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Aker — Annual Report 2014
Mar 27, 2015
3526_rns_2015-03-27_4c1f08d0-d6ef-42dc-bb2c-0976b2996f84.pdf
Annual Report
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Årsrapport 2012 Aker ASA Annual report 2014
Financial calendar 2015
| Annual general meeting: | 17 April |
|---|---|
| Interim report Q1 2015: | 13 May |
| Interim report Q2 2015: | 17 July |
Contents
This is Aker
- Aker in brief
- 2014 at a glance
- Key performance indicators
- Aker ASA and holding companies
Shareholder information
- Letter from the President and CEO
- Dialogue builds trust
- Analytical information
Operations
- Investment overview
- Industrial holdings
- Financial investments
- Board of directors' report
Annual accounts
- Aker group
- Aker ASA
- Aker ASA and holding companies
Board and management
Board of directors Management and key personnel
Contact information
Other documents available via www.akerasa.com:
– NUES report
Aker in brief
Aker ASA is an industrial investment company that exercises active ownership to create value.
Aker combines industrial expertise, knowledge of the capital markets and financial strength.
As an active owner, Aker develops and strengthens the companies in its portfolio of Industrial holdings and Financial investments. Aker works through the boards of the Aker-owned companies to drive operational improvements, strategy, financing, restructuring and industrial transactions forward, with close follow-up by Aker's investment teams.
Aker's ownership interests are concentrated in the oil and gas, maritime assets, seafood/marine biotechnology and real estate sectors. These are key Norwegian industries with international customer bases.
Aker's business activities are organised into two segments:
- The Industrial holdings are strategic in nature and managed with a longterm perspective. They comprise Aker's ownership interests in Det norske oljeselskap, Aker Solutions, Akastor, Kvaerner, Ocean Yield, Aker BioMarine and Havfisk.
- The Financial investments comprise cash and liquid assets, as well as other assets held by Aker (Aker ASA and holding companies) with a shorter term ownership perspective and an opportunistic management approach in mind.
Size
Aker is the largest shareholder, directly or indirectly, in eight companies listed on the Oslo Stock Exchange. Collectively, the Aker-owned companies had annual turnover of approximately NOK 71 billion in 2014, a workforce numbering approximately 40 000 people, and operations in more than 60 countries. Aker employs 29 000 people, where of 15 700 in Norway.
The net asset value (NAV) growth is a key performance indicator for Aker ASA. As at 31 December 2014, NAV amounted to NOK 17.7 billion, compared to NOK 24.0 billion the previous year.
Ownership
Aker was listed on the Oslo Stock Exchange on 8 September 2004. Since listing, the company's shares have generated an average annual return of 25.4 per cent, including dividends. At the beginning of 2015, the company had 13 419 shareholders. Aker's main shareholders are Anne Grete Eidsvig and Kjell Inge Røkke, who own 67.8 per cent of Aker stock through their company TRG. CEO Øyvind Eriksen owns 0.2 per cent of the B shares in TRG through a private company. Eriksen also owns 100 000 shares in Aker ASA. Some 39 of Aker ASA's 47 employees own shares in the company.
Peter Steenstrup Founded Aker in 1841.
Founded Kvaerner in 1853.
2014 at a glance
Milestones reached Falling oil prices Financial strength
Aker passed several important milestones in 2014. Aker Solutions became two listed companies: the "new" Aker Solutions, which is being streamlined as a global leader in the Subsea and Field Design sectors, and Akastor, an oil-service investment company with a portfolio of wholly-owned subsidiaries. Det norske oljeselskap's acquisition of Marathon Oil Norway was a further significant event.
Ocean Yield continued to grow and diversify its portfolio. Aker BioMarine implemented a restructuring and continues to streamline its krill business. Havfisk delivered record profits.
The first half of 2014 was marked by strong profitability and growth in the portfolio companies. However, the second half of the year saw a downturn as oil prices dropped by more than 50 per cent and Aker's oilrelated investments – not least Det norske oljeselskap, Aker Solutions, Akastor and Kvaerner – suffered considerable falls in value.
Aker's net asset value declined by 23 per cent, adjusted for dividend, to NOK 17.7 billion, while the group's oil-related investments fell by NOK 6.3 billion. On the other hand, the value of Ocean Yield and Havfisk increased by NOK 1.4 billion.
Aker enjoys a strong financial position, and has the flexibility and capacity to exploit opportunities in volatile markets. Aker's value adjusted equity ratio was 71 per cent at the end of 2014. Cash holdings totalled NOK 2.9 billion, and NOK 3.2 billion including liquid fund investments.
Aker received NOK 1 040 million in upstream cash flow from its portfolio companies in 2014, and paid dividends totalling NOK 940 million to its shareholders. The sale of a real estate project released NOK 1 billion to Aker during the year.
Key performance indicators
Aker's key performance indicators are net asset value, shareholder dividends and the company's cash balance.
To understand value creation at Aker, it is important to examine the balance sheet of Aker ASA and holding companies.
The Aker ASA and holding company structure encompasses pure holding companies and companies that supply services to the group. The holding structure's balance sheets is a more relevant tool for monitoring value creation than the balance sheet of the parent company or of the Aker group. Nevertheless, Aker's Annual Report contains all three types of accounts.
Net asset value (NAV) expresses Aker's underlying value, and is a key determinant of the company's dividend policy (two to four per cent of NAV per year). Net asset value is based on market value for listed shares and book value* for other assets.
**) At Converto Capital Fund, the value of the unlisted shares for the Align and Ocean Harvest companies is measured based on the valuation principles in "International Private Equity and Venture Capital Valuation Guidelines."
NAV per share before dividend
(NOK per share) ■ NAV ■ Dividend
Allocated dividend per share
(NOK per share / per cent of NAV) ■ Allocated dividend (NOK)
■ Per cent of NAV before dividend
Gross assets per business segment
(NOK billion)
■ Industrial holdings ■ Financial investments
Gross asset per sector
(NOK billion)
■ E&P ■ Oil services ■ Maritime assets
■ Seafood & marine biotech ■ Real estate ■ Other financial assets ■ Cash and liquid fund investments
6
Distribution of Aker's NOK 24.9 billion gross asset value as of 31 December 2014
(NOK billion)
Aker ASA and holding companies
In 2014, net asset value (NAV) decreased from NOK 24 003 million to NOK 17 679 million before allocations for dividends to shareholders. This represents a decrease in NAV-per-share from NOK 332 kroner to NOK 244. The following tables show Aker's investments and NAV per Aker ASA share.
Net asset value development – Aker ASA and holding companies
Amounts in NOK million 2014 2013 2012 Dividends received 844 852 461 Operating expenses (223) (236) (235) Other financial expenses (490) (30) (152) Tax expense (6) (13) (22) Total 125 573 52 Dividend payments (940) (868) (794) Sale/(purchase) treasury shares 5 150 (179) Value changes 1) (5 514) 1215 4 422 Change in net asset value (6 324) 1070 3 501 Net asset value before dividend 17 679 24 003 22 933
1) Value changes include depreciation and write-downs of fixed assets, and sales gains.
Change in net asset value (NOK billion)
Net asset value (NAV)
| As at | As at | ||||
|---|---|---|---|---|---|
| 31 | Dec. 2014 | 31 | Dec. 2013 | ||
| Owner ship |
NOK per share |
NOK million |
NOK per share |
NOK million |
|
| Industrial holdings: | |||||
| Det norske | 50.0% | 56 | 4 038 |
65 | 4 692 |
| Aker Solutions | 34.8% | 54 | 3 929 |
- | - |
| Akastor | 34.5% | 28 | 2 043 |
140 | 10 154 |
| Kvaerner | 28.7% | 9 | 687 | 12 | 888 |
| Aker BioMarine | 99.0% | 19 | 1 398 |
24 | 1 760 |
| Havfisk | 73.2% | 13 | 942 | 10 | 732 |
| Ocean Yield | 73.2% | 60 | 4 323 |
47 | 3 409 |
| Total Industrial holdings | 240 | 17 360 |
299 | 21 635 |
|
| Financial investments: Cash |
39 | 2 857 |
34 | 2 459 | |
| Liquid fund investments | 5 | 362 | 10 | 707 | |
| Other public investments | 20 | 1 476 | 22 | 1 609 | |
| Real estate development (Fornebuporten) | 10 | 736 | 17 | 1 238 | |
| Other financial investments | 29 | 2 123 | 30 | 2 135 |
|
| Total Financial investments | 104 | 7 554 |
113 | 8 149 |
|
| Total value-adjusted assets | 344 | 24 914 |
412 | 29 784 |
|
| External interest-bearing liabilities | (93) | (6 696) |
(73) | (5 266) |
|
| Internal interest-bearing liabilities | - | (5) | (2) | (135) | |
| Interest-free liabilities before allocated dividend | (7) | (534) | (5) | (380) | |
| Total liabilities before allocated dividend | (100) | (7 235) |
(80) | (5 780) |
|
| NAV before allocated dividend | 244 | 17 679 |
332 | 24 003 |
|
| Net interest-bearing debt | (3 426) |
(2 321) |
Dear shareholders
2014 was one of the busiest and most eventful years of my professional career. As planned, we implemented a number of important transactions, but still saw a substantial decline in Aker's asset values. While this may disappoint those who have a short-term perspective, stakeholders with a long-term view will recognise that we have taken vital steps.
Let us begin with a diagram showing the fall in Aker's net asset value in 2014:
Uncertain times truly test the quality of our active ownership model, and our proportion of portfolio-company sales, profits and dividends is an indicator in this regard. Aker's share of such value creation grew significantly in 2014.
Overall, the Aker-owned companies are improving earnings and have good dividend capacity. According to analyst estimates gathered by Bloomberg, this trend is set to continue in 2015. The figures in the graphs to the right communicate a clear message.
Combined with sales, purchases, restructuring, refinancing and reinforcement of the management teams, the robust performance of the portfolio companies gave Aker, despite the value decrease, a stronger foundation at the end of 2014 than at the beginning of the year.
There are no indications that suggest that oil prices will recover substantially in
President & CEO Øyvind Eriksen.
Operating revenues1
EBITDA1
(pro-rata, NOK billion)
1.6
■ Financial investments ■ Industrial holdings ■ Bloomberg 2015 estimates2
1) Based on pro-rata consolidation
2) Assumes pro-rata Bloomberg 2015 consensus estimates as of 11 March 2015 for the six listed Industrial holdings and 2014 numbers for the rest of the portfolio
2012 2013 2014 2015E
3.5
the near future. We are prepared for prolonged low prices, and for more volatile oil-prices than in recent years. Aker has been operating in the oil sector for 50 years, and has historically dealt successfully with the price variability inherent in this cyclical industry. To Aker, volatility means opportunity. Knowledge, patience and dynamism will now be crucial in exploiting the uncertainty to further strengthen Aker.
Aker is an active owner with a mandate to maximise shareholder value.
If we ignore recent months' share price developments for a moment and focus instead on Aker and the portfolio companies, we can see clear changes and improvements.
Aker played an active role in the demerger of old Aker Solutions. While the "new" Aker Solutions is being streamlined as a leading Subsea and Field Design company, Akastor is mandated to crystallise values in the oil service sector. Prior to the demerger, we divested businesses for close to NOK 6 billion, leaving Aker Solutions almost net debt-free at end of 2014. We expected the companies to be repriced, but market sentiment in the oil service sector has been a challenge. Continued robust operations, margin improvements and capital discipline should, over time, raise the companies' valuations to a level approaching that of their strongest competitors. The managements of Aker Solutions and Akastor are now focusing on operational and profitability improvements.
On a personal note, the demerger marked the end of my four-year term as executive chairman of Aker Solutions. I am proud of the massive changes made during this period, which produced some of the strongest technologies and knowledge enterprises ever seen in the Norwegian oil and gas industry. Personally, I have gained knowledge, experience and contacts which should help Aker to be an even better owner going forward. I could not have done my job without the support of many highly skilled colleagues – thank you all for your excellent work!
Aker provided Det norske oljeselskap with financial backing, competence and support to facilitate its acquisition of Marathon Oil Norway. The deal allowed Det norske to become a fully-integrated operator on the Norwegian continental shelf. The transformation of the small-scale operator Aker Exploration into one of Europe's largest independent oil companies in just a few years would never have occurred without Aker as an active majority shareholder. While some may claim that the Marathon Oil acquisition was badly timed, the figures show that the transaction strengthened Det norske financially, even with halved oil prices. This illustrates the importance of having revenues in the Norwegian tax system when billions are to be invested in developing the Ivar Aasen and Johan Sverdrup fields.
Aker possesses a unique combination of a long industrial tradition and extensive expertise on the one hand, and financial and transaction skills on the other. Aker performs best when it can combine longterm industrial development with quick-witted transactional implementation. 2014 offered many examples in this regard.
Aker has retained substantial flexibility, financial strength and strategic optionality even after its pro rata participation (50 per
"In 2014, Aker received more than NOK 1 billion in dividend payments and upstream cash from portfolio companies, and paid dividends totalling NOK 940 million to its shareholders."
cent and NOK 1.5 billion) in Det norske's share issue linked to the financing of the Marathon Oil Norway acquisition. Aker's cash holdings increased from NOK 2.5 billion to NOK 2.9 billion in 2014. Aker also has NOK 400 million invested in liquid fund investments. In 2014, Aker received more than NOK 1 billion in dividend payments and upstream cash from portfolio companies for the first time, and paid dividends totalling NOK 940 million to its shareholders.
In 2015, Aker expects to receive minimum NOK 700 million in dividends from the portfolio companies. The board of directors has proposed a dividend of NOK 10 per share, half of which may be taken as dividend shares at a 10 per cent discount. Neither Kjell Inge nor I hesitated in opting for dividend shares.
Aker continues to receive larger upstream dividends than we pay out to our shareholders. This year, Aker will disburse 4.1 per cent of net asset value as per 31 December 2014 to shareholders. This is consistent with Aker's dividend policy of distributing between two and four per cent of net asset value to shareholders annually. However, for the first time since 2009, Aker's dividends have not increased nominally on a year-on-year basis.
The reasons for this are the decline in net asset value and the fact that current macroeconomic and market conditions necessitate a focus on solidity and precautionary considerations. Aker's high equity ratio and considerable cash holdings give it substantial lifting capacity going forward.
In the current economic climate, Aker's financial and industrial position offers interesting, profitable investment opportunities.
Along with many other companies, Aker failed to foresee such a rapid and significant drop in oil prices. However, in early 2014, we saw clear indications that oil companies were tightening their belts and that the supplier industry was facing a period of lower activity levels.
It all began with warnings by some oil companies of plans to cut costs and investment budgets to free up cash flow for future dividend payments to shareholders. The cuts hit the Norwegian continental shelf first. most offshore regions have delivered disappointing exploration results for the past three years.
In terms of share prices, oil-related companies accounted for 62 per cent of Aker's industrial investments at the end of 2014. From a portfolio perspective, Det norske, Aker Solutions, Akastor and Kvaerner constitute an attractive "oil painting". As Norway's largest private oil-industry stakeholder, Aker will continue to engage actively in the portfolio companies. I have not seen this many transactional and structural opportunities for a long time.
"Ocean Yield is a prime example of a 'yield investment'."
At Aker, we classify our investments as "growth investments" or "yield investments". Our oil-industry investments all fall into the growth category short to medium term.
As mentioned above, Det norske is stronger with Marathon Oil Norway than without it. The companies complement one another in terms of production profile, expertise and tax position. In future, Aker will invest even more time and resources in Det norske. The value potential for a longterm owner like Aker is substantial.
Even at current oil prices, Det norske is generating strong cash flows through its ownership of the Alvheim field. The company's future depends on oil prices and production from the Ivar Aasen and Johan Sverdrup fields. Det norske's highest priorities are to deliver Ivar Aasen on time and on budget, the unitisation of the Johan Sverdrup field, securing robust long-term financing and making cost adjustments. Realistically, Det norske can be expected to begin paying dividends, once production from Johan Sverdrup begins.
Aker Solutions is starting 2015 with a solid order reserve of NOK 48 billion. However, this does not exempt the parts of the business from adjusting capacity to reflect reduced activity levels. This applies particularly to maintenance, modification and operational (MMO) services. With Aker's active backing, Aker Solutions is continuing to simplify its structure with a focus on capital discipline, cost reductions and synergies. While Aker Solutions' MMO operation experienced a difficult year, their Subsea business dominated the global market in terms of the number of contracts won. The significant growth of the Subsea business in recent years has greatly increased awareness of Aker Solutions among both customers and competitors. I am proud of the quantum leaps made by Aker Solutions in recent years, and expectant as regards to the further development of this position by the company's new management. The key is continued operational improvement. A more focused, simplified company should be well-positioned to achieve this.
Akastor holds a portfolio of companies representing a broad range of oil-related services – ranging from drilling technology to service provision and the leasing of real estate to oil-related businesses. Akastor is run as a private equity system, and each company in the portfolio is being developed to generate shareholder value. In its capacity as Akastor's largest shareholder, Aker adopts an opportunistic approach to developing and crystallising value in Akastor's portfolio companies.
Kvaerner faces a new reality after being the leading yard and a competent supplier on the Norwegian continental shelf for more than 40 years. Time may be running out for the construction of platform decks at Kvaerner Stord – the company also lost the
first EPC contract for the construction of the Johan Sverdrup drilling platform. On the other hand, the yard at Verdal has won important Johan Sverdrup contracts for the construction of platform sub-structures. Kvaerner's order reserve of NOK 16.5 billion represents a sound level of base activity, but the company faces a painful restructuring process. Kvaerner's competitiveness needs to be strengthened. Since Kvaerner represents less than three per cent of Aker's assets, our downside is limited.
Aker BioMarine, which has now been split into two, represents a larger industrial investment. The krill business is being streamlined and forms part of Aker's future industrial plans, while the non-krill business is being held as a financial investment. Aker BioMarine, which is changing its name to Superba ASA, is being retained in Aker's portfolio as a growth company. Its value drivers are increased sales and continued investments in building and expanding the market for krill-based products, ingredients and applications. Recent growth has not matched expectations, and Aker has therefore adopted a more opportunistic approach to crystallising value through Superba.
The fish-harvesting company Havfisk has developed favourably over the past year. Seafood is a growth industry. The company is improving profits, and has been a leading performer on the Oslo Stock Exchange in recent months. With the delivery of three modern trawlers, Havfisk has completed a profitable investment programme and is now finally in a position to pay dividends to shareholders.
Ocean Yield is a dividend machine, making payments to shareholders four times a year.
The ship-owning company is a prime example of a "yield investment". Aker launched Ocean Yield as a wholly-owned subsidiary in 2012, and listed the company on the Oslo Stock Exchange in July 2013. Initially, the company held a portfolio of Aker-owned ships and maritime assets, but has subsequently also invested in vessels leased to third parties on long-term charters.
Since the formation of Ocean Yield three years ago, the company has paid Aker NOK 634 million in dividends and helped to boost net asset value by NOK 2.5 billion. The company has delivered a return including dividend to its shareholders of almost 80 per cent since the listing in 2013. Ocean Yield has become both Aker's largest investment in terms of value and its largest source of dividend revenues. The company currently has an EBITDA order reserve of USD 2.2 billion, promising predictable revenues in the next few years.
American Shipping Company (AMSC) – part of Aker's financial portfolio – has experienced a substantial share price rise on the Oslo Stock Exchange the last years. The US shale-oil boom has transformed the financial foundation of this US-based shipping company, turning the AMSC share into a dividend share.
Fornebuporten may be sold or turned into a real-estate yield investment.
Aker has released NOK 2.6 billion from its financial investments in two years. The objective of NOK 3 billion over three years ending in 2015 will be achieved. In retrospect, we can ask whether we should have been even more ambitious by aiming to release a larger amount over a shorter period.
The financial portfolio gives us flexibility. It includes both cash and liquid fund investments, and gives us the financial strength not only to make opportunistic investments in our core sectors, but also to grasp exit opportunities and invest in companies that will produce both dividends and growth.
Let me illustrate this with an example: Fornebuporten owns 67,000 square metres of office space due to be completed in 2015 and 2016, of which 90 per cent has already been leased out under long-term contracts. The next phase of the development of this attractive site at Fornebu, just outside Oslo, encompasses an additional 120,000 square metres. Aberdeen International Business Park still has future potential, even after the release of NOK 1 billion to Aker through the sale of the first phase in 2014.
Fornebuporten gives Aker options. We can sell the office buildings at Fornebu in a strong property market to free up large sums and crystallise a profit. Or would it be more profitable to develop Fornebuporten as a yield investment?
This question is raised on the back of the success of Ocean Yield. Aker has the opportunity and building blocks to build an onshore dividend company, a real-estate yield investment. Although we have not yet concluded on the way forward, Fornebuporten should offer financial upside whatever we decide.
The combination of investment in growth and dividend instruments facilitates diversification in volatile, cyclical markets.
Aker's portfolio of investments is diversified, and the significant exposure to the oil industry is a deliberate strategic choice.
Even though it may take time to return to old highs, Aker's long-term confidence in oil remains strong. Going forward, there may be portfolio adjustments, but the main sectors will remain unchanged.
As an active owner of its portfolio companies, Aker concentrates its efforts and resources on factors which it can influence and act on. Aker monitors the markets and its companies closely. We regularly ask ourselves whether the portfolio companies are properly positioned for the future, and whether enough is being done to adapt the businesses in the short and long term.
In my view, Aker and the portfolio companies have the right teams to tackle the tasks they face and generate future shareholder value. Aker is the largest shareholder in eight listed companies, six of which have welcomed new CEOs in 2014: Kalle Hersvik at Det norske, Luis Araujo at Aker Solutions, Frank O. Reite at Akastor, Webjørn Barstad at Havfisk, Steinar Nerbøvik at Aker Philadelphia Shipyard and Pål L. Magnussen at American Shipping Company.
These management changes have been thoroughly planned, and been implemented swiftly. Four of the six positions were filled by internal candidates. This shows that we have also made important progress in terms of developing our leaders and organisations – a priority for Aker.
Regardless of how the point is formulated: parts of the oil service market will present challenges going forward.
Our portfolio companies in the oil and gas sector have a combined order reserve of more than NOK 100 billion at the beginning of 2015. This may sound impressive, but the reality is that there are considerable
variations between companies. Activity levels are more uncertain than they have been for a long time. A continuing downturn will also expose our businesses to new, painful restructuring processes. If we are required to take such steps, we will show respect for the core expertise and capacity developed by our supplier companies over decades.
Extensive change processes cannot be led solely from the front. Aker determines the direction and ambitions, but implementation is most effective when the organisation accepts and adopts the change process. Effective change may well depend on making the switch from leading from the front to leading from the back. In the past year, Aker Solutions and Det norske have provided particularly good examples of this.
Aker is a centre of expertise on ownership, strategic, financial and transactional matters. It serves the entire Aker group, and is expected to generate surplus value far exceeding its administrative costs. At the end of 2014, Aker was managing assets valued at NOK 25 billion. The company's administrative costs totalled NOK 223 million in 2014, a somewhat lower figure than in 2013.
Administrative costs must be reduced further. On 1 May of this year, Aker will conclude its collaboration with the Norwegian cross-country ski teams. During its five years as the main sponsor of Norway's national sport and the country's most popular sporting heroes and role models, Aker has been part of a team that won 29 Olympic and world championship gold medals. The collaboration has intensified Aker's performance culture, strengthened its ties with the portfolio companies and made it one of Norway's most highly respected industrial players. The time has come for a
change of main sponsor. This decision will reduce Aker's costs by close to NOK 20 million annually. Aker has also sold a 50 per cent stake in the company jet, reducing Aker's flying costs by NOK 10–15 million a year.
These two measures alone will reduce Aker's costs by approximately 15 per cent per year. Reflecting Aker's results in 2014, bonus payments have been reduced compared to 2013. Employees with salaries exceeding NOK 1.5 million have not been awarded pay increases, while other staff have received an inflation increase of two per cent. The board of directors has proposed a freeze on board remuneration. These decisions constitute financial management signals to the Aker-owned companies.
We focus on costs, operational improvements, capacity adjustments and the optimisation of our financial structures in all our projects. However, we are also proactive and open for new transactions and opportunistic investments. Aker and the portfolio companies are building on the group's strong points and potential. In other words, we are playing to our strengths.
With friendly shareholder greetings,
Øyvind Eriksen President and CEO
Dialogue builds trust
Aker ASA is committed to maintaining an open dialogue with shareholders, investors, analysts and the financial community in general.
Aker ASA works to ensure that its share price reflects its underlying values by making all price-sensitive information available to the market.
Aker ASA's goal is to create value for the company's shareholders through dividends and share price growth over time. In February 2006, the company's board adopted the following dividend policy:
"Aker ASA's dividend policy supports the company's intention to maintain a solid balance sheet and liquidity reserves adequate to handle future obligations. The company's objective is to pay dividends annually that amount to 2-4 per cent of the company's net asset value. In determining net asset value, the share prices of Aker's exchange-listed investments are applied."
The board proposes that a per-share dividend of NOK 10 for the 2014 accounting year of which half would be with optional settlement in new Aker shares at a 10 per cent discount.
| Dividend | Dividend | |
|---|---|---|
| Year | paid (NOK) | in % of NAV |
| 2008 | 18.50 | 4.0% |
| 2009 | 5.00 | 2.0% |
| 2010 | 8.00 | 3.0% |
| 2011 | 10.00 | 3.9% |
| 2012 | 11.00 | 4.1% |
| 2013 | 12.00 | 3.7% |
| 2014 | 13.00 | 3.9% |
Shares and share capital
Aker ASA has 72 374 728 ordinary shares, each with a par value of NOK 28 (see Note 10 to the parent company's accounts). Aker ASA has a single share class, and each share is entitled to one vote. The company held 28 788 of its own (treasury) shares as at 31 December 2014. No share issues took place in 2014.
As at 31 December 2014, the company had 13 419 shareholders. Kjell Inge Røkke and members of his family are Aker's main shareholders. Through their privately held companies, organised under The Resource Group (TRG), the family holds 67.85 per cent of Aker ASA shares. Non-Norwegian shareholders held 18.30 per cent of the company's shares as at 31 December 2014.
Stock-exchange listing
Aker ASA was listed on Oslo Stock Exchange (OSE) on 8 September 2004 (ticker: AKER). Aker ASA's shares are registered in the Norwegian Central Securities Depository with the registration number ISIN NO 0010234552. DNB ASA is the company's registrar.
Current board authorisations
At the annual general meeting on 11 April 2014, Aker ASA's shareholders authorised the board to acquire up to 7 237 472 Aker ASA shares with a total par value of NOK 202 649 216. The authorisation also provided for the acquisition of agreement liens
Aker ASA seeks to maintain an open and direct dialogue.
in shares. The per-share purchase price may not be less than NOK 4 nor exceed NOK 800. The board is free to decide the method for acquiring or disposing of own (treasury) shares. The authorisation is valid until the 2015 annual general meeting, though no longer than to 30 June 2015.
In the period 11 April 2014 to 10 March 2015, the company did not acquire any of its own (treasury) shares.
Share option plans
Aker ASA had no share option plans as at 31 December 2014.
Investor relations
Aker ASA seeks to maintain an open and direct dialogue with shareholders, debt holders, financial analysts, and the financial community in general. In addition to holding an annual capital markets day, the company arranges regular presentations for and meetings with shareholders, analysts and investors in major financial centres in Europe and the North America.
All Aker ASA press releases, stock exchange notices and investor relations (IR) publications are available on the company's website: www.akerasa.com. This online
resource offers access to the company's quarterly and annual reports, prospectuses, corporate presentations, Articles of Association, the financial calendar, and Investor Relations and Corporate Governance policies, along with other information.
Shareholders can contact the company by email ([email protected]), or by direct request to Lars Kristian Kildahl, Aker's Investor Relations Director at e-mail [email protected] or telephone number +47 24 13 00 61.
Electronic quarterly and annual reports
Aker ASA's annual reports are published on the company's website at the same time as they are released via the OSE distribution service: www.newsweb.no (ticker: AKER). Annual reports are also distributed to interested shareholders by email in PDF format.
Quarterly reports, which are generally only distributed electronically, are available from the company's website and other sources. Shareholders who are unable to receive the electronic versions of quarterly or annual reports may receive the printed versions by contacting Aker ASA's investor relations staff.
Nomination committee
The company's nomination committee comprises Leif-Arne Langøy (chairman), Gerhard Heiberg and Kjetil Kristiansen.
Shareholders who wish to contact the nomination committee may do so using the following email address: [email protected].
Audit committee
The company's audit committee is composed of Finn Berg Jacobsen (chairman), Stine Bosse and Atle Tranøy.
Annual general meeting
Aker ASA's annual general meeting is held in April. Written notification is sent to all shareholders and shareholder nominees.
Meeting notices and attendance registration forms are sent to shareholders by the deadlines laid down in Norway's Public Limited Liability Companies Act, and made available on the company's website and through the OSE distribution service. The annual report and other enclosures to the meeting notice are made available solely via the company's website and the OSE distribution service. Shareholders who wish to receive the enclosures by post must contact the company.
In 2011, the board decided that shareholders who are unable to attend the general meeting should have the option of voting directly on individual agenda items via electronic voting during the pre-meeting registration period. This service is available on Aker's website. Shareholders may change their votes or opt to attend the meeting in person throughout the registration period.
As in the past, shareholders who are unable to attend a meeting may vote by proxy. The company has prepared proxy forms that allow shareholders to vote on individual issues.
Procedures for electronic voting and using proxies with instructions are provided along with the meeting notice, and are available on Aker's website.
The company does not appoint an independent proxy to vote on behalf of shareholders. Aker considers that shareholders' interests are adequately safeguarded by permitting the participation of an appointed proxy or authorisation of the meeting chair/ board chairman to vote according to specific instructions.
2014 share data
As at 31 December 2014, the company's total market capitalisation was NOK 11.9 billion. During 2014, a total of 13 433 106 Aker ASA shares were traded, corresponding to 0.19 times the company's total outstanding shares. The Aker share was traded on all of Oslo Stock Exchange's trading days. The Aker ASA share was included in Oslo Stock Exchange's OSEBX index in November 2011.
Geographical distribution of ownership as at 31 December 2014:
| Nationality | Number of shares held |
Percentage of share capital |
|---|---|---|
| Non-norwegian shareholders |
13 247 363 |
18.30% |
| Norwegian shareholders |
59 127 365 |
81.70% |
| Total | 72 374 728 |
100.00% |
Analytic coverage
The following securities brokers provide analytic coverage of Aker ASA as at 31 December 2014:
| Brokerage | Analyst | Contact information | Recom mendation 31.12.2014 |
|---|---|---|---|
| ABG Sundal Collier | Haakon Amundsen | [email protected] +47 22 01 60 25 |
Buy |
| Arctic Securities ASA | Christian Yggeseth | [email protected] +47 21 01 32 22 |
Buy |
| Carnegie | Frederik H Lunde | [email protected] +47 22 00 93 79 |
Buy |
| DnB Markets | Eirik Ronold Mathisen | [email protected] +47 22 94 89 97 |
Hold |
| Eva Dimensions | Neil Fonseca | [email protected] +1 212 645 8400 |
Sell |
| Handelsbanken | Anne Gjøen | [email protected] +47 22 39 70 22 |
Accumlate |
| Nordea Equity Research |
Anne Schult Ulriksen | [email protected] +47 22 48 68 67 |
Buy |
| SEB Equities | Terje Fatnes | [email protected] +47 21 00 85 00 |
Not rated |
| SpareBank1 Markets AS |
Christopher Møllerløkken | [email protected] +47 95 73 98 34 |
Buy |
| Swedbank | Peter Hermanrud | [email protected] +47 23 23 82 53 |
Buy |
| UBS | David Hallden | [email protected] +46 70 306 73 30 |
Neutral |
Ownership structure as at 31 December 2014
| Shares held | Number of shareholders |
Per cent of share capital |
|---|---|---|
| 1 – 100 | 8 492 |
0.29% |
| 101 – 1 000 |
3 987 |
1.76% |
| 1 001 – 10 000 |
752 | 2.94% |
| 10 001 – 100 000 |
143 | 7.29% |
| 100 001 – 500 000 |
35 | 10.12% |
| Over 500 000 |
10 | 77.60% |
| Total | 13 419 |
100.00% |
2014 share data
| Highest traded | NOK | 245.50 |
|---|---|---|
| Lowest traded | NOK | 142.00 |
| Share price as at 31 December | NOK | 164.50 |
| Number of shares issued as at 31 December | 72 374 728 |
|
| Number of own (treasury) shares as at 31 December | 28 788 |
|
| Number of shares issued and outstanding as at 31 December | 72 345 940 |
|
| Market capitalisation as at 31 December | NOK million | 11 906 |
| Proposed share dividend for 2014 | NOK per share | 10.00 |
20 largest shareholders as at 31 December 2014
| Number of | ||
|---|---|---|
| Shareholder | shares | Per cent |
| TRG Holding AS 1) | 48 245 048 |
66.7% |
| J.P. Morgan Chase Bank N.A. London | 1 870 449 |
2.6% |
| Folketrygdfondet | 1 016 690 |
1.4% |
| The Resource Group TRG AS 1) | 860 466 |
1.2% |
| Morgan Stanley & Co. International | 802 075 |
1.1% |
| Torstein Ingvald Tvenge | 800 000 |
1.1% |
| State Street Bank & Trust Company | 737 527 |
1.0% |
| KBC Securities NV | 678 363 |
0.9% |
| Citibank, N.A. | 625 934 |
0.9% |
| KBC Securities NV | 520 903 |
0.7% |
| UBS (Luxenbourg) S.A. | 445 423 |
0.6% |
| Oslo Pensjonsforsikring AS PM | 445 200 |
0.6% |
| Fondsfinans Spar | 375 000 |
0.5% |
| KLP Aksje Norge VPF | 354 368 |
0.5% |
| Fidelity Funds-Nordic Fund/Sicav | 353 928 |
0.5% |
| J.P. Morgen Chase Bank N.A. London | 340 842 |
0.5% |
| Morgan Stanley & Co. International | 331 596 |
0.5% |
| The Bank of New York Mellon SA/NV | 298 872 |
0.4% |
| Citibank, N.A. | 292 492 |
0.4% |
| Skandinaviska Enskilda Banken AB | 270 104 |
0.4% |
| Total | 59 665 280 |
82.4% |
Share price development 2014
■ Aker ASA ■ OSEBX (rebased)
1) Kjell Inge Røkke controls 67.8 per cent of the shares in Aker ASA through TRG Holding AS and TRG AS.
Analytical information
Aker ASA including holding companies – key figures 2012–2014. See also page 7.
| 2014 | 2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
| Book value | Value adjusted | Book value | Value adjusted | Book value | Value adjusted | ||
| Equity investments | NOK million | 14 742 |
21 357 |
15 762 |
26 408 |
12 034 |
21 738 |
| Other assets/liabilities | NOK million | (4 401) |
(4 401) |
(3 345) |
(3 345) |
327 | 327 |
| Equity including dividend allocation | NOK million | 10 341 |
16 956 |
12 417 |
23 063 |
12 361 |
22 066 |
| Equity before dividend allocation | NOK million | 11 064 |
17 679 |
13 357 |
24 003 |
13 228 |
22 933 |
| Net asset value per share before dividend allocation | NOK | 152.94 | 244.37 | 184.67 | 331.86 | 185.06 | 320.82 |
Development in dividend, share price and NAV per share
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Share price at the end of the year (NOK) | 164.5 | 222 | 212 |
| Net asset value (NAV) per share (NOK) | 244 | 332 | 321 |
| Allocated dividend per share (NOK) | 10 | 13 | 12 |
| Dividend in per cent of NAV | 4% | 4% | 4% |
| Dividend in per cent of share price at the end of the year | 6% | 6% | 6% |
Share price development (not dividend adjusted)
■ Share price (NOK) ■ NAV (NOK per share)
Investment overview
Aker's portfolio comprises 70% listed shares 13% cash and liquid fund investments and 17% other investments. Aker's total investments amounts to:
The investments comprise Industrial holdings and Financial investments, and are exposed in sectors as illustrated in the chart to the right. 0% 5% 10% 15% 20% 25% 30%
Industrial holdings:
Aker's Industrial holdings represent 70 per cent of Aker's total investments, and comprise:
- Det norske oljeselskap
- Aker Solutions
- Akastor
- Kvaerner
70%
- Ocean Yield
- Aker BioMarine
- Havfisk
Read more on page 17.
Financial investments:
Aker's Financial investments represents 30 per cent of Aker's total investments, and comprise:
- Cash
- Liquid fund investments
- Other public investments: Aker Philadelphia Shipyard and American Shipping Company
- Real estate development (Fornebuporten)
- Other financial investments
Read more on page 25.
Cash and liquid fund investments Other Real estate Seafood and marine biotechnology Maritime assets Oil service Exploration and oil production 28% 17% 21% 13% 3% 5% 13%
Industrial holdings
Aker's Industrial holdings totalled NOK 17.4 billion at the end of 2014. This equates to 70 per cent of the total net asset value of Aker ASA and its holding companies.
The Industrial holdings business segment comprises the investments in Det norske, Aker Solutions, Akastor, Kvaerner, Ocean Yield, Aker BioMarine and Havfisk. Aker has a long-term investment horizon for these companies, and will remain invested for as long as it believes that it can generate greater shareholder value through its ownership than alternative owners could.
Aker is actively involved in the development of its seven industrial portfolio companies, cooperating closely with each company's board and management. Every investment is monitored by a dedicated investment team, and Aker has representatives on the various company boards.
Ownership is exercised primarily in the board rooms of the individual companies. Aker also functions as a knowledge centre, as its staff have valuable industrial and strategic know-how and cutting-edge expertise in areas such as capital market operations, financing, restructuring, transactions, communications/investor relations and legal. These resources are available not only to the investment teams in their continuous follow-up of the operational companies, but also to each individual company.
