As set out within the strategic report, the ongoing crisis with Covid-19 is creating significant uncertainty for all businesses across the geographies, in which the Group operates and, as might be expected, is having an impact on the Group operations in most countries, particularly those in the height of the crisis.

The development of the crisis is very dynamic. To mitigate liquidity risk, the group has drawn down its entire available Revolving Credit Facility (RCF), with 219 M€ drawn in two tranches in the week of 16 March 2020 (100 M€ on 16 March 2020 and then 119 M€ on 20 March 2020).

The impact of Covid-19 is a non-adjusting post balance sheet event which is likely to impact (in the future) the judgements and estimates made as at the balance sheet date of 31 December 2019, primarily in respect of Goodwill and Intangibles, but also including Pensions Assets, Deferred Tax Assets and Expected Credit Losses which may result in impairments in future periods.

36. Investments in subsidiaries

PRINCIPAL GROUP INVESTMENTS

The Company and the Group have investments in subsidiary undertakings and investments, which principally affected the profits or net assets of the Group as listed in Note 37 Group entities.

37. Group entities

EM: Equity Method / FC: Fully consolidated / NC: Not consolidated / SPE: Special Purpose Entity

Parent company : SYNLAB HOLDCO Limited PLC
	As at 31. December 2019
Designated entities	Address	City	% of control (add)	Method of Consolidation	% of interest (result)
FRANCE
Alpigène SELAS	8, rue Saint Jean de Dieu	Lyon	32,32	FC	55,00
Synlab Bordeaux Atlantique SELAS	2A Rue Marguerite Dumora	Blanquefort	99,14	FC	100,00
Synlab Aquitaine	1, place Turenne	Castillon-la-Bataille	99,14	FC	99,99
SYNLAB Lorraine SELAS	66 bis, avenue Carnot	Saint-Max	99,54	FC	99,87
Synlab Normandie SELAS	4, place Ernest Thorel	Louviers	99,83	FC	99,99
Synlab Pays de Savoie SELAS	15, rue Président Coty	Albertville	99,53	FC	99,99
Biologistes Associés Regroupant des Laboratoires d'Analyses SELAS	6, rue Barla	Nice	98,36	FC	98,36
Synlab Occitanie SELAS	2-3, galerie du Midi	Revel	99,60	FC	99,92
Synlab Adour SELAS	10, rue Victor Lourties	Aire Sur I'Adour	98,37	FC	100,00
Bioalliance SELAS	17, avenue des Droits de l'Homme	Orléans	99,68	FC	99,70
SYNLAB Bretagne SELAS	6, rue de Saint-Marc	Lannion	99,07	FC	99,92
SYNLAB Opale SELAS (formerly: Centre Biologique SELAS)	16, rue Quatre Coins	Calais	99,75	FC	99,86
SYNLAB Hauts de France SELAS	1, rue du professeur Calmette	Lille	99,97	FC	99,97
Synlab France SAS	60-62 rue d'Hauteville	Paris	100,00	FC	100,00
Synlab Biofrance SELAS	Lieudit "Le Château d'Eau"	Avesnelles	99,99	FC	100,00
SCM Biologis	2, avenue Louise Michel	Reze	95,60	FC	95,23
Synlab Bourgogne SELAS	Rue Louis Pasteur	Paray Le Monial	99,97	FC	99,97
SYNLAB Biopaj SELAFA	25, Avenue Georges Clémenceau	Valenciennes	98,55	FC	99,99
SYNLAB Auvergne SELAS (formerly: Bioval Laboratoires SELAS)	34, Cours Tracy	Cusset	99,99	FC	100,00
Biopar SAS	60-62, rue d'Hauteville	Paris		MERGER
Synlab Vallée du Rhône SELAS	71, avenue Gabriel Péri	Roussillon	99,91	FC	99,94
Biosynthèse SELAS	6, place Abbé Pasty	Fleury-les-Aubrais	99,15	FC	99,60
Laboratoire de Biologie Médicale Carron SELAS	1, avenue des puits	Montceau-les-Mines	99,88	FC	99,91
Sylab SELAS	81, avenue Charles de Gaulle	Aurillac	98,95	FC	99,80
SCM Cabinet Médical Saint Côme	N3 Centre Commercial Carrefour	Claye-Souilly	45,61	EM	45,61
Laboratoire de Biologie Médicale Delaporte SELAS	N3 Centre Commercial Carrefour	Claye-Souilly	99,99	FC	99,99
eBioSanté SELAS	60-62 rue d Hauteville	Paris	50,00	EM	50,00
Société d'Exercice Libéral Laboratoire Val de Garonne SELARL	Zone d'Activités de Dumès, lot A6	Langon	49,49	EM	49,92
SYNLAB Gascogne SELAS	13, rue Alsace	Auch Cedex	99,05	FC	99,98
Laboratoire de Biologie Medicale Cayrou-Gorse-Bourjeili SELAS (CGB)	5, boulevard Gambetta	Rodez	99,99	FC	100,00
SCM GROUPEMENT LABOS	1 rue de Crech Tanet	Lannion	65,28	FC	66,04
Synlab Charentes SELAS	53, rue Elysée Loustalot	Saint-Jean-D'Angely	99,99	FC	100,00
Laboratoire Synlab Bioliance SELAS (formerly:Laboratoire Bioliance S.)	2, avenue Louise Michel	Reze	95,60	FC	97,00
SYNLAB Holding France SA	60-62 rue d'Hauteville	Paris	100,00	FC	100,00
Synlab Corporate Assistance	60-62 rue d'Hauteville	Paris	100,00	FC	100,00
SYNLAB Analytics&Services France SARL	60-62 rue d'Hauteville	Paris	100,00	FC	100,00
SCM Labo centre	27, rue Gustave Eiffel	Chécy	98,74	FC	100,00
SYNLAB LABCO GESTION	60-62 rue d'Hauteville	Paris	98,74	FC	100,00
SCM de la Rue de la Marne	35, rue de la Marne	Gien	99,99	FC	100,00
SYNLAB Provence SELAS	93, avenue des Caillols	Marseille	99,83	FC	99,98
Synlab Midi SELAS	115, rue de la Haye	Montpellier	99,98	FC	99,98
SYNLAB Nord de France SELAS	149, rue Georges Pompidou	Saint-Quentin	98,37	FC	99,98
Laboratoire de Biologie Médicale du Val d'Orne SELAS	50, rue de la République	Argentan	99,97	FC	100,00
SYNLAB Oxabio SELAS (formerly: Oxabio SELAS)	13, rue d'Alger	Cambrai	98,39	FC	98,42
Laboratoire d'Analyses de Biologie Médic. Chr. Pepin-Philippe SELAS	5, rue Eugène Marchand	Fécamp	98,50	FC	99,42
Laboratoire d'Analyses de Biologie Medicale Biopole 33 SELARL	20, rue Armand Lamarque	Bordeaux	99,14	FC	100,00
SCI des Practiciens de Floirac	143 Rue du Tondu	Bordeaux	9,22	NC	9,30
SYNLAB Paris SELAS	9, rue Stanislas	Paris	99,99	FC	99,99
Synlab Corrèze SELAS	12 rue Marcellin Berthelot	Brive	97,39	FC	99,00
Technipath SELAS	41, Allée des Cyprès	Limonest	99,40	FC	99,40
SYNLAB Normandie Maine SELAS	1, rue de Verdun	Mayenne	98,91	FC	99,94
SWEDEN
SYNLAB Analytics & Services AB	Box 1083	Linkoping	100,00	FC	100,00
ALcontrol Holding (Sweden) AB	Box 1083	Linkoping	100,00	FC	100,00
ALcontrol Sweden AB	Box 1083	Linkoping	100,00	FC	100,00
Profulus AB	Vaisalantie 2 (A-talo)	Espoo	100,00	FC	100,00
SYNLAB Sverige AB (formerly: Aleris Medilab AB)	Box 6401	Stockholm	100,00	FC	100,00
NORWAY
SYNLAB Analytics & Services Norway AS	Bekkelivegen 2	Hamar	100,00	FC	100,00
ALcontrol Norway AS	Bekkelivegen 2	Hamar	100,00	FC	100,00
Lab1 AS	Elias Smithsvei 10	Sandvika		SOLD
	ITALY
Centro Diagnostico Eur S.r.l.	Via Fiume Bianco 56	Roma RM	100,00	FC	100,00
Ar.Pa. Radiologica S.r.l	Via Nomentana n. 314	Roma		MERGER
S.D.N Spa	Via Francesco Crispi 8	Napoli	100,00	FC	100,00
Instituto il Baluardo S.p.A.	Via del Molo 4	Genova	100,00	FC	100,00
Baluardo Servizi Sanitari S.r.l.	Piazzale Porta del Molo 2	Genova	100,00	FC	100,00
Sociétà Biomedica Bioingegneristica Campagnia SCARL	Via Sergio Panzini 5	Napoli	7,20	NC	7,20
Synlab Ecoservice S.r.l. (CAM ECO SERVICE SRL)	Via Martiri delle Foibe 1	Monza	60,00	FC	60,00
Centro A. Fleming S.r.l.	Via Andrea Doria N16/A	Verona	100,00	FC	100,00
CENTROLAB S.r.l.	Via dei Montecatini 6	Roma RM	100,00	FC	100,00
Synlab Como S.r.l.	Via Martiri delle Foibe 1	Monza	100,00	FC	100,00
CONSORZIO PER LO SVILUPPO DELLA MEDICINA OCCUPAZIONALE E AMBIENTALE	Via Martiri delle Foibe 1	Monza	33,00	EM	33,00
Data Medica Padova S.p.A.	Via Antonio Zanchi n. 89	Padova	100,00	FC	100,00
Medical Fisiolab S.r.l.	Via Strada Vecchia, 2, Riano	Riano RM		MERGER
Fisiokinesiterapia 21 S.r.l	Via G. Battista Bodoni n.7/9	Roma		MERGER
Synlab Italia S.r.l.	Via Martiri delle Foibe 1	Monza	100,00	FC	100,00
Analisi Cliniche Gallieno S.r.l.	Via G. sc. Abba n. 12/a	Verona VR	10,00	NC	10,00
Geneticlab S.r.l.	Via Roveredo 20/B	Pordenone	100,00	FC	100,00