Industrial strategy
Aker invests in companies that operate in industries in which Aker has expertise, experience and a track-record of creating value. Since listing in September 2004, Aker has provided investors with an average annual return of 25.4 per cent, including dividends.
By exercising active ownership, Aker promotes the independence and robustness of each company in its industrial portfolio. In terms of financing, Aker invests in the shares of the underlying companies, which in turn obtain loan capital from external sources.
As an active owner of companies with excellent value and return potential, Aker's agenda is to contribute to robust returns for all shareholders. The company's focus is on skilful management, appropriate
organisational structures, profitable operations, growth, optimal capital structures and industrial measures. Acquisitions, mergers and transactions are typically conducted through Aker's industrial portfolio companies.
Developments in 2014
The total market value of Aker's Industrial holdings was NOK 17.4 billion at the end of 2014, compared to NOK 21.6 billion one year previously. In 2014, Aker invested NOK 1.5 billion in the NOK 3 billion share issue implemented by Det norske in connection with its takeover of Marathon Oil Norway.
Developments in 2014 were strongly impacted by falling oil prices and a change of mood in the oil service sector in general. Drops in the share prices of the oil-related companies Aker Solutions, Akastor, Kvaerner and Det norske reduced Aker's net asset value by NOK 6.2 billion in 2014. Collectively, Ocean Yield and Havfisk boosted Aker's net asset value by NOK 1.4 billion. Aker BioMarine is the only unlisted company in the industrial portfolio, and has been valued at book value, as in 2013. Dividends from the companies in the industrial portfolio totalled NOK 790 million in 2014, compared to NOK 788 million in 2013.
Read more in the Board of directors' report on 2014, page 27.
Key figures Industrial holdings:
| 31.12.12 | 31.12.13 | Changes in 2014 | 31.12.14 | |||||
|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Ownership in % |
Value | Value | Net investments |
Dividends received |
Other changes |
Value change |
Value |
| Det norske | 50.0 | 5 803 | 4 692 | 1 501 | - | (2 154) | 4 038 | |
| Aker Solutions1 | 34.8 | - | - | 57 | (246) | 6 579 | (2 461) | 3 929 |
| Ocean Yield | 73.2 | 2 532 | 3 409 | - | (316) | - | 1 230 | 4 323 |
| Akastor1 | 34.5 | 8 712 | 10 154 | 31 | (134) | (6 579) | (1 429) | 2 043 |
| Aker BioMarine2 | 99.0 | 1 361 | 1 760 | (16) | (345) | - | 1 398 | |
| Kvaerner | 28.7 | 1 251 | 888 | - | (94) | - | (108) | 687 |
| Havfisk | 73.2 | 365 | 732 | - | - | 211 | 942 | |
| Total Industrial holdings | - | 20 023 | 21 635 | 1 573 | (790) | (345) | (4 713) | 17 360 |
1) Demerger based on share capital split ratio according to the demerger plan. In the Demerger 35.2 per cent of the share capital was allocated to Akastor and 64.8 per cent to Aker Solutions. 2) Reflected in net asset value at book value.
Det norske oljeselskap ASA
Det norske oljeselskap is an integrated exploration and production company operating on the Norwegian continental shelf. The acquisition of Marathon Oil Norway has given Det norske considerable reserves and oil production operations.
| Board chairman: | Sverre Skogen |
|---|---|
| Managing director: | Karl Johnny Hersvik |
| Aker investment director: | Edward Ross |
Developments in 2014
Det norske's share price dropped in 2014, from NOK 60.29 to NOK 39.87 at the end of the year. The decline is linked to the dramatic fall in oil prices in the second half of 2014.
The acquisition of Marathon Oil Norway is a "company maker" for Det norske. Marathon Oil Norway possesses operational expertise and generated cash flow from oil production totalling about 65 000 barrels per day in 2014. The acquisition was also an important step in terms of addressing Det norske's funding needs linked to the development of the Ivar Aasen and Johan Sverdrup fields.
Through Marathon Oil Norway, Det norske has secured access to operational experience from the Alvheim field, a very
strong portfolio of oil-producing assets with limited investment obligations and high production volumes. These features fit well with planned production start-up in Ivar Aasen and the development of the Johan Sverdrup field.
Det norske paid USD 2.1 billion in cash for Marathon Oil Norway. In connection with the acquisition, Det norske implemented a refinancing which incorporated a share rights issue totalling NOK 3 billion. Aker subscribed for half of the new shares. Det norske has an RBL (reserve-based lending) facility – a seven-year secured loan facility totalling USD 3 billion which also includes a non-binding drawing right of USD 1 billion.
Karl Johnny Hersvik took up the post of managing director in May 2014. A new management group has been implemented and the process of integrating Marathon Oil Norway and Det norske is well underway.
Aker's engagement
Aker owns 49.99 per cent of the shares in Det norske, and its shareholding was valued at NOK 4.0 billion as at 31 December 2014. Kjell Inge Røkke represents Aker on Det norske's board of directors.
| Key figures | 2014 | 2013 | ||
|---|---|---|---|---|
| Revenues | USD million | 464 | 161 | |
| EBITDAX | USD million | 365 | 93 | |
| Profit after tax | USD million | (279) | (93) | |
| Exploration expenses | USD million | 158 | 279 | |
| Share price | NOK | 39.87 | 60.29 | |
| Earnings per share | USD | (1.68) | (0.66) | |
| 16% | Number of employees | 507 | 230 | |
The acquisition of Marathon Oil Norway is a "company maker" for Det norske.
Aker's ownership agenda
The market for oil is cyclical, and oil prices are volatile. Nevertheless, Aker believes that demand for oil and gas will remain robust in the long term, and has great confidence in Det norske's long-term value potential.
The short-term ownership agenda can be summarised as follows: maintain safe, efficient and profitable oil production; build a capital structure that is robust in the face of
prolonged low oil prices; deliver the Ivar Aasen development on time and budget; ownership of the Johan Sverdrup field development project; active management of the company's licence portfolio and the evaluation of long-term opportunities to strengthen Det norske further.
Read more in the Board of directors' report on page 29, and on www.detnor.no.
Aker Solutions ASA
Aker Solutions is a global oil service company and leading supplier of Subsea and Field Design technologies, products, solutions and services for offshore oil and gas fields.
| Board chairman: | Øyvind Eriksen |
|---|---|
| President and CEO: | Luis Araujo |
| Aker investment director: | Edward Ross |
Developments in 2014
On 29 September 2014, Aker Solutions was split into two companies. The "new" Aker Solutions will concentrate on the Subsea and Field Design segments – encompassing engineering and maintenance, modification and offshore (MMO) services – while the remainder of the business was spun out into the new company Akastor. The combined share price of the two companies totalled NOK 63.15 at the end of 2014, compared to Aker Solutions' share price of NOK 108.40 at the end of 2013. In April 2014, a dividend of NOK 4.10 per Aker Solutions share was paid for the year 2013, compared to NOK 4.00 one year previously. The total return in 2014, including dividends, was minus 38 per cent, compared to close to zero in 2013 and 87 per cent in 2012.
The drop in the combined Aker Solu-
tions/Akastor share price reduced Aker's net asset value by NOK 3.9 billion in 2014. The Aker Solutions share was valued at NOK 41.55 at the end of 2014.
Aker received dividends totalling NOK 380 million on the Aker Solutions/Akastor shares in 2014, compared to NOK 308 million in 2013.
The oil industry is experiencing a change of mood following a dramatic decline in oil prices in the second half of 2014. This has naturally impacted the prices of oil-related shares in general. Nevertheless, splitting Aker Solutions into two companies was an important milestone and has allowed Aker Solutions to emerge as an asset light, high return business focused on attractive segments like subsea and field design. Luis Araujo took up the post of group chief executive in July 2014, at the same time as Svein Oskar Stoknes took over as chief financial officer. Both have extensive knowledge of the oil service sector and executive experience from Aker Solutions. Øyvind Eriksen remains chairman of the board of directors.
Aker's engagement
Aker owns 70 per cent of the shares in Aker Kværner Holding AS, which in turn owns
| Key figures | 2014 | 2013 | |
|---|---|---|---|
| Revenues | NOK million | 32 971 |
29 058 |
| EBITDA | NOK million | 2 675 |
2 079 |
| EBITDA margin | Per cent | 8.1 | 7.2 |
| Backlog | NOK million | 48 289 |
41 185 |
| Order intake | NOK million | 37 135 |
44 370 |
| Share price | NOK | 41.55 | N/A |
| Earnings per share | NOK | 4.71 | 4.31 |
| Number of employees | 16 694 |
15 968 |
After the split in 2015, new Aker Solutions concentrates on the Subsea and Field Design segments.
40.6 per cent of the shares in Aker Solutions, giving Aker an equity interest equivalent to 28.4 per cent in Aker Solutions. Aker also owns 6.4 per cent of the shares in Aker Solutions directly, bringing its total stake to 34.8 per cent. Aker's ownership interest was valued at NOK 3.9 billion as at 31 December 2014. Øyvind Eriksen and Kjell Inge Røkke represent Aker on Aker Solutions' board of directors.
Aker's ownership agenda
Aker believes that despite the headwinds faced by the oil services sector as a consequence of the oil price decline, Aker Solutions is well positioned in markets with long term growth potential such as subsea and offshore oil and gas engineering. Aker's ownership agenda for Aker Solutions is to focus on operational excellence, improved margins and capital discipline and through that create shareholder value.
Read more in the Board of directors' report on page 27, and on www.akersolutions.com.
| AKASTOR ( ) | ||
|---|---|---|
8%
Akastor ASA
Akastor is an oil service investment company engaged in the development of a portfolio of attractive industrial companies, as well as financial investments in real estate and other investments. Akastor has a flexible mandate to engage in active ownership and promote long-term value creation for its shareholders.
| Board chairman: | Øyvind Eriksen |
|---|---|
| President and CEO: | Frank O. Reite |
| Aker investment director: | Edward Ross |
Developments in 2014
Akastor represents the continuation of the companies and businesses from the "former" Aker Solutions that were not an active player in the Subsea and Field Design segments. Akastor was established as a new company name and individually listed company on 29 September 2014. The decline in the combined Akastor/Aker Solutions share price reduced Aker's net asset value by NOK 3.9 billion in 2014. The Akastor share was priced at NOK 21.60 at the end of 2014.
Akastor is the owner of the following portfolio companies:
- MHWirth: Provides drilling solutions and services.
- AKOFS Offshore: Owns and operates well intervention and subsea equipment installation vessels.
- Fjords Processing: Provides processing technology and equipment for oil and gas installations.
- KOP Surface Products: Surface Products: Specialised technology company delivering flow control equipment to the oil and gas industry, offshore and onshore.
- Frontica Business Solutions: A provider of corporate services such as financial, IT, HR, recruitment/restructuring and other administrative support.
Each of the companies operates as independent companies with individual management and board of directors, and has its own business plan to improve operations, project implementation, competitiveness, margins and market share. In its capacity as an active owner, Akastor drives these efforts forward to generate shareholder value. Akastor adopts an opportunistic approach in its active ownership, holding onto companies for as long as it believes that doing
so will generate greater shareholder value than an alternative owner could.
Key figures 2014 2013
Revenues NOK million 21 432 18 448 EBITDA NOK million 1 380 1 355 EBITDA margin Per cent 6.4 7.3 Backlog NOK million 21 555 17 025 Order intake NOK million 25 254 18 011 Share price NOK 21.60 N/A Earnings per share NOK 9.13 4.11 Number of employees 6 544 -
Frank O. Reite has taken up the position of CEO, joining Akastor from his previous position in Aker's private equity fund, Converto, which he led. Reite has held executive positions in Aker companies for many years. Leif Borge is Akastor's chief financial officer, and previously held a corresponding position at Aker Solutions.
Aker's engagement
Aker owns 70 per cent of the shares in Aker Kværner Holding AS, which in turn owns 40.3 per cent of the shares in Akastor, giving Aker an equity interest equivalent to 28.2 per cent in Akastor. Aker also owns 6.3 per cent of the shares in Akastor directly, bringing its total stake to 34.5 per cent. Aker's ownership interest was valued at NOK 2.0 billion as at 31 December 2014. Øyvind Eriksen and Kjell Inge Røkke represent Aker on Akastor's board of directors.
Aker's ownership agenda
Aker sees considerable potential for value growth in Akastor's industrial portfolio. The priority is to develop and improve the individual companies to generate and crystallise value in accordance with Akastor's strategic plans. This is more important than paying dividends in the short term. Aker's ownership agenda for Akastor primarily involves combining operational improvements with transactions in the portfolio companies. Capital discipline and optimising the capital structures of the individual operational companies are also priorities on the agenda.
Read more in the Board of directors' report on page 28, and on www.akastor.com.
Akastor generates shareholder value.
Kværner ASA
Kvaerner is a specialised EPC company that plans and executes large, complex offshore projects. EPC is the acronym for Engineering, Procurement and Construction.
| Board chairman: | Leif-Arne Langøy |
|---|---|
| President and CEO: | Jan Arve Haugan |
| Aker investment director: | Edward Ross |
Developments in 2014
The Kvaerner share price fell from NOK 11.50 to NOK 8.89 in 2014. Kvaerner paid a dividend of NOK 0.61 per share in April 2014, and a further dividend of NOK 0.64 in October. Including dividends, the share produced a return of minus 11.8 per cent in 2014, compared to minus 22 per cent in 2013.
Kvaerner reduced Aker's net asset value by NOK 108 million in 2014. Aker received dividends totalling NOK 94 million, compared to NOK 87 million in 2013.
Kvaerner's systematic, focused efforts to increase productivity and cut costs both through the company's own organisation as well as in its value chain continued in 2014. During the past year, the company implemented its programme to reduce its
cost base by 15 per cent. When Kvaerner Verdal was awarded both a long term frame agreement for platform substructures, as well as an agreement for delivery of two complete steel sub-structures for the Johan Sverdrup field, it confirmed that Kvaerner Verdal has managed to improve its competitiveness.
Aker's engagement
Aker owns 70 per cent of the shares in Aker Kværner Holding AS, which in turn owns 41 per cent of the shares in Kvaerner. Aker thus indirectly owns 28.7 per cent of Kvaerner, and the shareholding was valued at NOK 687 million as at 31 December 2014. Kjell Inge Røkke represents Aker on Kvaerner's board of directors.
Aker's ownership agenda
In September 2014, Kvaerner informed the market of a process to review strategic opportunities for further strenghtening the company. However, in the current volatile market, Kvaerner's primary focus in the short term will not be on opportunities which may involve large new investments or changes to ownership.
| Key figures | 2014 | 2013 | |
|---|---|---|---|
| Revenues | NOK million | 13 945 |
12 960 |
| EBITDA | NOK million | 828 | 636 |
| EBITDA margin | Per cent | 5.9 | 4.9 |
| Backlog | NOK million | 16 451 |
22 809 |
| Order intake | NOK million | 10 718 |
18 615 |
| Share price | NOK | 8.89 | 11.50 |
| Earnings per share | NOK | (0.26) | 1.66 |
| Number of employees | 3 049 |
2 832 |
Edvard Grieg, EPC for jacket, delivered by Kvaerner's yard at Verdal, Norway in 2014.
Aker wants Kvaerner to win contracts on the Norwegian continental shelf. The Johan Sverdrup development offers opportunities in this regard, and is critically important to the Norwegian offshore industry. In the short term, the top priority for Kvaerner is to execute the current order backlog of
NOK 16.5 billion per year end 2014 according to the customers' expectations and in line with own ambitions for increased margins and improved productivity.
Read more in the Board of directors' report on page 28, and on www.kvaerner.com.
Ocean Yield ASA
Ocean Yield is a ship owning company with investments within industrial shipping and oil-service. The Company focuses on modern assets with long-term charters to solid counterparties and has a significant contract backlog, which offers visibility with respect to future earnings and dividend capacity.
| Board chairman: | Trond Brandsrud |
|---|---|
| Managing director: | Lars Solbakken |
| Aker investment director: | Trond Brandsrud |
Developments in 2014
Ocean Yield's share price rose from NOK 34.70 to NOK 44.00 in 2014. The company also paid quarterly dividends during the year, which totalled USD 0.515 per share, resulting in a total return of 36 per cent in 2014.
The rise in Ocean Yield's share price boosted Aker's net asset value by NOK 1.2 million. The company has shown strong growth since being listed on Oslo Stock Exchange in July 2013, and was the most valuable company in Aker's portfolio of Industrial holdings at the end of 2014.
Ocean Yield continued to expand its fleet in 2014, committing to new investments totalling USD 580 million. Since its launch in March 2012, Ocean Yield has
made investment commitments totalling USD 1 350 million. Operational risk and financial exposure are limited through longterm bareboat charters with robust, creditworthy customers.
Ocean Yield's EBITDA order reserve totals USD 2.2 billion. The average contract length is 9.5 years, up from 7.1 years at the end of 2013. This means predictable long-term dividends for Ocean Yield's shareholders.
Aker received dividends totalling NOK 316 million from the company in 2014, compared to NOK 318 million in 2013. Ocean Yield's ambition is to pay attractive, increasing dividends to shareholders.
Ocean Yield strengthened its organisation in 2014. Moreover, the subsidiary Aker Floating Production has a competent organisation responsible for the operation of the FPSO unit Dhirubhai-1. The other vessels are on bareboat contracts, where the operations are handled by the charterer.
Aker's engagement
Aker owns 73.2 per cent of the shares in Ocean Yield, which were valued at NOK 4.3 billion as at 31 December 2014, up from NOK 3.4 billion at the end of 2013. Kjell Inge
| Key figures | 2014 | 2013 | ||
|---|---|---|---|---|
| Revenues | USD million | 249 | 239 | |
| EBITDA | USD million | 217 | 208 | |
| EBITDA margin | Per cent | 86.9 | 86.9 | |
| EBITDA backlog | USD million | 2 248 | 1 737 | |
| Share price | NOK | 44.00 | 34.70 | |
| Earnings per share | USD | 0.75 | 0.71 | |
| 17% | Number of employees | 18 | 19 | |
Ocean Yield continued to expand its fleet in 2014.
Røkke and Trond Brandsrud represent Aker on Ocean Yield's board of directors.
Aker's ownership agenda
Aker's view on the market and the prospects of the ship and maritime asset sale/ leaseback sector remains positive. As planned, Ocean Yield is developing into a substantial contributor to Aker's net asset value and dividend receipts. Aker will continue to develop Ocean Yield's clear profile as an attractive investment that produces a robust return and offers limited risk exposure. Aker's ownership agenda is for Ocean Yield to continue expanding and diversifying its portfolio by concluding long-term contracts, and for the company to build an even stronger order reserve with focus on increasing quarterly dividends for the company's shareholders. Ensuring an optimal capital structure is also a priority.
Read more in the Board of directors' report on page 29, and on www.oceanyield.no.
6%
| Key figures | 2014 | 2013 | |
|---|---|---|---|
| Revenues | USD million | 112 | 117 |
| EBITDA | USD million | 5 | 4 |
| Profit after tax | USD million | (17) | (19) |
| Net interest-bearing debt | USD million | 144 | 134 |
| Earnings per share | USD | (0.25) | (0.29) |
| Number of employees | 222 | 216 |
Aker BioMarine AS (to be renamed Superba ASA)
Aker BioMarine is an integrated biotechnology company that develops, markets and sells high-quality krill-based ingredients for a varied range of applications. The krill-harvesting operation is certified by the Marine Stewardship Council (MSC) in accordance with its standards for effectively managed and sustainable fishing.
| Board chairman: | Ola Snøve |
|---|---|
| President and CEO: | Hallvard Muri |
| Aker investment director: | Ola Snøve |
Developments in 2014
Aker BioMarine is the only unlisted company among Aker's Industrial holdings. In 2014, Aker BioMarine's group management purchased 0.98 per cent of the company. Aker BioMarine paid no dividends to Aker in 2014.
In 2014, Aker's non-krill related activities were separated from Aker BioMarine to prepare for a potential public listing, although no decision has been made as to whether or when this will happen at present. The non-krill business – Trygg Pharma Group (50 per cent of the shares) – has been transferred into a subsidiary owned by Aker ASA.
The global omega-3 market faced headwinds in 2014, which also resulted in softer demand for krill-based phospholipidbound omega-3 products. Aker BioMarine has strengthened its position, and its branded ingredient, Superba™ Krill Oil, is the global market leader. The completion of Aker BioMarine and its partner Naturex's jointly-owned production facility in Houston, Texas, USA, in the second half of 2014 has substantially increased the company's production capacity.
Demand for Qrill™ Aqua remains strong. The measurable benefits of using specialised feed supplements have been demonstrated to customers in the aquaculture industry. Aker BioMarine also received regulatory approvals for its Qrill™ Pet products in 2014 and the company expects that customers will launch products containing Qrill™ Pet to consumers in 2015.
Aker's engagement
Aker owns 99.02 per cent of the shares in Aker BioMarine. The shares are carried at book value. Ola Snøve and Gabriella Bastiani represent Aker on the company's board of directors.
Aker BioMarines brand-name ingredient Superba™ Krill Oil is a global market leader.
Aker's ownership agenda
Aker BioMarine has built a strong platform for growth in the krill segment, which has the potential to contribute to growth in Aker's net asset value, as well as dividends over time. Aker BioMarine controls the entire supply chain, from sustainable krill harvesting by two vessels to innovative product development, production, logistics and long-term collaboration agreements with global consumer product and brand leaders. Aker's top ownership priority is to
strengthen the company's position and build and expand the market for krill-based products, ingredients and applications.
As of end 2014, Aker's ownership of the Trygg Pharma Group has been classified as a financial investment. Together with its partner Lindsay Golberg, Aker will optimise the value of the underlying assets.
Read more in the Board of directors' report on page 30, and on www.akerbiomarine.com.
Havfisk ASA
Havfisk is Norway's leading white fish (cod, saithe and haddock) harvesting company, with 10 trawlers. It owns 29.6 cod trawler licences, corresponding to around 11 per cent of the total Norwegian cod quota. Most of Havfisk's fresh fish is delivered to Norway Seafoods.
| Board chairman: | Frank O. Reite |
|---|---|
| President and CEO: | Webjørn Barstad |
| Aker investment director: | Ola Snøve |
Developments in 2014
The Havfisk share price rose from NOK 11.80 to NOK 15.20 in 2014. This represents an increase of 29 per cent, and helped to increase Aker's net asset value by NOK 211 million. Havfisk has been in an investment phase, and has not paid dividends to shareholders thus far.
Havfisk has invested NOK 780 million in three new trawlers, the last of which was delivered in the spring of 2014. One of the older vessels in the fleet has been sold. The modernisation of the fleet has helped to improve harvesting efficiency, quota utilisation and operational flexibility. Further, white fish prices rose by an average of 25 per cent in 2014. Overall, this allowed
Havfisk to deliver its best result ever.
In 2013, Reykjavik District Court on Iceland handed down a judgment stating that Havfisk was not entitled to terminate a swap agreement with Glitnir in 2008. Havfisk was of the opinion that the judgement was incorrect and appealed the verdict to the Icelandic Supreme Court. On 12 March 2015, the Court concluded that Havfisk had the right to terminate the swap agreement in 2008. Havfisk was acquitted from the entire Glitnir claim and was awarded legal costs at ISK 3 million. The Court's ruling is final.
Webjørn Barstad took up the post of Havfisk President and CEO on 1 January 2015. Barstad has extensive knowledge and experience of the fisheries industry. His objective is to continue the development of Norway's leading trawler fleet in collaboration with employees, partners and owners.
Cod stocks in the Barents Sea are very strong. To ensure continued sustainable management, the total Barents Sea cod quota has been cut by 10 per cent in 2015, from the high level seen in 2014. Demand for white fish in general, and cod in particular, has been strong, a trend that appears likely to continue in 2015.
Key figures 2014 2013
Revenues NOK million 1 049 779 EBITDA NOK million 299 211 EBITDA margin Per cent 28.5 27.1 Share price NOK 15.20 11.80 Earnings per share NOK 2.32 (0.85) Number of employees 390 382
Increased quotas will increase the efficiency of fishing and catch value per day of operation.
Aker's engagement
Aker owns 73.2 per cent of the shares in Havfisk, a stake valued at NOK 942 million as at 31 December 2014. Ola Snøve represents Aker on the company's board of directors.
Aker's ownership agenda
Focused efforts in recent years have strengthened Havfisk's financial foundation. Norway's largest trawler fleet has helped to grow Aker's net asset value in the past two years, and Havfisk is now approaching the point where it can begin paying dividends to shareholders. Aker's ownership agenda remains the same: ongoing operational improvement; higher profitability; optimisation of the fleet/quotas; and the payment of annual dividends. The Ministry of Trade, Industry and Fisheries has decided to increase the maximum number of quotas from three to four per vessel from January 2015. This provides further opportunities to increase the efficiency of fishing and catch value per day of operation.
Read more in the Board of directors' report on page 30, and on www.havfisk.no.
Financial investments
Financial investments totalled NOK 7.6 billion at the end of 2014, including NOK 2.9 billion in cash. This equates to 30 per cent of the total asset value of Aker ASA and holding companies.
The Financial investments segment encompasses cash, liquid fund investments, other public investments, the real estate development company Fornebuporten and other financial investments. Aker's financial investments are managed by its central finance function, under the direction of Aker's CFO and an investment director with day-to-day responsibility for the administration of the portfolio. The mandate is to develop, maximise and realise investments.
Cash reserves of NOK 2.9 billion and liquid fund investments of NOK 0.4 billion give Aker financial flexibility. Fornebuporten's sale of three office buildings as part of the first phase of Aberdeen International Business Park in Scotland released approximately NOK 1 billion for Aker. Aker also
received just over NOK 1 billion in dividends and upstream cash flow from portfolio companies during 2014.
In 2014, Aker issued bonds for a total of SEK 1.5 billion. Although this increased its cash holdings, Aker also invested NOK 1.5 billion in shares in Det norske oljeselskap, and paid a dividend totalling NOK 940 million to Aker's shareholders. In the second half of the year, Aker sold its investment in the hedge fund AAM Absolute Return Fund for NOK 362 million. Aker's private equity fund, Converto, has sold its stake in Stream.
The financial investments in the listed companies American Shipping Company and Aker Philadelphia Shipyard were valued at NOK 1.5 billion at the end of 2014 (including cash deposits related to the AMSC total return swap). Through Converto, Aker has initiated a process to evaluate strategic opportunities for the two companies in the US Jones Act market.
Aker's investment in the real estate development company Fornebuporten totalled NOK 736 million at the end of 2014. At the Fornebu site, Fornebuporten is constructing approximately 67 000 square metres of office space and 16 000 square metres of residential property. The two office buildings will be completed in the summer of 2015 and summer of 2016, and approximately 90 per cent of the offices have been let. Fornebuporten also owns valuable building plots for use in the next phases of development at Fornebu outside
Oslo and Aberdeen International Business Park right next to Aberdeen Airport.
Other financial investments totalled NOK 2.1 billion at the end of 2014. This figure includes interest-bearing receivables, inclusive loans to subsidiaries and associated companies of NOK 418 million, as well as equity investments in unlisted companies.
Aker is making strong progress on the target announced in November 2012 of releasing NOK 3 billion in capital from financial investments by the end of 2015.
Read more in the Board of directors' report on page 31.
Key figures Financial investments
| 31.12.2012 | 31.12.2013 | 31.12.2014 | ||||
|---|---|---|---|---|---|---|
| Amounts in NOK million | NOK/ share1 |
NOK million |
NOK/ share1 |
NOK million |
NOK/ share1 |
NOK million |
| Cash | 43 | 3 106 | 34 | 2 459 |
39 | 2 857 |
| Liquid fund investments | 8 | 607 | 10 | 707 | 5 | 362 |
| Other public investments | 3 | 183 | 22 | 1 609 |
20 | 1 476 |
| Real estate development (Fornebuporten) | 10 | 686 | 17 | 1 238 |
10 | 736 |
| Other financial investments | 30 | 2 166 | 30 | 2 135 |
29 | 2 123 |
| Total Financial investments | 94 | 6 748 | 113 | 8 149 |
104 | 7 554 |
1) The investment's contribution to Aker's per share NAV.
Board of directors' report 2014
Aker* achieved several important milestones in 2014, including the demerger of Aker Solutions and Det norske oljeselskap's acquisition of Marathon Oil Norway. The first half of 2014 was characterised by strong performance and favourable developments in valuations of the portfolio companies. However, the second half of 2014 was impacted by a sharp drop in oil prices resulting in significant decline in the valuation of the overall portfolio. As a consequence, the net asset value ("NAV) year-over-year declined 23.3 per cent, adjusted for dividend, to NOK 17.7 billion in 2014. The company's market value decreased 20 per cent in the period, including dividend, compared to a 5 per cent increase in the Oslo Stock Exchange Benchmark Index ("OSEBX") and a 50 per cent decline in the oil price. On the other hand, cash holdings increased during the year to NOK 2.9 billion (NOK 3.2 billion including liquid funds). Aker remains financially strong with financial capacity and optionality to take advantage of more volatile markets.
As an active owner and equity investor, Aker develops its portfolio through mergers, acquisitions, divestments and adjustments to its ownership stakes among its Industrial holdings and Financial investments. A demerger of Aker Solutions into two separate listed entities was announced in May and completed in September 2014. Det norske oljeselskap ("Det norske") acquired Marathon Norway in October 2014, transforming the company from a pure play exploration company into a fully integrated E&P company. Ocean Yield continued to grow and diversify its portfolio adding USD 0.7 billion to its EBITDA backlog in 2014. Aker BioMarine was restructured during the year in order to streamline the krill business. In addition, Aker continued to deliver on its three-year plan initiated in November 2012
of divesting NOK 3 billion in Financial investments, through Fornebuporten's sale of offices in Aberdeen and the exit from AAM Absolute Return Fund.
Aker ASA* employs its financial and industrial expertise to develop the operating companies in its portfolio. The NAV of Aker and holding companies amounted to NOK 17.7 billion as at year-end 2014, compared with NOK 24.0 billion a year earlier. NAV stood at NOK 244 per share, compared with NOK 332 per share at year-end 2013, before dividend. NAV is a core performance indicator at Aker and is determined by applying the market value of exchange-listed shares and book value* for other assets. It expresses Aker's underlying value and is a key determinant of the company's dividend policy. The main contributors to Aker's NAV decline in 2014 were Aker Solutions and Akastor with NOK 3.9 billion, Det norske with NOK 2.2 billion, Kvaerner with NOK 0.1 billion and dividend payments of NOK 0.9 billion. NAV was positively impacted by the value increases in Ocean Yield and Havfisk of NOK 1.2 billion and NOK 0.2 billion, respectively.
Aker enhanced its financial strength by increasing the upstream cash flow from its operating companies and Financial investments by 22 per cent to NOK 1 040 million in 2014. Aker's book equity ratio was 57 per cent, while cash and liquid fund investments stood at NOK 3.2 billion. Gross interestbearing debt as at year-end 2014 amounted to NOK 6.7 billion and net interest-bearing liabilities amounted to NOK 3.4 billion.
The board of directors of Aker Solutions proposed a dividend of NOK 1.45 for the 2014 fiscal year, while the Board of Kvaerner proposed a semi-annual dividend of NOK 0.67 and the Board of Ocean Yield proposed a quarterly dividend of USD 0.1425 for the fourth quarter 2014.
Aker's board of directors recommended a payment of NOK 10 per-share ordinary dividend for 2014, of which half would be with optional settlement in new Aker shares at a 10 per cent discount. The proposal corresponds to a 6.1 per cent yield to the share price at the close of 2014, and represents 4.1 per cent of NAV, which is in the highest end of the range of Aker's dividend policy.
Business operations and location
Aker is an industrial investment company with traditions dating back to 1841. Based on shipbuilding and mechanical production for the maritime trades and Norway's primary industries, Aker grew throughout the 1900s into one of the country's largest industrial groups.
As per year-end 2014, Aker had 47 employees working at the company headquarters in Oslo. Aker's shares trade on the Oslo Stock Exchange and the company had 13 419 shareholders as at 31 December 2014. Just over two-thirds of the shares are held by companies controlled by Kjell Inge Røkke and his family.
Aker was directly or indirectly the largest shareholder in companies that combined had approximately 29 000 employees (not including hired-ins) in 34 countries. Eight of these companies were listed on the Oslo Stock Exchange. Aker's investments are divided into two portfolios: Industrial holdings and Financial investments.
Industrial holdings comprises Aker's ownership interests in the exploration and production company Det norske; the oil service company Aker Solutions; the oilfield services investment company Akastor; the engineering, procurement and construction ("EPC") company Kvaerner; the ship-lease company Ocean Yield; the marine biotechnology company Aker BioMarine and the white fish harvesting company Havfisk.
Financial investments comprises cash and liquid fund investments, other public investments, real estate developments (Fornebuporten) and other financial investments.
**) Aker ASA" refers to the parent company.
"Aker" refers to Aker ASA and holding companies, as listed in Note 1 for the annual accounts of Aker ASA and holding companies, page 129.
"Aker Group" refers to Aker ASA and subsidiaries consolidated into the Group accounts, as listed in Note 9 for the annual accounts of Aker Group, page 63.
"Group consolidated accounts" include the financial statements of the parent company Aker ASA, its subsidiaries, and interests in associated companies and jointly controlled entities. At Converto Capital Fund, the value of the unlisted shares for the Align and Ocean Harvest companies is measured based on the valuation principles in "International Private Equity and Venture Capital Valuation Guidelines."
Key events in 2014
The first half of 2014 was characterised by strong performance and favourable development in Aker ASA and the portfolio companies. However, the second half of 2014 was impacted by a sharp drop in oil prices resulting in significant decline in the valuation of the overall portfolio.
In the first quarter of 2014, Havfisk took delivery of the third of the three new trawlers in March, all of which are performing well and have contributed to higher catch volumes. Aker Philadelphia Shipyard raised approximately USD 65 million in equity through a successful private placement, which reduced Aker's ownership in the company to 57.6 per cent. In January, Aker successfully issued an unsecured SEK 1.5 billion bond that resulted in net proceeds of NOK 1.4 billion.
In the second quarter of 2014, Aker Solutions announced the demerger of the company. The rationale for the split was to to create more streamlined companies with targeted strategies. The company was also rewarded a NOK 14 billion contract by Total to supply subsea production systems for the Kaombo development in Angola. The MMO division was impacted by a weaker market in Norway and the Oilfield Services & Marine Assets received a cancellation by Total of the AKOFS Seafarer (previously named Skandi Aker) contract. In Det Norske, Karl Johnny Hersvik took office as new CEO in May and in June the company announced the acquisition of Marathon Oil Norway for a cash consideration of USD 2.1 billion. Ocean Yield entered into newbuilding contracts for three Liquefied Ethylene Gas carriers with 15-year bareboat charters to the Hartmann Group and agreed to acquire two car carriers with 8-year bareboat charters to Höegh Autoliners. Total considerations for the contracts were USD 333 million. Ocean Yield also took delivery of its first newbuilding car carrier, the "Höegh Jacksonville" in April. Kvaerner delivered the Edvard Grieg and Martin Linge jackets and was awarded a frame agreement and Letter of Intent with Statoil for two Johan Sverdrup jackets with estimated value of NOK 3 billion. In the second quarter, Aker paid NOK 940 million in dividend to its shareholders.
In the third quarter of 2014, Det norske signed a new USD 3.0 billion reserve-based lending ("RBL") facility. Further, the company completed a NOK 3.0 billion equity rights issue, in which Aker participated with its pro-rata share of NOK 1.5 billion. In late September, the previously announced demerger of Aker Solutions into two independent companies, new Aker Solutions and Akastor, became effective. All shareholders of old Aker Solutions (renamed Akastor) received the same number of shares in new Aker Solutions. Both companies started trading on Oslo Stock Exchange as of the same date. Luis Araujo and Svein Oskar Stoknes assumed the positions as CEO and CFO in new Aker Solutions, while Frank O. Reite and Leif Borge assumed the same positions in Akastor. Aker Oilfield Services (AKOFS), a subsidiary of Akastor, was awarded a five year contract with Petrobras to provide subsea intervention services offshore Brazil from the Aker Wayfarer vessel, which also resulted in a corresponding extension of the bareboat charter towards Ocean Yield. The latter company also took delivery of its second newbuilding carrier, the "Höegh Jeddah". Havfisk reported a record high third quarter result based on rising white fish prices, increased harvesting volumes
"Aker ASA employs its financial and industrial expertise to develop the operating companies in its portfolio."
and improved efficiency. Webjørn Barstad was appointed new CEO of the company effective 1 January 2015.
In the fourth quarter of 2014, Det norske reported the closing of the USD 2.1 billion Marathon Oil Norway acquisition. Ocean Yield agreed to acquire the diving support and offshore construction vessel "SBM Installer" from SBM with a long-term bareboat charter back to SBM for a fixed period of 12 years. In November, Fornebuporten AS, a subsidiary of Aker, agreed to sell the first phase development at Aberdeen International Business Park, constituting three office buildings, to the UK pension fund Legal & General. The transaction was closed early November and resulted in a cash release to Aker ASA of approximately NOK 1.0 billion. In the fourth quarter, Det norske incurred a non-cash net impairment charge of USD 319 million, due to the significant drop in oil prices following the acquisition of Marathon Oil Norway.