Immunolab S.r.l.	Piazza Addis Abeba, 1	Roma	100,00	FC	100,00
Laboratorio Iris S. r. l.	via del Castani 236	Roma		MERGER
Synlab MED S. r. I.	via Casenuove 44	Faenza (RA)	100,00	FC	100,00
Laboratorio Analisi Clinico Chimiche Camillo Golgi S.r.l.	Via A. De Gasperi, 2	Brescia	100,00	FC	100,00
Synlab Lazio S.r.l.	via Torrenova, 249	Rom	100,00	FC	100,00
Poliamblatorio Euganea Medica S.r.l.	via Colombo no. 13, Albignasego	Albignasego	100,00	FC	100,00
Laboratorio Analisi per la Diagnostica Medica - IV Miglio S.r.l.	Via Pozzobonelli 8	Rom		MERGER
Laboratorio MYCETE S.r.l.	Via S. Polo dei Cavalieri, 16	Roma		MERGER
Laboratorio Ostiense S.r.l	Via Ostiense N.38	Roma		MERGER
Pharmadiagen S.r.l.	Via Roveredo 20/B	Pordenone	100,00	FC	100,00
Poliambulatorio Camillo Golgi S.r.l.	V. Triumplina, 14	Brescia	100,00	FC	100,00
POLIAMBULATORI SANTA MARIA S.r.l.	Via Provinciale 77/E	Vobarno	100,00	FC	100,00
SYNLAB Analytics & Services Italia S.r.l.	Via Nuoava Valassina 5/B	Merone (CO)	100,00	FC	100,00
Salus Controlli Medici Diagnostici S.r.l.	Via Volta Alessandro N.37	Roma		MERGER
SANTA MARIA CENTRO ANALISI CHIMICO CLINICHE S.r.l.	Via Provinciale, 77/e	Vobarno BS	100,00	FC	100,00
Synlab Analytics and Services S.r.l.	Via della Querciola 12	Sesto Fiorentino (fi)	100,00	FC	100,00
SYNLAB Holding Italy S.r.l.	Via Pietro Paleocapa 6	Milano	100,00	FC	100,00
GERMANY
Apparategemeinschaft i. Albrecht-Dürer-Haus GbR	Albrecht-von-Dürer-Platz 9-11	Nürnberg	SPE	FC	SPE
SYNLAB Acquisition GmbH	Gubenerstrasse 39	Augsburg	100,00	FC	100,001) 2)
BZH GmbH Deutsches Beratungszentrum für Hygiene GmbH	Schnewlinstrasse 10	Freiburg im Breisgau	55,92	FC	55,92
EMT Medizintechnik GmbH&Co.KG	Otto-Hahn-Strasse 18	Ettlingen	75,00	FC	75,002) 7)
EMT Medizintechnik Verwaltungs GmbH	Otto-Hahn-Strasse 18	Ettlingen	75,00	FC	75,001)
synlab Medizinisches Versorgungszentrum Humangenetik Mannheim GmbH	Harrlachweg 1	Mannheim	100,00	FC	100,001)
SYNLAB MVZ fur Dermatohistologie GmbH	Gubenerstrasse 39	Augsburg	100,00	FC	100,001)
Stülpnagelstraße GbR	Kaiserdamm 24	Berlin	33,00	NC	33,00
SYNLAB Analytics & Services LAG GmbH	Sudstrasse 7	Spremberg / OT Schwarze Pumpe	100,00	FC	100,001)
Vertragsarztliche Laborgemeinschaft Allgau GbR	Pettenkoferstrasse 1 c	Kempten	SPE	FC	SPE
Laborgemeinschaft Albtal GbR	Otto-Hahn-Strasse 18	Ettlingen	SPE	FC	SPE
Laborgemeinschaft Bayerischer Arzte GbR	Bayerstrasse 53	Munchen	SPE	FC	SPE
Laborgemeinschaft Bayern-Nord GbR	Hildegard-von-Bingen-Strasse 1	Regensburg	SPE	FC	SPE
Arztliche Laborgemeinschaft GbR	Reichartstrasse 2	Berlin	SPE	FC	SPE
Privatarztliche Laborgemeinschaft Bonn/Rhein Sieg	Dechenstrasse 1	Bonn	SPE	FC	SPE
Laborgemeinschaft Bayern-Süd GbR	Gubenerstrasse 39	Augsburg	SPE	FC	SPE
Laborgemeinschaft Brandenburg-Templin GbR	Robert-Koch-Strasse 24	Templin	SPE	FC	SPE
KV-LG Eschweiler	Dechant-Deckers-Strasse 8	Eschweiler	SPE	FC	SPE
Arztliche Laborgemeinschaft Region Eschweiler	Dechant-Deckers-Strasse 8	Eschweiler	SPE	FC	SPE
Arztliche Laborgemeinschaft Hamburg Nordwest GbR	Hohe Weide 17	Hamburg	SPE	FC	SPE
Laborgemeinschaft Bayerischer Heilpraktiker GbR	Bayerstrasse 53	Munchen	SPE	FC	SPE
Arztliche Laborgemeinschaft Hochsauerland Brilon GbR	Am Schonschede	Brilon	SPE	FC	SPE
Laborgemeinschaft Idar-Oberstein GbR	Göttschieder Straße 39	Idar-Oberstein	SPE	FC	SPE
Privatarztliche Labor- und Apparategemeinschaft Jade GbR	Beethovenstrasse 2	Varel	SPE	FC	SPE
Vertragsarztliche Labor- und Apparategemeinschaft Jade GbR	Beethovenstrasse 2	Varel	SPE	FC	SPE
Laborgemeinschaft Kassel GbR	Pettenkoferstrasse 26	Kassel	SPE	FC	SPE
KV-LG Koln Kalk	Buchforststrasse 2	Koln	SPE	FC	SPE
Arztliche Laborgemeinschaft Köln-Kalk	Buchforststrasse 2	Koln	SPE	FC	SPE