Industrial holdings
Industrial holdings is one of Aker's two business segments and comprises the company's long-term investments. The number of investments in the Industrial holdings portfolio increased to seven following the demerger of Aker Solutions in September 2014. The total value of Aker's Industrial holdings amounted to NOK 17.4 billion as at 31 December 2014, which represented 70 per cent of Aker's valueadjusted total assets, down from NOK 21.6 billion at year-end 2013. The decline was primarily caused by a net value decrease of NOK 4.7 billion and dividends paid to Aker of NOK 0.8 billion. The decline was partly offset by a NOK 1.5 billion equity contribution through Det norske's rights issue in July 2014.
The NOK 4.7 billion net value decrease in 2014 was due to Aker Solutions and Akastor declining NOK 3.9 billion, Det norske NOK 2.2 billion and Kvaerner NOK 0.1 billion. This was, however, partly offset by a value increase of NOK 1.2 billion and NOK 0.2 billion in Ocean Yield and Havfisk, respectively.
Following the restructuring of Aker Bio-Marine, the non-krill related assets previously owned by the company, primarily Trygg Pharma Group, have been reclassified to Financial investments. As a consequence, and based on fair value considerations, NOK 348 million in value has been reclassified to Financial investments.
Aker Solutions
2014 was a transformational year for Aker Solutions. During the recent years, the company has been moving towards a more focused asset-light high-return business model through the spin-off of Kvaerner, the divestments of P&C and later the divestments of the MLS and WIS business areas. The split of Aker Solutions in 2014 marked an important milestone. While the more asset-heavy business areas were set to be developed in the investment company
Akastor, the new Aker Solutions stood out as a more focused company with operational focus and excellence as the main mandate.
The split coincided with the sharp drop in the oil price and cut-backs in global offshore exploration and production spending, which has delayed the anticipated re-valuation of the company. However, the Board believes that over time the market will grow to appreciate the strengths of the company as it demonstrates improved operational performance and more predictable financial results combined with high returns on capital. An important factor in achieving this is an improved capital discipline.
Aker Solutions won several key contracts during 2014, demonstrating the company's strong position in the global offshore market. Key highlight was the NOK 14 billion contract awarded in April to deliver a subsea production system to Total's Kaombo development in Angola. Kaombo is one of the world's largest subsea developments, located in block 32 about 150 kilometres off the coast. It was the second major subsea contract awarded from Total in Angola, following the Moho Nord project in the Republic of Congo, valued at approximately NOK 4.9 billion.
In total, the backlog of Aker Solutions was NOK 48.3 billion per year end 2014 or 1.5 times the revenue in 2014. This provides comfort and a strong platform in a more uncertain environment over the next few years.
One of the drivers for continued order intake going forward, will be the Subsea Production Alliance formed with Baker Hughes in April 2014. The alliance will combine Aker Solutions' strengths in subsea production and processing systems with Baker Hughes' expertise in well completions and artificial-lift technology to deliver reliable, integrated in-well and subsea production solutions that will help mitigate risk, accelerate output and extend the life of subsea fields.
While 2014 ended as a year with several important milestones achieved, Aker Solutions needs to look forward and be prepared for a potentially pro-longed downturn. The company must proactively seek to balance the need for cost reductions and simplifications with the expectations from the customers to deliver projects on time and on cost.
Aker Solutions on a like for like basis grew revenue by 13 per cent to NOK 33.0 billion in 2014 while EBITDA grew by 29 per cent to NOK 2.7 billion, which corresponds to an EBITDA margin of 8.1 per cent, compared with 7.2 per cent in 2013. The company's performance was negatively impacted by the headwinds in the Norwegian continental shelf MMO market, but strong performance in particular in Subsea and Engineering helped offset the MMO slowdown.
Aker Solutions' shares closed the year at NOK 41.55, down from NOK 65.35 at the first day of trading as the new Aker Solutions. The board of Aker Solutions has proposed a dividend payment of NOK 1.45 per share for the 2014 fiscal year. Accordingly, Aker will receive approximately NOK 112 million through its ownership interest in Aker Kvaerner Holding and NOK 25 million through its direct ownership stake.
Akastor
Akastor became a new name in Aker's industrial portfolio in 2014. The company contains businesses that have long been part of old Aker Solutions, but are now run with a new mandate and are being developed as separate companies with separate strategies and identities. Akastor is set up as an oil services investment company with a flexible mandate for long-term value creation.
MHWirth is the largest investment in Akastor's portfolio and one of two leading producers of drilling packages to floaters, jack ups and fixed installations. The company has an installed base of close to 80 units globally, enabling the expected earnings of the company to be fairly stable over the coming periods, even if there should be few new drilling packages in the market place near term. The company has proactively adjusted capacity to reflect a new demand environment, but is also investing into R&D developments to come stronger out of this downturn.
AKOFS Offshore saw a mixed 2014. Aker Wayfarer secured a contract with Petrobras and Skandi Santos was awarded a five-year contract extension on the back of continued good performance by the vessel for Petrobras in Brazil. On the other hand, AKOFS Seafarer's (previously named Skandi Aker) contract with Total was cancelled in the early summer of 2014. One of Akastor's key priorities is securing new work for this vessel.
Frontica, KOP Surface and Fjords Processing are all new names to the general public, but have long been part of the old Aker Solutions' portfolio and represent interesting opportunities ahead.
In total, Akastor owns a group of businesses with a substantial value potential that can be released through either organic growth or, M&A. Looking forward, the key focus in Akastor and its portfolio is to decide how to develop each of the businesses and to adapt to a more uncertain outlook.
The company had operating revenues of NOK 21.4 billion in 2014, compared to NOK 18.4 billion in 2013 on a like for like basis. EBITDA was NOK 1.4 billion, compared with NOK 1.4 billion a year prior, resulting in an EBITDA margin of 6.4 per cent compared to 7.3 per cent in 2013.
Akastor's shares closed the year at NOK 21.60, down from NOK 25.71 at the first day of trading following the demerger.
Kvaerner
Kvaerner is a specialised oil and gasrelated EPC company. The company delivers its projects from four business platforms: Concrete Solutions, Jackets, Topsides and Onshore. Examples of deliveries include topside facilities, floating facilities, concrete and steel substructures, and onshore facilities.
Kvaerner is working consistently to enhance production efficiency at its yards and to develop its delivery models, targeted at continuous reductions of the cost base and increased competitiveness. The contract signing for the first Johan Sverdrup steel jacket substructure marked an important milestone in the company's ambitions to enhance competitiveness, while the KBR partnership announced in August is an example of strong new delivery models.
Despite general market uncertainty on the back of lower oil price, the EPC market remains active with several large Johan Sverdrup contracts to be awarded in 2015. There will also be ample opportunities over the next years within completion, hook-up and onshore projects. Kvaerner's focus is to win new contracts at sound margins, while extracting value from its backlog of NOK 16.5 billion by delivering its projects at cost, on schedule and according to clients' specification.
Kvaerner completed several significant projects in 2014, including the delivery of the Edvard Grieg and Martin Linge jackets and the Eldfisk topside. In June 2014, Kvaerner entered into a frame-agreement for the delivery of steel jacket substructures to Statoil-operated fields, including a Letter of Intent to deliver two jackets to the Johan Sverdrup development and signed in January 2015 the final contract for the riser platform, the first steel jacket substructure. The contract value was approximately NOK 2 billion.
The company is working on bringing to a satisfactory conclusion the ongoing arbitrations related to legacy projects. In January 2015, Kvaerner reached a settlement with Longview Power LLC and others and will receive an aggregate amount of USD 48 million. The company will continue the arbitration proceedings against Amec Foster Wheeler North America Corp.
The company had operating revenues of NOK 13.9 billion in 2014, compared to NOK 13.0 billion in 2013. EBITDA was NOK 0.8 billion, compared with NOK 0.6 billion a year prior, resulting in an EBITDA margin of 5.9 per cent compared to 4.9 per cent in 2013.
Kvaerner's shares closed at NOK 8.89 as per 31 December 2014, compared with NOK 11.50 as at end of 2013. A NOK 0.61 per-share dividend was paid out in the first half of 2014 and NOK 0.64 per-share was paid out in the second half, compared with a total dividend of NOK 1.13 per-share distributed in 2013.
The board of Kvaerner has proposed a semi-annual dividend payment of NOK 0.67 per share to be paid in April 2015. Accordingly, Aker will receive approximately NOK 52 million through its ownership interest in Aker Kvaerner Holding.
Det norske oljeselskap
Det norske is an integrated E&P company with activities within exploration, development and production on the Norwegian continental shelf. In 2014, the company announced and completed the acquisition of Marathon Oil Norway, transforming Det norske from a pure exploration company into a fully integrated E&P company.
The transaction represented an excellent strategic fit for Det norske; a portfolio with limited capital expenditure commitments, low historic tax balances and high nearterm production complementing Det norske's capex program. The transaction also offered a highly competent organisation with operational experience from the Alvheim fields, which is complimentary to Det norske's exploration and development capabilities. In 2014, combined production from the two companies amounted to approximately 67 000 barrels of oil equivalents per day, making Det norske one of the largest listed independent E&P companies in Europe.
Johan Sverdrup is the key development asset in Det norske's portfolio and in February 2015, Det norske, together with its partners, submitted the Plan for Development and Operation ("PDO") for the Johan Sverdrup field. The PDO confirmed first oil target in late 2019 and estimated gross capex of NOK 170-220 billion for the full field development. Det norske did not succeed in reaching an agreement about the unitisation with the other partners. Thus, the Ministry of Petroleum and Energy will conclude on the final unitisation of Johan Sverdrup. Until this conclusion is made, the Ministry decided that Statoil's recommendation will be used as a basis, resulting in a preliminary ownership interest of 11.9 per cent for Det norske.
"Aker Solutions won several key contracts during 2014, demonstrating the company's strong position in the global offshore market."
Det norske has made significant progress on the Ivar Aasen (operator and 34.8 per cent ownership) project in 2014. In June, the company announced completion of the unitisation negotiations and increased reserves. Total reserves for the project is now estimated to be 210 mboe gross, up from the PDO estimate of 150 mboe, significantly improving the economics of the field. After the acquisitions of interests in the neighbouring license PL457, Det norske will have 34.8 per cent interest in the project (up from about 30 per cent). The project has continued to move forward in line with expectations, with construction of the topside in Singapore and the steel jacket in Sardinia progressing well. The Maersk Interceptor jack-up rig arrived in Norway in October. The project is on schedule for first oil in late 2016.
During 2014, Det norske participated in 10 exploration wells. Of these, two wells have been successful; the Askja discovery (part of the Krafla license) and the Garantiana appraisal well (completed in 2015). Among the disappointments was the Geitungen appraisal well (Johan Sverdrup) drilled in PL265. The Gotha appraisal well (in the Barents Sea) was non-conclusive and did not lead to any change in the resource estimate published earlier at between 105-235 mboe gross.
Karl Johnny Hersvik assumed the position as chief executive officer of Det norske in May 2014. Hersvik has wide experience within the E&P sector from a number of
senior positions in Statoil. The company has further strengthened their organisation in 2014 and announced in July a new management team.
At the end of 2014, the company had third-party certified proven and probable (P50) reserves of 206 million barrels of oil equivalents. The PDO for Johan Sverdrup was submitted in February 2015. Reserves from Johan Sverdrup was thus not included at year-end 2014.. The inclusion of the Johan Sverdrup reserves will more than double year-end 2014 reserves.
The company had operating revenues of USD 464 million in 2014, compared to USD 161 million in 2013. EBITDAX was USD 365 million, compared with USD 93 million a year prior, resulting in an EBITDAX margin of 79 per cent compared to 58 per cent in 2013.
Det norske's shares closed at NOK 39.87 as per 31 December 2014, compared with NOK 60.29 at the end of 2013.
Ocean Yield
Ocean Yield is a ship owning company with a portfolio within oil service and industrial shipping. The company owns modern assets with long-term charters to solid counterparties and has a significant contract backlog, which offers visibility with respect to future earnings and dividend capacity.
The company grew and successfully diversified its portfolio in 2014. In May, Ocean Yield entered into newbuilding contracts for three Liquefied Ethylene Gas car"Ocean Yields' long-term charters and significant contract backlog offers visibility with respect to future earnings and dividend capacity."
riers with 15-year bareboat charters to the Hartmann Group and agreed to acquire two car carriers with 8-year bareboat charters to Höegh Autoliners. In September, the company extended the bareboat charter for the vessel Aker Wayfarer from 2020 to 2027, and in December Ocean Yield agreed to acquire the diving support and offshore construction vessel "SBM Installer" from SBM with a long-term bareboat charter back to SBM for a fixed period of 12 years. Ocean Yield also took delivery of the newbuilding car carriers, the "Höegh Jacksonville" and the "Höegh Jeddah" in 2014.
The outlook for Ocean Yield remains strong. The company's estimated EBITDA contract backlog stood at USD 2.2 billion and the average remaining contract tenor (weighted by EBITDA) was 9.5 years as per the end of 2014. With this earnings visibility, Aker believes Ocean Yield is well positioned to continue to pay attractive and increasing quarterly dividends
The company had operating revenues of USD 249 million in 2014, compared to USD 239 million in 2013. EBITDA was USD 217 million, compared with USD 208 million a year prior, resulting in an EBITDA margin of 87 per cent in line with the 2013 level. All projects performed according to budget during the year. The FPSO Dhirubhai-1 recorded an utilisation rate of 99.5 per cent per cent for the year 2014.
Ocean Yield's shares stood at NOK 44.00 as at 31 December 2014, up from NOK 34.70 as at end 2013. Ocean Yield paid a total dividend of USD 0.515 per share in quarterly dividends during 2014.
The board of Ocean Yield has proposed a dividend payment of USD 0.1425 per share for the fourth quarter of
- Accordingly, Aker will receive approximately USD 14 million through its 73.2 per cent direct ownership interest in Ocean Yield.
Aker BioMarine (to be renamed "Superba ASA")
Aker BioMarine is the leading supplier of krill-derived products to the consumer health and wellness and animal nutrition markets. The company develops, markets, and sells krill-derived ingredients for applications ranging from fish feed to dietary supplements. The company comprises the core krill business, as well as Aker BioPharma that was merged into Aker BioMarine to strengthen the company's general innovation capabilities during 2014.
Aker BioMarine's core products are Qrill™ Aqua, a value-added ingredient for the aquaculture industry, and Superba™ Krill Oil, a phospholipid-based omega-3 dietary supplement ingredient. The market for Qrill™ products continued to develop favourably during 2014 with year-over-year revenue growth for Qrill™ of nearly 20 per cent and represented approximately one third of total revenues in 2014. Since the fall of 2013, the U.S. omega-3 market has been challenging. While krill oil has taken market share in the overall omega-3 market
in recent years, 2014 was challenging and the reported sales of Superba™ Krill Oil was somewhat lower than in 2013. Construction of a new krill oil manufacturing facility in Houston, which is organised as a joint venture between Aker BioMarine and Naturex, is now ramping up production.
Aker BioMarine has established a solid platform for future growth and is well positioned to succeed in global growth markets with its strong supply chain, an innovative product pipeline, and stable long-term partnerships.
Aker BioMarine reported 2014 total revenues and other income of USD 112 million, compared to USD 117 million in 2013. EBITDA amounted to USD 5 million, up from USD 4 million in the previous year. The Company's USD 105 million loan facility, of which NOK 305 million is guaranteed by Aker, matures in the second quarter 2016.
Aker BioMarine was delisted from Oslo Stock Exchange in January 2013 and became a privately owned subsidiary of Aker.
Havfisk
Havfisk is Norway's largest white fish harvesting company, with currently 10 trawlers and 29.6 cod licences, representing around 10 per cent of the national cod quotas. The company specialises in cod, saithe and haddock harvesting. Catch efficiency and white fish prices are the company's key value drivers.
The company is working on increasing its capability of full deployment of quota volumes, improving harvesting efficiency and enhancing operational flexibility. In line with this strategy, Havfisk completed its newbuild program by taking delivery of its third newbuild in 2014, whereas the two others were delivered in 2013.
Total fishing quotas for cod set for 2015 are about 10 per cent lower than that of 2014, whereas cod prices have improved significantly throughout 2014. White fish prices remain on an upward trend, partially driven by the weakening of the NOK against other currencies and catch efficiency are improving.
On 30 December 2013, Havfisk received a negative ruling in a lawsuit brought by the administration committee of Glitnir, in a case concerning an interest rate and currency swap agreement entered into in 2008. In accordance with IFRS, a provision in line with the verdict, including accrued interests, was made in the financial accounts. The company was of the opinion that the judgement was incorrect and appealed the verdict to the Icelandic Supreme Court. Havfisk's appeal was ruled in the Supreme Court of Iceland 4 March 2015, and judgement fell on 12 March 2015. The Court concluded that Havfisk had the right to terminate the swap agreement in 2008. Havfisk is acquitted from the entire claim from Glitnir, and is awarded legal costs at ISK 3 million. The Court`s ruling is final.
In 2014, Webjørn Barstad was announced as new Chief Executive Officer starting 1 January 2015. Barstad holds solid experience from and an extensive network in the fishing industry.
The company had operating revenues of NOK 1.05 billion in 2014, compared to NOK 0.78 billion in 2013. EBITDA was NOK 299 million, compared with NOK 211 million a year prior, resulting in an EBITDA margin of 28 per cent compared to 27 per cent in 2013.
Havfisk's share price closed at NOK 15.20 as at year-end 2014, up from NOK 11.80 as at 31 December 2013.
Financial investments
Financial investments comprise all of Aker's assets – other than Industrial holdings – including cash, liquid fund investments, other public investments, real estate development (Fornebuporten) and other financial investments. The value of Aker's Financial investments amounted to NOK 7.6 billion as at 31 December 2014, which represented 30 per cent of Aker's value-adjusted total assets, and down from NOK 8.1 billion in 2013.
Aker's cash holdings increased to NOK 2.9 billion as per year end 2014, up from NOK 2.5 billion end of 2013. The increase was primarily due to the issue of a SEK 1.5 billion bond, NOK 1.0 billion in cash release to Aker following Fornebuporten's sale of the Aberdeen offices and NOK 0.8 billion in dividend income in 2014. The increase was partly offset by the NOK 1.5 billion equity contribution to Det norske and the NOK 0.9 billion dividends paid to the shareholders in 2014.
Aker held NOK 362 million in liquid fund investments as of 31 December 2014, down from NOK 707 million in the previous year. The reduction was mainly due to NOK 362 million in redemptions from AAM Absolute Return Fund and a total underlying value increase of NOK 17 million.
The value of other public investments was NOK 1.5 billion as of 31 December 2014, down from NOK 1.6 billion in 2013. The value of Aker's investment in Aker Philadelphia Shipyard ("AKPS") fell to NOK 711 million, compared to NOK 1 017 million in 2013. The value of Aker's direct and indirect equity exposure to American Shipping Company ("AMSC") increased to NOK 765 million, compared to NOK 588 million in 2013.
In September 2014, Aker announced that it will be evaluating strategic alternatives for its two US Jones Act investments. As a major shareholder in both companies, Aker will work together with management and the board of directors of AMSC and AKPS to evaluate and execute potential strategic initiatives to maximise shareholder value. This could include M&A and financial restructuring of AMSC and AKPS, as well as assessing potential joint strategic alternatives for the two companies.
Aker's total exposure to real estate development (Fornebuporten) decreased by net NOK 502 million during the year to NOK 736 million as of 31 December 2014, following the divestment of the first phase development at Aberdeen International Business Park ("AIBP"). The transaction closed early November 2014 and resulted in a cash release to Aker of NOK 953 million, of which NOK 188 million was repayment of the receivable and NOK 20 million accrued interests on the same receivable.
Construction of the office buildings at Fornebuporten is progressing according to plan. At the end of 2014, the total leased area stood at approximately 55 600 square meters out of a total of 67 560 square meters. Subsequent to the year-end 2014, Fornebuporten has signed additional contracts for approximately 2 750 square meters. In 2014, Fornebuporten also presented its plans for a 120 000 square meter phase II development in the area for regulatory approval.
Other financial investments amounted to NOK 2.1 billion as of 31 December 2014, on par with levels as of 31 December 2013. Other financial investments consist of equity investments, internal and external receivables and other assets, of which the largest contributors are the investments in Align, Trygg Pharma, Setanta Energy and Ocean Harvest, in
addition to intangible, fixed and non-interest-bearing assets.
Net interest-bearing liabilities
Gross interest-bearing liabilities rose to NOK 6.7 billion, up from NOK 5.4 billion a year earlier, following the issuance of a senior unsecured bond of SEK 1.5 billion in January 2014, with maturity date in July 2019. Total loans at market terms to subsidiaries and associated companies were reduced to NOK 0.4 billion as at 31 December 2014, down from NOK 0.6 billion as at 31 December 2013. This is primarily due to the repayment of the NOK 188 million loan to Fornebuporten following the sale of the Aberdeen offices in 2014.
Net interest-bearing liabilities increased to NOK 3.4 billion as per year end 2014, up from NOK 2.3 billion as per end 2013.
Presentation of annual accounts
Aker ASA's consolidated group financial statements have been prepared and presented in accordance with International Financial Reporting Standards (IFRS), adopted by the EU. The financial statements of the parent company Aker ASA have been prepared and presented in accordance with the Norwegian Accounting Act and generally accepted accounting practices in Norway. In addition, a combined income statement and a combined balance sheet for Aker ASA and holding companies have been prepared. These have been prepared and presented in accordance with the Norwegian Accounting Act and generally accepted accounting practices in Norway to the extent they were deemed relevant.
The combined balance sheet of Aker ASA and holding companies is highlighted in Aker's internal and external reporting.
This combined balance sheet shows the aggregate financial position of the companies in the holding company structure, including total available liquidity and net debt relative to the investments in the underlying operational companies. NAV for Aker ASA and holding companies forms the basis for Aker ASA's dividend policy.
Going concern assumption
Pursuant to section 3-3a of the Norwegian Accounting Act, it is confirmed that the annual accounts have been prepared based on the assumption that Aker is a going concern and the Board confirms that this assumption continues to apply.
Group consolidated accounts
The main companies included in Aker's consolidated accounts are the following: Det norske, Aker Solutions, Akastor, Kvaerner, Ocean Yield, Aker BioMarine and Havfisk, which are all part of Aker's Industrial holdings. The most material other subsidiaries are Fornebuporten, Aker Philadelphia Shipyard, Norway Seafoods and Ocean Harvest.
As a consequence of the implementation of the new accounting standard for consolidation (IFRS 10 Consolidated Financial Statements), Aker Solutions, Akastor and Kvaerner are now considered as subsidiaries for accounting purposes. For more information about this change and the effects of the change, see note 3 to the consolidated financial statements.
Income statement
The Aker Group's revenues are largely attributable to the Industrial holdings companies and the subsidiaries in the Financial investments portfolio. Other companies have only modest revenues or they are
associated – or joint venture companies, for which Aker records its share of the companies' after-tax profit. The Aker group had operating revenues of NOK 70.8 billion in 2014, compared to NOK 61.4 billion a year prior. Total operating expenses came in at NOK 63.1 billion in 2014, compared to NOK 57.1 billion in 2013. Operating revenues mainly increased due to Det norske's acquisition of Marathon Oil Norway in the fourth quarter 2014, as well as generally higher activity levels in the companies within the Industrial holdings portfolio. The change in expenses is primarily as result of the generally higher activity level in the portfolio companies and the acquisition of Marathon Oil Norway.
Depreciation and amortisation in 2014 was NOK 3.6 billion, compared to NOK 2.7 billion a year prior. Impairment charges in 2014 amounted to NOK 4.1 billion, primarily due to impairment charges related to Marathon Oil Norway and the vessel AKOFS Seafarer. Net financial expenses were NOK 1.5 billion in 2014, compared NOK 0.9 billion in 2013. The increase in net financial expenses was primarily due to value changes related to the total return swap agreements in American Shipping Company.
Loss before tax came in at NOK 1.4 billion in 2014, compared to a loss before tax of NOK 0.3 billion in 2013. Tax expenses in 2014 were NOK 0.2 billion, resulting in a net loss from continuing operations of NOK 1.6 billion. In 2013, the tax expense was positive NOK 1.6 billion, resulting in profit from continuing operations for 2013 of NOK 1.3 billion.
Balance sheet
Total assets of the Aker Group amounted to NOK 128.9 billion as at 31 December 2014,
compared with NOK 93.7 billion as at yearend 2013. The increase is primarily due to Det norske's acquisition of Marathon Oil Norway in the fourth quarter of 2014. Total non-current assets were NOK 82.6 billion as at 31 December 2014, compared with NOK 50.4 billion at year-end 2013. The group's total intangible assets increased to NOK 30.9 billion as at 31 December 2014; the corresponding 2013 figure was NOK 17.3 billion. Of this, goodwill amounted to NOK 18.5 billion at year-end 2014, compared to NOK 9.8 billion as at 31 December 2013 primarily as a consequence of the acquisition of Marathon Oil Norway. Goodwill has been tested for impairment and NOK 2.9 billion in write-downs were made during 2014. Current assets were NOK 45.4 billion as at 31 December 2014, up from NOK 38.9 billion from the year prior.
Current liabilities amounted to NOK 40.5 billion and long-term liabilities totalled NOK 56.9 billion at year-end 2014; the corresponding 2013 figures were NOK 32.2 billion and NOK 31.9 billion, respectively. The group's interest-bearing debt amounted to NOK 43.8 billion as at 31 December 2014, compared with NOK 30.8 billion at year-end 2013. The NOK 13 billion increase in interest-bearing debt is primarily due to Det norske raising its debt by NOK 12 billion, Ocean Yield by NOK 2.1 billion and Aker ASA and holding companies by NOK 1.4 billion. The increase was partly offset by the NOK 4.0 billion repayment in Akastor/Old Aker Solutions. Interest-bearing debt as at year-end 2014 included secured loans of NOK 25.8 billion and unsecured loans and other interest-bearing liabilities of NOK 18.0 billion.
The group's equity ratio was 24 per cent at year-end 2014, compared to 30 per cent at the end of 2013.
Cash flow statement
As at 31 December 2014, the group had cash of NOK 12.0 billion, up from NOK 9.7 billion in 2013.
The group's net cash flow from operations amounted to NOK 5.3 billion in 2014, down from NOK 5.7 billion in 2013. In 2014, the NOK 2.4 billion difference between operating profit before depreciation and amortisation and net cash flow from operations is largely attributable to NOK 1.7 billion in net interest paid and NOK 1.3 billion in tax reimbursements tied to exploration on the NCS and expensed exploration costs linked to dry wells previously capitalised at NOK 0.6 billion. In addition, taxes paid and increased working capital contributed with NOK 1.4 billion and NOK 1.3 billion, respectively. The Aker Group received NOK 0.6 billion in dividend payments from its associates and joint ventures in 2014, down from NOK 0.7 billion in 2013.
Net cash flow from investment activities were minus NOK 13.3 billion in 2014, compared to minus NOK 11.0 billion in 2013. Cash flow for 2014 comprises mainly investments in Marathon Oil Norway NOK 10 billion, fields under development at NOK 3.7 billion, capitalised oil and gas exploration expenses of NOK 1.0 billion, acquisition and investments related to acquisition and construction of vessels for NOK 2.7 billion. Disposals of shares, property, plant and equipment and subsidiary totalled NOK 7.8 billion.
Net cash flow from financing activities amounted to NOK 9.2 billion in 2014, compared to NOK 7.1 billion in 2013. Cash flow for the year from financing activities is largely attributable to a net increase in debt of NOK 9.5 billion, dividend disbursement of NOK 2.2 billion and new equity in subsidiary companies of NOK 1.9 billion. Dividend is composed of NOK 0.9 billion to
Aker ASA's shareholders and NOK 1.2 billion to non-controlling shareholders.
Aker ASA
The parent company Aker ASA had a loss for the year of NOK 4.7 billion, compared with a loss of NOK 0.4 billion in 2013. The 2014 loss is primarily attributable to the negative development in the share investments in Aker Solutions, Akastor, Kvaerner and Det norske, which was partly compensated by dividends received. Exchangelisted shares are recorded in the balance sheet at the lower of market value and cost price. Market values for Ocean Yield and Havfisk are higher than cost and this year's positive value change does not affect the financial statements.
Information on salary and other remuneration to executive management and compensation guidelines is presented in Note 36 in the consolidated financial statements.
Assets totalled NOK 26.8 billion as at 31 December 2014, compared with NOK 31.6 billion at year-end 2013. The decrease is primarily attributable to changes in the value of the share portfolio. Equity amounted to NOK 12.2 billion at the end of 2014, compared with NOK 17.7 billion as at 31 December 2013. This results in an equity ratio of 46 per cent at the end of 2014.
Research and development
The parent company had no research and development activities in 2014. Group R&D activities are presented in the annual reports of the respective operating subsidiaries.
Aker ASA and holding companies Combined income statement
The combined profit and loss account for Aker ASA and holding companies (Aker)
shows a pre-tax loss of NOK 1.3 billion for 2014. The corresponding 2013 figure was a profit of NOK 0.8 billion. Operating revenues were nil in 2014, same as in the previous year. Operating expenses amounted to NOK 223 million in 2014, compared with NOK 236 million in 2013. Ordinary depreciation was NOK 15 million, on par with 2013 levels.
Net other financial items (including dividend received but excluding value changes) amounted to NOK 354 million in 2014, down from NOK 822 million a year prior. Dividends received amounted to NOK 844 million, while net interest income, write-downs on receivables and other provisions amounted to minus NOK 490 million. The net value change on shares amounted to minus NOK 1.4 billion. This is largely due to the decreased value in Aker's holdings in Det norske, as well as Aker's direct holdings in Aker Solutions and Akastor. Tax expense for the year amounted to NOK 6 million.
Gross assets
The value-adjusted assets of Aker ASA and holding companies were NOK 24.9 billion as at 31 December 2014. The corresponding 2013 figure was NOK 29.8 billion.
The value of Aker's Industrial holdings was NOK 17.4 billion as at 31 December 2014, compared with NOK 21.6 billion at year-end 2013. The change is attributable to a number of transactions and portfolio value development, discussed above in the Industrial holdings section of the board of directors' report.
The value of Aker's Financial investments amounted to NOK 7.6 billion as of year-end 2014, compared with NOK 8.1 billion as at 31 December 2013. Cash increased from NOK 2.5 billion to NOK 2.9 billion in 2014. Aggregate lending on market terms to Aker subsidiaries and associated companies decreased from NOK 0.6 billion at year-end 2013 to NOK 0.4 billion as at 31 December 2014. The changes are discussed in the Financial investments section above in the board of directors' report.
Debt and net asset value
Gross interest-bearing debt amounted to NOK 6.7 billion as at 31 December 2014, up from NOK 5.4 billion a year earlier.
NAV and cash holdings are key performance indicators at Aker and play an important role in assessing Aker's financial position. The company's dividend policy is based on the NAV of Aker.
Aker's NAV as at 31 December 2014 was NOK 17.7 billion, compared with NOK 24.0 billion at year-end 2013. In calculating NAV, the market value for exchange-listed shares is applied. At Converto Capital Fund, the value of the unlisted shares for the Align and Ocean Harvest companies is measured based on the valuation principles in "International Private Equity and Venture Capital Valuation Guidelines." Book value is used for other assets.
Management model and corporate governance
Aker's principal shareholder TRG, through its main owner Kjell Inge Røkke, participates actively in Aker's development. Mr. Røkke is Aker's Chairman of the Board and constitutes, along with the company's President and CEO, and CFO Aker ASA's top management.
Aker is a public limited company organised under Norwegian law with a governance structure based on Norwegian corporate law. The company's corporate governance model has been designed to provide
"Aker's goal is to be an attractive employer and a preferred partner for business associates, as well as a well-respected member of society."
a foundation for long-term value creation and to ensure good control mechanisms.
The board of directors has approved the Code of Conduct, which applies to all employees, as well as to board members, hired personnel and others acting on behalf of Aker. The code addresses compliance with laws and other matters such as handling of conflicts of interest, a commitment to equal opportunities for all employees and compliance with anti-corruption legislation.
Aker follows the Norwegian Code of Practice for Corporate Governance of October 2014. The company's practice largely complies with the Code's recommendations. Reference is made to the report on corporate governance. The report is available on the company's website: www.akerasa.com.
Business and society
Aker's goal is to be an attractive employer and a preferred partner for business associates, as well as a well-respected member of society. Aker's most important contribution to society is to create value and build forwardlooking companies that operate in environmentally, ethically and socially responsible manners. Profitability is an important factor in achieving these objectives.
As a significant shareholder in many companies, Aker works to promote responsible businesses that are committed to sustainable economic development and high standards of corporate and social responsibility. The operations of the parent company Aker ASA have negligible effect on the external environment.
The Aker Group's operating companies report individually on their impact on the external environment. The new section 3-3c in the Norwegian Accounting Act requires that as of 1 June 2013, large companies account for their efforts to integrate corporate social responsibility in their business strategies and day-to–day operations. Aker ASA has complied with this requirement in a separate document approved by the board of directors and published on its website under "Corporate Responsibility in Aker". The assessment encompasses Aker ASA and subsidiaries consolidated into the Group accounts.
Our employees
Aker ASA had a total of 47 employees as at 31 December 2014. The company supports diversity and prioritises equal treatment of men and women, ethnic minorities, seniors, and individuals with disabilities. Of the company's employees, 22 were women (47 per cent). The company endeavours to provide flexible working conditions so that Aker employment offers opportunities for a good work-life balance through every career phase.
As at 31 December 2014, the number of employees in companies where Aker directly or indirectly was the main shareholder, totalled approximately 29 000 (not including hired-ins), of about 15 700 worked in Norway.
"Employee representatives participate in key decision-making processes, including through board representation."
About 22 per cent of Aker Group employees are women. Many companies in which Aker has a major shareholding are cornerstones of their local communities that recruit locally and play an important role in integrating non-ethnic Norwegians into society.
Aker has an international framework agreement with Norwegian United Federation of Trade Unions (Fellesforbundet), IndustriALL Global Union, NITO and Tekna. The international framework agreement sets out fundamental labour rights and contains references to standards relating to environment, health and safety (EHS) work, pay, working time and employment conditions. The agreement commits Aker to respect and support fundamental human rights and union rights in the societies in which the company operates. These principles are delineated in the United Nations' Universal Declaration of Human Rights, OECD guidelines for multinational corporations, and the ILO's Declaration on Fundamental Principles and Rights at Work.
For generations, Aker has cooperated closely with employee organisations. Employee representatives participate in key decision-making processes, including through board representation. Aker ASA has partnered with its employees and those of its relevant operating companies to establish a European Works Council. In addition, the company's Norwegian trade unions hold annual union representatives' conferences and maintain working committees at each main company.
Aker meets Norwegian regulations with respect to gender representation on the boards of directors. Through dialogue with nomination committee members and its voting at general shareholders' meetings, Aker seeks to ensure that companies owned by Aker adhere to the same standards.
The sick-leave rate among Aker employees was at 2.4 per cent in 2014, which corresponds to 288 sick-leave days. This compares to 3.4 per cent in 2013. The corresponding figure for sick-leave in the Aker Group was 3.0 per cent in 2014, compared to 2.8 per cent in 2013.
There were 104 reported accidents that led to absence from work at the Aker Group in 2014, compared with 112 such accidents in 2013. Accidents are described in the reports of the operating entities.
Board activities
The board of directors held four meetings in 2014 with an average attendance of 95 per cent. The audit committee held six meetings.
Chairman Kjell Inge Røkke, Deputy Chairman Finn Berg Jacobsen and Leif O. Høegh were re-elected as board members for two years at Aker's annual general meeting held on 11 April 2014.
Allocation of profit and dividend in Aker ASA
The board of directors has proposed for approval at the annual general meeting an ordinary dividend of NOK 10 per share for 2014, of which half would be with optional settlement in new Aker shares at a 10 per cent discount. The proposed dividend corresponds to approximately 4.1 per cent of NAV, which is at the highest end of the range of Aker's dividend policy. When deciding the annual dividend level, the board of directors take into consideration expected cash flows, financing requirements and needs for appropriate financial flexibility. In 2013, the ordinary dividend was NOK 13 per share, an aggregate total of NOK 0.9 billion.
Transfer from other equity amounts to NOK 5.4 billion to cover loss for the year and NOK 0.7 billion in proposed dividend.
Key events after the 31 December 2014 balance sheet date
On 13 February 2015, Det norske, together with its partners, submitted the Plan for Development and Operation for the Johan Sverdrup field. The partnership, consisting of Statoil, Lundin Norway, Petoro, Det norske and Maersk Oil, recommended Statoil as the operator for the field. Det norske did not succeed in reaching an agreement about the unitisation with the other partners. Thus, the Ministry of Petroleum and Energy will to conclude on the final unitisation of Johan Sverdrup. Until this conclusion is made, the Ministry decided that Statoil's recommendation will be used as a basis: Statoil 40.0267 per cent, Lundin Norway 22.12 per cent, Petoro 17.84 per cent, Det norske 11.8933 per cent and Maersk Oil 8.12 per cent.
Financial and risk management
Aker has a long-standing tradition of industrial risk taking. The company has evolved with the economic cycles and its strategy
has adapted to market changes and company-specific issues in its portfolio. As presented in their respective notes to the financial statements, Aker ASA, the Aker Group, and Aker ASA and holding companies are exposed to share price risk, oil price, currency and interest rate risk, market risk, credit risk, and operational risk at the underlying company level.
Risk management in Aker is based on the principle that risk evaluation is an integral part of all business activities. Consequently, management of operational risk lies primarily with the underlying operating companies, but Aker actively supervises risk management through its participation on the board of directors of each company.
Aker's main strategy for mitigating risk related to short-term value fluctuations is to maintain a solid financial position and strong creditworthiness. Aker has established clear financial guidelines that further regulate monitoring and follow-up of financial risk issues. Key performance targets have been identified and are monitored closely. A finance committee has been appointed to focus particularly on issues and decisions related to financial investments. For further information on the company's risk management, see the report on corporate governance available on the company's website.