Die Privatarztliche Laborgemeinschaft GbR	Pettenkofer Strasse 26	Kassel	SPE	FC	SPE
Privatärztliche Laborgemenischaft Kurpfalz	Wasserturmstrasse 71	Eppelheim	SPE	FC	SPE
Laborgemeinschaft Kurpfalz GbR	Wasserturmstrasse 71	Eppelheim	SPE	FC	SPE
Laborgemeinschaft Mittelfranken GbR	Further Strasse 212	Nurnberg	SPE	FC	SPE
Laborgemeinschaft Munchen-Innenstadt GbR	Hochstrasse 27	Dachau	SPE	FC	SPE
KV-LG Nordeifel	St.-Elisabeth-Strasse 2 - 6	Mechernich	SPE	FC	SPE
Privatörztliche Laborgemeinschaft Nordeifel	St.-Elisabeth-Strasse 2 - 6	Mechernich	SPE	FC	SPE
Privataerztliche Laborgemeinschaft LG Nord	Osterbekstrasse 90 c	Hamburg	SPE	FC	SPE
Laborgemeinschaft Oberpfälzer Arzte GbR	Zur Kesselschmiede 4	Weiden	SPE	FC	SPE
Laborgemeinschaft Ostbayern-Bavaria GbR	Hildegard-von-Bingen-Strasse 1	Regensburg	SPE	FC	SPE
Laborgemeinschaft-Verbund Rhein-Mosel-Nahe GbR	Feldstrasse 26	Trier	SPE	FC	SPE
Laborgemeinschaft Stuttgart-Voralb GbR	Nikolaus-Otto-Strasse. 6	Leinfelden-Echterdingen	SPE	FC	SPE
Laborgemeinschaft Südwest GbR	Otto-Hahn-Strasse 18	Ettlingen	SPE	FC	SPE
KV-LG Troisdorf	Schloßstrasse 18	Troisdorf	SPE	FC	SPE
Laborgemeinschaft Thueringia GbR	Bahnhofstrasse 1 A	Stadtroda	SPE	FC	SPE
Privatärztliche Laborgemeinschaft Troisdorf	Schloßstrasse 18	Troisdorf	SPE	FC	SPE
Laborgemeinschaft Trier GbR	Feldstrasse 26	Trier	SPE	FC	SPE
Laborgemeinschaft Ulm	Frauenstrasse 51	Ulm	SPE	FC	SPE
Privatärztliche Laborgemeinschaft Weinstrasse	Landauer Strasse 1	Neustadt a. d. Weinstrasse	SPE	FC	SPE
Laborgemeinschaft Dr. Wimmer GbR	Gubenerstrasse 39	Augsburg	SPE	FC	SPE
synlab Labor Munchen Zentrum GbR	Bayerstrasse 53	München	100,00	FC	100,00
LS Medizinservice GmbH	Otto-Hahn-Strasse 18	Ettlingen	75%	FC	75"
synlab Logistics GmbH	Gubenerstrasse 39	Augsburg	100,00	FC	100,00 1)
Privamed - privatarztliche Laborgemeinschaft GbR	Bayerstrasse 53	Munchen	SPE	FC	SPE
SYNLAB MVZ Pathologie Hannover GmbH	Feodor-Lynen-Strasse 21	Hannover	100,00	FC	100,001)
synlab Medizinisches Versorgungszentrum Pathologie Mannheim GmbH	A 2,2	Mannheim	100,00	FC	100,001)
SYNLAB Chemie, Industrie- und Spezialanalytik CIS GmbH	Industriestrasse 300	Hürth	100,00	FC	100,00
synlab Verwaltungs und Beteiligungs GmbH	Gubenerstrasse 39	Augsburg	100,00	FC	100,001) 2)
SYNLAB International GmbH	Moosacher Strasse 88	Munchen	100,00	FC	100,00 1)2)
SYNLAB Holding Deutschland GmbH	Gubenerstrasse 39	Augsburg	100,00	FC	100,001)
SYNLAB Analytics & Services Germany GmbH	Gubenerstrasse 39	Augsburg	100,00	FC	100,00 1)
Synlab.vet GmbH	Gubenerstrasse 39	Augsburg	100,00	FC	100,001)
synlab Medizinisches Versorgungszentrum Augsburg GmbH	Gubenerstrasse 39	Augsburg	100,00	FC	100,001)
synlab Medizinisches Versorgungszentrum Berlin GmbH	Reichartstrasse 2	Berlin	100,00	FC	100,00 1)
Medizinisches Versorgungszentrum synlab Bonn GmbH	Dechenstrasse 1	Bonn	100,00	FC	100,001)
MVZ Laborzentrum Ettlingen GmbH	Otto-Hahn-Strasse 18	Ettlingen	75,00	FC	75,00 1)
SYNLAB MVZ Humangenetik Freiburg GmbH	Heinrich-von-Stefan-Strasse 5	Freiburg im Breisgau	100,00	FC	100,001)
synlab Medizinisches Versorgungszentrum Heidelberg GmbH	Wasserturmstrasse 71	Eppelheim	100,00	FC	100,001)
Medizinisches Versorgungszentrum synlab Hamatologisches Labor Köln GmbH	Kerpener Strasse 62	Koln	100,00	FC	100,001)
SYNLAB Labormedizinisches Versorgungszentrum Jade-Weser GmbH	Beethovenstrasse 2	Varel	100,00	FC	100,001) 2)
synlab Medizinisches Versorgungszentrum Kassel GmbH	Kurt-Wolters-Strasse 2-4	Kassel	100,00	FC	100,001)
synlab Medizinisches Versorgungszentrum Leinfelden-Echterdingen GmbH	Nikolaus-Otto-Strasse 6	Leinfelden-Echterdingen	100,00	FC	100,00"
MVZ Synlab Leverkusen GmbH	Paracelsusstrasse 13	Leverkusen	100,00	FC	100,001)