Financial market exposures, including currency, interest, and liquidity risks, are discussed in greater detail in Note 6 in the consolidated financial statements.
Risks
Aker ASA and each Aker company are exposed to various forms of market, operational, and financial risks. Rather than diversifying risk by spreading investments across many different industries, Aker is
focused on sectors in which the company possesses special expertise. The company has established a model for risk management, based upon identifying, assessing and monitoring major financial, strategic and operational risks in each business segment, drawing up contingency plans for those risks and attending to the implementation and supervision. The identified risks and how they are managed are reported to the Aker Board on a regular basis. Aker continuously work to improve its risk management process.
The main risks that Aker ASA and holding companies are exposed to are related to the value changes of the listed assets due to market price fluctuations, and unexpected developments in the companies' capital expenditures. The development of the global economy, and energy prices in particular, as well as currency fluctuations, are important variables in assessing nearterm market fluctuations.
The companies in Aker's Industrial holdings are, like Aker, exposed to commercial risks, financial risks and market risks. In
addition these companies, through their business activities within their respective sectors, are also exposed to legal/regulatory and political risks, for example political decisions on petroleum taxes and environmental regulations.
In 2014, the oil price decreased significantly resulting in increased uncertainty in the oil and gas sector. The lower oil price led to an impairment charge in Det norske and the company reported an equity ratio of 12.1 per cent at the end of 2014. This increases the funding risk for the company.
For further information on the Aker's risk management, see the report on corporate governance available on the company's website.
Outlook
Investments in listed shares comprised some 70 per cent of the company's assets as at 31 December 2014. About 45 per cent of Aker's asset value was associated with the oil and gas sector. Maritime assets represented 21 per cent, seafood and marine biotechnology 13 per cent, cash
and liquid fund investments 13 per cent, real estate development 3 per cent, while other assets amounted to 5 per cent. Growth of Aker's NAV will thus be influenced by fluctuations in commodity prices, omega-3 prices, foreign currencies and developments on the Oslo Stock Exchange.
The recent decline in offshore exploration and production spending, driven by E&P companies' increased focus on capital discipline and free cash flow, combined with a significant drop in oil prices, have resulted in less market visibility and considerably more uncertainty in the oil and gas sector short to medium term. As a result, Aker is preparing for a period with lower and more volatile oil prices. Globally, Aker forecasts continued long-term growth, mainly driven by the subsea and deepwater market segments. Aker therefore has a positive long-term view on the E&P and offshore oil services sectors, while acknowledging the short to medium term slowdown in activity, marked by delayed or cancelled investment decisions, greater
focus on cost-effective solutions and intensified competition.
The market for white fish continues to improve, led by solid demand for cod, and the biomass availability for white fish is expected to remain good. The sales of omega-3 ingredients to the human market are still influenced by a soft market sentiment, while demand in the animal feed ingredient segment is developing favourably.
Aker's strong balance sheet ensures that the company is capable of responding to unforeseen operational challenges and short-term market fluctuations. The reduction in proposed dividend, though at the highest end of the dividend policy range, is also a measure to further strengthening Aker's financial flexibility in more volatile markets. As an industrial investment company, Aker will use its resources and competences primarily to promote and support the development of the companies in its portfolio, but also to consider new investment opportunities within the current sectors it is exposed to.
Oslo, 20 March 2015 Aker ASA
Kjell Inge Røkke (sign.) Finn Berg Jacobsen (sign.) Stine Bosse (sign.) Karen Simon (sign.) Kristin Krohn Devold (sign.) Leif O. Høegh (sign.) Chairman Deputy chairman Director Director Director Director
Director Director Director Director President and CEO
Atle Tranøy (sign.) Arnfinn Stensø (sign.) Nina Hanssen (sign.) Tommy Angeltveit (sign.) Øyvind Eriksen (sign.)
Contents – Annual accounts
Aker group
| Income statement and total | ||
|---|---|---|
| comprehensive income | 37 | |
| Balance sheet at 31 December | 38 | |
| Consolidated statement of | ||
| changes in equity | 39 | |
| Cash flow statement Notes to the financial statemets |
40 41 |
|
| Note 1 | Corporate information | 41 |
| Note 2 | Basis for preparation | 41 |
| Note 3 | Changes in accounting policies | 42 |
| Note 4 | New standards and interpretations not yet adopted |
46 |
| Note 5 | Accounting principles | 46 |
| Note 6 | Financial risk and exposure | 54 |
| Note 7 | Acquisition of subsidiaries and transactions with minority interests |
58 |
| Note 8 | Sale of subsidiaries and discontinued operations |
60 |
| Note 9 | Operating segments and significant subsidiaries |
62 |
| Note 10 | Operating revenue | 67 |
| Note 11 | Wages, personnel expenses and other operating expenses |
68 |
| Note 12 | Impairment changes and non recurring items |
70 |
| Note 13 | Financial income and financial expenses |
71 |
| Note 14 | Tax | 72 |
| Note 15 | Property, Plant and Equipment | 75 |
| Note 16 | Intangible assets | 78 |
| Note 17 | Investments in associates and joint ventures |
84 |
| Note 18 | Other shares and funds | 87 |
| Note 19 | Financial interest-bearing assets | 88 |
| Note 20 | Other non-current assets | 89 |
| Note 21 | Inventory and biological assets | 89 |
| Note 22 | Trade and other short-term interest-free receivables |
89 |
| Note 23 | Cash and cash equivalents | 89 |
| Note 24 | Earnings per share and dividend per share and paid-in equity |
90 |
|---|---|---|
| Note 25 | Minority interests | 91 |
| Note 26 | Other comprehensive income | 92 |
| Note 27 | Interest-bearing loans and liabilities |
93 |
| Note 28 | Pension expenses and pension liabilities |
98 |
| Note 29 | Other interest-free long-term liabilities |
100 |
| Note 30 | Provisions | 100 |
| Note 31 | Mortgage and guarantee liabilities |
101 |
| Note 32 | Trade and other payables | 101 |
| Note 33 | Financial instruments | 102 |
| Note 34 | Contingencies and legal claims | 103 |
| Note 35 | Transactions and agreements with related parties |
104 |
| Note 36 | Salary and other remuneration to the board of directors, nomination committee, CEO and other senior executive at Aker ASA |
105 |
| Note 37 | Shares owned by the Board of Directors, CEO and other employees in the Executive team |
106 |
| Note 38 | Classification of reserves and contingent resources (unaudited) |
107 |
| Note 39 | Events after the balance sheet date |
109 |
Aker ASA
| Contents – Aker ASA Income statement Balance sheet as at 31 December Cash flow statement Notes to the financial statements |
110 111 112 113 |
|
|---|---|---|
| for Aker ASA | 114 | |
| Note 1 | Accounting principles | 114 |
| Note 2 | Salaries and other personnel expenses |
115 |
| Note 3 | Gain/loss on sale of shares | 116 |
| Note 4 | Fixed operating assets | 116 |
| Note 5 | Shares in subsidiaries | 117 |
| Note 6 | Investments in associates, joint ventures and other long-term investments in shares |
117 |
| Note 7 | Receivables and other long-term financial assets |
118 |
| Note 8 | Reversal/impairment of shares, receivables, etc. |
118 |
| Note 9 | Cash and cash equivalents | 118 |
| Note 10 | Shareholders' equity | 119 |
| Note 11 | Deferred tax | 120 |
| Note 12 | Pension cost and pension liabilities |
120 |
| Note 13 | Debt and other liabilities to subsidiaries |
121 |
| Note 14 | External debt and other liabilities | 122 |
| Note 15 | Mortgages and guarantee | 122 |
| Note 16 | Financial market risk | 123 |
| Note 17 | Shares owned by board members/executives |
123 |
| Note 18 | Salary and other remuneration to the Board of Directors, nomination committee, the President and CEO, and other senior executives in Aker ASA |
123 |
| Note 19 | Legal disputes and contingent liabilities |
123 |
| Note 20 | Events after the balance sheet date |
123 |
| Directors' responsibility statement Independent auditor's report |
124 125 |
Aker ASA and holding companies
| 31 December | |
|---|---|
| Notes to the financial statements for Aker ASA and holding companies |
|
| Note 1 | Accounting principles and basis for preparation |
| Note 2 | Non-recurring operating items |
| Note 3 | Dividends received |
| Note 4 | Other financial items |
| Note 5 | Value changes |
| Note 6 | Tax |
| Note 7 | Long-term equity investments |
| Note 8 | Interest-free long-term receivables and other |
| Note 9 | Other interest-bearing current assets and long-term receivables |
| Note 10 | Cash and cash equivalents |
| Note 11 | Equity |
| Note 12 | Interest-free debt and liabilities |
| Note 13 | Interest-bearing debt |
| Note 14 | Risk |
Income statement and total comprehensive income
Income statement
| Amounts in NOK million | Note | 2014 | 2013 restated* |
|---|---|---|---|
| Continuing operations | |||
| Operating revenue | 9, 10 | 70 782 | 61 382 |
| Cost of goods and changes in inventory | (31 744) | (30 330) | |
| Wages and other personnel expenses | 11 | (19 802) | (17 844) |
| Other operating expenses | 11 | (11 512) | (8 925) |
| Operating profit before depreciation and amortisation | 9 | 7 725 | 4 283 |
| Depreciation and amortisation | 15, 16 | (3 594) |
(2 722) |
| Impairment changes and other non-recurring items | 12, 15, 16 | (4 091) |
(1 218) |
| Operating profit | 9 | 39 | 343 |
| Financial income | 13 | 1 401 |
964 |
| Financial expenses | 13 | (2 879) |
(1 831) |
| Share of profit of associated companies | 17 | (3) | 177 |
| Profit before tax | 9 | (1 442) |
(347) |
| Income tax expense | 14 | (187) | 1 613 |
| Profit for the year continued operations | 9 | (1 629) |
1 266 |
| Discontinued operations | |||
| Profit for the period from discontinued operations net of tax | 8 | 2 650 |
468 |
| Result for the year | 1 021 |
1 734 |
|
| Attributable to: | |||
| Equity holders of the parent | (39) | 759 | |
| Minority interests | 25 | 1 060 |
975 |
| Result for the year | 1 021 |
1 734 |
|
| Average number of shares | 24 | 72 335 746 |
72 320 121 |
| Earnings per share 1) | 24 | ||
| Earnings per share continuing business Earnings per share discontinued business |
(12.69) 12.15 |
8.64 1.85 |
|
| Earnings per share | (0.54) | 10.49 | |
1) Profit attributable to equity holders of the parent/average number of shares.
**) Comparative figures for 2013 have been restated following the adoption of IFRS 10 - see note 3.
Unless otherwise stated, the 2013 references in this annual report refer to the restated 2013 figures.
Total comprehensive income
| Amounts in NOK million | Note | 2014 | 2013 restated* |
|---|---|---|---|
| Result for the year | 1 021 |
1 734 |
|
| Other comprehensive income, net of income tax Items that will not be reclassified to income statement: Defined benefit plan actuarial gains (losses) Defined benefit plan actuarial gains (losses) in associates and joint ventures |
28 | (364) - |
(6) 3 |
| Items that will not be reclassified to income statement | (364) | (3) | |
| Items that subsequently may be reclassified to income statement: Changes in fair value of available for sale financial assets Changes in fair value of cash flow hedges Reclassified to profit or loss: changes in fair value of available-for-sale financial assets, translation and cash flow hedges |
(81) (1 823) 418 |
395 351 (227) |
|
| Currency translation differences Changes in other comprehensive income associates and joint ventures |
4 099 47 |
1 508 - |
|
| Items that subsequently may be reclassified to income statement |
2 660 |
2 027 |
|
| Change in other comprehensive income, net of tax | 13, 14, 26 | 2 296 |
2 024 |
| Total comprehensive income for the year | 3 316 |
3 757 |
|
| Attributable to: Equity holders of the parent Minority interests |
1 163 2 154 |
1 714 2 043 |
|
| Total comprehensive income for the year | 3 316 |
3 757 |
Balance sheet at 31 December
| 1 january | ||||
|---|---|---|---|---|
| Amounts in NOK million | Note | 2014 | 2013 restated* |
2013 restated* |
| ASSETS | ||||
| Property, plant and equipment | 15 | 45 901 |
25 874 |
23 167 |
| Intangible assets | 16 | 30 850 |
17 289 |
16 254 |
| Deferred tax assets | 14 | 912 | 2 082 |
1 256 |
| Investment in equity accounted companies | 17 | 1 502 |
1 321 |
1 119 |
| Other shares and funds | 18 | 1 267 |
1 491 |
1 363 |
| Interest-bearing long-term receivables | 6.19 | 1 809 |
2 066 |
2 206 |
| Pension assets | 28 | 4 | 18 | 27 |
| Other non-current assets | 20 | 356 | 247 | 278 |
| Total non-current assets | 82 600 |
50 389 |
45 670 |
|
| Inventories | 21 | 3 222 |
2 880 |
2 798 |
| Trade receivables and other interest-free receivables | 22 | 26 021 |
22 197 |
20 440 |
| Calculated tax receivable | 14 | 185 | 1 647 |
1 442 |
| Derivatives | 33 | 3 391 |
1 556 |
466 |
| Interest-bearing short-term receivables | 19 | 588 | 934 | 449 |
| Cash and cash equivalents | 6.23 | 12 000 |
9 724 |
7 754 |
| Total current assets | 45 406 |
38 938 |
33 349 |
|
| Assets classified as held for sale | 8 | 906 | 4 417 |
- |
| Total assets | 9 | 128 912 |
93 743 |
79 019 |
**) Comparative figures for 2013 have been restated following the adoption of IFRS 10 - see note 3. Unless otherwise stated, the 2013 references in this annual report refer to the restated 2013 figures.
| 1 January | ||||
|---|---|---|---|---|
| Amounts in NOK million | Note | 2014 | 2013 restated* |
2013 restated* |
| EQUITY AND LIABILITIES | ||||
| Share capital | 24 | 2 026 |
2 026 |
2 026 |
| Own shares | (1) | (1) | (25) | |
| Total paid-in capital | 24 | 2 026 |
2 025 |
2 001 |
| Translation and other reserves | 26 | 1 790 |
401 | (565) |
| Retained earnings | 4 908 |
6 167 |
7 073 |
|
| Total equity attributable to equity holders of the parent | 8 723 |
8 593 |
8 509 |
|
| Minority interests | 25 | 22 669 |
19 910 |
19 122 |
| Total equity | 31 392 |
28 503 |
27 631 |
|
| Interest-bearing loans | 6, 27 | 38 918 |
25 214 |
18 416 |
| Deferred tax liabilities | 14 | 11 845 |
3 554 |
3 481 |
| Pension liabilities | 28 | 1 555 |
1 178 |
1 239 |
| Other interest-free long-term liabilities | 29 | 732 | 995 | 1 049 |
| Non-current provisions | 30 | 3 899 |
941 | 926 |
| Total non-current liabilities | 56 949 |
31 881 |
25 111 |
|
| Interest-bearing short-term debt | 6.27 | 4 898 |
5 564 |
3 299 |
| Trade and other payables | 32 | 27 550 |
23 894 |
20 965 |
| Income tax payable | 14 | 1 877 |
227 | 108 |
| Derivatives | 33 | 5 041 |
987 | 367 |
| Current provisions | 30 | 1 154 |
1 512 |
1 538 |
| Total current liabilities | 40 521 |
32 184 |
26 277 |
|
| Total liabilities | 97 470 |
64 065 |
51 388 |
|
| Liabilities classified as held for sale | 8 | 51 | 1 176 |
- |
| Total equity and liabilities | 9 | 128 912 |
93 743 |
79 019 |
Oslo, 20 March 2015 Aker ASA
Kjell Inge Røkke (sign.) Finn Berg Jacobsen (sign.) Stine Bosse (sign.) Karen Simon (sign.) Kristin Krohn Devold (sign.) Leif O. Høegh (sign.)
Chairman Deputy chairman Director Director Director Director
Atle Tranøy (sign.) Arnfinn Stensø (sign.) Nina Hanssen (sign.) Tommy Angeltveit (sign.) Øyvind Eriksen (sign.) Director Director Director Director President and CEO
Consolidated statement of changes in equity
| Total paid | Translation | Fair value | Hedging | Total translation and other |
Retained | Total equity of equity holders of |
Minority | Total | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Note | in capital | reserve | reserves | reserves | reserves | earnings | the parent | interests | equity |
| Balance as at 31 December 2012 - as previously reported | 2 001 |
(758) | 207 | (14) | (565) | 8 024 |
9 460 |
9 350 |
18 810 |
|
| Impact of changes in accounting policies *) | - | - | - | - | - | (951) | (951) | 9 772 |
8 821 |
|
| Balance as at 1 January 2013 - restated | 24-26 | 2 001 |
(758) | 207 | (14) | (565) | 7 073 |
8 509 |
19 122 |
27 631 |
| Profit for the year 2013 | - | 759 | 759 | 975 | 1 734 |
|||||
| Other comprehensive income | 26 | - | 674 | 202 | 90 | 966 | (11) | 955 | 1 069 |
2 024 |
| Total comprehensive income | - | 674 | 202 | 90 | 966 | 748 | 1 714 |
2 043 |
3 757 |
|
| Dividends | - | - | (868) | (868) | (1 078) |
(1 946) |
||||
| Own shares | 1 | - | 3 | 4 | - | 4 | ||||
| Share-based payment transactions | - | - | (6) | (6) | - | (6) | ||||
| Subsidiary companies' acquisition and sale of own shares | - | - | 34 | 34 | 43 | 77 | ||||
| Total contributions and distributions | 1 | - | - | - | - | (837) | (836) | (1 035) |
(1 871) |
|
| New minority, acquisition and sale of minority | 7, 25 | 23 | - | (795) | (772) | (1 080) |
(1 852) |
|||
| Issuance of shares in subsidiary | 25 | - | - | (22) | (22) | 898 | 877 | |||
| Total changes in ownership without a change of control | 23 | - | - | - | - | (817) | (793) | (181) | (975) | |
| Downward sale of shares in subsidiaries | - | - | - | (41) | (41) | |||||
| Balance as at 31 December 2013 | 24-26 | 2 025 |
(84) | 409 | 76 | 401 | 6 167 |
8 593 |
19 910 |
28 503 |
| Profit for the year 2014 | - | (39) | (39) | 1 060 |
1 021 |
|||||
| Other comprehensive income | - | 1 995 |
(209) | (397) | 1 389 |
(187) | 1 202 |
1 094 |
2 296 |
|
| Total comprehensive income | - | 1 995 |
(209) | (397) | 1 389 |
(226) | 1 163 |
2 154 |
3 316 |
|
| Dividends | - | (940) | (940) | (1 211) |
(2 151) |
|||||
| Own shares | - | - | 4 | 5 | - | 5 | ||||
| Subsidiary companies' acquisition and sale of own shares | - | (63) | (63) | (99) | (162) | |||||
| Total contributions and distributions | - | - | - | - | - | (999) | (998) | (1 310) |
(2 308) |
|
| New minority, acquisition and sale of minority | 7, 25 | - | - | (27) | (27) | (41) | (67) | |||
| Issuance of shares in subsidiary | 25 | - | (8) | (8) | 1 956 |
1 948 |
||||
| Total changes in ownership without change of control | - | - | - | - | - | (35) | (35) | 1 915 |
1 881 |
|
| Balance as at 31 December 2014 | 24-26 | 2 026 |
1 911 |
200 | (321) | 1 790 |
4 908 |
8 723 |
22 669 |
31 392 |
**) Comparative figures for 2013 have been restated following the adoption of IFRS 10 - see note 3.
Unless otherwise stated, the 2013 references in this annual report refer to the restated 2013 figures.
Cash flow statement
| Amounts in NOK million | Note | 2014 | 2013 |
|---|---|---|---|
| Profit before tax | (1 442) | (347) | |
| Net interest expenses (+) | 13 | 1 529 | 1 342 |
| Sales losses/gains (-) and write-downs | 10, 12 | 3 825 | 1 098 |
| Unrealised foreign exchange gain/loss and other non-cash items | 13 | 37 | (671) |
| Depreciation and amortisation | 15, 16 | 3 594 | 2 722 |
| Share of earnings in associated and joint venture companies | 17 | (342) | (540) |
| Dividend received from associated and joint venture companies | 17 | 600 | 681 |
| Expensed dry wells previously capitalised | 16 | 624 | 1 151 |
| Changes in other net operating assets and liabilities | 32 | (1 299) | 1 003 |
| Cash flow from operating activities before interest and tax | 7 125 | 6 439 |
|
| Interest paid | 13 | (1 985) |
(1 726) |
| Interest received | 13 | 275 | 276 |
| Taxes refunded | 14 | 1 309 |
1 318 |
| Taxes paid | 14 | (1 417) |
(571) |
| Net cash flow from operating activities | 9 | 5 306 |
5 735 |
| Proceeds from sales of property, plant and equipment | 15 | 237 | 1 341 |
| Proceeds from sales of shares and other equity investments | 17, 18 | 528 | 308 |
| Disposals of subsidiaries, net of cash disposed | 8 | 7 071 |
4 |
| Acquisition of subsidiaries, net of cash acquired | 7 | (10 228) |
(3 141) |
| Acquisitions of property, plant and equipment | 15, 16 | (11 299) |
(9 608) |
| Acquisitions of shares and equity investments in other companies | 17, 18 | (187) | (135) |
| Net cash flow from other investments | 19 | 541 | 222 |
| Net cash flow from investing activities | 9 | (13 336) |
(11 009) |
| Proceeds from issue of interest-bearing debt | 27 | 28 532 |
14 733 |
| Repayment of interest-bearing debt | 27 | (19 012) |
(6 625) |
| Net repayment and issue of interest-bearing debt | 9 520 |
8 108 |
|
| New equity | 25 | 1 940 |
878 |
| Own shares | 24, 25 | (157) | 81 |
| Dividends paid | 24, 25 | (2 151) |
(1 946) |
| Net cash flow from transactions with owners | (368) | (988) | |
| Net cash flow from financing activities | 9 | 9 152 |
7 120 |
| Net change in cash and cash equivalents | 1 122 |
1 846 |
|
| Effects of changes in exchange rates on cash | 1 154 |
125 | |
| Cash and cash equivalents as at 1 January | 9 724 |
7 754 |
|
| Cash and cash equivalents as at 31 December | 23 | 12 000 |
9 724 |
**) Comparative figures for 2013 have been restated following the adoption of IFRS 10 - see note 3. Unless otherwise stated, the 2013 references in this annual report refer to the restated 2013 figures.
Notes to the financial statemets
Note 1 Corporate information
Aker ASA is a Norwegian company, domiciled in Norway. Aker's 2014 consolidated financial statements include the financial statements of the parent company, Aker ASA, its subsidiaries, and interests in associated companies and jointly controlled entities.
As a consequence of the implementation of IFRS
Note 2 Basis for preparation
2.1. Statement of compliance
Aker has prepared its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) and associated interpretations as determined by the EU as at 31 December 2014 and Norwegian disclosure requirements pursuant to the Norwegian accounting act as at 31 December 2014.
The consolidated financial statements have been prepared on a historical cost basis, with a few exceptions described in section 2.5.
The consolidated financial statements for the 2014 accounting year were approved by the Board of directors on 20 March 2015. The annual accounts will be submitted to Aker's annual general meeting on 17 April 2015 for final approval.
2.2. Functional currency and presentation currency
The consolidated financial statements are presented Norwegian kroner and in millions (NOK million). The Norwegian krone (NOK) is the functional currency of the parent company. As a result of rounding differences, amounts and percentages may not add up to the total.
2.3. Use of estimates and assumptions
The preparation of annual financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect both the application of accounting principles and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from amounts arrived at based on these assumptions. Estimates and underlying assumptions are reviewed and assessed on an on-going basis, and
are based on historical experience, consultations with experts, trends and other methods which management considers reasonable under the circumstances. Changes to accounting estimates are recognised in the period in which the estimates are revised and in any future periods that are affected.
10, Aker Solutions, Akastor and Kvaerner are now included as subsidiaries. Comparative figures have been changed accordingly. Unless otherwise stated, any reference to 2013 figures refers to the restated figures. See more about the change in note 3. Aker ASA is listed on the Oslo stock exchange
Areas in which, in applying the group's accounting principles, there tends to be uncertainty as to material estimations and critical assumptions and assessments, are described in the following paragraphs and in relevant notes to the accounts. Estimates and their underlying assumptions are assessed continuously. The group's operational companies operate in different markets, and are thus affected differently by the uncertainties that characterise the different markets at year-end.
(a) Consolidation
with the ticker "AKER".
Assessment whether the Group has control over an investee. See note 3 and 9.
(b) Revenue recognition
The percentage-of-completion method is used to account for construction contracts. This method requires estimates of the final revenue and costs of the contract, as well as measurement of progress achieved to date as a proportion of the total work to be performed.
For contract revenue, there are uncertainties related to recoverable amounts from variation orders, claims and incentive payments. These are recognised when it is deemed probable that they will result in reliably measurable revenues. This assessment is adjusted by management's evaluation of liquidated damages to be imposed by customers typically relating to contractual delivery terms.
The project costs depend on productivity factors and the cost of inputs. Weather conditions, the performance of subcontractors and others with an impact on schedules, commodity prices and currency rates can all affect cost estimates. Although experience, systematic use of the project execution model and focus on core competencies reduce the risk, there will always be uncertainty related to such assessments.
In situations where cost is not seen to properly reflect actual progress, alternative measures such as hours or physical progress are used to achieve more precise revenue recognition. The estimation uncertainty during the early stages of a contract is mitigated by a policy of normally not recognising revenue in excess of costs on large lump sum projects before the contract reaches 20 per cent completion. However, management can on a project-byproject basis give approval of earlier recognition if the uncertainties of cost estimates are low. This is typically in situations of repeat projects, proven technology or proven execution model. See Note 9 and 10.
(c) Warranty provisions
At the completion of a project, a provision is made for expected warranty expenditures. Based on experience, the provision is often set at one per cent of the contract value, but can also be a higher or lower amount following a specific evaluation of the actual circumstances for each contract. Both the general one per cent provision and the evaluation of project specific circumstances are based on experience from earlier projects. Factors that could affect the estimated warranty cost include the group's quality initiatives and project execution model. Provisions are presented in Note 30.
(d) Impairment testing of goodwill and intangible assets with indefinite useful lives.
In accordance with applicable accounting principles, the group performs annual impairment tests to determine whether goodwill and intangible assets recorded in the balance sheet have suffered any impairment. The estimated recoverable amount for the cash-generating unit is determined based on the present value of budgeted cash flows or estimated sales value less cost to sell if higher. See Note 16.
(e) Tax
The group is subject to income taxes in numerous jurisdictions. Significant judgment is required to determine provisions for income taxes worldwide.
Aker incurs an income-tax payable and/or earns a considerable tax receivable. The group also recognises changes in deferred tax or deferred tax benefits. These figures are based on management's interpretation of applicable laws and regulations, and relevant court decisions. The quality of these estimates are largely dependent on management's ability to apply what is sometimes a very complex set of rules, its ability to identify changes to existing rules and, in the case of deferred tax benefits, its ability to project future earnings from which a loss carry-forward may be deducted for tax purposes. See Note 14.
(f) Pension obligations
The present value of pension obligations depends on a number of factors that are determined on an actuarial basis using several actuarial assumptions. Any changes in these assumptions will impact the calculated pension obligations. The assumptions used in determining net pension costs and income, include an applicable discount rate. The group determines the appropriate discount rate at the end of each year. This is the interest rate that is to be used to determine the present value of estimated future cash outflows expected to be required to fulfil the pension obligations. In determining the appropriate discount rate, the group considers the interest rates of high-quality corporate bonds denominated in the currency in which the benefits are payable and that have terms to maturity approximating the terms of the related pension liability. The discount rate and other key assumptions for determining the pension obligations are disclosed in Note 28.
(g) Financial instruments
The group is exposed to the following risks resulting from its use of financial instruments:
- Credit risk
- Liquidity risk
- Market risk (including currency- and interest risk).
Note 6 and Note 33 present information about the group's exposure to each of the risk above, the group's objectives, the principles and processes for measuring and managing risk, and the group's capital management.
(h) Contingent assets and liabilities
As a result of their extensive worldwide operations, group companies sometimes become involved in legal disputes. Provisions have been made to cover the expected outcomes of the disputes where negative outcomes are likely and reliable estimates can be prepared. However, the final outcome of these cases will always be subject to uncertainties and resulting liabilities may deviate from booked provisions. See Note 34.
(i) Proven and probable oil and gas reserves
Oil and gas reserves are estimated by the group's experts in accordance with industry standards. In addition, reserves are certified by an independent third party. Proven and probable oil and gas reserves consist of the estimated quantities of crude oil, natural gas and condensates shown by geological and technical data to be recoverable with reasonable certainty from known reservoirs under existing economic and operational conditions, i.e. on the date that the estimates are prepared.
Proven and probable reserves are used to estimate production volumes, which is used as the basis for depreciation calculations. Reserve estimates are also used as the basis for impairment testing of licence-related assets. Changes in petroleum prices and cost estimates may change reserve estimates and, accordingly, economic cut-off. Changes to reserve estimates may also be caused by updated production and reservoir information. Future changes to proven and probable oil and gas reserves may have a material effect on depreciation, life of field, impairment of licence-related assets, and operating results. See Note 15 and Note 16.
(j) Acquisition costs - exploration
The accounting policy of Aker's subsidiary Det norske oljeselskap is to temporarily recognise expenses relating to the drilling of exploration wells in the balance sheet pending an evaluation of potential oil and gas discoveries (successful efforts method). If no reserves are discovered, or if recovery of the reserves is considered technically or commercially unviable, the costs of exploration wells are expensed. Decisions as to whether this expenditure should remain capitalised or expensed in the period may have a material effect on the operating result for the period. See Note 16.
(k) Decommissioning and removal obligations Aker's subsidiary Det norske oljeselskap has obligations relating to decommissioning and removal of offshore installations at the end of production periods. Obligations associated with decommissioning and removals of long-term assets are recognised at fair value on the date they are incurred. At the initial recognition of an obligation, the expense is capitalised as production plant and depreciated over the useful life of the asset. It is difficult to estimate the expenses of decommissioning and removal, which are based on applicable laws and regulations, and dependent on technological developments. Many decommissioning and removal activities will take place in the distant future, and the technology and related expenses are constantly changing. The estimates include costs based on expected removal concepts and estimated expenses of maritime operations, hiring of heavy-lift barges and of drilling rigs. Significantly changes in estimates could affect future financial results. See Note 30.
(l) Rig contracts
Aker's subsidiary Det norske oljeselskap has obligations relating to rig contracts. Rig contracts are subject to impairment tests based on change in future rig rates and utilisation. See Note 11.
2.4. Fair value measurement
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described below, based on the lowest level input that is significant to the fair value measurement as a whole:
- Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
- Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
- Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
The Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation at the end of each reporting period.
For the purpose of fair value disclosures, the group has determined asset and liability classes based on the nature, characteristics and risks associated with each asset or liability and the applicable level within the fair value hierarchy. See Note 33.
2.5. Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis, with except for the following items:
- Derivative financial instruments are measured at fair value
- Financial instruments at fair value through profit and loss are measured at fair value
- Available-for-sale financial assets are measured at fair value
- Contingent consideration assumed in business combinations are measured at fair value
- Net defined benefit (asset) liability is recognised at fair value of plan assets less the present value of the defined benefit obligation
Note 3 Changes in accounting policies
3.1. IFRS 11 Joint Arrangements
Implementering av IFRS 11 medførte ingen vesentlig endring av regnskapsføringen av felleskontrollerte ordninger.
3.2. IFRS12 Disclosures of Interests in Other Entities
The group has expanded the note information on subsidiaries, jointly controlled entities and associated companies.
3.3. IFRS 10 Consolidated Financial Statements – consolidation of Aker Solutions, Akastor and Kvaerner
As at the end of 2006, Aker ASA ("Aker") owned 50.1 per cent of Aker Kværner ASA (later renamed to Aker Solutions ASA – "(Old) AKSO"), and the company was fully consolidated in Aker's consolidated financial statements for 2006. In January 2007, Aker reduced its ownership interest from 50.1 per cent to 40.1 per cent, and (Old) AKSO was therefore treated as an associated company and recorded in Aker's consolidated financial statements in accordance with the equity method as from that date. In December 2007, the ownership interest in (Old) AKSO was transferred to Aker Holding AS (now Aker Kværner Holding AS –"AKH"), and 40 per cent of the shares in AKH were sold to the Norwegian State (30 per cent) and SAAB/Investor (10 per cent). In 2011, Aker purchased 10 per cent of the shares in AKH from SAAB/Investor, and since then has owned 70 per cent of AKH, while the Norwegian State owns the remaining 30 per cent. AKH is treated as a subsidiary in Aker's consolidated financial statements. Since the demerger of Kvaerner from (Old) AKSO in 2011, AKH has owned 40.3 per cent of the shares in AKSO and 41.0 per cent of the shares in
Kværner ASA (Kvaerner). Following a transaction in November 2013, Aker also owned 6 per cent of (Old) AKSO directly, giving Aker a "consolidated" ownership interest in AKSO of 46.3 per cent as at 31 December 2013. In addition, Aker ASA in May 2014 acquired 0.3 per cent in (Old) AKSO, bringing the "consolidated" ownership interest up to 46.6 per cent as at end of the second quarter of 2014.
In the third quarter of 2014, (Old) AKSO was split into two companies: new Aker Solutions ("AKSO") and Akastor ("AKA"). All shareholders of (Old) AKSO (which was renamed to Akastor) received the same number of shares in new Aker Solutions. Due to the treasury shares in (Old) AKSO, the ownership interests for Aker in the two companies differ slightly. This difference in ownership interests is so small that it does not change the conclusion of control under IFRS 10. Neither is there any other factors influencing the IFRS 10 assessment that are materially different between the two companies. The assessment described below therefore refers to both companies.
IFRS 10 contains a new definition of control, which must be applied when an investor is to assess whether an investment must be consolidated in the consolidated financial statements. Control requires three elements:
- 1. ownership interests give the investor power to direct the relevant activities of the investee,
- 2. the investor is exposed to variable returns from the investee, and
- 3. decision-making power allows the investor to affect its variable returns from the investee.
The board and management of Aker have considered whether the company's indirect ownership interest in AKSO, AKA and Kvaerner is sufficient to give it control under IFRS 10. The primary consideration has been whether Aker is able to control the outcome of voting at the companies' general meetings. After careful consideration of this question based on both the absolute and relative ownership interests and attendance at previous general meetings of AKSO, AKA, Kvaerner and comparable companies, Aker has concluded that such control exists.
Consideration has also been given to all other relevant factors mentioned in IFRS 10 that may help to illuminate the question of control further. Factors indicating that Aker has control include Aker's representation on the nomination committees, the fact that leading employees have previously worked for Aker, the fact that the companies themselves consider Aker an active owner, etc. On the other hand, in isolation, the shareholder's agreement with the Norwegian State relating to the holding company Aker Kværner Holding AS is a factor in favour of Aker not having control.
Based on an overall assessment, the conclusion is that Aker does have control over both AKSO, AKA and Kvaerner. Further, Aker has concluded that, based on an IFRS 10 assessment, this control has existed since before the reduction in ownership in 2007. Accordingly, AKSO, AKA and Kvaerner are treated as subsidiaries in Aker's consolidated financial statements following implementation of IFRS 10 on 1 January 2014. In accordance with the transition requirements of IFRS 10, the consolidated financial statements for 2014 contains comparative figures for 2013 that are restated as though control has existed since before the previously discussed reduction in ownership in 2007.
3.4. Change of accounting principles for intangible assets – fishing licenses
As part of its supervision of listed companies, the Financial Supervisory Authority of Norway in performed a review of 2012 financial statements of the subsidiary Havfisk.
Havfisk owns both fishing licences without time limits, and fishing licenses subject to time limits of 20 to 25 years due to structuring ("structured quotas"). Havfisk also owns quotas that are not part of the structuring process. Since these quotas are unlimited in time, they have not been depreciated. Neither has any depreciation previously been made on the structured quotas, as it is expected that Havfisk at the end of the structuring period will maintain approximately the same catch capacity as before the structuring. According to the Financial Supervisory Authority of Norway's assessment, the structural quotas have a specified lifetime and must be depreciated. As a consequence, Havfisk changed its accounting principles for intangible assets in the form of depreciation of structural quotas with effect from 1 January 2013. Aker has restated the consolidated accounts for 2013 accordingly. The yearly depreciation increased by approximately NOK 18 million due to the change. As a result of the change, the opening balance of intangible assets at 1 January 2013 was reduced with NOK 87 million compared to what was reported in the annual accounts for 2013.