synlab Medizinisches Versorgungszentrum Stuttgart GmbH	Stuttgarter Strasse 11	Stuttgart	100,00	FC	100,001)
synlab Medizinisches Versorgungszentrum Trier GmbH	Feldstrasse 26	Trier	100,00	FC	100,001)
synlab Medizinisches Versorgungszentrum Weiden GmbH	Zur Kesselschmiede 4	Weiden	100,00	FC	100,001)
synlab Medizinisches Versorgungszentrum Hamburg GmbH	Osterbekstrasse 90 c	Hamburg	100,00	FC	100,001)
Steinlach-Klinik GmbH	Gubenerstrasse 39	Augsburg	100,00	FC	100,001)2)
SPAIN & GIBRALTAR
UTE BCN Patolegs S.L.	PJ. Josep Llovera, 9 BJ	Barcelona	SPE	NC	SPE
Brugues Asistencial, S.A.	Ctra.A Santa creu de Calafell, 100	Gava Barcelona	99,87	FC	100,00
LAB DOS ANALISIS, S.L.	Amigo, 12	Barcelona	49,93	EM	50,00
Egara Laboratoris S.L.	Calle Sant Antoni, 32	Errassa	44,94	EM	45,00
UTE GEMU Analysis S.L.	Verge de Guadalupe 18	Esplugues de Llobregat	49,93	EM	50,00
Imadia 2005 S.A.	Ctra. A Santa creu de Calafell, 100	Gava Barcelona	99,87	FC	100,00
BioKilab S.L	Calle Aranzabal 11	Vitoria-Gasteiz	99,87	FC	100,00
Synlab Holding Iberia S.A.	28 Calle Londres	Barcelona	99,87	FC	100,00
LABCO BUILDINGS SL	Verge de Guadalupe, 18	Esplugues de Llobregat	100,00	FC	100,00
Synlab Diagnosticos Globales S.A.	Verge de Guadalupe, 18	Esplugues de Llobregat	99,87	FC	100,00
Laboratorios Clinicos Compostela S.L.	Calle Xeneral Pardiñas, 10 Semis. 8	Santiago de Compostela	99,87	FC	100,00
Laboratorios Clinicos Gallegos Reunidos S.L.	Avenda Marinas, 6 - BL II BJ	Olerios	99,87	FC	100,00
Synlab Pathology, S.L. (formerly: Labco Pathology, S.L.)	Calle VAIgrande, 8	Alcobendas	99,87	FC	100,00
Clinica Pinar S.A.	Calle VAIgrande, 8 Alcobendas	Madrid	39,95	EM	40,00
Centro De Patologia Celular Y Diagnostico Prenatal, S.A.	Londres, 6	Barcelona		LIQUIDATION
Roqueta-Esteve-Rimbau, S.L.P	Pare Claret, 20	Girona	99,87	FC	100,00
Reus C.M. S.A,	Calle sant joan, 34 - 3, Reus	Tarragona	10,99	NC	11,00
Seaslab S.L.	Avenida As Mariñas, 323	Oleiros, A Coruña	99,87	FC	100,00
SYNLAB SERVICES S.L.	Calle Verge de Guadalupe, 18	Barcelona	99,87	FC	100,00
C.M. Tarragona S.A,:	Rambla Nova, 78 43003	Tarragona	2,73	NC	2,73
GENERAL LABORATORIES AND TRIALS, S.L.	Maria de Molina, 28.	Madrid	74,90	EM	75,00
Raban Gibraltar LDA	6A Queensway	Gibraltar	99,87	FC	100,00
LATAM
CIC ANALÍTICA ESPECIAL GESTAO E INVESTIMENTO	Avda. Republica do Libano, 2065	São Paulo	99,87	FC	100,00
BRASIL, LTDA. CIC ANALISES CLINICAS ESPECIAIS LTDA	Avda. Republica do Libano, 2065	Sao Paulo	99,87	FC	100,00
LABORATORIO LABCO NOUS DO BRASIL, LTDA	Avda. Republica do Libano, 2065	Sao Paulo	98,87	FC	99,00
Andreani S.A.S.	Avenida 2 N # 22 N 19	Cali - Valle del Cauca	99,87	FC	100,00
Angel Diagnostica S.A.	Avenida 2 N # 22 N 19	Cali - Valle del Cauca	99,87	FC	100,00
Bioter Diagnóstica S.A.S.	Calle 22 N # 5 N 29	Cali - Valle del Cauca	99,87	FC	100,00
Botero Sanin S.A.S.	Carrera 48 10 45	Medellin Antioquia -	99,87	FC	100,00
Laboratorio Clinico Falab S.A.S.	Cra 49B N° 79 - 99	Barranquilla (Atlántico)	99,87	FC	100,00
Imágenes Diagnósticas S.A.	Calle 94 # 15 - 45	Bogota		MERGER
Instituto de Referencia Andino S.A.S.	Calle 13 # 60-49 Piso 3	Bogota	99,87	FC	100,00
Jucamimca S.A.S	Avenida 10 A Norte # 10 - 93	Cali - Valle del Cauca	99,87	FC	100,00
Labco Nous Colombia LTDA	Cra 12 No 98-64 Oficina 504	Bogota		MERGER
Synlab Colombia S.A.S (formerly: Prolab S.A.S.)	Transversal 5 A # 45-118	Medellin - Antioquia	99,87	FC	100,00
Andreas Rothstein S.A.S.	Cra. 16a	Bogota	99,87	FC	100,00
Sociedad Interdisciplinaria para la Salud S.A. - Siplas S.A.	Calle 94 # 15 - 45	Bogota	97,37	FC	97,50
Instituto de Referencia Andino IRA S.A.	Calle Av. Amazonas N21-252	Quito	99,87	FC	100,00
Synlab Sociedad Anomina (formerly: NETLAB S.A.)	Calle A N31-145	Quito	99,87	FC	100,00