3.5. The effect on Aker's consolidated financial statements
The consolidation of AKSO, AKA and Kvaerner has a considerable effect on Aker's consolidated financial statements. In addition the corrections from Havfisk described above are included in Aker's restated figures. The main effects on Aker's group figures for the year 2013 are given below.
| Income statement | Year 2013 | ||
|---|---|---|---|
| Amounts in NOK million | As previously reported |
Changes in principles |
Restated |
| Operating revenues | 8 086 |
53 296 |
61 382 |
| Operating expenses | (7 801) |
(49 298) |
(57 099) |
| Operating profit before depreciation and amortisation | 284 | 3 999 |
4 283 |
| Depreciation and amortisation Impairment changes and non-recurring items |
(1 415) (836) |
(1 307) (382) |
(2 722) (1 218) |
| Operating profit | (1 967) |
2 310 |
343 |
| Net financial items Share of earnings in associated companies |
(310) 979 |
(557) (802) |
(867) 177 |
| Profit before tax | (1 297) |
950 | (347) |
| Income tax expense | 2 129 |
(516) | 1 613 |
| Net profit/loss from continuing operations | 832 | 434 | 1 266 |
| Discontinued operations: Profit and gain on sale from discontinued operations, net of tax |
- | 468 | 468 |
| Profit for the period | 832 | 902 | 1 734 |
| Equity holders of the parent Minority interests |
791 41 |
(32) 934 |
759 975 |
| Average number of shares outstanding (million) | 72.3 | 72.3 | 72.3 |
| Basic earnings and diluted earnings per share continuing business (NOK) |
10.94 | (2.30) | 8.64 |
| Basic earnings and diluted earnings per share (NOK) | 10.94 | (0.45) | 10.49 |
| Statement of comprehensive income | Year 2013 | |||
|---|---|---|---|---|
| Amounts in NOK million | As previously reported |
Changes in principles |
Restated | |
| Profit for the period | 832 | 902 | 1 734 |
|
| Other comprehensive income, net of income tax: | ||||
| Items that will not be reclassified to income statement: | ||||
| Defined benefit plan actuarial gains (losses) | (19) | 13 | (6) | |
| Defined benefit plan actuarial gains (losses) in associated companies |
9 | (6) | 3 | |
| Items that will not be reclassified to income statement | (10) | 7 | (3) | |
| Items that may be reclassified subsequently to income statement: |
||||
| Changes in fair value of financial assets | 346 | 49 | 395 | |
| Changes in fair value cash flow hedges | (22) | 373 | 351 | |
| Change in fair value of available for sale financial assets | ||||
| transferred to profit and loss | (145) | (82) | (227) | |
| Currency translation differences | 372 | 1 136 |
1 508 |
|
| Change in other comprehensive income from associated companies |
632 | (633) | - | |
| Items that may be reclassified subsequently to income | ||||
| statement | 1 184 |
843 | 2 027 |
|
| Other comprehensive income, net of income tax | 1 174 |
850 | 2 024 |
|
| Total comprehensive income for the period | 2 006 |
1 752 |
3 757 |
|
| Attributable to: Equity holders of the parent |
1 746 |
(32) | 1 714 |
|
| Minority interests | 260 | 1 784 |
2 043 |
Balance sheet
| 31.12.2013 | 01.01.2013 | |||||
|---|---|---|---|---|---|---|
| Amounts in NOK million | As previously reported | Changes in principles | Restated | As previously reported | Changes in principles | Restated |
| ASSETS | ||||||
| Property, plant and equipment | 15 | 10 | 25 | 12 | 10 | 23 |
| 394 | 480 | 874 | 562 | 605 | 167 | |
| Intangible assets | 7 | 9 | 17 | 7 | 8 | 16 |
| 637 | 652 | 289 | 802 | 451 | 254 | |
| Deferred tax assets | 1 167 |
915 | 2 082 |
347 | 909 | 1 256 |
| Investment in equity accounted companies | 9 | (7 | 1 | 6 | (5 | 1 |
| 135 | 814) | 321 | 442 | 323) | 119 | |
| Other shares and funds | 837 | 654 | 1 491 |
787 | 576 | 1 363 |
| Interest-bearing long-term receivables | 1 904 |
162 | 2 066 |
1 483 |
723 | 2 206 |
| Other non-current assets | 228 | 37 | 265 | 279 | 26 | 305 |
| Total non-current assets | 36 | 14 | 50 | 29 | 15 | 45 |
| 303 | 086 | 389 | 702 | 968 | 670 | |
| Inventory, trade and other receivables | 2 | 24 | 26 | 2 | 21 | 23 |
| 249 | 383 | 633 | 089 | 614 | 704 | |
| Calculated tax receivable | 1 448 |
199 | 1 647 |
1 283 |
159 | 1 442 |
| Interest-bearing short-term receivables | 423 | 511 | 934 | 28 | 421 | 449 |
| Cash and cash equivalents | 5 | 3 | 9 | 5 | 2 | 7 |
| 834 | 890 | 724 | 471 | 283 | 754 | |
| Total current assets | 9 | 28 | 38 | 8 | 24 | 33 |
| 955 | 983 | 938 | 871 | 478 | 349 | |
| Assets held for sale | - | 4 417 |
4 417 |
- | - | - |
| Total assets | 46 | 47 | 93 | 38 | 40 | 79 |
| 257 | 486 | 743 | 573 | 446 | 019 | |
| EQUITY AND LIABILITIES | ||||||
| Total paid-in capital | 2 025 |
- | 2 025 |
2 001 |
- | 2 001 |
| Retained earnings and other reserves | 8 433 |
(1 865) |
6 568 |
7 459 |
(951) | 6 508 |
| Total equity attributable to equity holders of the parent | 10 458 |
(1 865) |
8 593 |
9 460 |
(951) | 8 509 |
| Minority interests | 10 | 9 | 19 | 9 | 9 | 19 |
| 119 | 791 | 910 | 350 | 772 | 122 | |
| Total equity | 20 | 7 | 28 | 18 | 8 | 27 |
| 577 | 926 | 503 | 810 | 821 | 631 | |
| Interest-bearing loans | 17 | 7 | 25 | 11 | 7 | 18 |
| 315 | 899 | 214 | 264 | 152 | 416 | |
| Deferred tax liabilities | 1 | 2 | 3 | 1 | 1 | 3 |
| 478 | 076 | 554 | 652 | 829 | 481 | |
| Provisions and other long-term liabilities | 1 | 1 | 3 | 2 | 1 | 3 |
| 994 | 120 | 114 | 019 | 195 | 214 | |
| Total non-current liabilities | 20 | 11 | 31 | 14 | 10 | 25 |
| 786 | 095 | 881 | 935 | 176 | 111 | |
| Short-term interest-bearing debt | 1 | 3 | 5 | 2 | 1 | 3 |
| 668 | 896 | 564 | 291 | 008 | 299 | |
| Tax payable, trade and other payables | 3 | 23 | 26 | 2 | 20 | 22 |
| 226 | 394 | 620 | 537 | 441 | 978 | |
| Total current liabilities | 4 | 27 | 32 | 4 | 21 | 26 |
| 894 | 290 | 184 | 828 | 449 | 277 | |
| Total liabilities | 25 | 38 | 64 | 19 | 31 | 51 |
| 680 | 385 | 065 | 763 | 625 | 388 | |
| Liabilities held for sale | - | 1 176 |
1 176 |
- | - | - |
| Total equity and liabilities | 46 | 47 | 93 | 38 | 40 | 79 |
| 257 | 486 | 743 | 573 | 446 | 019 |
Cash flow statement
| Year 2013 | |||
|---|---|---|---|
| As | |||
| previously | Changes in | ||
| Amounts in NOK million | reported | principles | Restated |
| Profit before tax | (1 297) |
950 | (347) |
| Depreciation and amortisation | 1 415 |
1 307 |
2 722 |
| Other items and changes in other operating assets and | |||
| liabilities | 2 553 |
807 | 3 360 |
| Net cash flow from operating activities | 2 671 |
3 064 |
5 735 |
| Proceeds from sales of property, plant and equipment | 926 | 415 | 1 341 |
| Proceeds from sale of shares and other equity investments | 259 | 49 | 308 |
| Disposals of subsidiary, net of cash disposed | 4 | - | 4 |
| Acquisition of subsidiary, net of cash acquired | (105) | (3 036) |
(3 141) |
| Acquisition of property, plant and equipment | (5 972) |
(3 636) |
(9 608) |
| Acquisition of equity investments in other companies | (2 035) |
1 900 |
(135) |
| Net cash flow from other investments | (43) | 264 | 222 |
| Net cash flow from investing activities | (6 965) |
(4 044) |
(11 009) |
| Net changes of interest-bearing debt | 4 827 |
3 281 |
8 108 |
| New equity | 877 | 1 | 878 |
| Own shares Dividends paid |
(2) (1 127) |
83 (820) |
81 (1 946) |
| Net cash flow from financing activities | 4 575 |
2 545 |
7 120 |
| Net change in cash and cash equivalents | 280 | 1 565 |
1 846 |
| Effects of changes in exchange rates on cash | 83 | 42 | 125 |
| Cash and cash equivalents at the beginning of the period | 5 471 |
2 283 |
7 754 |
| Cash and cash equivalents at end of period | 5 834 |
3 890 |
9 724 |
Note 4 New standards and interpretations not yet adopted
A number of standards, amendments to standards and interpretations are not yet effective for the period ended 31 December 2014, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group, except the following set out below.
IFRS 9 Financial instruments address the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 introduce a single approach for the classification and measurement of financial assets according to their cash flow characteristics and the business model they are managed in, and provides a new impairment model based on expected credit losses. IFRS 9 also includes new regulations regarding the application of hedge accounting to better reflect an entity's risk management activities especially with regard to managing non-financial risk. The new standard is
effective for annual reporting periods beginning on or after January 1, 2018, while early application is permitted. The European Financial Reporting Advisory Group postponed its endorsement advice on IFRS 9. The Aker group has not yet completed its assessment of the full impact of IFRS 9 on the consolidated financial statements.
Implementation of IFRS 15 Revenue from Contracts with Customers is mandatory from 1 January 2017. IFRS 15 deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 Revenue and IAS 11 Construction contracts and related interpretations. The new standard is expected to impact Aker's financial statements, but the assessment of the extent of the impact has not yet been completed.
Note 5 Accounting principles
The accounting principles presented below have been applied consistently for all periods and companies that are presented in the consolidated financial statements. Comparative figures have been restated in accordance with this year's presentation.
5.1. Group accounting and consolidation principles
5.1.1. Subsidiaries
Subsidiaries are companies controlled by Aker. Control requires three elements:
- a) ownership interests that give the investor power to direct the relevant activities of the investee,
- b) that the investor is exposed to variable returns from the investee, and that
- c) decision-making power allows the investor to affect its variable returns from the investee.
Subsidiaries are included in the consolidated accounts from the day control is achieved and until control ceases. Wherever necessary, subsidiaries' principles for financial statement preparation are adjusted to ensure compatibility with the group accounting principles.
Acquisitions of companies that meet the definition of a business combination are recognised using the acquisition method. See further description in the section on Intangible assets. Acquisitions of companies which are not defined as business combinations are recorded as asset acquisitions. The cost of such purchases is allocated between the individual identifiable assets and liabilities acquired based on their fair value on the acquisition date. Goodwill is not recognised in connection with such acquisitions, nor is deferred tax recognised in connection with differences arising in the recognition of such assets.
5.1.2. Investments in associates The group's investment in an associate is accounted for using the equity method of accounting, and is initially recognised at cost. An associate is defined as a company over which
the group has significant influence but which is not a subsidiary or a joint arrangement. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies.
Investments include goodwill upon acquisition less accumulated impairment losses. The consolidated financial statements reflect the group's share of profits/losses on the operations of the associate, its share of costs and its share of equity changes – after restatement to comply with the group's accounting principles – from the time significant influence is established until such influence ceases. When the group's share of losses exceeds the balance sheet value of the investment, the group's balance sheet value is reduced to zero and additional losses are not recognised unless the group has incurred or guaranteed obligations with respect to the associate. If control is achieved by step acquisition, goodwill is measured on the date of acquisition, and any changes in the value of previously held equity interests are recognised as profits or losses.
5.1.3. Interests in joint arrangements
A joint arrangement is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. A joint arrangement is either a joint venture or a joint operation. The classification of a joint arrangement as a joint venture or a joint operation depends upon the rights and obligations of the parties to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement.
Jointly ventures:
Jointly ventures are accounted for using the equity method and the acquisition cost is recognised as the initial value.
Joint operations:
Aker has interests in licenses that do not constitute separate companies. All of these interests relate to licenses on the Norwegian continental shelf that are defined as joint operations pursuant to IFRS 11. The group recognises investments in joint operations (oil and gas licenses) by reporting its share of related revenues, expenses, assets, liabilities and cash flows under the respective items in the group's financial statements.
5.1.4. Minority interests
Minority interests have been disclosed separately from the parent company owners' equity and liabilities in the balance sheet, and are recorded as a separate item in the consolidated profit and loss account. Acquisitions of minority interests are accounted for as transactions with equity holders in their capacity as equity holders and therefore no goodwill, gains or losses are recognised as a result of such transactions.
5.1.5. EBITDA
Aker defines EBITDA as operating profit before depreciation, amortisation, impairment changes, and non-recurring items, as presented in the consolidated profit and loss account.
5.1.6. Impairment changes and non-recurring items
Impairment changes and non-recurring items include write-downs of goodwill, significant writedowns and reversals of write-downs on real estate, facilities, and equipment, significant losses and gains on the sale of operating assets, restructuring costs, and other material items that are not deemed to be of a recurring nature. Operating profit includes the amount arrived at for impairment changes and non-recurring items.
5.1.7. Dividends received from associates and joint ventures
Dividends received from associates and joint ventures are presented as part of net cash flow from operating activities in the cash flow statement. Received dividends are recognised as a reduction of the book value of the investment.
5.1.8. Elimination of transactions upon consolidation
Intragroup balances and transactions, and any unrealised gains and losses or revenues and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
- 5.1.9. Foreign currency translations and transactions
- 5.1.9.1.Functional currency
Items are initially recorded in the financial statements of each group subsidiary in the subsidiary's functional currency, i.e. the currency that best reflects the economic substance of the underlying events and circumstances relevant to that subsidiary. The consolidated financial statements are presented in Norwegian kroner (NOK), the functional currency of the parent company.
Following the acquisition of Marathon Oil Norge AS, Det norske oljeselskap made an assessment of the requirements in IAS 21 regarding functional currency and decided to change its functional currency to USD with effect from October 15, 2014. Going forward, the majority of Det norske oljeselskap's revenues will be denominated in USD.
5.1.9.2.Transactions and balances
Foreign currency transactions are translated into the functional currency of the respective group companies using the exchange rates prevailing on the date of each transaction. Receivables and liabilities in foreign currencies are translated into the functional currency using the exchange rate on the balance sheet date. Foreign currency exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account. Foreign currency exchange differences arising through the translation of operating items are included in operating profit in the profit and loss account, while those arising through the translation of financial assets and liabilities are recorded net as a financial item in the profit and loss account.
5.1.9.3.Group companies
Financial statements of group companies whose functional currencies are different from the presentation currency (NOK) are translated into NOK in the following way:
- Balance sheet items are translated using the exchange rates on the balance sheet date
- Profit or loss items are translated using the average exchange rates for the period (if the average exchange rates for the period do not provide a fair estimate of the transaction rate, the actual transaction rate is used).
Translation differences arising from the translation of net investments in foreign activities and from related hedging objects are specified as translation differences in other comprehensive income, and are specified under shareholders' equity. When a foreign entity is sold, translation differences are recognised in the profit and loss account as part of the
gain or loss on the sale. Foreign exchange gains or losses on receivables from and liabilities payable to a foreign entity are recognised in the profit and loss, except when settlement is neither planned nor likely to occur in the foreseeable future. Such foreign exchange gains and losses are considered to form part of the net investment in the foreign activity, and are recognised in other comprehensive income as translation differences.
5.1.9.4.Transactions with related parties All transactions, agreements, and business dealings with related parties are conducted on normal market terms.
5.2. Discontinued operations
A discontinued operation is a component of the group's business operations that represents a separate, major line of business or a geographical area of operations that has been disposed of or is held for sale. Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held for sale.
Profits or losses from discontinued operations (after tax), are reclassified and presented as a separate line item in the financial statements. The comparative income statement is restated accordingly.
5.3. Principles for revenue recognition
Revenue is recognised only if it is probable that future economic benefits will flow to Aker, and that these benefits can be measured reliably. Revenue includes gross inflows of economic benefits that Aker receives for its own account.
5.3.1. Construction contracts
Construction contract revenues are recognised using the percentage of completion method. Stage of completion is determined by the method that measures reliably the work performed. Depending on the nature of the contract, the two main methods used by Aker to assess stage of completion are technical completion, or contract costs incurred to date compared to estimated total contract costs. When the final outcome of a contract cannot be reliably estimated, contract revenue is recognised only to the extent of costs incurred that are expected to be recoverable. The revenue recognised in one period will be the revenues attributable to the period's progress and the progress to date effect of any changes to the estimated final outcome. Any projected losses on future work under existing contracts are fully recognised when identified, and classified as accrued costs/provisions in the balance sheet under current provisions. Tender costs are capitalised when it is probable that the contract will be won. If balance sheet recognition requirements are not met, the tender cost is expensed as other operating expenses.
Contract revenues include variation orders and incentive bonuses when it is probable that they will result in revenue that can be measured reliably. Disputed amounts and claims are only recognised when negotiations have reached an advanced stage, customer acceptance is highly likely and the amounts can be measured reliably. Options for additional works are included in the contract when exercised by the buyer. In the rare circumstances that the option is a loss contract, the full loss is recognised when it is probable that the options will be exercised. Project costs include costs directly related to the specific contract and indirect costs attributable to the contract. Project revenue is classified as operating revenue in the profit and loss account. Work in progress is classified as projects under construction in the balance sheet. Advances from customers are deducted from the value of work in progress under the specific contract or, if advances exceed this value, are recorded as customer advances. Customer advances that exceed said contract offsets are classified as trade and other payables.
Bidding costs are capitalised when it is deemed probable that the contract will be awarded. If the criteria for capitalisation no longer is fulfilled, capitalised bidding costs are expensed as other operating expenses.
5.3.2. Rendering of services
Revenue from services rendered is recognised in the income statement in proportion to the stage of completion of the transaction at the balance sheet date or is invoiced based on hours performed at agreed rates. The stage of completion is normally assessed based on the proportion of costs incurred for work performed to date compared to the estimated total contract costs. No revenue is recognised if there is significant uncertainty regarding recovery of consideration due.
5.3.3. Sale of goods
Revenue from the sale of goods is recognised when Aker has transferred the significant risks and rewards of ownership to the buyer, and no longer has control over the goods.
5.3.4. Revenues from petroleum products Revenues from petroleum products are recognised based on the group's ideal share of production
during the period, regardless of actual sales (the entitlement method).
The excess of product sold during the period over the participant's ownership share of production from the property is recognised by the overlift party as a liability (deferred revenue) and not as revenue. Conversely, the underlift party would recognise an underlift asset (receivable) and report corresponding revenue.
Differences between oil lifted and sold (Petroleum overlifts) are presented as current liabilities, while petroleum underlifts are presented as shortterm receivables. The value of overlift/underlift is set at the estimated sales value, minus estimated sales costs.
5.3.5. Income from charter agreements Revenues related to vessel bareboat charter agreements are recognised over the charter period. Time-charter agreements may include a revenuesharing agreement with the charterer. Revenue related to profit sharing agreements is recognised when the amount can be reliably estimated.
5.3.6. Other income
Gains and losses resulting from acquisition and disposal of businesses which do not represent discontinued operations are included in Other income within operating profit. In case of acquisitions in stages, such gains may come from the remeasurement of the previously held interest in the acquired entity. Changes in the fair value of the contingent consideration from acquisition of a subsidiary or non-controlling interest are recognised in Other income as gains or losses.
Share of profit from associates and jointly controlled operations, to the extent that these investments are related to the group's operating activities, are included in Other income within operating profit, as well as gains and losses related to the sale of operating assets.
Other income also includes lease income from investment property.
5.4. Employee benefits
5.4.1. Short-term benefits and pension obligations Short-term employee benefits, such as wages, are measured on an undiscounted basis and are expensed as the related service is provided.
The group has both defined benefit and defined contribution plans. For defined benefit plans, the liability recognised is the present value of the defined benefit obligation as at the balance sheet date, minus the fair value of plan assets. The defined benefit obligation is calculated by independent
actuaries, and is measured as the present value of estimated future cash outflows. The cost of providing pensions is charged to the profit and loss account so as to spread the cost over the service lives of employees. Actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions, and amendments to pension plans are recognised in other comprehensive income (OCI). The net interest expense for the period is calculated by applying the discount rate to the net defined benefit liability (asset). Thus, the net interest cost comprises interest on the liability and the return on the pension plan assets, both calculated using the discount rate. Changes in net pension liabilities due to premium payments and pension benefits are taken into consideration. The difference between the actual return on the pension plan assets and the recognised return is recognised against the OCI on an ongoing basis.
For defined contribution plans, contributions are paid into pension insurance plans. Once the contributions have been paid, there are no further payment obligations. Contributions to defined contribution plans are charged to the profit and loss account in the period to which the contributions relate.
5.4.2. Share-based payments
Share-based payments are accounted for in accordance with IFRS 2 Share-based Payment. Share-based payment expense is measured at fair value over the service period. All changes in fair value are recognised in the income statement.
5.5. Government grants
An unconditional government grant is recognised in the profit and loss account when the group is entitled to receiving the funding. Other public funding is initially recognised in the balance sheet as deferred revenues when it is reasonably certain that the funding will be received and that the terms and conditions associated with the funding will be met. Grants that compensate for incurred expenses are recognised in the profit and loss account on a systematic basis in the same periods in which the expenses are incurred. Funding that compensates for the acquisition cost of an asset is recognised in the profit and loss account on a systematic basis over the asset's useful life.
5.6. Expenses
5.6.1. Lease payments
Lease payments under operating leases are recognised in the profit and loss account on a straightline basis over the lease period. Any lease incentives received are recognised as an integral part of the total lease expense over the term of the lease.
In financial leases, minimum lease payments for the contract period are apportioned between financial expenses and a reduction in the outstanding liability. The finance expense is allocated to each period of the lease term, so as to produce a constant periodic interest rate on the remaining balance of the liability.
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease, when the contingencies of the variable lease have been met and the adjustment amount is known.
5.6.2. Financial income and expenses Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend income, gains on the disposal of available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognised in profit or loss. 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, which in the case of quoted securities is the ex-dividend date.
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, and losses on hedging instruments that are recognised in profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective-interest method.
Foreign currency gains and losses are reported on a net basis.
5.6.3. Income tax
Income tax comprises current and deferred tax. An income tax expense is recognised in the profit and loss account unless it relates to items recognised directly in equity, in which case it is recognised in the equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted as at the balance sheet date, and any adjustments to tax payable in respect of previous years. Deferred tax is calculated based on the temporary differences between the balance sheet values and the taxation values of assets and liabilities.
Deferred tax is not recognised for the following temporary differences:
- initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit.
- differences relating to investments in subsidiaries and jointly controlled entities, if it is probable that they will not reverse in the foreseeable future.
- tax-increasing temporary differences upon initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse.
Deferred tax assets and liabilities are offset if:
- there is a legally enforceable right to offset current tax liabilities and assets
- they relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities that intend to settle current tax liabilities and assets on a net basis, or to realise their tax assets and liabilities simultaneously.
A deferred tax asset will be recognised if it is probable that future taxable profits will be available against which the temporary difference can be utilised.
Aker's subsidiary Det norske oljeselskap is subject to the special provisions of the Petroleum Taxation Act. Revenues from activities on the Norwegian continental shelf are liable to ordinary corporation tax and surtax (51 per cent). The company may claim a refund from the state of the tax value of exploration expenses incurred, provided that these do not exceed the year's tax-related loss allocated to the offshore activities. The refund is included in the calculated tax receivable line in the balance sheet.
5.7. Inventory
Inventory is stated at the lower of cost or net realisable value. Cost is determined by the first-in, firstout (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour and other direct costs, and related production overhead (based on normal operating capacity), but excludes borrowing costs.
The acquisition cost of inventory may also include elements transferred from equity. The latter may be gains or losses associated with cash flow
hedging of foreign currency purchases.
Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
5.8. Property, plant, and equipment
5.8.1. Recognition and measurement
The acquisition costs of an item of property, plant and equipment is recognised as an asset if it is probable that the future economic benefits associated with the assets will flow to the group, and its cost can be reliably measured.
Property, plant and equipment are measured at acquisition cost less accumulated depreciation and accumulated impairment losses.
Acquisition cost includes expenditures directly attributable to the asset's acquisition. The acquisition cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Borrowing costs associated with loans to finance the construction of property, plant and equipment is capitalised over the period necessary to complete an asset and make it ready for its intended use. Other borrowing costs are expensed. When significant parts of an item of property, plant, and equipment have different useful lives, major components are accounted for as separate items of property, plant, and equipment.
A gain or loss on the disposal of an item of property, plant and equipment is determined by comparing the disposal proceeds with the carrying amount of that item; the result is included in operating profit before depreciation and amortisation. If the amount is material and is not deemed to be of a recurring nature, the amount is presented under Impairment changes and non-recurring items.
An assets that will be disposed of and is classified as held-for-sale, will be recorded at the lower of its carrying amount and its fair value less selling costs.
5.8.2. Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that future economic benefits associated with the asset will flow to the group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of day-to-day maintenance of property, plant and equipment are recognised in profit and loss as incurred.
5.8.3. Depreciation
Depreciation is recognised in profit and loss on a straight-line basis over the estimated useful life of each major component of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or the asset's useful life, unless it is reasonably certain that the group will acquire ownership at the end of the lease term. Land is not depreciated.
Estimated useful lives for the current and comparative periods are as follows:
- Rigs, vessels, airplanes, etc. 10-30 years
- Machinery and transportation vehicles 3-20 years
- Buildings and residences 10-50 years
Depreciation methods, useful lives, and residual values, are reviewed as at each balance sheet date.
5.9. Investment property
Investment property is carried at its cost less accumulated depreciation and impairment losses.
5.10. Operating assets related to petroleum activities
5.10.1. Exploration and development costs relating to oil and gas fields
Capitalised exploration costs are classified as intangible assets and reclassified as tangible assets at the start of the development. For accounting purposes, the field is considered to enter the development phase when the technical feasibility and commercial viability of extracting hydrocarbons from the field are demonstrable, normally at the time of concept selection. All costs relating to the development of commercial oil and/ or gas fields are recognised as tangible assets. Pre-operational costs are expensed as they incur.
The group employs the "successful efforts" method to account for exploration and development costs. All exploration costs (including seismic shooting, seismic studies and "own time"), with the exception of the acquisition costs of licenses and drilling costs for exploration wells, are charged to expenses as incurred.
Drilling cost for exploration wells are temporarily capitalised pending the evaluation of potential discoveries of oil and gas resources. Such costs can remain capitalised for more than one year. The main criteria are that there must be definite plans for future drilling in the licence or that a development decision is expected in the near future. If no
resources are discovered, or if recovery of the resources is considered technically or commercially unviable, expenses relating to the drilling of exploration wells are charged to expense.
Acquired licence rights are recognised as intangible assets at the time of acquisition. Acquired licence rights related to fields in the exploration phase remain as intangible assets also when the related fields enter the development or production phase
5.10.2. Depreciation of oil and gas fields Expenses relating to drilling and equipment for exploration wells where proved and probable reserves are discovered are capitalised and depreciated using the unit-of-production method based on proved and probable reserves expected to be recovered from the well. Development costs relating to construction, installation and completion of infrastructure such as platforms, pipelines and the drilling of production wells are capitalised as producing oil and gas fields. They are depreciated using the unit-of-production method based on proven and probable developed reserves expected to be recovered from the area during the license or contract period. Acquired assets used for the recovery and production of petroleum deposits, including license rights, are depreciated using the unit-ofproduction method based on proven and probable reserves. The reserve basis used for depreciation purposes is updated at least once a year. Any changes in the reserves affecting unit-of-production calculations are reflected prospectively.
5.11. Acquisitions, sales, license swaps and unitisations
On acquisition of a license that involves the right to explore for and produce petroleum resources, it is considered in each case whether the acquisition should be treated as a business combination or an asset purchase. As a rule, purchases of licenses during a development or production phase will be regarded as a business combination. Other license purchases will be regarded as asset purchases.
5.11.1. Oil and gas production licenses For oil and gas-producing assets and licenses in a development phase, the acquisition cost is allocated between capitalised exploration expenses, license rights, production plant, and deferred tax.
When entering into agreements regarding the purchase/swap of assets, the parties agree on an effective date for the takeover of the net cash flow (usually 1 January of the calendar year). In the period between the effective date and the completion date, the seller will include its purchased share of the license in its financial statements. Pursuant to the purchase agreement, the net cash flow from the asset during the period from the effective date to the completion date is settled with the seller (pro and contra settlement). The pro and contra settlement will be adjusted to reflect the seller's losses/ gains and the assets for the purchaser, in that the settlement (after a tax reduction), is deemed to be part of the consideration paid as part of the transaction. The purchaser's revenues and expenses are included as from the transaction date.
For tax purposes, the purchaser will include the net cash flow (pro and contra), and any other income and costs as from the effective date. When acquiring licenses that are defined as assets, no provision is made for deferred tax.
5.11.2. Farm-in agreements
Farm-in agreements are usually entered into during the exploration phase, and are characterised by the seller waiving future financial benefits, in the form of reserves, in exchange for reduced future financing obligations. For example, a license interest may be taken over in return for a share of the seller's expenses relating to the drilling of a well. During the exploration phase, the group normally accounts for farm-in agreements on a historical cost basis, as the fair value is often difficult to determine.
5.11.3. Swaps
Swaps of assets are calculated at the fair value of the asset being surrendered, unless the transaction lacks commercial substance or neither the fair value of the asset received nor the fair value of the asset surrendered can be measured effectively. During the exploration phase the group normally recognises swaps based on historical cost, as the fair value is often difficult to measure.
5.11.4. Unitisations
According to Norwegian law, an unitisation is required if a petroleum deposit extends over several production licenses and those production licenses have different ownership representation. Consensus must be reached regarding the most rational coordination of the joint development and ownership distribution of the petroleum deposit. An unitisation agreement requires approval from the Ministry of Petroleum and Energy.
The group recognises unitisations during the exploration phase based on historical cost, as the fair value often is difficult to measure. This gives no recognition in the profit and loss. In the case of unitisations involving licences outside the exploration phase, consideration is given to whether the transaction has a commercial content. If so, the unitisation is recognised at fair value. In such cases the gain or loss compared to historical cost is recognised in profit and loss.
5.12. Intangible assets
5.12.1. Goodwill
All business combinations in the group are recognised using the acquisition method. Goodwill represents values arising from the acquisitions of subsidiaries, associates, and jointly controlled entities. Goodwill is allocated to cash-generating units and is tested annually for impairment. For associates, the carrying amount of goodwill is included in the carrying amount of the investment in the associates. Negative goodwill arising on an acquisition is recognised directly in the profit and loss account.
Minority interests can be measured at the net value of identifiable assets and liabilities in the acquired company or at fair-value, including a goodwill element. The method of measurement is decided individually for each acquisition.
Goodwill in accordance with IFRS 3 is measured as a residual at the acquisition date and constitutes the sum of:
- total consideration transferred in connection with the business combination
- the carrying amount of the minority interests
- the fair value of the previous ownership interest in the acquired company at the time of acquisition, less the net recognised amount (normally fair value) of the identifiable assets acquired and liabilities assumed.
Acquisitions of minority interests are accounted for as transactions with equity holders in their capacity as equity holders, and therefore no goodwill is recognised as a result of such transactions. In subsequent measurements, goodwill is valued at acquisition cost, less accumulated impairment losses.
The valuation at fair value of licenses (oil and gas) is based on cash flows after tax. This is because these licenses are only sold in an after-tax market based on decisions made by the Norwegian Ministry of Finance pursuant to section 10 of the Petroleum Taxation Act. The purchaser therefore cannot claim a deduction of the consideration with tax effect through depreciations. In accordance with sections 15 and 24 of IAS 12, a provision is made for deferred tax corresponding to the difference
between the acquisition cost and the transferred depreciation base for tax purposes. The offsetting entry to this deferred tax is goodwill. Hence, goodwill arises as a technical effect of deferred tax.
5.12.2. Research and development
Expenditure on research activities undertaken to gain new scientific or technical knowledge and understanding is recognised in profit and loss in the period it is incurred.
Development expenditure that applies research findings to a plan or design for the production of a new or substantially improved product or process is capitalised if the product or process is technically and commercially feasible and the group has sufficient resources to complete development. The capitalised amount includes the cost of materials, direct labour expenses and an appropriate proportion of overhead expenses. Other development expenditure is recognised in the profit and loss account as an expense in the period in which it occurs.
Capitalised development expenditures is recognised at cost less accumulated amortisation and impairment losses.
5.12.3. Other intangible assets
Other acquired intangible assets (patents, trademarks and other rights), are recognised in the balance sheet at cost less accumulated amortisation and impairment losses. Expenditure on internally generated goodwill and brand names is recognised in profit and loss in the period in which it is incurred.
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets are amortised from the date they are available for use.
- Fishing licences: Structural quotas are amortised over the structural period. Estimated useful lifetime for structural quotas is 20 – 25 years. Basic quotas have an indefinite useful lifetime and are not depreciated; they are however tested annually for impairment.
- Other Intangible assets with finite useful lives are amortised over the expected economic life, ranging between 1-10 years.
5.13. Construction contracts See section 5.3.1 above.
5.14. Assets held for sale or distribution
Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale or distribution rather than through continuing use, are classified as held for sale or distribution. This condition is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale or distribution in its present condition. Management must be committed to the sale or distribution, which should be expected to qualify for recognition as a completed sale or distribution within one year from the date of classification.
Non-current assets and disposal groups classified as held for sale or distribution are measured at the lower of their carrying amount and fair value less costs to sell. Property, plant and equipment and intangible assets once classified as held for sale or distribution are not depreciated or amortised, but are considered in the overall impairment testing of the disposal group.
Non-current asset classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from other assets in the statement of financial position. Liabilities of a disposal group classified as held for sale shall be presented separately from other liabilities in the statement of financial position. The balance sheet for prior periods is not reclassified to reflect the classification in the balance sheet for the latest period presented.
5.15. Financial instruments
5.15.1. Non-derivative financial assets The group initially recognises loans and receivables and deposits on the date that they originate. All other financial assets (including assets designated at fair value through profit or loss), are initially recognised on the trade date on which the group becomes a party to the contractual provisions of the instrument. The group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows from the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the balance sheet 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. The group has the following non-derivative financial assets: financial assets at fair value through profit or loss, loans and receivables and available for sale financial assets. The group has no held-to-maturity financial assets. The principles used in the recognition of financial income and expenses are described in a separate paragraph.
5.15.1.1. Financial assets at fair value through profit or loss
A financial asset is classified at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. Financial assets are designated at fair value through profit or loss if the group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the group's documented risk management or investment strategy. Attributable transaction costs are recognised in profit or loss as incurred upon initial recognition. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.
5.15.1.2. Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.
Loans and receivables comprise trade and other receivables. Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less.
5.15.1.3. Held-to-maturity financial assets If the group has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-tomaturity financial assets are measured at amortised cost using the effective interest method, less any impairment losses.
5.15.1.4. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and not classified in any of the previous categories. The group's investments in equity securities and certain debt securities are classified as available-for-sale financial assets. Subsequent
to initial recognition, they are measured at fair value, with the exception of equity investments without quoted prices whose fair value cannot be reliably measured, which are measured at costs. Changes in fair value are recognised in other comprehensive income, and are presented as a fair value reserve within equity. This does not apply to impairment losses (see separate paragraph). When an investment is derecognised, the cumulative gain or loss in the fair value reserve is transferred to profit or loss.
5.15.2. Non-derivative financial liabilities The group has the following non-derivative financial liabilities: loans and borrowings, bank overdrafts, and trade and other payables. Such financial liabilities are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective-interest method.
The group initially recognises issued debt securities and subordinated liabilities on their origination date. All other financial liabilities are initially recognised on the trade date on which the group becomes a party to the contractual provisions of the instrument. The group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.
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.
5.15.3. Compound financial instruments Convertible bonds
The liability component of a compound financial instrument is initially recognised at the fair value of a similar liability that does not include an equity conversion option. The equity component is initially recognised as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effectiveinterest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition. Interest and gains and losses relating to the financial liability are recognised in profit or loss. On conversion, the financial liability is reclassified to equity; no gain or loss is recognised on conversion.
5.15.4. Derivative financial instruments, including hedge accounting
The group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Derivatives are initially recognised at fair value, and attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.
On initial designation of the hedge, the group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The group assesses, both at the inception of the hedge relationship and on an on-going basis, whether the hedging instruments are expected to be effective in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 per cent. For a cash flow hedge of a forecast transaction, the transaction should be probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.
5.15.4.1. Embedded derivatives
Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Changes in the fair value of embedded derivatives that can be separated from the host contract are recognised immediately in profit and loss.
5.15.4.2. Cash flow hedges
When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect
profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in the hedging reserve in equity. The amount recognised in other comprehensive income is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the statement of comprehensive income as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in other comprehensive income and presented in the hedging reserve in equity remains there until the forecast transaction affects profit or loss. When the hedged item is a nonfinancial asset, the amount recognised in other comprehensive income is transferred to the carrying amount of the asset when the asset is recognised. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognised immediately in profit or loss. In other cases the amount recognised in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit or loss.
5.15.4.3. Fair value hedges
Changes in the fair value of derivatives designated as fair value hedges are recognised in profit or loss. The hedged object is valued at fair value with respect to the risk that is hedged. Gains or losses attributable to the hedged risk are recognised in profit and loss and the hedged object's carried amount is adjusted.
5.15.4.4. Economic hedge – derivatives not part of hedge accounting
These derivatives are measured at fair value and all changes in value are recognised in profit and loss.
5.15.4.5. Hedging of net investments in foreign operations
Foreign currency differences arising from the translation of a financial liability designated as a hedge of a net investment in a foreign operation are recognised in other comprehensive income to the extent that the hedge is effective, and are presented within equity in the translation reserve. To the extent that the hedge is ineffective, such
differences are recognised in profit or loss. When the hedged part of a net investment is disposed of, the relevant amount in the translation reserve is transferred to profit or loss as part of the profit or loss on disposal.
5.16. Share capital
5.16.1. Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.
5.16.2. Repurchase of share capital (treasury shares)
When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the surplus or deficit resulting from the transaction is transferred to/from retained earnings.
5.16.3. Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as from the translation of liabilities that hedge the group's net investment in a foreign subsidiary.
5.16.4. Hedging reserve
The hedging reserve applies to cash flow hedges entered into in order to hedge against changes in income and expenses that may arise from exchange rate fluctuations. The profit or loss effect of such transactions is included in the profit and loss account upon recognition of project revenues and expenses according to progress based on an updated total calculation for the project. The hedging reserve represents the value of such hedging instruments that are not yet recognised in the income statement. The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognised or impaired.
5.17. Impairment
5.17.1. Financial assets
A financial asset is assessed as at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is
impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset and that the loss event had a negative effect on the estimated future cash flows from the asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted using the asset's original effective interest rate. When a subsequent event causes the amount of the impairment loss to decrease, the decrease in the impairment loss is reversed through profit or loss.
Impairment losses on available-for-sale investment securities are recognised by transferring the cumulative loss that has been recognised in other comprehensive income, and presented in the fair value reserve in equity, to profit or loss. The cumulative loss that is removed from other comprehensive income and recognised in profit or loss is the difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss previously recognised in profit or loss. Changes in impairment provisions attributable to time value are reflected as a component of interest income.
If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed and the amount of the reversal is recognised in profit or loss. However, any subsequent recovery in the fair value of an impaired availablefor-sale equity security is recognised in other comprehensive income.
5.17.2. Non-financial assets
The carrying amounts of the group's non-financial assets are reviewed as at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year as at balance sheet date.
The recoverable amount of an asset or cashgenerating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit", or CGU).
Goodwill acquired in a business combination is allocated to the groups of CGUs that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (or group of units), on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed as at each reporting date as to any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation and amortisation, if no impairment loss had been recognised.
5.18. Provisions
A provision is recognised when the group has a present legal or constructive obligation as a result of a past event, it is probable that payments or other outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are determined as the present value of expected future cash flows, discounted by a market based pre-tax discount rate.
5.18.1. Guarantees
Guarantee provisions are recognised when the underlying products or services have been sold. Provisions are made based on historic data and a weighting of all possible outcomes against their associated probabilities.
5.18.2. Restructuring
A provision for restructuring is recognised when an approved, detailed and formal restructuring plan exists, and the restructuring has either begun or has been announced to the affected parties.
5.18.3. Contract losses
Provisions for contract losses are recognised when the expected revenues from a contract are lower than the cost of meeting the contractual obligations. Before provisions are made, all impairment losses on assets associated with the contract are recognised.
5.18.4. Decommissioning and removal costs In accordance with the terms and conditions of the licenses in which the group participates, the Norwegian state, at the end of production or on the expiration of the license period, can require license owners to remove the installation in whole or in part. In the initial recognition of the decommissioning and removal obligations, the group provides for the net present value of future expenses related to decommissioning and removal. A corresponding asset is capitalised as a tangible fixed asset, and depreciated using the unit of production method. Changes in the time value (net present value), of the decommissioning and removal obligation are charged to income as financial expenses, and increase the liabilities related to future decommissioning and removal expenses. Changes in estimates of expenses related to decommissioning and removal are adjusted to the liability and the tangible fixed asset. The discount rate used in calculating the fair value of the decommissioning and removal obligation is the risk-free rate with the addition of a credit risk element.
5.19. Leasing agreements (as lessee)
Leases of property, plant and equipment under which the group has substantially all the risks and rewards of ownership, are classified as financial leases.
Financial leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Following initial capitalisation, the same accounting principle that applies to the corresponding asset is used. Lease payments are apportioned between financial expenses and the reduction in the lease liability. Finance expenses are recognised as finance costs in profit or loss. Leases under which a significant proportion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases, net of any incentives received from the lessor, are charged to the profit and loss account on a straight-line basis over the period of the lease, such that a constant periodic interest rate is calculated on the remaining balance sheet liability.
5.20. Dividends
Dividends are recorded in the group's financial statements in the period in which the dividends are approved by the general assemblies of the distributing companies.
5.21. Earnings per share
The calculation of ordinary earnings per share is based on the profit attributable to ordinary shares using the weighted average number of shares outstanding during the reporting period, after deduction of the average number of treasury shares held over the period.
The calculation of diluted earnings per share is consistent with the calculation of ordinary earnings per share, and gives effect to all ordinary shares with dilutive potential that were outstanding during the period.
5.22. Comparative figures
When necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.
5.23. Segment reporting
Aker defines operating segments based on the group's internal management- and reporting structure. The group's chief operating decision maker, responsible for the allocation of resources and assessment of the performance in the different operating segments, is defined as the board of directors, the group president and CEO and the CFO.
Aker's investment portfolio comprises two segments: Industrial holdings and Financial investments.
The recognition and measurement applied in segment reporting are consistent with the accounting principles applied when preparing the financial statements. Transactions between segments are conducted on market terms and conditions. Comparative segment information is usually re-presented for changes in reporting segments. See note 9 Operating segments.
Note 6 Financial risk and exposure
Financial risk
The Aker Group consists of various operations and companies that are exposed to different types of financial risks, including credit-, liquidity- and market risk (e.g. interest- and currency risk). The purpose of risk management is to measure and manage financial risk in a reliable manner, thereby increasing predictability and reducing negative effects on Aker's financial results. The Group uses different financial instruments to manage its financial exposure actively.
Aker ASA has developed policies on how financial risks are monitored. Risks are monitored continuously and reported at least quarterly. The main companies in the Group have developed similar policies and guidelines based on each individual company's exposure to the different kinds of financial risks.
Capital management
The overall objectives of Aker's capital management policy are to maintain a strong capital base so as to retain investor, creditor and market confidence, to ensure financial flexibility for the seizure of opportunities as they arise, and to maintain a capital structure that minimises the company's cost of capital. Aker pursues a conservative investment strategy with minimal risk. The investments need to be liquid.
Aker ASA's "Treasury" business area has been cultivated to focus on the liability side, and is responsible for borrowing, interest and foreign currencies. A separate "Financial Investments" business area focuses on all financial assets including cash, receivables and funds. Aker aims to make each company in the portfolio independent and robust through active ownership. Financially, this implies that Aker will only seek to invest in the shares of companies included in Industrial holdings, and that each underlying company in this portfolio must secure funding from external sources whenever they are ready and mature enough to do so. Aker aims to cultivate its profile as owner by gradually withdrawing from debt funding.
The target rate of return for the Industrial holdings is 12 per cent. The target return for the Financial investments portfolio depends on the composition of the portfolio, including the size of cash deposits and the risk profile of the receivables. In addition, Aker has defined financial target indicators (FTIs) that regulate the relationship between cash and interest-bearing debt, as well as the capital structure. The ratios work as guidelines in investment activities and capital allocation.
The governing principle of Aker ASA's dividend policy is that the company should at all times have a solid balance sheet and liquid reserves sufficient to deal with future liabilities. The company aims to pay annual dividends corresponding to 2-4 per cent of net asset value (value-adjusted). The market price of listed companies is used in calculating net asset value, while book value is used for other assets.
Aker has also issued bonds in the Norwegian capital market.
Credit risk
The managements of the main companies have developed their own policies and guidelines on credit risk. Exposure to credit risk is monitored on an ongoing basis.
The Group's principal financial assets are bank deposits and cash, trade and other receivables, derivatives, and investments in shares. The Group's exposure to credit risk is mainly related to external receivables. For large projects, the assessment of credit risk related to customers and subcontractors is an important requirement in the bid phase and throughout the contract period. Revenues related to large and longterm projects are closely followed up in terms of payments up front and in accordance with agreed milestones.
Trade receivables presented in the balance sheet are net of provision for bad debts, which are estimated by the Group's management based on prior experience in addition to specific assessments for some of the receivables. Credit assessments are performed on all customers requesting credit exceeding a certain amount.
Transactions involving derivative financial instruments are with counterparties with sound credit-ratings and with whom the Group has signed a netting agreement. Given their sound credit ratings, management does not expect any counterparty to fail to meet its obligations.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the balance sheet. The maximum exposure to credit risk as at the reporting date was:
| 2014 Maximum exposure to credit risk | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Note | Classified as held for trading |
Designated at fair value through profit and loss |
Available for sale financial assets |
Receivables at amortised cost |
Derivatives qualified for hedge accounting |
Investments held until maturity |
Cash and bank deposits |
Total | |||||
| Financial interest-bearing non-current assets | 19 | - | - | 3 | 1 592 |
- | - | 214 | 1 809 |
|||||
| Other non-current assets including long-term derivatives | 20 | - | 12 | 1 | 310 | - | - | - | 324 | |||||
| Projects under construction | 10, 22 | - | - | - | 8 411 |
- | - | - | 8 411 |
|||||
| Trade receivables, other interest-free short-term receivables | 22 | - | - | - | 15 052 |
- | - | - | 15 052 |
|||||
| Current derivatives | 33 | 96 | - | - | - | 3 294 |
- | - | 3 391 |
|||||
| Interest-bearing short-term receivables | 19 | - | 116 | - | 472 | - | - | - | 588 | |||||
| Cash and cash equivalents | 23 | - | - | - | - | - | - | 12 000 |
12 000 |
|||||
| Total | 96 | 128 | 4 | 25 838 |
3 294 |
- | 12 214 |
41 574 |
| 2014 Maximum exposure to credit risk | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million Note |
Classified as held for trading |
Designated at fair value through profit and loss |
Available for sale financial assets |
Receivables at amortised cost |
Derivatives qualified for hedge accounting |
Investments held until maturity |
Cash and bank deposits |
Total |
| Financial interest-bearing non-current assets 19 |
- | - | 1 021 |
529 | - | - | 516 | 2 066 |
| Other non-current assets including long-term derivatives 20 |
- | 28 | - | 183 | - | - | - | 211 |
| Projects under construction 10, 22 |
- | - | - | 6 472 |
- | - | - | 6 472 |
| Trade receivables, other interest-free short-term receivables 22 |
- | 16 | - | 15 434 |
- | - | - | 15 450 |
| Current derivatives 33 |
1 507 |
- | - | - | 49 | - | - | 1 556 |
| Interest-bearing short-term receivables 19 |
- | 24 | - | 910 | - | - | - | 934 |
| Cash and cash equivalents 23 |
- | - | - | - | - | - | 9 724 |
9 724 |
| Total | 1 507 |
68 | 1 021 |
23 527 |
49 | - | 10 240 |
36 412 |
Trade receivables are allocated by company as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Industrial holdings: | ||
| Aker Solutions | 4 078 |
- |
| Akastor | 2 998 |
6 364 |
| Det norske oljeselskap | 1 382 |
134 |
| Kvaerner | 947 | 796 |
| Ocean Yield | 98 | 73 |
| Aker BioMarine | 118 | 94 |
| Havfisk | 41 | 49 |
| Financial Investments: | ||
| Aker Philadelphia Shipyard | 62 | 126 |
| Norway Seafoods | 250 | 282 |
| Ocean Harvest | 47 | 16 |
| Other companies | 11 | 13 |
| Total trade receivables | 10 031 |
7 946 |
Aging trade receivables and provisions for impairment loss:
| Amounts in NOK million | Gross trade receivables 2014 |
Provision for impairment loss 2014 |
Gross trade receivables 2013 |
Provision for impairment loss 2013 |
|---|---|---|---|---|
| Not past due | 7 021 |
(1) | 5 519 |
- |
| Past due 0-30 days | 1 699 |
(4) | 1 412 |
- |
| Past due 31-120 days | 747 | - | 561 | (2) |
| Past due 121-365 days | 556 | (45) | 485 | (29) |
| Past due more than one year | 157 | (99) | 107 | (107) |
| Total trade receivables | 10 180 |
(149) | 8 084 |
(138) |
| Recognised impairment loss | (63) | (63) |
The recognised impairment loss on trade receivables is included in other operating expenses in the income statement.
Liquidity risk
Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The Group's approach to managing liquidity risk is to ensure that it always has sufficient liquidity to meet its liabilities as they fall due.
Overview of contractual maturities of financial liabilities, including estimated interest payments specified by category of interest-bearing liabilities:
| 2014 Contractual cash flows including estimated interest payments | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Carrying amount | Contractual cash flow | 6 months or less | 6-12 months | 1-2 years | 2-5 years | Over 5 years | ||
| Secured loans | 25 800 |
(30 972) |
(1 416) |
(2 925) |
(2 685) |
(5 915) |
(18 030) |
||
| Unsecured bank loans | 5 816 |
(6 431) |
(1 137) |
(686) | (1 206) |
(3 243) |
(158) | ||
| Unsecured bond issues | 11 573 |
(14 590) |
(333) | (1 138) |
(614) | (8 663) |
(3 841) |
||
| Finance lease liabilities | 7 | (7) | - | (2) | (2) | (4) | - | ||
| Other long-term liabilities | 84 | (101) | (1) | (1) | (94) | (4) | - | ||
| Credit facilities | 133 | (133) | (117) | (16) | - | - | - | ||
| Other short-term liabilities | 402 | (403) | (105) | (298) | - | - | - | ||
| Total contractual cash flows for interest-bearing liabilities | 43 816 |
(52 637) |
(3 109) |
(5 067) |
(4 602) |
(17 829) |
(22 029) |
||
| Short-term derivative financial liabilities | 5 041 |
(5 257) |
(2 028) |
(1 055) |
(1 267) |
(853) | (53) | ||
| Long term derivative financial liabilities | 82 | (82) | - | - | (75) | (7) | - | ||
| Total contractual cash flows for interest-bearing liabilities and | |||||||||
| derivative | 48 940 |
(57 976) |
(5 137) |
(6 122) |
(5 944) |
(18 689) |
(22 082) |
||
| Trade and other payables | 30 581 | ||||||||
| Long-term interest-free liabilities | 17 949 | ||||||||
| Total liabilities | 97 470 |
Long-term interest-free liabilities include NOK 11 845 million in deferred tax liabilities and NOK 250 million in deferred revenue.
The Group's liquidity requirements are expected to be met through the balances of liquid assets and cash flow from operating activities. As at 31 December 2014, the group had cash and cash equivalents of NOK 12 000 million.
Trade and other payables 25 633 Long-term interest-free liabilities 6 617 Total liabilities 64 065
Other items expected to be paid in during the next year include tax receivables of NOK 185 million. In addition, the group has interest-bearing assets of NOK 2 397 million (see Note 19), and other equity investments of NOK 1 267 million (see Note 18).
| 2013 Contractual cash flows including estimated interest payments | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Carrying amount | Contractual cash flow | 6 months or less | 6-12 months | 1-2 years | 2-5 years | Over 5 years | |
| Secured loans | 9 984 |
(11 751) |
(686) | (577) | (1 965) |
(6 625) |
(1 898) |
|
| Unsecured bank loans | 7 731 |
(8 306) |
(2 883) |
(859) | (2 976) |
(1 588) |
- | |
| Unsecured bond issues | 12 331 |
(15 630) |
(2 325) |
(329) | (1 419) |
(5 876) |
(5 681) |
|
| Finance lease liabilities | 7 | (9) | (1) | (1) | (2) | (5) | - | |
| Other long-term liabilities | 35 | (35) | - | (35) | - | - | - | |
| Credit facilities | 85 | (85) | (80) | (5) | - | - | - | |
| Other short-term liabilities | 605 | (606) | (143) | (463) | - | - | - | |
| Total contractual cash flows for interest-bearing liabilities | 30 778 |
(36 422) |
(6 118) |
(2 269) |
(6 362) |
(14 094) |
(7 579) |
|
| Short-term derivative financial liabilities | 987 | |||||||
| Long-term derivative financial liabilities | 50 |
Oil price risk
Det norske oljeselskap's revenues are derived from the sale of petroleum products, and the revenue flow is therefore exposed to oil and gas price fluctuations. As part of the risk management process it is continuously considered to hedge the oil and gas price.
Currency risk
Aker's operation in the international market results in various types of currency exposure for the group. Currency risks arise through ordinary, future business transactions, capitalised assets and liabilities, and when such transactions involve payment in a currency other than the functional currency of the respective company. In addition, currency risk may arise from investments in foreign subsidiaries. The group is mainly exposed to the USD, EUR and GBP.
In Aker's consolidated accounts, the following exchange rates have been applied in translating the accounts of foreign subsidiaries and associated companies.
| Country | Currency | Average rate 2014 |
Rate at 31 Dec. 2014 |
Average rate 2013 |
Rate at 31 Dec. 2013 |
|
|---|---|---|---|---|---|---|
| Great Britain | GBP | 1 | 10.37 | 11.53 | 9.19 | 10.02 |
| USA | USD | 1 | 6.30 | 7.41 | 5.88 | 6.07 |
| Denmark | DKK | 100 | 112.11 | 120.78 | 104.67 | 111.99 |
| Sweden | SEK | 100 | 91.90 | 95.35 | 90.22 | 94.23 |
| The European Union | EUR | 1 | 8.36 | 9.01 | 7.81 | 8.36 |
The average rate and rate as at 31 December have been applied when translating the income statement and balance sheet items, respectively. If the average exchange rate for the period does not provide a fair estimate of the transaction rate, the actual transaction rate is used.
The table below illustrates the Group's sensitivity to foreign currency rate fluctuations. If the Norwegian krone had been 10 per cent stronger in 2014, the effects on the consolidated financial statements would have been as shown below. The sensitivity analysis does not take into account other effects of a stronger currency, such as competiveness, change in the value of derivatives etc.
| Amounts in NOK million | Operating revenue |
Profit before tax |
Equity |
|---|---|---|---|
| USD Other currencies NOK |
13 630 17 966 39 186 |
(1 832) 608 (219) |
17 726 10 509 3 157 |
| Total | 70 782 |
(1 442) | 31 392 |
| Change if NOK 10% stronger | (3 160) |
122 | (2 823) |
| When NOK 10% stronger | 67 623 |
(1 320) | 28 568 |
The operational companies in the group have prepared guidelines on the management of currency risks. Aker ASA's currency policy defines levels for the hedging of expected future cash flows, and is monitored by the company's treasury department. The company uses currency forward contracts and currency option contracts to reduce currency exposure.
Below is a description of the currency risks facing the main companies in the Aker group.
Industrial holdings:
Aker Solutions
The presentation currency of Aker Solutions is NOK. The group operates internationally and is exposed to currency risk on commercial transactions, recognised assets and liabilities and net investments in foreign operations. The group's exposure to currency risk is primarily to USD, EUR, and GBP but also several other currencies. The Aker Solutions policy requires business units to mitigate currency exposure in any project. More than 80 per cent of the exposure value either qualify for hedge accounting or are embedded derivatives. The net value of the currency contracts was NOK -1 289 million as at 31 December 2014.
Akastor
The presentation currency of Akastor is NOK. The group operates internationally and is exposed to currency risk on commercial transactions, recognised assets and liabilities and net investments in foreign operations. The group's exposure to currency risk is primarily to USD, EUR, GBP and BRL but also several other currencies. The Akastor policy requires business units to mitigate currency exposure in any project. More than 80 per cent of the exposure value either qualify for hedge accounting or are embedded derivatives. The net value of the currency contracts was NOK 338 million as at 31 December 2014.
Det norske oljeselskap
The Company changed its functional currency from NOK to USD 15 October 2014. Revenues from sale of petroleum and gas are in USD and GBP, while expenditures are mainly in NOK, USD, SGD, EUR, GBP, CHF and DKK. Exchange rate fluctuations and oil prices involve both direct and indirect financial risk exposure for the company, but because a portion of the expenses are in USD, this risk is mitigated. Currency derivatives may be used. Currency positions are only used to reduce the currency risk relating to the company's ordinary operations. Liquid assets consist of NOK, USD, SGD, EUR, GBP, CHF and DKK. All bank deposits shall be placed in accounts with interest rates and prices denominated in NOK, EUR or USD. The value of the currency contracts was USD -25 million as at 31 December 2014.
Kvaerner
The presentation currency of Kvaerner is NOK. Kvaerner operates internationally and is exposed to currency risk on commercial transactions, recognised assets and liabilities. The group's exposure to currency risk is primarily related to USD, GBP, CAD, and EUR. The purpose of the group's hedging policy is generally to secure that entities hedge their entire contractually bidding currency risk exposure in any project using forward contracts. The net value of the currency contracts was NOK -39 million as at 31 December 2014.
Ocean Yield
The presentation currency of Ocean Yield is USD. The operating companies in the Ocean Yield group have prepared guidelines for the management of currency risks. The currency policy defines levels for the hedging of expected future cash flows. The company may utilise currency forward contracts and currency option contracts from time to time to reduce currency exposure. The group faces currency risks in connection with sales, purchases and loans in currencies other than USD. Its currency risk is mainly related to NOK. The value of the currency contracts was USD -27 million as at 31 December 2014.
Aker BioMarine
The presentation currency of Aker BioMarine is USD. Aker BioMarine operates in the international market and is exposed to foreign exchange risk, primarily through fluctuations in USD, EUR and NOK, as a result of commercial transactions in other currencies than the entity's functional currency. The company has NOK denominated financial instruments, thus the balance sheet is exposed to changes in NOK/USD exchange rate. Aker BioMarine seeks to maintain the greatest possible natural
foreign currency hedging by keeping revenues and expenses in the same currency. Aker BioMarine had no currency derivatives as at 31 December 2014.
Havfisk
The presentation currency of Havfisk is NOK. The company is not directly exposed to fluctuations in other currencies as Havfisk does not have any foreign subsidiaries and all sales are in NOK.
Financial investments (subsidiaries):
Aker Philadelphia Shipyard
The presentation currency of Aker Philadelphia Shipyard is USD. The company faces currency risks related to sales, purchases and loans in currencies other than USD. Currency risk is mainly related to EUR, NOK and KRW (South Korean won). As at 31 December 2014, Aker Philadelphia Shipyard had currency contracts for the purchase of KRW totalling USD 54 million and EUR totalling USD 2 million. The value of the currency contracts was USD -1.9 million as at 31 December 2014.
Norway Seafoods
The presentation currency of Norway Seafoods is NOK. The group incurs currency risk on sales denominated in currencies other than NOK. The group's exposure is mainly related to EUR, GBP, DKK and USD. Approximately 50 per cent of all receivables in EUR and GBP are hedged, and approximately 50 per cent of anticipated sales in the next 12 months are also hedged at all times The value of the hedging contracts was NOK -10 million as at 31 December 2014.
Ocean Harvest
Ocean Harvest incurs currency risk on sales denominated in currencies other than NOK. The company is mainly exposed to USD. A subsidiary has ARS (Argentine peso) as its functional currency, and is exposed to fluctuations in the NOK/ARS exchange rate. Ocean Harvest had no currency derivatives as at 31 December 2014.
Fornebuporten
Fornebuporten incurs currency risk on purchases and sales denominated in currencies other than NOK. The company is mainly exposed to GBP. Fornebuporten had no currency derivatives as at 31 December 2014.
Aker ASA
Aker ASA hedges its net exposure from foreign currency cash flows, but does not generally hedge its balance sheet positions. The cash flows, including identified structural transactions and any debt in foreign currency, are hedged at fixed intervals. In total Aker ASA has hedged USD 61 million net by means of forward contracts and options (European). In addition Aker ASA has an interest- and foreign currency agreement of SEK 1 150 million. As at 31 December 2014 the accounts shows an unrealised loss of NOK 75 million on all foreign exchange agreements.
Interest rate risk
The group's interest rate risk arises from long-term borrowings and receivables. Borrowings and receivables issued at variable rates expose the group to cash flow interest rate risk. Securities issued at fixed rates expose the group to fair value interest rate risk.
Exposure to interest rate risk
As at 31 December 2014, the interest rate profile of the group's interest-bearing financial instruments was as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Fixed rate instruments: Financial assets |
187 | 194 |
| Financial liabilities | (10 062) |
(8 148) |
| Net fixed rate instruments | (9 874) |
(7 953) |
| Variable rate instruments: | ||
| Financial assets | 14 210 |
12 530 |
| Financial liabilities | (33 754) |
(22 630) |
| Net variable rate instruments | (19 545) |
(10 101) |
| Net interest-bearing debt (-) / assets (+) | (29 419) |
(18 054) |
Fair value sensitivity analysis for fixed-rate instruments
The Group does not recognise any fixed rate financial assets and liabilities at fair value through profit or loss.
Fair value of interest rate swaps which are designated as hedges for part of debt is NOK -146 million. A change in interest rates as at the reporting date would not affect profit or loss, but would appear as a change in the fair value of the cash flow hedge in the Group's comprehensive income.
Other interest rate derivatives are not designated as hedges, and hence a change in the interest rate would affect profit or loss with respect to these instruments. In 2014, the Aker Group incurred an expense of NOK 197 million related to interest rate derivatives.
Note 7 Acquisition of subsidiaries and transactions with minority interests
Acquisition of subsidiaries in 2014
On 15 October 2014, Aker's subsidiary Det norske oljeselskap finalised the acquisition of 100 per cent of the shares in Marathon Oil Norge AS. The transaction was announced on 2 June 2014, and Det norske oljeselskap paid a cash consideration of NOK 13.9 billion (USD 2.1 billion). The acquisition was financed through a combination of equity and debt, by issuing NOK 3 billion in new equity and securing a reserve-based lending facility of USD 3 billion. Aker participated with NOK 1.5 billion in the equity issue. The main reasons for the acquisition were to diversify the asset base by getting access to production and cash flow and create a strong platform for future organic growth. The portfolio of licences from Marathon Oil Norge AS comes with limited capital expenditure commitments and high near-term production that complement the planned production start of Det norske's Ivar Aasen and Johan Sverdrup developments.
The acquisition date for accounting purposes corresponds to the finalisation of the acquisition on 15 October 2014. For tax purposes the effective date was 1 January 2014. The acquisition is regarded as a business combination and has been accounted for using the acquisition method of accounting in accordance with IFRS 3. A purchase price allocation (PPA) has been performed to allocate the cash consideration to fair value of assets and liabilities from Marathon Oil Norge AS. The PPA is performed as of the accounting date 15 October 2014.
Each identifiable asset and liability is measured at its acquisition date fair value based on guidance in IFRS 13. The standard defines fair value as 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. When measuring fair value, the company uses the assumptions that market participants would use when pricing the asset or liability under current market conditions, including assumptions about risk. Acquired property, plant and equipment have been valued using the cost approach (replacement cost), while intangible assets have been valued based on estimated future cash flows.
Accounts receivable are recognised at gross contractual amounts due, as they relate to large and credit worthy customers. Historically, there has been no significant uncollectible accounts receivable in Marathon Oil Norge AS.
The recognised amounts of assets and liabilities assumed as at the date of the acquisition were as follows:
| Amounts in NOK million | 15.10.2014 |
|---|---|
| Capitalised oil and gas exploration expenses | 251 |
| Other intangible assets | 3 414 |
| Property, plant, and equipment | 10 858 |
| Inventories | 117 |
| Trade receivables | 550 |
| Other short-term receivables | 473 |
| Cash and cash equivalents | 3 898 |
| Total assets | 19 560 |
| Pension liabilities | 80 |
| Deferred tax liabilities | 6 030 |
| Long-term abandonment provision | 2 225 |
| Provision for other liabilities | 154 |
| Trade creditors | 17 |
| Accrued public charges and indirect taxes | 19 |
| Short-term abandonment provision | 31 |
| Other current liabilities | 814 |
| Short-term derivatives | 89 |
| Tax payable | 6 023 |
| Total liabilities | 15 481 |
| Total identifiable net assets at fair value | 4 080 |
| Goodwill arising on acquisition | 9 832 |
| Total consideration paid on acquisition | 13 912 |
| Less cash and cash equivalents acquired | (3 898) |
| Acquisition, net of cash acquired | 10 014 |
The above valuation is based on currently available information about fair values as of the acquisition date. If new information becomes available within 12 months from the acquisition date, the company may change the fair value assessment in the PPA, in accordance with guidance in IFRS 3.
From the date of acquisition (15 October 2014) to 31 December 2014, the activity of the acquired businesses contributed NOK 2.3 billion (USD 338 million) to group operating revenue and NOK 543 million (USD 79 million) to group profit (before impairment of USD 340 million related to the acquisition, see Note 12 and 16). If the acquisition had taken place at the beginning of the year, group operating revenue and profit for the year 2014 would have been NOK 82.2 billion and NOK 2.6 billion, respectively. The acquisition has no impact on other comprehensive income for 2014.
The goodwill of NOK 9.8 billion (USD 1 486 million) arises principally because of the following factors:
-
- The ability to capture synergies that can be realised from managing a portfolio of both acquired and existing fields on the Norwegian Continental Shelf. The synergies are mainly related to the utilisation of Det norske oljeselskap's loss carried forward against tax payable in Marathon Oil Norge AS, as well as synergies from the workforce in the two organisations ("residual goodwill").
-
- The requirement to recognise deferred tax assets and liabilities for the difference between the assigned fair values and the tax bases of assets acquired and liabilities assumed in a business combination. Licences under development and licences in production can only be sold in a market after tax, based on decision made by Ministry of Finance pursuant to the Petroleum Taxation Act Section 10. The assessment of fair value of such licences is therefore based on cash flows after tax. Nevertheless, in accordance with IAS 12 Sections 15 and 19, a provision is made for deferred tax corresponding to the tax rate multiplied with the difference between the acquisition cost and the tax base. The offsetting entry to this deferred tax is goodwill. Hence, goodwill arises as a technical effect of deferred tax ("technical goodwill").
Reconciliation of goodwill:
| Amounts in NOK million | 15.10.2014 |
|---|---|
| Goodwill as a result of deferred tax - technical goodwill |
7 916 |
| Goodwill related to synergies - residual goodwill | 1 916 |
| Total goodwill before impairment charges | 9 832 |
| Impairment charges, see note 12 and 16 | (2 524) |
| Net goodwill as at 31 December 2014 | 7 308 |
None of the goodwill recognised will be deductible for income tax purposes.
In addition, Aker paid NOK 126 million for other acquisitions of subsidiaries. The amount includes deferred payment related to acquisitions for earlier years.
Transactions with minority interests in 2014
In 2014, the net purchase of minority interests was NOK 72 million. This led to a decrease in minority interests of NOK 41 million and a decrease in majority interests of NOK 27 million, recognised directly in equity and attributed to the equity holders in the parent company. In addition, subsidiaries acquired own shares for NOK 162 million, it led to a decrease in minority interests of NOK 99 million and a decrease of majority interests of NOK 63 million. See also Note 25.
Main transactions:
In the first quarter 2014 Aker Philadelphia Shipyard issued 2.41 million new shares priced at NOK 165 per share, raising proceeds of approximately USD 65 million. Aker did not participate in the share issue. The transaction increased minority interest with NOK 382 million. In May 2014, Aker ASA acquired 891 762 shares in Aker Solutions ASA for NOK 87 million. The transaction increased the direct ownership in Aker Solutions from 6.0 per cent to 6.3 per cent and reduced minority interests with NOK 58 million.
In the third quarter 2014 Det norske oljeselskap completed a NOK 3 003 million equity rights issue, increasing the number of outstanding shares to 202.6 million. Aker participated with its pro-rata share of NOK 1 501 million. The transaction increased minority interest with NOK 1 488 million (after transaction costs).
In the third and fourth quarter 2014 Aker Philadelphia Shipyard purchased own shares reducing minority interests with NOK 48 million. Also in the fourth quarter, Ocean Yield acquired the diving support and offshore construction vessel SMB Installer. The vessel, which was built in 2013, was delivered in December 2014 and is chartered back to SBM Holding ("SBM") for a period of 12 years. Ocean Yield has established a single purpose company for the ownership of the vessel, in which SBM owns 25 per cent. The transaction increased minority interests with NOK 73 million.
The total purchase price of subsidiaries and minority interests in 2014 is NOK 10 228 million. Total sales of minority interests and subsidiaries (see Note 8), were NOK 7 071 million in 2014. Purchase prices and sales prices are stated net of cash acquired and disposed.
Acquisition of subsidiaries in 2013
In 2013 Aker acquired several minor companies. In February 2013, Aker Solutions entered into an agreement to allow it to acquire 100 per cent of the shares and voting rights of Enovate Systems Ltd. GBP 71.4 million was paid in consideration for the shares. Also in February 2013, Aker Solutions acquired 100 per cent of the shares and voting rights of Managed Pressure Operations International Ltd (MPO). USD 67.8 million was paid in consideration for the shares and repayment of debt at the transaction date. In August 2013, Aker Solutions acquired 100 per cent of the shares and voting rights of Opus Maxim Ltd (Opus). GBP 12.8 million was paid in consideration for the shares. In addition comes a deferred payment of maximum GBP 1 million over three years tied to profitability of the stand-alone business (calculated as 3 per cent of accumulated revenue). In October, Aker purchased the company Bekkestua Syd AS for NOK 108 million. The purchase is related to Aker's property project Fornebuporten. The acquisition of the real estate company is recognised as an asset acquisition.
The total recognised amounts of assets and liabilities assumed as at the dates of the acquisitions were as follows:
| Amounts in NOK million | 2013 |
|---|---|
| Property, plant and equipment | 376 |
| Intangible assets | 386 |
| Inventory, trade and other receivables | 163 |
| Cash and bank deposits | 56 |
| Total assets | 981 |
| Interest-bearing loans | 135 |
| Deferred tax liability | 110 |
| Provisions and other long-term liabilities | 29 |
| Tax payable, trade and other payables | 167 |
| Total assets | 441 |
| Total identifiable net assets at fair value | 539 |
| Goodwill arising on acquisition | 724 |
| Total consideration paid and contingent consideration (earn-out) | 1 263 |
| Less cash and cash equivalents acquired | (56) |
| Less contingent consideration (earn-out) | (17) |
| Acquisitions, net of cash acquired | 1 190 |
Transactions with minority interests in 2013
In 2013, Aker net purchased minority interests for NOK 1 852 million. In addition, the minority interests in Aker BioMarine were purchased using shares in Aker ASA as consideration; see description below. This led to a decrease in minority interests of NOK 1 080 million and an decrease in majority interests of NOK 795 million, recognised directly in equity and attributed to the equity holders in the parent company. See also Note 25.
In September 2012, Aker proposed a merger between its wholly-owned subsidiary Aker Seafoods Holding and Aker BioMarine. The merger was structured as a triangular merger, whereby minority shareholders in Aker BioMarine were offered shares in Aker as consideration. The proposal was approved in November 2012, and the merger was completed in January 2013. Aker BioMarine was subsequently delisted from Oslo Stock Exchange. Aker contributed 816 860 shares from its own treasury stock holding as consideration shares for the merger. The transaction reduced minority interests by NOK 140 million.
Ocean Yield issued 33.5 million shares priced at NOK 27 per share in an initial public offering in June, raising gross proceeds (received in July), of NOK 904 million. The shares began trading on Oslo Stock Exchange on 5 July 2013.
On 5 August 2013, the over-allotment option in the Ocean Yield share issue was exercised. This involved a total of 1 757 425 shares in Ocean Yield ASA. Following the sale of these shares by Aker ASA to the Joint Bookrunners, Aker ASA held 98 242 575 shares in Ocean Yield, equal to 73.46 per cent of the shares and votes in the company. The exercise price equalled the offer price, i.e. NOK 27 per share. The transaction increased minority interests by NOK 47 million. Following a share issue to employees in December 2013, Aker's shareholding is 73.43 per cent.
In November 2013, Aker ASA purchased 16.44 million shares in Aker Solutions ASA (6 per cent) for NOK 1 900 million. The transaction reduced minority interests with NOK 761 million.
The total purchase price of subsidiaries and minority interests in 2013 is NOK 3 141 million. Total sales of minority interests and subsidiaries (see Note 8), were NOK 4 million in 2013. Purchase prices and sales prices are stated net of cash acquired and disposed.
Note 8 Sale of subsidiaries and discontinued operations
Sale of subsidiaries in 2014
On 21 May 2014, Akastor sold the 93 per cent shareholding in K2 Hotellbygg AS. The consideration was NOK 175 million and resulted in a gain of NOK 113 million. In November 2014, Fornebuporten sold a subsidiary related to a sale of three office buildings at Aberdeen International Business Park. The consideration was NOK 1.2 billion and resulted in a gain of NOK 148 million. The disposals do not represent a separate major line of business, and is not presented as discontinued operations.
Discontinued operations
Akastor
Mooring and loading systems business
On 30 October 2013, Akastor sold its mooring and loading systems business (MLS) to Cargotec. The unit, known for the Pusnes brand name, provides mooring equipment, loading and offloading systems, as well as deck machinery for the global offshore and shipping markets. The division employs about 370 people in Europe, Asia and the Americas and has its main office in Arendal, Norway. The transaction was completed on 30 January, 2014.
Well-intervention services businesses
On 22 November 2013, Akastor agreed to sell its well intervention services businesses (WIS) to EQT. The business provides services that optimise flows from oil reservoirs and its main markets are in the UK and Norway. The division has about 1 500 employees in Europe, Asia, the US and the Middle East. The transaction was completed on 9 January, 2014. The agreement includes an earn-out provision where Akastor will receive 25 per cent of any internal rate of return exceeding 12 per cent a year on EQT's equity investment. An earn-out of NOK 120 million has been recognised in the accounts, and represents estimated fair value at transaction date.
New Aker Solutions
On 28 September, 2014, the demerger of Aker Solutions was completed and Aker Solutions Holding ASA ("New Aker Solutions"), a subsidiary of Akastor ASA established for the purposes of the demerger, was listed on the Oslo Stock Exchange. The demerger is eliminated in the Aker group accounts as shown in the table below.