CIC MEXICO ANALISIS ESPECIALES, S.C.	Contadores No. 4, Col. Sifon	Mexico	69,91	FC	70,00
Instituto de Referencia Andino S.A.	Century Tower Office 17-21	Panama	99,87	FC	100,00
CIC Peru Analisis Clinicos Especiales S.A.C.	Avenida Felipe Pardo y Aliaga 680	Lima	99,87	FC	100,00
GESTORA PERUANA DE HOSPITALES S.A	Av. Javier Prado Este 560 Dpto.	Peru Lima-San Isidro	31,96	EM	32,00
SYNLAB Perú S.A.C.	Av. Gregorio Escobedo 710, Jesus M.	Lima	99,87	FC	100,00
BELGIUM
SYNLAB Belgium SC/SPRL	Avenue Alexander Fleming 3	Heppignies	99,74	FC	100,00
Ellipsys SCA	Avenue Alexander Fleming 3	Heppignies	98,96	FC	100,00
Generalimmo SPRL	Avenue Alexander Fleming 3	Heppignies	99,74	FC	100,00
SPRL ANALSES MEDICALES RISSELN	Place de I'Hotel de Ville	Franes-Lez-Anvaing		MERGER
Labco Belgium SA	Avenue Alexander Fleming 3	Heppignies		LIQUIDATION
Labco Finance SPRL	Avenue Alexander Fleming 3	Heppignies		LIQUIDATION
UK & IRELAND
Synlab Unsecured Bondco PLC	2 Portman Street	London	100,00	FC	100,00
SYNLAB HoldCo III Limited	2 Portman Street	London	100,00	FC	100,00
VLSI Limited	Unit 50, Vicars Road, Pouladuff	Cork	100,00	FC	100,00
ALcontrol Financial Ltd.	Parc Caer Seion	Conwy	100,00	FC	100,00
ALcontrol Group Limited	Parc Caer Seion	Conwy	100,00	FC	100,00
ALcontrol Holdings Ltd.	Parc Caer Seion	Conwy	100,00	FC	100,00
ALcontrol Netherlands Ltd.	Parc Caer Seion	Conwy	100,00	FC	100,00
ALcontrol Holding (Norway) Ltd.	Parc Caer Seion	Conwy	100,00	FC	100,00
ALcontrol Sweden Ltd.	Parc Caer Seion	Conwy	100,00	FC	100,00
SYNLAB Analytics & Services UK Ltd.	44 Colbourne Crescent, Nelson Park,	Cramlington, Northumberland	100,00	FC	100,00
ALcontrol Holding (UK) Ltd.	Parc Caer Seion	Conwy	100,00	FC	100,00
SYNLAB Bondco PLC	2 Portman Street	London	100,00	FC	100,00
Bridge Pathology Limited	Unit 1b, Science Park, Babbage Way	Honiton, Exeter	100,00	FC	100,00
The Christie Pathology Partnership LLP	550 Wilmslow Road, Withington	Manchester	50,10	FC	50,10
CPP Facilities LLP	550 Wilmslow Road, Withington	Manchester	50,10	FC	50,10
CTDS 2015 Limited	Unit 1b, Science Park, Babbage Way	Honiton, Exeter	100,00	FC	100,00
E4Law Limited	The Maltings East Tyndall Street	Cardiff	100,00	FC	100,00
Facilities First LLP	2 Portman Street	London	49,00	EM	49,00
Geneius Laboratories Limited	44 Colbourne Crescent, Nelson Park	Cramlington	100,00	FC	100,00
Genon Laboratories Ltd.	2 Portman Street	London	100,00	FC	100,00
Integrated Path Services Ltd.	2 Portman Street	London	100,00	FC	100,00
BPL Hold Limited	Unit 1b, Science Park, Babbage Way	Honiton, Exeter	100,00	FC	100,00
CTDS 2015 Hold Limited	Unit 1b, Science Park, Babbage Way	Honiton, Exeter	100,00	FC	100,00
PTDS Hold Limted	Unit 1b, Science Park, Babbage Way	Honiton, Exeter	100,00	FC	100,00
TDDS 2015 Hold Limited	Unit 1b, Science Park, Babbage Way	Honiton, Exeter	100,00	FC	100,00
VLSI Hold Limited	Unit 1b, Science Park, Babbage Way	Honiton, Exeter	100,00	FC	100,00
IPP Analytics Ltd.	2 Portman Street	London	100,00	FC	100,00
IPP Facilities Ltd.	2 Portman Street	London	100,00	FC	100,00
IPP Ltd.	2 Portman Street	London	100,00	FC	100,00
Labco Diagnostics (UK) Limited	2 Portman Street	London	100,00	FC	100,00
Labco UK Group Limited	2 Portman Street	London	100,00	FC	100,00
Pathology First LLP	2 Portman Street	London	49,00	EM	49,00
PTDS Limited	Unit 1b, Science Park, Babbage Way	Honiton, Exeter	100,00	FC	100,00
Synlab Health Laboratory Service Ltd.	2 Portman Street	London	100,00	FC	100,00
SPS Facilities LLP	2 Portman Street	London	33,30	EM	33,30
Southwest Pathology Services LLP	2 Portman Street	London	33,30	EM	33,30
Synlab VPG Limited	Unit 1b, Science Park, Babbage Way	Honiton, Exeter	100,00	FC	100,00
SW Part Services LLP	2 Portman Street	London	33,30	EM	33,30
Synlab UK Limited	2 Portman Street	London	100,00	FC	100,00
TDDS 2015 Limited	Unit 1b Science Park, Babbage Way	Honiton, Exeter	100,00	FC	100,00
PORTUGAL
PATRICK AGOSTINI II, Lda.	Dobra, Odelouca	Silves	99,87	FC	100,00
Análises Clinicas do Bom Jesus, Lda	Rua do Bom Jesus, 18-1° Andar	Funchal	99,87	FC	100,00
Laboratório De Análises Clínicas Da Covilhã, S.A.	Ru Pedro Alvares Cabral, n.° 2	Covilha	99,87	FC	100,00
Dr. Macedo Dias - Laboratório de Anatomia Patológica S.A	Rua da Constituição, 668 1°	Porto	99,87	FC	100,00
SYNLABHEALTH MADEIRA, S.A.	Rua do Hospital Velho, 23 A	Madeira	99,87	FC	100,00
Synlabhealth-Genética Medica S.A.	Rua do Campo Alegre, 1306, Sala 403	Porto	99,87	FC	100,00
Synlabhealth Algarve S.A.	Rua D. Jerónimo Osório, n.°1	Faro	99,87	FC	100,00
SYNLABHEALTH ALENTEJO, S.A.	Praceta Horta do Bispo, r/c,	Evora	99,87	FC	100,00
SYNLABHEALTH PORTO S.A (formerly: Laboratóries Consolidados do Porto, S.A.)	Rua Sa da Bandeira, 790	Porto	99,87	FC	100,00
Synlabhealth Portugal, S.A.	Rua Rodrigues Sampaio, 30-C, 3°	Lisboa	99,87	FC	100,00
SYNLABHEALTH Leiria LTD	Av. dos Combatentes GrandeGuerra	da Leiria	99,87	FC	100,00
Laboratório de Análises Clínicas São José, Lda.	Ciruclar Externa de Coimbra	Coimbra	99,87	FC	100,00
CLINICA SAMPEDRO Lda.	R. de Santo Eloy 3, 1675-150	Odivelas	29,69	EM	29,73
Synlabhealth II, SA	Rua Rodrigues Sampaio, 30-C, 3°	Lisboa	99,87	FC	100,00
Sscp - Serviços De Saúde Curativos e Preventivos Lda.	Avenida 25 de Abril, 27 C	Pontinha	99,87	FC	100,00
Synlabhealth Torres Novas, Unipessoal LDA (Clinova- Centro De Diagnóst	Largo D. Diogo Fernandes de Almeida	Torres Novas	99,87	FC	100,00
SWITZERLAND
ARGOT Lab Dermatopathologie SA	Rue du Liseron 11	Lausanne		MERGER
ARGOT Lab Holding SA	Rue du Liseron 5	Lausanne		MERGER
ARGOT Lab Pathologie Oculaire SA	Rue du Liseron 5	Lausanne		MERGER
ARGOT Lab SA	Rue du Liseron 5	Lausanne		MERGER
SYNLAB Analytic and Services Switzerland AG	Sternenfeldstrasse 14	Birsfelden	100,00	FC	100,00
Bakteriologisches Institut Olten BIO AG	Baslerstrasse 150	Olten	30,00	EM	30,00
Biopath Lab. SA	Rue du Liseron 5	Lausanne		MERGER
Cyto Obwegeser AG	Gfennstrasse 39	Schwerzenbach	100,00	FC	100,00
SYNLAB Suisse SA	Alpenquai 14	Luzern	100,00	FC	100,005)
ARGOT Lab SA (formerly: Marnaud Holding SA)	Rue du Liseron 11	Lausanne	100,00	FC	100,00
one-provide ag	Sternmatt 6	Kriens	100,00	FC	100,00
CLINICAL REFERENCE LABORATORIES HOLDING SA	Sternmatt 6	Kriens	99,87	FC	100,00
Synlab SWISS Holding SA	Alpenquai 14	Luzern		MERGER
AUSTRIA
Synlab Logistic Austria GmbH	Rosensteingasse 49-51	Vienna	100,00	FC	100,00
Synlab Holding Austria GmbH	Donaustadtstrasse 1	Vienna	100,00	FC	100,004)
Institut für medizinische und chemische Labordiagnostik GmbH	Rosensteingasse 49-51	Vienna	100,00	FC	100,00
Synlab Analytics & Services Austria GmbH	St.-Peter-Strasse 25	Linz	100,00	FC	100,00
CZECH REPUBLIK & SLOVAKIA
Synlab genetics s.r.o.	Sokolovska 100/94	Praha 8		LIQUIDATION
Poliklinika Moravské Budějovice, s.r.o.	Tovacovského sady 78	Moravské Budejovice	4,00	NC	4,00
SYNLAB cytologie s.r.o. (form.PROKOPEC COP s.r.o.)	Vrbenska 197/23	České Budějovice 4	100,00	FC	100,00
synlab czech s.r.o.	Sokolovska 100/94	Praha 8	100,00	FC	100,003)
Synlab slovakia s.r.o.	Limbova 5	Bratislava	100,00	FC	100,00
ESTONIA & LITHUANIA
SYNLAB Eesti OU	Veerenni 53A	Tallinn	100,00	FC	100,006)
SYNLAB Lietuva UAB	Kalvariju g. 137A-15	Vilnius	100,00	FC	100,00
DENMARK
AnalyTech Miljølaboratorium A/S	Bøgildsmindevej 21	Nørresundby	100,00	FC	100,00
SYNLAB Medical Digital Services A/S(Dansk Medicinsk Data Distribution)	Storhaven 12	Vejle	100,00	FC	100,00
SYNLAB Holding Denmark ApS	Storhaven 12	Yejle	100,00	FC	100,00