Kvaerner
In December 2013, Kvaerner sold its onshore construction business in North America to Matrix Service Company. Following the sale, Kvaerner will not have any remaining operations in the US within the Downstream & Industrial segment, and the remaining legacies within the segment are presented as discontinued operations
| 2014 2013 Results from discontinued operations |
||||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Akastor | Kvaerner | Eliminations | Total | Akastor | Kvaerner | Eliminations | Total |
| Operating revenues | 24 007 |
4 | (23 876) |
135 | 32 403 |
1 362 |
(28 965) |
4 800 |
| Operating expenses | (22 432) |
(121) | 22 313 |
(240) | (30 536) |
(1 398) |
27 478 |
(4 456) |
| Financial items | (118) | - | 118 | - | (23) | - | 13 | (10) |
| Profit before tax | 1 457 |
(117) | (1 445) |
(105) | 1 844 |
(37) | (1 474) |
333 |
| Tax expense | (429) | 21 | 429 | 21 | (482) | (29) | 374 | (137) |
| Profit for the period | 1 028 |
(96) | (1 016) |
(83) | 1 362 |
(66) | (1 100) |
196 |
| Gain on sale of discontinued operations | 2 852 |
- | (118) | 2 734 |
- | 272 | - | 272 |
| Net gain from discontinued operations | 2 852 |
- | (118) | 2 734 |
- | 272 | - | 272 |
| Net profit from discontinued operations | 3 880 |
(96) | (1 134) |
2 650 |
1 362 |
206 | (1 100) |
468 |
| Earnings per share of discontinued operations | 2014 | 2013 | ||||||
| Basic earnings per share from discontinued operations (NOK) | 12.15 | 1.85 | ||||||
| Diluted earnings per share from discontinued operations (NOK) | 12.15 | 1.85 | ||||||
| Cash flow from discontinued operations | 2014 | 2013 |
| Amounts in NOK million | Akastor | Kvaerner | Eliminations | Total | Akastor | Kvaerner | Eliminations | Total |
|---|---|---|---|---|---|---|---|---|
| Net cash from operating activates | 589 | (154) | (588) | (153) | 3 070 | 45 | (2 601) | 514 |
| Net cash from investing/financing | 4 716 | 122 | 882 | 5 720 | (2 278) | (317) | 1 868 | (727) |
| Total | 5 305 | (32) | 294 | 5 567 | 792 | (272) | (733) | (213) |
| Consideration received and cash demerger | 5 140 | - | 1 064 | 6 204 | - | 599 | - | 599 |
| Cash and cash equivalents disposed of | (256) | - | - | (256) | - | (223) | - | (223) |
| Net cash inflow | 4 884 | - | 1 064 | 5 948 | - | 376 | - | 376 |
Note 9 Operating segments and significant subsidiaries
Operating segments are identified based on the Group's internal management- and reporting structure. The Group's chief operating decision makers, who are responsible for the allocation of resources and assessment of performance in the different operating segments, are defined as the board of directors, the CEO and the CFO.
Aker's investment portfolio comprises two segments: Industrial holdings and Financial investments. The primary focus for businesses within Industrial holdings is long-term value creation. Businesses within Financial investments are managed as a portfolio with focus on financial and strategic opportunities.
Recognition and measurement applied to segment reporting are consistent with the accounting principles applied when preparing the financial statements. Transactions between segments are conducted on market terms and conditions. Operational revenues from geographical segments are based on customers' geographical locations, while segment assets are based on the geographical location of companies.
An overview of operating segments:
Industrial holdings
| Aker Solutions | Leading global supplier of products, systems and services for the oil and gas industry. The Aker Group's ownership interest is 46.93 per cent. Aker ASA indi rectly owns 34.8 per cent. Aker Kværner Holding AS owns 40.56 per cent of Aker Solutions ASA. Aker ASA owns 70 per cent of Aker Kværner Holding AS. In addition, Aker ASA owns directly 6.37 per cent of Aker Solutions. |
|---|---|
| Akastor | Akastor is an oil-services investment company with a portfolio of indus trial holdings, real estate and other investments. The Aker Group's own ership interest is 46.60. Aker ASA indirectly owns 34.5 per cent. Aker Kværner Holding AS owns 40.27 per cent of Akastor ASA. Aker ASA owns 70 per cent of Aker Kværner Holding AS. In addition, Aker ASA owns directly 6.33 per cent of Akastor. |
| Det norske oljeselskap | Oil company. Exploration and production on the Norwegian continental shelf. Ownership interest 49.99 per cent. |
| Kvaerner | Leading global provider of engineering and construction services to the energy and process industry. The Aker Group's ownership interest is 41.02 per cent. The company is defined as an associated company in the Aker Group, and is accounted for using the equity method. Aker ASA indirectly owns 28.7 per cent. Aker Kværner Holding AS owns 41.02 per cent of Kværner ASA. Aker ASA owns 70 per cent of Aker Kværner Holding AS. |
| Ocean Yield | Owns, operates and charters vessels. Ownership interest 73.21 per cent. |
| Aker BioMarine | Biotechnology company. Harvesting of krill, production and sale. Ownership interest 99.02%.The group will be renamed «Superba». |
| Havfisk | Harvesting of white fish. Ownership interest 73.25 per cent. |
Financial investments
| Converto Capital Fund | Investment fund, managed by Converto. Ownership interest 99.8 per cent. |
|---|---|
| Main companies in Converto Capital Fund |
Aker Philadelphia Shipyard Design and construction of vessels. Ownership interest 57.6 per cent. |
| Norway Seafoods Processing and sales of seafood. Ownership interest 73.6 per cent. |
|
| Align Leading provider of process and safety- critical products, solutions and services to the oil and gas industry. Ownership interest 38.8 per cent. The company is defined as an associated company in the Aker Group, and is accounted for using the equity method. |
|
| Other and eliminations | Aker ASA and holding companies Cash, other financial investments and other assets. Companies included are listed in Note 1 in annual accounts of Aker ASA and holding companies. |
| Other Other companies and eliminations. See next section for overview of group entities. |
Subsidiaries
Aker Solutions, Akastor and Kvaerner
See note 3 regarding the assessment of control of Aker Solutions, Akastor and Kvaerner.
Det norske oljeselskap ("Det norske")
Although the Aker Group owns less than half of the shares in Det norske (49.99 per cent), it is concluded that the Group has control of the company. This is due to the remaining ownership in Det norske being dispersed on a large number of shareholders, historical attendances at Det norske's general assemblies demonstrate that Aker have had the ability to control the outcome of the votings, and that there are no indications that the remaining shareholders coordinate their exercise of shareholder influence.
Significant subsidiaries in the Aker group accounts are presented in the table below. Companies owned directly by Aker ASA are highlighted. Group's ownership in per cent and Group's share of votes in per cent are equal if nothing else is indicated.
| Business address | ||||
|---|---|---|---|---|
| Group's ownership |
||||
| in% | City location | Country | ||
| Havfisk ASA (HFISK) | 73.25 | Ålesund | Norway | |
| Hammerfest Industrifiske AS | 60.00 | Hammerfest | Norway | |
| Finmark Havfiske AS | 98.00 | Melbu | Norway | |
| Nordland Havfiske AS | 100.00 | Stamsund | Norway | |
| Converto Capital Fund | 99.80 | Oslo | Norway | |
| Norway Seafoods Group ASA | 73.63 | Oslo | Norway | |
| Aker Philadelphia Shipyard ASA | 57.56 | Oslo | Norway | |
| Ocean Harvest AS | 100.00 | Oslo | Norway | |
| Superba ASA (former Aker BioMarine) | 99.02 | Oslo | Norway | |
| Aker BioMarine Antarctic AS | 100.00 | Oslo | Norway | |
| Aker BioMarine Antarctic Services AS | 100.00 | Oslo | Norway | |
| Aker BioMarine Antarctic US Inc | 100.00 | Issaquah | USA | |
| Aker BioMarine Antarctic Pty Ltd | 100.00 | Melbourne | Australia | |
| Norron Asset Management AB | 48.18 | Stockholm | Sweden | |
| Aker Capital AS | 100.00 | Oslo | Norway | |
| Det norske oljeselskap ASA | 49.99 | Trondheim | Norway | |
| Aker Holding Start 2 AS | 100.00 | Oslo | Norway | |
| Aker US Services LLC | 100.00 | Seattle | USA | |
| Navigator Marine AS | 100.00 | Oslo | Norway | |
| Setanta Energy Group BV | 81.10 | Amsterdam | Netherlands | |
| Fornebuporten Holding AS1 | 99.99 | Oslo | Norway | |
| Aker Achievement AS | 100.00 | Oslo | Norway | |
| Aker Maritime Finance AS | 100.00 | Oslo | Norway | |
| Old Kværner Invest AS | 100.00 | Oslo | Norway | |
| Sea Launch Holding AS | 100.00 | Oslo | Norway | |
| Ocean Yield ASA (OCY) | 73.21 | Oslo | Norway | |
| New Pollock LP, Inc | 100.00 | Seattle | USA | |
| Aker ShipLease AS | 100.00 | Oslo | Norway | |
| Aker Floating Production ASA (AFP) | 100.00 | Oslo | Norway | |
| Connector 1 Holding AS | 100.00 | Oslo | Norway | |
| LH Shiplease AS | 100.00 | Oslo | Norway | |
| F-Shiplease Holding AS | 100.00 | Oslo | Norway | |
| Ocean Holding AS | 100.00 | Oslo | Norway | |
| OCY Albany | 100.00 | Oslo | Norway | |
| OCY Severn | 100.00 | Oslo | Norway | |
| OCY Thelon | 100.00 | Oslo | Norway | |
| OS Installer | 75.00 | Oslo | Norway |
| Business address | |||||
|---|---|---|---|---|---|
| Group's ownership in% |
City location | Country | |||
| Aker Kværner Holding AS (AKH) | 70.00 | Oslo | Norway | ||
| Aker Solutions ASA (AKSO) | 40.562 | Fornebu | Norway | ||
| Aker Engineering & Technology AS | 100.00 | Fornebu | Norway | ||
| Aker Solutions MMO AS | 100.00 | Stavanger | Norway | ||
| Aker Subsea AS | 100.00 | Fornebu | Norway | ||
| Aker Subsea Ltd | 100.00 | Maidenhead | United Kingdom | ||
| Akastor ASA (AKA) | 40.273 | Fornebu | Norway | ||
| MHWirth GmbH MHWirth AS |
100.00 100.00 |
Erkelenz Kristiansand |
Germany Norway |
||
| MHWirth Inc | 100.00 | Houston | USA | ||
| Frontica AS | 100.00 | Fornebu | Norway | ||
| Frontica Advantage AS | 100.00 | Bergen | Norway | ||
| AKOFS Offshore Servicos de Petroleo | |||||
| e Gas do Brazil Ltda5 | 100.00 | Rio de Janeiro | Brasil | ||
| AKOFS 1 AS | 100.00 | Oslo | Norway | ||
| AKOFS 2 AS | 100.00 | Oslo | Norway | ||
| AKOFS 3 AS | 100.00 | Oslo | Norway | ||
| AKOFS Offshore AS | 100.00 | Oslo | Norway | ||
| AKOFS Wayfarer AS | 100.00 | Fornebu | Norway | ||
| Fjords Processing AS | 100.00 | Fornebu | Norway | ||
| KOP Surface Products Pte Ltd | 100.00 | Singapore | Singapore | ||
| Akastor Real Estate AS | 100.00 | Fornebu | Norway | ||
| Step Oiltools BV (voting rights 100 %) | 76.00 | Amsterdam | Netherlands | ||
| KværnerASA (KVAER) | 41.02 | Oslo | Norway | ||
| Kværner Engineering AS | 100.00 | Oslo | Norway | ||
| Kværner Stord AS | 100.00 | Stord | Norway | ||
| Kværner Verdal AS | 100.00 | Verdal | Norway |
1) In accordance with UK Companies Act 2006, the Fornebuporten Holding subsidiaries Abstract (Aberdeen 2) Limited (reg. no. 08271923) and Abstract International Business Park Limited (reg. no. 08361458) are exempt from audit of accounts under section 479A.
2) In addition, Aker ASA owns 6.37 per cent direct
3) In addition, Aker ASA owns 6.33 per cent direct
**) Ownership percentage shown is percentage ownership of the relevant entity's parent.
Compa-
2014 - Operating segments
| Amounts in NOK million | Aker Solutions1 |
Akastor1 | Det norske olje selskap |
Kvaerner | Ocean Yield |
Aker BioMarine |
Havfisk | Elimi nations1 |
Total industrial holdings |
nies in financial invest ments |
Other and elimi nations |
Total financial invest ments |
Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| External operating revenues | 30 332 | 16 836 | 3 162 | 13 711 | 1 358 | 703 | 1 049 | - | 67 151 | 3 652 | (21) | 3 631 | 70 782 |
| Inter-segment revenues | 2 639 | 4 596 | - | 234 | 213 | - | - | (7 681) | - | 15 | (15) | - | - |
| Operating revenues | 32 971 | 21 432 | 3 162 | 13 945 | 1 570 | 703 | 1 049 | (7 681) | 67 151 | 3 667 | (36) | 3 631 | 70 782 |
| EBITDA | 2 675 | 1 380 | 1 435 | 828 | 1 365 | 40 | 299 | (430) | 7 592 | 155 | (22) | 133 | 7 725 |
| Depreciation and amortisation | (591) | (915) | (1 088) | (70) | (608) | (110) | (130) | 25 | (3 485) | (116) | 7 | (109) | (3 594) |
| Impairment changes and non-recurring items | (74) | (1 171) | (2 547) | (266) | (24) | (20) | - | (270) | (4 372) | (2) | 283 | 281 | (4 091) |
| Operating profit | 2 010 | (706) | (2 199) | 492 | 734 | (90) | 169 | (675) | (265) | 37 | 267 | 305 | 39 |
| Share of earnings in associates and joint ventures | - | (126) | - | (59) | - | (9) | - | - | (194) | 74 | 117 | 191 | (3) |
| Interest income | 55 | 52 | 47 | 8 | 118 | 1 | 10 | (5) | 287 | 23 | 44 | 68 | 354 |
| Interest expense | (187) | (406) | (564) | (55) | (215) | (43) | (73) | 62 | (1 482) | (82) | (319) | (401) | (1 883) |
| Other financial items | (62) | (467) | 6 | (59) | 16 | 33 | 154 | 1 | (377) | 268 | 160 | 427 | 50 |
| Profit before tax | 1 817 | (1 653) | (2 711) | 329 | 652 | (109) | 260 | (617) | (2 032) | 320 | 270 | 590 | (1 442) |
| Tax expense | (516) | 266 | 618 | (301) | (18) | (1) | (64) | (107) | (124) | (118) | 55 | (63) | (187) |
| Profit for the year from continuing operations | 1 300 | (1 387) | (2 093) | 27 | 635 | (110) | 197 | (724) | (2 155) | 202 | 325 | 526 | (1 629) |
| Result from discontinued operations (net of tax) | - | 3 880 | - | (96) | - | - | - | (1 070) | 2 714 | - | (64) | (64) | 2 650 |
| Profit for the year | 1 300 | 2 493 | (2 093) | (69) | 635 | (110) | 197 | (1 794) | 559 | 202 | 260 | 462 | 1 021 |
| Profit for the year to equity holders of the parent2 | 148 | 801 | (1 046) | (17) | 464 | (110) | 143 | (846) | (463) | 164 | 260 | 424 | (39) |
| Dividends received by Aker ASA and holding companies | - | 379 | - | 95 | 316 | - | - | - | 790 | 54 | - | 54 | 844 |
| Property, plant, equipment, intangibles and interest-free | |||||||||||||
| fixed assets | 9 750 |
11 203 |
34 717 |
1 711 |
10 061 |
1 364 |
2 020 | (453) | 70 373 | 3 939 | 3 710 | 7 650 | 78 023 |
| Shares and investments in associated companies | - | 264 | - | 288 | - | 33 | - | - | 584 | 943 | (26) | 917 | 1 502 |
| Other shares | 13 | 347 | 14 | 9 | - | - | - | - | 383 | 347 | 537 | 884 | 1 267 |
| External interest-bearing fixed assets Interest-free current assets |
9 14 197 |
131 11 205 |
13 2 935 |
2 4 206 |
1 493 116 |
44 397 |
3 120 |
- (848) |
1 695 32 328 |
100 1 477 |
14 (81) |
114 1 396 |
1 809 33 724 |
| External interest-bearing current assets | - | 142 | 24 | - | - | 35 | - | - | 201 | 386 | - | 386 | 588 |
| Internal interest-bearing receivables | 82 | 63 | - | - | 1 183 |
- | 215 | (1 328) | 215 | 5 | (220) | (215) | - |
| Cash and cash equivalents | 3 339 |
1 075 |
2 195 |
1 208 |
566 | 18 | 146 | - | 8 547 | 589 | 2 864 | 3 453 | 12 000 |
| Total assets | 27 391 |
24 430 |
39 898 |
7 424 |
13 419 |
1 891 |
2 504 | (2 629) | 114 327 | 7 787 | 6 798 | 14 585 128 912 | |
| Equity | 5 677 |
9 378 |
4 829 |
2 337 |
5 247 |
558 | 872 | (267) | 28 631 | 3 392 | (23 300) | (19 908) | 8 723 |
| Minority | 216 | - | - | - | 78 | - | 4 | (164) | 134 | 1 | 22 533 | 22 535 | 22 669 |
| Non interest-bearing debt | 17 670 | 10 024 |
18 097 |
4 599 |
724 | 170 | 340 | (675) | 50 949 | 1 087 | 1 669 | 2 756 | 53 705 |
| Internal interest-bearing debt | 64 | 1 458 |
- | - | - | 100 | - | (1 522) | 100 | 700 | (800) | (100) | - |
| External interest-bearing debt | 3 764 |
3 570 |
16 972 |
487 | 7 370 |
1 063 |
1 288 | - | 34 514 | 2 606 | 6 696 | 9 302 | 43 816 |
| Total assets and liabilities | 27 391 |
24 430 |
39 898 |
7 424 |
13 419 |
1 891 |
2 504 | (2 629) | 114 327 | 7 787 | 6 798 | 14 585 128 912 | |
| Impairment and sales losses Investments3 |
(74) 1 382 |
(1 171) 1 904 |
(2 547) 29 365 |
(266) 130 |
(24) 2 047 |
(20) 73 |
- 292 |
(270) (483) |
(4 372) 34 710 |
(2) 1 586 |
283 - |
281 1 586 |
(4 091) 36 296 |
2013 - Operating segments
| Amounts in NOK million | Aker Solutions |
Akastor | Det norske olje selskap |
Kvaerner | Ocean Yield |
Aker BioMarine |
Havfisk | Other indus trial holdings |
Total indus trial hol dings |
Converto Capital Fund3 |
Other and elimi nations |
Total financial invest ments |
Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| External operating revenues | 29 058 | 18 448 | 944 | 12 960 | 1 404 | 689 | 779 | (7 197) 57 085 | 4 310 | (13) | 4 297 | 61 382 | |
| Inter-segment revenues | - | - | - | - | - | - | - | - | - | 11 | (11) | - | - |
| Operating revenues | 29 058 | 18 448 | 944 | 12 960 | 1 404 | 689 | 779 | (7 197) 57 085 | 4 321 | (24) | 4 297 | 61 382 | |
| EBITDA | 2 079 | 1 355 | (1 091) | 636 | 1 220 | 21 | 211 | (203) | 4 228 | 301 | (246) | 55 | 4 283 |
| Depreciation and amortisation | (486) | (749) | (471) | (63) | (597) | (96) | (105) | (24) | (2 591) | (136) | 5 | (131) | (2 722) |
| Impairment changes and non-recurring items | (13) | (370) | (666) | - | - | (5) | - | (74) | (1 128) | (90) | - | (90) | (1 218) |
| Operating profit | 1 580 | 235 | (2 227) | 573 | 623 | (80) | 106 | (301) | 509 | 75 | (241) | (166) | 343 |
| Share of earnings in associates and joint ventures | - | (25) | - | (78) | - | (1) | - | 241 | 137 | 33 | 7 | 40 | 177 |
| Interest income | 48 | 37 | 41 | 6 | 105 | 1 | 11 | (14) | 235 | 73 | 33 | 106 | 341 |
| Interest expense | (211) | (529) | (302) | (63) | (156) | (60) | (59) | 8 | (1 372) | (209) | (101) | (310) | (1 682) |
| Other financial items | 160 | 40 | (57) | (39) | (108) | 29 | (161) | (44) | (180) | 539 | 116 | 655 | 475 |
| Profit before tax | 1 577 | (242) | (2 545) | 399 | 464 | (111) | (103) | (110) | (671) | 511 | (186) | 325 | (347) |
| Tax expense | (397) | 4 | 1 997 | (160) | 15 | (3) | 32 | 234 | 1 722 | (62) | (47) | (109) | 1 613 |
| Profit for the year from continuing operations | 1 181 | (238) | (549) | 239 | 479 | (114) | (72) | 124 | 1 051 | 449 | (233) | 216 | 1 266 |
| Result from discontinued operations (net of tax) | - | 1 362 | - | 206 | - | - | - | (1 100) | 468 | (8) | 8 | - | 468 |
| Profit for the year | 1 181 | 1 124 | (549) | 445 | 479 | (114) | (72) | (976) | 1 519 | 441 | (225) | 216 | 1 734 |
| Profit for the year to equity holders of the parent | - | 369 | (274) | 128 | 413 | (114) | (52) | - | 469 | 1 554 | (1 264) | 290 | 759 |
| Dividends received by Aker ASA and holding companies | - | 308 | - | 87 | 318 | 76 | - | - | 789 | 64 | - | 64 | 852 |
| Property, plant, equipment, intangibles and interest-free fixed assets | - | 18 819 | 6 324 | 2 005 | 8 061 | 1 151 | 2 075 | (144) | 38 291 | 3 767 | 3 452 | 7 219 | 45 510 |
| Shares and investments in associated companies and joint venture | - | 440 | - | 132 | - | 36 | - | - | 608 | 857 | (144) | 713 | 1 321 |
| Other shares | - | 645 | - | 9 | - | - | - | - | 654 | 22 | 815 | 837 | 1 491 |
| External interest-bearing fixed assets | - | 159 | 273 | 3 | 1 170 | 41 | - | - | 1 646 | 351 | 69 | 420 | 2 066 |
| Interest-free current assets | - | 25 022 | 2 211 | 4 131 | 100 | 305 | 202 | (202) 31 769 | 876 | 53 | 929 | 32 697 | |
| External interest-bearing current assets | - | 511 | 24 | - | - | 8 | - | - | 543 | 376 | 15 | 391 | 934 |
| Interest-bearing claims Cash and cash equivalents |
- - |
- 2 345 |
- 1 709 |
- 1 545 |
- 806 |
- 42 |
197 24 |
- - |
197 6 471 |
257 790 |
(454) 2 463 |
(197) 3 253 |
- 9 724 |
| Total assets | - | 47 941 | 10 541 | 7 825 10 137 | 1 581 | 2 498 | (346) 80 177 | 7 297 | 6 268 | 13 566 | 93 743 | ||
| Equity Minority |
- - |
13 214 161 |
3 188 - |
2 511 - |
4 261 - |
520 - |
710 4 |
- | (72) 24 332 165 |
4 037 (111) |
(19 776) 19 856 |
(15 739) 19 745 |
8 593 19 910 |
| Non interest-bearing debt Internal interest-bearing debt External interest-bearing debt |
- - - |
23 250 - 11 316 |
2 364 - 4 989 |
4 836 - 479 |
587 - 5 289 |
161 - 900 |
561 - 1 223 |
- - |
(274) 31 485 - 24 196 |
1 189 866 1 316 |
1 788 (866) 5 266 |
2 977 - 6 582 |
34 463 - 30 778 |
| Total assets and liabilities | - | 47 941 | 10 541 | 7 825 10 137 | 1 581 | 2 498 | (346) 80 177 | 7 297 | 6 268 | 13 566 | 93 743 | ||
| Impairment and sales losses Investments 3) |
(13) - |
(370) 4 608 |
(666) 2 891 |
- 164 |
- 1 471 |
(5) 294 |
- 563 |
(74) - |
(1 128) 9 991 |
(90) 1 153 |
- 2 |
(90) 1 155 |
(1 218) 11 146 |
Geographical segments
| Operating revenue based on company location |
Total property, plants, equipment and intangibles by company location |
|||
|---|---|---|---|---|
| Amounts in NOK million | 2014 | 2013 | 2014 | 2013 |
| Norway | 38 | 32 | 66 | 34 |
| 897 | 996 | 492 | 364 | |
| EU | 13 | 6 | 4 | 4 |
| 867 | 418 | 249 | 543 | |
| The Americas | 9 | 8 | 2 | 2 |
| 446 | 229 | 395 | 061 | |
| Asia | 6 | 8 | 2 | 1 |
| 515 | 961 | 014 | 880 | |
| Other areas | 2 057 |
4 777 |
1 600 |
316 |
| Total | 70 | 61 | 76 | 43 |
| 782 | 382 | 751 | 163 |
1) Aker Solutions, Akastor and Aker BioMarine have corrected previous period figures. Aker group has booked the corrections in 2014 as part of the eliminations columns.
Total change for profit for the year from continuing operations is NOK -247 million.
2) Figure for Aker Solutions is profit to the equity holders of the parent in the period after the demerger from Akastor
3) Investments include acquisitions of property, plant and equipment and intangibles (including increases due to business combinations).
Income statement and balance sheet by currency
Aker ASA has subsidiaries reporting in currencies other than the Norwegian kroner (NOK), where value is exposed to currency fluctuations. The table below shows the consolidated financial statements by currency. For sensitivity with respect to operating revenue, equity, fixed assets and interest-bearing liabilities, see Note 6, Note 15 and Note 27.
| Other | |||||
|---|---|---|---|---|---|
| USD in | currencies | Aker in | |||
| Amounts in million | USD | NOK | in NOK | NOK | NOK |
| Revenue | 2 164 |
13 630 |
17 966 |
39 186 | 70 782 |
| EBITDA | 482 | 3 039 |
1 110 |
3 576 | 7 725 |
| Profit before tax | (291) | (1 832) |
608 | (219) | (1 442) |
| Fixed assets | 6 756 |
50 064 |
2 744 |
23 943 | 76 751 |
| Cash | 568 | 4 208 |
3 515 |
4 277 | 12 000 |
| Other assets | 2 034 |
15 072 |
14 615 |
10 474 | 40 161 |
| Total assets | 9 358 |
69 344 |
20 874 |
38 694 | 128 912 |
| Equity | 2 381 |
17 640 |
10 301 |
(19 218) | 8 723 |
| Minority interests | 12 | 86 | 208 | 22 375 | 22 669 |
| Interest-bearing liabilities external | 3 296 |
24 421 |
1 067 |
18 328 | 43 816 |
| Interest-bearing liabilities internal | 332 | 2 460 |
343 | (2 803) | - |
| Interest-free liabilities | 3 338 |
24 737 |
8 956 |
20 012 | 53 705 |
| Total equity and liabilities | 9 358 |
69 344 |
20 874 |
38 694 | 128 912 |
Cash flow by segment
Cash flow is allocated to the different companies as follows:
| Amounts in NOK million | Operating activities |
Investing activities |
Debt financing activities |
Equity financing activities |
Total |
|---|---|---|---|---|---|
| Industrial holdings: | |||||
| Aker Solutions | 2 645 | (1 368) | 34 | 238 | 1 549 |
| Akastor | 488 | 4 499 | (4 193) | (1 143) | (349) |
| Kvaerner | 193 | (171) | (46) | (324) | (348) |
| Det norske oljeselskap | 1 828 | (14 664) | 9 717 | 2 966 | (154) |
| Ocean Yield | 1 142 | (2 340) | 1 203 | (354) | (349) |
| Aker BioMarine | (70) | (90) | 135 | - | (26) |
| Havfisk | 245 | (185) | 62 | (1) | 121 |
| Elimination | (258) | 869 | 372 | (372) | 611 |
| Total industrial holdings | 6 213 | (13 450) | 7 284 | 1 010 | 1 056 |
| Financial investments: Aker ASA and holding companies Other companies and elimination |
271 (1 178) |
(360) 474 |
1 427 809 |
(940) (438) |
398 (333) |
| Total | 5 306 |
(13 336) |
9 520 |
(368) | 1 122 |
Cash flow from operating activities is allocated to the different companies as follows:
| Cash flow | |||||
|---|---|---|---|---|---|
| Net | Paid/ | from | |||
| interest | received | operating | |||
| Amounts in NOK million | EBITDA | paid | tax | Other | activities |
| Industrial holdings: | |||||
| Aker Solutions | 2 675 |
(230) | (307) | 507 | 2 645 |
| Akastor | 1 380 |
(560) | (312) | (20) | 488 |
| Kvaerner | 828 | (38) | (16) | (581) | 193 |
| Det norske oljeselskap | 1 435 |
(452) | 539 | 306 | 1 828 |
| Ocean Yield | 1 365 |
(137) | (3) | (83) | 1 142 |
| Aker BioMarine | 40 | (40) | (1) | (69) | (70) |
| Havfisk | 299 | (69) | (9) | 24 | 245 |
| Elimination | (430) | 173 | - | - | (258) |
| Total industrial holdings | 7 592 |
(1 354) |
(109) | 84 | 6 213 |
| Financial investments: | |||||
| Aker ASA and holding companies | (223) | (312) | 14 | 792 | 271 |
| Other companies and elimination | 356 | (45) | (12) | (1 477) | (1 178) |
| Total | 7 725 |
(1 710) | (108) | (600) | 5 306 |
Cash flow from operating activities amounted to NOK 5 306 million in 2014. The difference of NOK 2 419 million compared to EBITDA is primarily due to net interest paid of NOK 1 694 million, tax paid of NOK 108 million, taking into account a tax rebate linked to exploration activity on the Norwegian continental shelf, and other items totalling - NOK 616 million.
Other items relating to Det norske oljeselskap are primarily linked to the expensing of previously capitalised exploration costs and increases in accrued costs. Other items related to Aker Solutions and Kvaerner are primarily linked to changes in working capital. Other items related to Aker ASA and holding companies are primarily linked to dividends received of NOK 844 million.
Note 10 Operating revenue
Analysis of operating revenues by category
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Construction contract revenue | 41 789 | 37 441 |
| Revenue from services | 16 407 | 13 254 |
| Leasing income | 2 769 | 2 758 |
| Sales of oilfield products | 2 111 | 1 845 |
| Petroleum revenues | 2 806 | 933 |
| Other sales of goods | 3 904 | 3 897 |
| Other | 998 | 1 254 |
| Total | 70 782 | 61 382 |
Important customer
Aker has one customer that have been invoiced approximately NOK 9 500 million and thus accounts for more than 10 per cent of group revenues in 2014.
Order backlog construction contracts and other contracts
The activities of Aker Solutions, Akastor, Kvaerner, Ocean Yield and Aker Philadelphia Shipyard are largely based on deliveries in accordance with customer contracts. The order backlog represents an obligation to deliver goods and services not yet produced, as well as Aker's contractual entitlement to make future deliveries
Order intake and order backlog for the companies in the Aker Group as at year-end 2014 and 2013:
(Figures are unaudited, and internal order backlog and order intake are not eliminated)
| Amounts in NOK million | Order backlog 31 Dec. 2014 |
Order intake 2014 |
Order backlog 31 Dec. 2013 |
Order intake 2013 |
|---|---|---|---|---|
| Aker Solutions | 48 | 37 | 41 | 44 |
| 289 | 135 | 185 | 370 | |
| Akastor | 21 | 25 | 17 | 18 |
| 555 | 254 | 025 | 011 | |
| Kvaerner | 16 | 10 | 22 | 18 |
| 451 | 718 | 809 | 615 | |
| Aker Philadelphia Shipyard | 7 | 1 | 6 | 5 |
| 506 | 631 | 174 | 341 | |
| Ocean Yield | 13 | 3 | 10 | 2 |
| 893 | 602 | 887 | 794 | |
| Total | 107 | 78 | 98 | 89 |
| 693 | 340 | 080 | 131 |
Leasing agreements signed and other backlog at end of 2014
| Aker | Ocean | ||||
|---|---|---|---|---|---|
| Shipyard Total |
Kvaerner | Akastor | Solutions | Yield | Amounts in NOK million |
| - - 2 148 |
676 | - | 1 472 |
Duration of less than one year | |
| - - 8 668 |
2 537 |
- | 6 131 |
five years | |
| - - 6 169 |
475 | - | 5 694 |
Duration of more than five years | |
| - - 16 985 |
3 688 |
- | 13 297 |
Total leasing agreements | |
| 7 506 90 708 |
16 451 |
17 867 |
48 289 |
596 | Other order backlog |
| 7 506 107 693 |
16 451 |
21 555 |
48 289 |
13 893 |
Total |
| Philadelphia | Duration of between one and |
Ocean Yield
Order backlog at end of 2014 amounted to NOK 13 893 million of which NOK 13 297 million are leasing contracts. The vessel Aker Wayfarer has a leasing contract with Akastor and from October 1st 2014, these contracts was recognized as finance lease and not included in the order backlog.
The company owns 15 vessels including 5 newbuildings, with an average remaining contract tenor of 9.5 years at the end of 2014, including the contracts of Aker Wayfarer.
Aker Solutions
Order backlog at end of 2014 amounted to NOK 48 289 million, an increase in excess of NOK 7 billion during 2014. Order intake amounted to NOK 37 135 million. About two thirds of the backlog was from projects to be delivered outside Norway.
Akastor
The order intake was NOK 25 254 million in 2014 and an order backlog of NOK 21 555 million at the end of 2014. The increase in order intake from 2013 to 2014 can be among other explained by the five year extension of the contract with Petrobras for Skandi Santos, and a five year contract for Aker Wayfarer with the same client.
Kvaerner
Order intake in 2014 NOK 10 718 million, including scope of work of jointly controlled entities. Estimated scheduling for the order backlog is approximately 50 per cent for execution in 2015, with remaining 50 per cent for execution in 2016 and later.
The main projects at work at the end of 2014 are Nyhamn onshore for Shell with delivery in 2018, Hebron project for ExxonMobil with delivery in 2017 and Edvard Grieg topside for Lundin with delivery in 2015.
Aker Philadelphia Shipyard
At the end of 2014, the company had five vessels under construction, one for SeaRiver (Hull 020) and four for the AKPS-Crowley joint venture (Hull 021-024). Hull 020 is expected to be delivered to SeaRiver in March 2015.
Construction contract revenue
Construction contract revenue in 2014 NOK 41 789 million and aggregate amount of cost incurred and recognised profits (less losses) for project at progress at 31 December 2014 totalled NOK 76 941 million.
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Construction revenue in the period | 41 789 |
37 441 |
| Amounts due from customers for contract work Amounts due to customers for contract work |
8 411 (8 190) |
6 472 (5 107) |
| Construction contracts in progress, net position | 221 | 1 365 |
| Construction contracts in progress at the end of the reporting period: Aggregate amount of cost incurred and recognised profits (less losses) |
76 941 | 59 278 |
| Advances from customers Retentions |
4 781 119 |
4 334 113 |
| Revenue from services | ||
| Amounts in NOK million | 2014 | 2013 |
| Aker Solutions Akastor Kvaerner |
12 619 8 832 10 |
- 13 706 158 |
| Other and eliminations | (5 054) | (610) |
| Total | 16 407 | 13 254 |
| Leasing income | ||
| Amounts in NOK million | 2014 | 2013 |
| Akastor Ocean Yield |
1 450 1 571 |
1 600 1 404 |
| Other and eliminations | (252) | (246) |
| Total | 2 769 |
2 758 |
| Sales of oilfield products | ||
| Amounts in NOK million | 2014 | 2013 |
| Aker Solutions Akastor Elimination |
121 2 024 (34) |
- 1 845 - |
| Total | 2 111 |
1 845 |
Petroleum revenues
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Recognised income oil | 2 509 |
791 |
| Recognised income gas | 270 | 118 |
| Tariff income | 26 | 24 |
| Total | 2 806 |
933 |
| Breakdown of produced volumes | ||
| Figures in 1000 barrel of oil equivalents | 2014 | 2013 |
| Oil | 4 800 |
1 264 |
| Gas | 904 | 365 |
| Total | 5 705 |
1 629 |
Other sales of goods
Other sales of goods of NOK 3 904 million in 2014 consists mainly of NOK 689 million in sales of krill products by Aker BioMarine, NOK 1 187 million in harvesting revenues generated by Havfisk and Ocean Harvest and NOK 1 692 million in sales of whitefish products by Norway Seafoods.
Note 11 Wages, personnel expenses and other operating expenses
Wages and personnel expenses consist of the following:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Wages | 16 670 | 14 990 |
| Social security contributions | 2 179 | 2 020 |
| Pension costs | 798 | 801 |
| Other expenses | 958 | 632 |
| Capitalised personnel expenses1 | (803) | (600) |
| Total | 19 802 | 17 844 |
| Average number of employees | 28 195 |
26 975 |
| Number of employees at year-end | 28 998 | 27 392 |
Geographical split of number of employees by region:
| 2014 | 2013 | |
|---|---|---|
| Norway | 15 694 |
15 357 |
| EU | 3 804 |
3 483 |
| Asia | 1 951 |
1 873 |
| North America | 5 251 |
4 602 |
| Other regions | 2 298 |
2 077 |
| Total | 28 998 | 27 392 |
1) Capitalised personnel expenses in 2014 consist of NOK 603 million related to reimbursable licence expenses and research-, development- and production expenses in Det norske oljeselskap (2013: NOK 406 million) and NOK 200 million related to capitalised construction expenses in Aker Philadelphia Shipyard (2013: 185 million).