FINLAND
Cityterveys Oy	Kivihaantie 7	Helsinki	100,00	FC	100,00
SYNLAB Suomi Oy (formerly: Cityterveys Group Oy)	Kivihaantie 7	Helsinki	100,00	FC	100,00
Yhtyneet Medix Laboratorio Oy	Kivihaantie 7	Helsinki	100,00	FC	100,00
SYNLAB Analytics & Services Finland Oy	Lepolantie 9	Karkkila	100,00	FC	100,00
Nordic Testing Oy	Lepolantie 9	Karkkila	100,00	FC	100,00
SYNLAB Finland OY	Kivihaantie 7	Helsinki	100,00	FC	100,00
Cityterveys Seulonta Oy	Kivihaantie 7	Helsinki	100,00	FC	100,00
SYNLAB Holding Finland OY (formely synlab Holding Finland OY)	Kivihaantie 7	Helsinki	100,00	FC	100,00
HUNGARY
CENTRUM-LAB Laboratóriumi Diagnosztikai Korlátolt Felelősségű Társaság	Lövöház utca 1-5. Mammut. ép II.	Budapest		MERGER
Synlab Hungary Kft.	Weiss Manfréd út 5-7	Budapest	100,00	FC	100,00
Spectromass Analitikai Labortorium Kft.	Roppentyu utca 48.	Budapest		MERGER
NETHERLANDS
SYNLAB Analytics & Services BV	Steenhouwerstraat 15	Rotterdam	100,00	FC	100,00
SYNLAB Analytics & Services Oosterhout BV	Everdenberg 41	Oosterhout	100,00	FC	100,00
Alcontrol Holding (Netherlands) BV	Steenhouwerstraat 15	Rotterdam	100,00	FC	100,00
ALcontrol Holland BV	Steenhouwerstraat 15	Rotterdam	100,00	FC	100,00
REST OF WORLD
Freiburg Medical Laboratory Middle East LLC	205 Al Kifaf Comm.Bldg, Karama	Dubai	70,00	FC	70,00
Das ausl. private einheitliche Dienstleistungsuntern. "Synlab-EML"	Akademicheskaja Str. 26-74	Minsk	100,00	FC	100,00
Synlab Cyprus Limited	Piraeus 36, Strovolos	Nicosia	100,00	FC	100,00
SYNLAB Ghana Ltd (former Medlab Ghana Limited)	17 Ridge Road	Roman Ridge, Accra	75,00	FC	75,00
SYNLAB HRVATSKA-POLIKLINIKA ZA MEDICINSKO LABORATORIJSKU DIJAGNOSTIKU	Kraljevićeva ulica 24	Zagreb	100,00	FC	100,00
Medven Africa Limited	Victoria Road	Douglas	75,00	FC	75,00
Private Health Institution SYNLAB Skopje	Ognjen Prica 1 loc. 3,4,5	Skopje	98,00	FC	98,00
SYNLAB Nigeria Limited	9 Egbeyemi Street, Off Coker Road	Lagos	51,00	FC	51,00
Synlab Polska Sp. Z. o. o.	Ul. Kartezjusza 2	Warsaw	100,00	FC	100,00
Laboratarele Synlab S.r.L.	B-dul Tudor Vladimiresco, Nr. 29	Bucharest	99,95	FC	100,00
CMI Dr. Marinescu Dana Mihaela SRL	Cetatea Histriei Street no. 12, Dis	Bucharest	99,95	FC	100,00
CMI Dr. lacobescu C Anca SRL	Masina de paine Street, no. 47,	Bucharest	99,95	FC	100,00
Laboratoarele RGM. SRL	Calea Plevnei - 137C	Bucharest	99,95	FC	100,00
Medsense Servici Medicale S.R.L	sector 5, Str. Costache Negri nr. 2	Bucharest	99,95	FC	100,00
SYNLAB.VET S.R.L	B-dul Tudor Vladimirescu nr.29	Bucharest		LIQUIDATION
Zostalab SRL	Calea Plevnei Street 137C, corp 23	Bucharest	99,95	FC	100,00
SYNLAB WEST S.r.l.	B-dul Tudor Vladimiresco, Nr. 29	Bukarest	99,95	FC	99,95
Adria Lab laboratorijska diagnostika d.o.o	Sestova ulica 2	Ljubljana	100,00	FC	100,00
Synlab ILK Referans Sağlık Hizmetleri Sanayi ve Ticaret A.Ș.	Hilal Mah. Tagore Cad. 716	Ankara	100,00	FC	100,00
Referans M-B Sağlık Laboratuvar Hizmetleri Sanayi ve Ticaret Ltd. Ști.	Ziyabey Cad. 1410	Ankara	SPE	FC	SPE
Synlab Turk A.Ș.	Hilal Mah. Tagore Cad. 716	Ankara	100,00	FC	100,00
Synlab-Ukraine Limited Liability Company	Petropavlivska St. 52	Kyiv	100,00	FC	100,00

EM: Equity Method / FC: Fully consolidated / NC: Not consolidated / SPE: Special Purpose Entity

The following local exemption regulations were used:

1) Exemption according to § 264 Abs. 3 HGB

2) Exemption according to § 291 HGB

3) Exemption according to § 62 Abs. 2 vyhláška č. 500/2002 Sb.

4) Exemption according to § 245 Abs. 1 UGB

5) Exemption according to § Art. 663f OR

6) Exemption according to § Accounting Act § 29 (1), 2)., RT I 2002, 102, 600, Passed 20.11.2002

7) Exemption according to § 264 b HGB

SGS Analytics LAG GmbH