Other operating expenses consist of the following:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Rent and leasing expenses | 1 969 | 1 808 |
| Exploration expenses oil and gas | 1 057 | 1 637 |
| Production cost oil and gas | 421 | 250 |
| Other operating expenses | 8 066 | 5 230 |
| Total | 11 512 | 8 925 |
Operating leases
Lease and sublease payments recognised in the income statement
| Amounts in NOK million | Minimum lease payments |
Sublease income |
2014 | 2013 |
|---|---|---|---|---|
| Buildings and vessel | 1 917 | - | 1 917 | 912 |
| Machinery and equipment | 42 | - | 42 | 300 |
| Other agreements | 10 | - | 10 | 597 |
| Leasing agreements as part of operating expenses | 1 969 | - | 1 969 | 1 808 |
| Part of production and exploration expenses | 313 | (67) | 246 | 260 |
| Total | 2 282 | (67) | 2 215 | 2 068 |
Irrevocable operating leases where the Group is the lessee, are payable as follows:
| Amounts in NOK million | Part of oil production and explora tion expenses |
Other agree ments |
2014 | Part of oil production and explora tion expenses |
Other agree ments |
2013 |
|---|---|---|---|---|---|---|
| Less than one year Between one and five years More than five years |
1 040 2 162 - |
637 4 350 5 567 |
1 677 6 513 5 567 |
804 662 865 |
1 288 3 736 3 783 |
2 092 4 397 4 647 |
| Total | 3 202 |
10 555 | 13 757 |
2 331 |
8 806 11 |
137 |
Rig contracts and other lease obligations pertaining to ownership interests in licenses:
Det norske oljeselskap has a lease agreement until 2016 for Transocean Winner, which is currently drilling in the Greater Alvheim Area. In addition, the company had a lease agreement for Transocean Barents which expired in July 2014. The rig contract was used for exploration drilling in the company's licences or was sublet to other companies. There are no remaining lease obligations related to Transocean Barents at 31 December 2014. As at 31.December 2013, the future lease obligation due within 1 year was USD 105.0 million.
On behalf of the partners in Ivar Aasen, the company signed an agreement in 2013 with Maersk Drilling for the delivery of a jack-up rig for the development project on the Ivar Aasen field. The rig will be used to drill production wells on the Ivar Aasen field. The contract period is five years, with options for up to seven years
The Group's share of operational lease liabilities and other long-term liabilities pertaining to its ownership interests in oil and gas fields is shown in the table above.
Other agreements
Akers other operational lease costs and commitments relate mainly to rent of office facilities, IT services and ships, the majority of these relates to agreements in Aker Solutions with NOK 5 287 million, Akastor with NOK 4 145 million, Kvaerner NOK 444 million and Det norske oljeselskap 390 million. The contracts relate to leasing of buildings and locations around the world, typical lease periods are 12-15 years with options for renewal at market value. The lease contracts regarding IT services, vehicles and equipment have an average lease term of 3-5 years.
Sublease
Estimated minimum rent receivable under subletting agreements related non-terminable operating leases at December 31 2014 is NOK 2 388 million. Most of expected minimum rent relates to vessels in Akastor and subleases regarding buildings, premises and equipment.
Exploration expenses oil and gas
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Seismic, well data, field studies and other exploration expenses | 167 | 313 |
| Recharged rig costs | (74) | (119) |
| Share of exploration expenses from licence participation, incl. seismic | 188 | 151 |
| Expensing of exploration wells capitalised in previous years | 269 | 553 |
| Expensing of exploration wells capitalised this year | 395 | 597 |
| Share of payroll and other operating expenses classified as exploration | 95 | 122 |
| Research and development costs related to exploration activities | 17 | 20 |
| Total | 1 057 | 1 637 |
Production cost oil and gas
Production costs of NOK 421 million in 2014 (250 million in 2013) include costs associated with leasing, operation and maintenance of subsea installations, modifications, production vessels, platforms/ FPSO, well intervention and workover activities, environmental tax, etc. Production cost also includes provision for future losses. The share of payroll and administration expenses that can be ascribed to operations is reclassified and shown as a production cost.
Other operating expenses by company
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Aker Solutions | 4 926 | 2 831 |
| Akastor | 1 068 | 1 065 |
| Det norske oljeselskap | 230 | 74 |
| Kvaerner | 542 | 422 |
| Ocean Yield | 53 | 45 |
| Aker BioMarine | 523 | 565 |
| Havfisk | 281 | 225 |
| Other companies and eliminations | 443 | 4 |
| Total | 8 066 | 5 230 |
Other operating expenses include, among others operation and maintenance of properties, office equipment, legal and other consultancy, travel expenses, bunkers and other costs related to the fleet. Costs related to leases are not included in other operating expenses but shown separately above.
Fees to auditors of the Aker group are included in other operating expenses. They are distributed as follows:
| Amounts in NOK million | Ordinary auditing |
Consulting services |
Total 2014 | 2013 |
|---|---|---|---|---|
| Aker ASA | 2 | 1 | 3 | 4 |
| Subsidiaries | 50 | 63 | 113 | 56 |
| Total | 52 | 64 | 116 | 59 |
Fees in 2014 regarding ordinary auditing totalled NOK 51.7 million (NOK 41.0 million in 2013). Consulting services of NOK 64.1 million consist of NOK 43.4 million in other assurance services, NOK 5.0 million in tax advisory services and NOK 15.7 million in other non-audit services.
Note 12 Impairment changes and non-recurring items
Impairment changes and non-recurring items include write-downs of goodwill, impairment losses and reversal of impairment losses on property, plant and equipment, major losses on the sale of operating assets, restructuring costs and other material matters not expected to be of a recurring nature.
Impairment changes and non-recurring items are as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Impairment losses on intangible assets (Note 16) | (3 079) |
(222) |
| Tax on write-downs of technical goodwill (Note 14) | 42 | 90 |
| Impairment losses on property, plant and equipment (Note 15) | (1 091) |
(1 086) |
| Reversal of impairment losses on property, plant and equipment (Note 15) | 38 | - |
| Total | (4 091) |
(1 218) |
Impairment losses on intangible assets of NOK 3 079 million in 2014 are mainly attributable Det norske oljeselskap with NOK 2 644 million and Kvaerner of NOK 266 million. The impairment in Det norske oljeselskap relates to technical goodwill, the main reason for the impairment charge is the decreased oil price assumptions from the acquisition date to 31 December 2014 The impairment loss in Kvaerner relate to goodwill concerning the Contractors International business area.
Impairment loss on property, plant and equipment of NOK 1 091 million in 2014 are mainly attributable to Akastor and is related to the vessel AKOFS Seafarer (previously called "Skandi Aker"). The impairment of AKOFS Seafarer is based on revised business case after Total Angola cancelled its twoyear contract in June 2014 as well as generally lower market activity.
Impairment losses on property, plant and equipment and intangible assets in 2013 totalling NOK 1 218 million are mainly attributable to Det norske oljeselskap with NOK 666 million and Aker Solutions with NOK 382 million. The loss in Det norske oljeselskap relate to four of the producing fields which have been impaired as a result of reduced estimates of recoverable reserves and increased abandonment cost estimates. Impairment losses were also recorded for exploration licences and licences that have been, or are in the process of being, returned.
The impairment in Aker Solutions relates to Category-B rig under construction in accordance with an agreement signed in 2012 between Aker Solutions and Statoil aiming to perform well- intervention and drilling services. Construction of the rig proved to be technological more challenging than anticipated and the parties agreed to terminate the contract in June 2013.
See also Note 15 Property, plant and equipment and Note 16 Intangible assets
Note 13 Financial income and financial expenses
Net financial items recognised in profit and loss:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Interest income on impaired investments available for sale | - | 101 |
| Interest income on bank deposits and receivables at amortised cost | 354 | 240 |
| Dividends on available for sale financial assets | 52 | 2 |
| Net gain and change in fair value on available for sale financial assets | 165 | 166 |
| Net change in fair value of financial assets at fair value through profit and loss | - | 429 |
| Net foreign exchange gain | 494 | - |
| Other financial income | 335 | 26 |
| Total financial income | 1 401 | 964 |
| Interest expense on financial liabilities measured at amortised cost | (1 875) | (1 670) |
| Interest expense on financial liabilities measured at fair value | (8) | (13) |
| Net foreign exchange loss | - | (13) |
| Foreign exchange loss from hedge instruments | (566) | 259 |
| Net gain from interest rate swaps | (197) | (71) |
| Net change in fair value of financial assets at fair value through profit and loss | (101) | - |
| Net other financial expenses | (132) | (324) |
| Total financial expenses | (2 879) | (1 831) |
| Net financial items | (1 478) | (867) |
The financial income and expenses above include the following interest income and expense in respect of assets (liabilities) not recognised at fair value through profit and loss:
| Total interest income on financial assets | 354 | 341 |
|---|---|---|
| Total interest expense on financial liabilities | (1 875) |
(1 670) |
Net gains and changes in the fair value of financial assets available for sale in 2014 of NOK 165 million comprised primarily of value change reclassified from Other comprehensive income related to AAM Absolute Return Fund and a bond investment in American Shipping Company totally NOK 262 million, in addition a write-down of a share investment in Ezra Holding Ltd with NOK 97 million. Other financial income comprised among other of a gain on sale of a subsidiary in Fornebuporten of NOK 148 million which included a sale of three office buildings at Aberdeen International Business Park, and a reversal of provision for loss by Havfisk related to an interest and currency swap against Glitnir of NOK 158 million. The net change in fair value of financial assets at fair value through profit and loss of NOK -101 million is mainly related to the total return swap ( TRS ) agreements with the underlying American Shipping Company and Aker Solutions shares , of NOK -71 million and NOK -25 million, respectively. Net other financial expenses of NOK -132 million in 2014 refer mainly to expensed capitalised bond fees related to a refinancing in Ocean Yield of NOK -85 million, net interest expenses pension -47 million and various bank charges.
Net gains and changes in the fair value of financial assets available for sale in 2013 of NOK 166 million comprised primarily of gains and changes in the fair value of Aker American Shipping shares by 136 million. The net change in fair value of financial assets at fair value through profit and loss of NOK 429 million is mainly related to the total return swap ( TRS ) agreements with the underlying American Shipping Company and Aker Solutions shares , of NOK 374 million and NOK 54 million, respectively. Other financial income comprised of NOK 13 million related to the expected achievement of milestones set in Aker BioMarine's sales agreement with Lindsay Goldberg in 2010 and a gain on the demerger of Oslo Asset Management Holding AS of NOK 8 million. Net other financial expenses of NOK -324 million in 2013 refer mainly to a provision at 31 December 2013 for losses by Havfisk related to an interest and currency swap against Glitnir of NOK -158 million, warranties in Ocean Yield of NOK 39 million, a loss on the demerger of Molde Football AS of NOK -27 million, net interest expenses pension -30 million and various bank charges.
Paid interest is split as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Paid interest recognised in profit and loss Paid interest capitalised |
(1 610) (375) |
(1 565) (161) |
| Total paid interest | (1 985) |
(1 726) |
Received interest is split as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Interest income on bank deposits | 218 | 209 |
| Interest income on investments | 136 | 132 |
| Hereof added to principal | (79) | (129) |
| Discontinuing operation and other changes | - | 64 |
| Total interest received | 275 | 276 |
Interest added to principal is mainly related to interest converted into American Shipping Company bonds.
Note 14 Tax
The Aker's net tax expenses amounts to NOK 187 million and is attributable to change in deferred tax NOK – 3 371 million and current tax income NOK 3 184 million of which expected refunds from the Norwegian state linked to the tax value of exploration expenses incurred in Det norske oljeselskap amounts to NOK 3 665 million.
As and oil production company Det norske oljeselskap is subject to specific provisions of the Petroleum Taxation Act. Revenues from offshore activities are liable to ordinary corporation tax (27 per cent) and surtax (51 per cent). The company may require refunds from the state corresponding to the tax value of its incurred exploration costs, provided that these do not exceed the taxable loss allocated to the offshore activities.
(Tax expense)/tax income
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Recognised in income statement: | ||
| This year net tax receivable (+) and payable (-) | (480) | (565) |
| Tax receivable under Norwegian petroleum tax legislation | 3 665 |
1 413 |
| Adjustment prior year | - | 41 |
| Total current tax expense | 3 184 |
888 |
| Deferred tax expense: | ||
| Origination and reversal of temporary differences | (3 566) | 422 |
| Change in tax rate | - | 37 |
| Utilisation of previously unrecognised tax losses | 195 | 261 |
| Total deferred tax expense | (3 371) | 720 |
| Tax on foreign exchange gains/losses | - | 4 |
| Deferred tax expense in income statement | (3 371) | 724 |
| Income tax | (187) | 1 613 |
Reconciliation of effective tax rate
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Profit before tax | (1 442) | (347) |
| Nominal tax rate in Norway 27% (28% in 2013) | 389 | 96 |
| 51% surrate in Norway under petroleum tax legislation (50% in 2013) | 589 | 1 273 |
| Tax rate differences in Norway and abroad | 36 | 40 |
| Permanent differences | (1 478) | 109 |
| Utilisation of previously unrecognised tax losses | 195 | 305 |
| Tax losses for which no deferred income tax asset was recognised | (363) | (264) |
| Tax effect of associated companies | 49 | 151 |
| Tax effect of uplift oil (free income) | 325 | 165 |
| Deferred tax on current year's impairment booked directly to balance sheet | (42) | (90) |
| Other differences | 114 | (172) |
| Total income tax expenses in income statement | (187) | 1 613 |
Petroleum Tax in Norway - 51 per cent surtax
In 2014, the 51 per cent net surtax income on exploration expenses and revenues from offshore activities incurred by Det norske oljeselskap amounted to NOK 589 million. In 2013, the surtax rate was 50 per cent.
Tax rate differences between Norway and abroad
Foreign companies with different tax rates than 27 per cent include the company's businesses in, among others, North and South America and Asia
Permanent differences
Permanent differences mainly arrived from impairment of goodwill in Det norske oljeselskap and on sale of shares and equity derivatives.
Utilisation of previously unrecognised tax losses
Based on the positive development among others in Ocean Yield some of previously unrecognised tax losses were utilised in 2014.
Cost of unrecognised tax losses carried forward
Based on an estimate on expected future taxable income, Aker ASA and holding companies and some of the Akers operations cannot justify capitalising the tax-losses carried forward in full.
Tax effect of uplift oil
The tax-free allowance is a special income tax allowance applied when calculating the surtax in Det norske oljeselskap. The tax-free income is calculated on basis of investments in pipelines and production facilities, and can be considered as an additional depreciation in the surtax basis. The allowance represents 7.5 per cent in four years, totalling 22 per cent of the investment. The income is recognised in the year it is deductible in corporate tax return and thus affect the current tax in the same way as a permanent difference.
Deferred tax on net impairment losses recognised directly in the balance sheet
Upon the sale of a license where Det norske oljeselskap has accounted for deferred tax and goodwill in a business combination, both goodwill and deferred taxes will be included in of gains and losses. When such licenses are impaired as a result of impairment tests, a similar assumption is used and goodwill and deferred tax are assessed together with the corresponding license.
Tax recognised in other comprehensive income
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Remeasurement of defined benefit liabilities | 140 | 2 |
| Changes in fair value of available for sale financial assets | - | (18) |
| Changes in fair value of cash flow hedges | 455 | (96) |
| Total tax expenses other comprehensive income | 594 | (112) |
Deferred tax assets are allocated as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Industrial holdings: | ||
| Aker Solutions | 380 | - |
| Akastor | 214 | 600 |
| Det norske oljeselskap | - | 630 |
| Kvaerner | 123 | 193 |
| Ocean Yield | 85 | 56 |
| Aker BioMarine | - | 204 |
| Havfisk | - | 190 |
| Financial investments: | ||
| Aker ASA and holding companies | 9 | 12 |
| Other companies | 101 | 197 |
| Total | 912 | 2 082 |
Deferred tax assets refer to NOK 1 989 million in loss carried forward and NOK – 1 077 million in temporary differences. The loss carry forward was reduced by NOK 1 551 million in 2014.
The total non-recognised tax assets are NOK 3 558 million at year-end 2014.
Movements in net deferred tax liabilities 2014 are as follows:
| Amounts in NOK million | Property, plant and equipment |
Oil- and gas exploration expenses |
Intangible assets |
Projects under construction |
Abandonment provision |
Tax losses carry forward |
Other | Total |
|---|---|---|---|---|---|---|---|---|
| At 1 January 2014 | (284) | (1 501) |
(2 020) |
(2 728) |
761 | 3 540 |
762 | (1 471) |
| Exchange rate differences | (453) | (305) | (847) | - | 366 | 251 | 221 | (766) |
| Acquisitions and sales of subsidiaries | (1 528) |
(196) | (6 356) |
- | 1 759 |
- | 290 | (6 030) |
| Change in deferred tax directly to balance sheet | - | 111 | - | - | - | - | - | 111 |
| Deferred tax (charged) / credited to income statement | (1 286) |
(1 257) |
(329) | (262) | (60) | (1 803) |
1 626 | (3 371) |
| Deferred tax expenses in other comprehensive income | - | - | - | - | - | - | 594 | 594 |
| At 31 December 2014 | (3 550) |
(3 147) |
(9 552) |
(2 990) |
2 827 |
1 989 |
3 492 | (10 933) |
| Allocated between deferred assets and liabilities as follows: | ||||||||
| Deferred assets | (119) | - | (201) | (1 445) |
- | 1 989 |
689 | 912 |
| Deferred liabilities | (3 431) |
(3 147) |
(9 351) |
(1 545) |
2 827 |
- | 2 804 | (11 845) |
Movements in net deferred tax liabilities 2013 are as follows:
| Amounts in NOK million | Property, plant and equipment |
Oil- and gas exploration expenses |
Intangible assets |
Projects under construction |
Abandonment provision |
Tax losses carry forward |
Other | Total |
|---|---|---|---|---|---|---|---|---|
| At 1 January 2013 | (295) | (1 697) |
(2 127) |
(1 995) |
622 | 2 086 |
1 179 |
(2 227) |
| Exchange rate differences | (6) | - | (8) | - | - | 12 | 4 | 1 |
| Acquisitions and sales of subsidiaries | (18) | - | (80) | (3) | - | (53) | 35 | (119) |
| Change in deferred tax deducted from impairment loss on intangible assets (see Note 16) |
- | - | 90 | - | - | - | - | 90 |
| Change in deferred tax directly to balance sheet | - | 103 | (3) | - | - | - | - | 100 |
| Deferred tax (charged) / credited to income statement | (23) | 93 | 94 | (796) | 139 | 1 514 |
(296) | 724 |
| Deferred tax expenses in other comprehensive income | - | - | - | - | - | - | (112) | (112) |
| Reclassification to held for sale | 58 | - | 15 | 66 | - | (19) | (49) | 71 |
| At 31 December 2013 | (284) | (1 501) |
(2 020) |
(2 728) |
761 | 3 540 |
762 | (1 471) |
| Allocated between deferred assets and liabilities as follows: | ||||||||
| Deferred assets | 451 | (1 501) |
(309) | (687) | 761 | 3 487 |
(120) | 2 082 |
| Deferred liabilities | (735) | - | (1 711) |
(2 041) |
- | 53 | 881 | (3 554) |
Technical goodwill (part of Intangible assets)
The fair value valuation of licenses is based on cash flows after tax. This is due to licenses only being sold in an after tax market based on decisions made by the Norwegian Ministry of Finance pursuant to section 10 of the Petroleum Taxation Act. The purchaser can therefore not claim a deduction of the consideration with tax effect through depreciations. In accordance IAS sections 12.15 and 12.9, a provision is made for deferred tax corresponding to the difference between the acquisition cost and the transferred tax base depreciation. The offsetting entry to this deferred tax is goodwill. Hence, goodwill arises as a technical effect of deferred tax (technical goodwill).
Tax payable and income tax receivable
Tax payable amounts to NOK 1 877 million, of which NOK 1 401 is attributable to the Det norske oljeselskap.
The acquisition of Marathon Oil Norge AS was conducted with tax continuity. The exploration tax refund previously recognised in Det norske is deducted against the tax payable balance acquired from Marathon Oil Norge AS.
Tax receivable amount to NOK 185 million. The 2014 figures are based on preliminary estimates of nontaxable income, non-tax deductible items and temporary differences between the financial accounts and the tax accounts. The final result will be calculated based on the tax return, and may differ from the estimates above.
Note 15 Property, Plant and Equipment
| Movements in property, plant and equipment for 2014 are shown below: | Oil fields | Oil production | |||||
|---|---|---|---|---|---|---|---|
| Ships and | Machinery, | Land and | Assets under | under | plants, | ||
| Amounts in NOK million | airplanes | vehicles | buildings | construction | development | including wells | Total |
| Acquisition cost balance at 1 January 2014 | 17 637 |
8 735 |
5 475 |
2 649 |
1 647 |
4 038 |
40 180 |
| Acquisitions through business combinations | - | 29 | - | - | 2 860 |
7 973 |
10 863 |
| Other acquisitions1 | 2 704 |
641 | 279 | 2 469 |
3 690 |
(84) | 9 698 |
| Sales of operations | - | - | (384) | (1 009) |
- | - | (1 393) |
| Other disposals | (375) | (195) | (128) | 5 | - | - | (694) |
| Reclassification from intangible assets and from assets under construction | (84) | 630 | 236 | (782) | 561 | (2) | 559 |
| Effects of movements in foreign exchange rates | 2 993 |
798 | 381 | 171 | 1 057 |
1 376 |
6 776 |
| Cost balance at 31 December 2014 | 22 874 |
10 637 |
5 860 |
3 503 |
9 815 |
13 301 |
65 989 |
| Accumulated depreciation and impairment losses at 1 January 2014 | (4 557) |
(4 531) |
(1 670) |
(459) | - | (3 090) |
(14 306) |
| Depreciation charge for the year | (1 062) |
(1 095) |
(96) | (2) | - | (937) | (3 192) |
| Impairments | (1 024) |
(61) | (16) | (46) | - | 56 | (1 091) |
| Reversals of impairments | 38 | - | - | - | - | - | 38 |
| Reclassifications | 92 | 64 | (156) | - | - | - | - |
| Other disposals | 273 | 75 | 130 | 1 | - | - | 480 |
| Effects of movements in foreign exchange rates | (992) | (380) | (145) | (106) | - | (393) | (2 016) |
| Accumulated depreciation and impairment losses at 31 December 2014 | (7 231) |
(5 928) |
(1 953) |
(612) | - | (4 364) |
(20 088) |
| Carrying amount at 31 December 2014 | 15 644 |
4 708 |
3 907 |
2 891 |
9 815 |
8 937 |
45 901 |
| Payments beyond this year acquisitions cost | - | - | - | - | - | - | 80 |
| Book value of leasing agreements recorded in the balance sheet | - | 25 | 152 | - | - | - | 176 |
1) Capitalised interest in 2014 amounted to NOK 375 million.
| Specification by company at 31 December 2014: | Oil fields | Oil production | |||||
|---|---|---|---|---|---|---|---|
| Ships and | Machinery, | Land and | Assets under | under | plants, | ||
| Amounts in NOK million | airplanes | vehicles | buildings | construction | development | including wells | Total |
| Industrial holdings: | |||||||
| Aker Solutions | - | 1 949 | 906 | 748 | - | - | 3 603 |
| Akastor | 3 542 | 1 669 | 766 | 492 | - | - | 6 469 |
| Det norske oljeselskap | - | 138 | - | - | 9 815 | 8 937 | 18 890 |
| Kvaerner | - | 386 | 350 | - | - | - | 736 |
| Ocean Yield | 9 683 | 10 | - | - | - | - | 9 692 |
| Aker BioMarine | 574 | 237 | - | 11 | - | - | 822 |
| Havfisk | 1 112 | 2 | 104 | - | - | - | 1 218 |
| Eliminations | 151 | 157 | 485 | 61 | - | - | 854 |
| Total industrial holdings | 15 063 | 4 547 | 2 611 | 1 312 | 9 815 | 8 937 | 42 285 |
| Financial investments: | |||||||
| Aker ASA and holding companies | 167 | 12 | 14 | - | - | - | 193 |
| Other operations and eliminations | 414 | 149 | 1 282 |
1 579 |
- | - | 3 423 |
| Carrying amount at 31 December 2014 | 15 644 |
4 708 |
3 907 |
2 891 |
9 815 |
8 937 |
45 901 |
Introduction
Carrying amount at the end of 2014 amount to NOK 45 901 million, an increase of NOK 20 027 million during the year, hereof NOK 10 858 million related to Det norske oljeselskap's acquisition of Marathon Oil Norge AS.
Ships and airplane totalling NOK 15 644 million at the end of 2014 can mainly be attributed to ship owned by companies within the business areas Ocean Yield, Akastor and Havfisk with NOK 9 683 million, NOK 3 546 million and NOK 1 112 million respectively. The changes of NOK 2 564 million during the year are mainly attributable to investments in ships in Ocean Yield and Havfisk, partly offset by net of depreciation, amortisation and foreign exchange fluctuations.
Machinery and transportation totalling NOK 4 708 million comprises NOK 1 951 million in Aker Solutions and NOK 1 666 million in Akastor. In addition it includes marine equipment in Aker BioMarine and Havfisk, equipment in Det norske oljeselskap and the Converto Capital Funds subsidiaries Aker Philadelphia Shipyard and Norway Seafoods. Change from 2013 constitute of NOK 504 million.
Buildings and land totalling NOK 3 907 million is attributable to buildings and land at Fornebu with NOK 922 million as well as buildings in Aker Solutions of NOK 905 million, Akastor NOK 766 million, Kvaerner NOK 350 million and otherwise Aker Philadelphia Shipyard and fish processing facilities in Norway. Investment in 2014 of NOK 279 million includes investment in land at Fornebuporten.
Det norske oljeselskap has fields under development and production plants, including wells, of NOK 9 815 million and NOK 8 937 million, respectively. Of the increase in 2014 totalling NOK 16 157 million, NOK 10 858 million is attributable to acquisition of Marathon Oil Norge AS, NOK 3 606 million in new investments, NOK 559 million from reclassification of intangible assets and in addition net from depreciation, provisions for impairment losses and exchange rate changes.
Aker Solutions has at the end of 2014 entered into contracts on investments in real estate and plants of NOK 540 million in total; this is mainly related to new subsea facility in Brazil. Akastor has signed contracts for NOK 163 million, mainly related to a plant under construction in Brazil.
This year's depreciation of NOK 3 192 million is in total attributable to continuing operations. Depreciation in 2013 of NOK 2 718 million kroner are allocated between the continuing operations by NOK 2 461 million and discontinued operations with NOK 257 million kroner.
Ships and planes
Investments in vessels in 2014 of NOK 2 704 million mainly relate to Ocean Yield of NOK 2 301 million and NOK 279 million in Havfisk. Ocean Yield investments comprise of ships for the oil service industry of USD 150 million and USD 178 million in car carriers while Havfisk's investments relates to renewal of the trawler fleet.
Impairment losses in 2014 of NOK 1 024 million relates to the vessels Aker Wayfarer with NOK 267 million, Atlantic Navigator with NOK 59 million and in addition NOK 698 million in Akastor for essentially the vessel AKOFS Seafarer. Depreciation is NOK 1 062 million. The hulls are depreciated over a period of between 20 and 25 years, while machinery and equipment on board is depreciated over a period of between 5 and 10 years.
Machinery, vehicles
Investment in machinery and transport equipment in 2014 of NOK 641 million is mainly attributable to investments made in the subsidiaries Akastor and Aker Solutions. Depreciation is NOK 1 095 million, also related mainly to Akastor and Aker Solutions.
Buildings and land
Investment in buildings and land in 2014 totalling NOK 279 million relates to NOK 197 million in buildings in Akastor, Aker Solutions and Kvaerner and NOK 82 million in investment in land at Fornebuporten. Disposal totalling NOK 512 million is mainly attributable to NOK 384 million from the sale of operations in Akastor and NOK 93 million from the sale of property in Aker Solutions.
Land is not depreciated. Buildings are depreciated over a period between 20 to 50 years.
Assets under construction
Sales of operation include NOK 1 009 million in building in Aberdeen, which was sold in the 4th quarter of 2014. Of remaining assets under construction NOK 1 579 million relates to Fornebuporten, the rest Akastor and Aker Solutions.
Field development
Field development in Det norske oljeselskap includes NOK 2 860 million from the acquisition of Marathon Oil Norge AS. This year's investments constitute NOK 3 690 million.
Production facilities, including wells
Increase in production plant in Det norske oljeselskap is mainly related to NOK 7 973 million from acquisition of Marathon Oil Norge AS.
Effect of exchange rate changes on property, plant and equipment
Effects from exchange rate fluctuations represent NOK 4 760 million and are mainly attributable to movements in the USD/NOK in Ocean Yield, Det norske oljeselskap, Akastor, Aker Solutions, Aker Bio-Marine and Aker Philadelphia Shipyard. Based on Balance sheet values at 31 December 2014, a decrease of USD rate of 10 per cent will reduce assets by about NOK 3.4 billion.
Movements in property, plant and equipment for 2013 are shown below:
| Rigs, ships | Machinery, | Land and | Assets under | Oil fields under |
Oil production plants, |
||
|---|---|---|---|---|---|---|---|
| Amounts in NOK million | and airplanes | vehicles | buildings | construction | development | including wells | Total |
| Cost balance at 1 January 2013 | 14 139 |
9 250 |
5 839 |
1 971 |
3 164 |
871 | 35 234 |
| Acquisitions through business combination | - | 80 | 13 | 283 | - | - | 376 |
| Other acquisitions1 | 2 598 |
1 219 |
454 | 1 801 |
1 358 |
279 | 7 709 |
| Sales of operations | - | (16) | (255) | (53) | - | - | (325) |
| Other disposals | (3) | (406) | (793) | (14) | - | - | (1 216) |
| Reclassification from intangible assets and from work in process (see Note 16) | 187 | 948 | 214 | (1 388) |
(2 875) |
2 888 |
(26) |
| Effects of movements in foreign exchange rates | 715 | 400 | 97 | 91 | - | - | 1 305 |
| Reclassified to Assets Held for Sale | - | (2 741) |
(94) | (43) | - | - | (2 878) |
| Cost balance at 31 December 2013 | 17 637 |
8 735 |
5 475 |
2 649 |
1 647 |
4 038 |
40 180 |
| Accumulated depreciation and impairment losses at 1 January 2013 | (3 226) |
(5 074) |
(1 579) |
(96) | (1 800) |
(294) | (12 067) |
| Depreciation charge of the year | (1 046) |
(1 049) |
(190) | (1) | - | (432) | (2 718) |
| Impairments | (69) | (4) | (78) | (370) | - | (565) | (1 086) |
| Sales / disposals of operations | - | 15 | 92 | 32 | - | - | 139 |
| Other disposals | 2 | 283 | 108 | - | - | - | 393 |
| Reclassifications from work in process | (3) | 77 | - | 1 | 1 800 |
(1 800) |
74 |
| Effects of movements in foreign exchange rates | (215) | (195) | (49) | (25) | - | - | (484) |
| Reclassified to Assets Held for Sale | - | 1 416 |
26 | - | - | - | 1 442 |
| Accumulated depreciation and impairment losses at 31 December 2013 | (4 557) |
(4 531) |
(1 670) |
(459) | - | (3 090) |
(14 306) |
| Carrying amount at 31 December 2013 | 13 080 |
4 204 |
3 806 |
2 190 |
1 647 |
948 | 25 874 |
1) Capitalised interest in 2013 amounted to NOK 161 million
Specification by company at 31 December 2013:
| Amounts in NOK million | Rigs, ships and airplanes |
Machinery, vehicles |
Land and buildings |
Assets under construction |
Oil fields under development |
Oil production plants, including wells |
Total |
|---|---|---|---|---|---|---|---|
| Industrial holdings: | |||||||
| Det norske oljeselskap | - | 62 | - | - | 1 647 |
948 | 2 657 |
| Ocean Yield | 7 765 |
7 | - | - | - | - | 7 772 |
| Aker BioMarine | 482 | 244 | - | 10 | - | - | 736 |
| Havfisk | 965 | 2 | 133 | - | - | - | 1 100 |
| Aker Solutions | 3 316 |
3 360 |
2 179 |
960 | - | - | 9 815 |
| Kvaerner | - | 398 | 312 | 4 | - | - | 713 |
| Total industrial holdings | 12 528 |
4 073 |
2 624 |
974 | 1 647 |
948 | 22 793 |
| Financial investments: | |||||||
| Converto Capital Fund | 299 | 163 | 294 | 14 | - | - | 770 |
| Aker ASA and holding companies | 139 | 11 | 14 | - | - | - | 163 |
| Other operations and eliminations | 114 | (42) | 874 | 1 203 |
- | - | 2 149 |
| Carrying amount at 31 December 2013 | 13 080 |
4 204 |
3 806 |
2 190 |
1 647 |
948 | 25 874 |
Note 16 Intangible assets
| Movements in intangible assets in 2014 are shown below: | Capitalised oil- and gas |
Capitalised | |||||
|---|---|---|---|---|---|---|---|
| Oil- and gas | exploration | development | Fishing | ||||
| Amounts in NOK million | licenses | Goodwill | expenses | costs | licenses | Other | Total |
| Balance at 1 January 2014 | 2 273 |
9 827 |
2 243 |
1 724 |
539 | 682 | 17 289 |
| Acquisitions through business combinations | 3 414 |
9 832 |
251 | - | - | - | 13 497 |
| Other acquisitions | 412 | - | 964 | 839 | - | 23 | 2 238 |
| Sales / disposals of subsidiaries and operations | - | - | - | - | - | 43 | 43 |
| Other disposals | - | - | (134) | - | - | - | (134) |
| Expensed dry wells | - | - | (624) | - | - | - | (624) |
| Reclassifications to property, plant and equipment (see Note 15) | - | - | (581) | (76) | - | 97 | (559) |
| Amortisation for the year | (130) | - | - | (175) | (18) | (79) | (403) |
| Impairment losses recognised in income statement | (55) | (2 873) |
- | (151) | - | - | (3 079) |
| Effects of movements in foreign exchange rates | 508 | 1 736 |
277 | 162 | (10) | (91) | 2 582 |
| Balance at 31 December 2014 | 6 422 |
18 522 |
2 395 |
2 323 |
511 | 676 | 30 850 |
Movements in intangible assets in 2013 are shown below:
| Movements in intangible assets in 2013 are shown below: | Oil- and gas | Capitalised oil- and gas exploration expenses |
Capitalised development |
Fishing licenses |
|||
|---|---|---|---|---|---|---|---|
| Amounts in NOK million | licenses | Goodwill | costs | Other | Total | ||
| Cost balance at 1 January 2013 | 2 293 |
9 641 |
2 326 |
1 060 |
557 | 377 | 16 254 |
| Acquisitions through business combinations | - | 724 | - | - | - | 386 | 1 110 |
| Capitalised development costs | - | - | - | 804 | - | - | 804 |
| Other acquisitions | 122 | - | 1 286 |
- | - | 42 | 1 450 |
| Other disposals | - | - | (219) | - | - | - | (219) |
| Expensed dry wells | - | (89) | (1 151) |
- | - | - | (1 240) |
| Reclassifications to property, plant and equipment (see Note 15) | - | (11) | (13) | - | - | (1) | (24) |
| Reclassifications to Assets held for sale | - | (717) | - | (54) | - | (64) | (835) |
| Amortisation for the year | (17) | - | - | (144) | (18) | (97) | (276) |
| Impairment losses recognised in income statement | (125) | (74) | - | (12) | - | (12) | (222) |
| Effects of movements in foreign exchange rates | - | 353 | 14 | 70 | - | 51 | 488 |
| Cost balance at 31 December 2013 | 2 273 |
9 827 |
2 243 |
1 724 |
539 | 682 | 17 289 |
Introduction
Oil and gas licences totalling NOK 6 442 million at the end of 2014 are attributable to Det norske oljeselskap. NOK 3 414 million of this total are attributable to the acquisition of Marathon Oil Norge AS.
Capitalised exploration costs total NOK 2 395 million. The change in capitalised exploration costs of NOK 152 million in 2014 is primarily attributable to the acquisition of Marathon Oil Norway AS (NOK 251 million), investments (NOK 964 million), charges resulting from the drilling of dry wells (NOK 624 million) and reclassification to Fields under development.
Goodwill amounted to NOK 18 522 million at the end of 2014. Of this sum, NOK 10 066 million is attributable to Det norske oljeselskap, including NOK 9 832 million relating to the acquisition of Marathon Oil Norway AS. The latter was counteracted somewhat by net losses from impairments and currency effects.
Other goodwill as at 31 December 2014 relates to Aker Solutions (NOK 4 556 million), Akastor (NOK 1 838 million), Kvaerner (NOK 1 126 million), Aker BioMarine (NOK 483 million), Ocean Yield (Aker Floating Production) (NOK 284 million) and Aker's fisheries business (NOK 168 million).
Goodwill linked to Aker Solutions, Akastor and Kvaerner derives from various acquisitions and other transactions over time.
Goodwill for Aker Floating Production stems from the acquisition of Aker Contracting FP ASA in 2006, which had developed the Aker S.M.A.R.T. for the construction of a generic, cost-effective FPSO. The Aker BioMarine goodwill arose in connection with Aker's purchase of Natural and the establishment of the Aker BioMarine group in December 2006. The entire goodwill has been allocated to the krill business.
Development costs of NOK 2 323 million primarily relate to Aker Solutions (NOK 1 579 million), Akastor (NOK 690 million) and Kvaerner (NOK 44 million).
Fishing licences are attributable to Havfisk (NOK 801 million), less deferred Aker income of NOK 290 million connected to the establishment of Havfisk in 2006. At the end of 2014, Havfisk owned 29.6 cod and haddock trawler licences, 31.9 saithe trawler licences, eight shrimp trawler licences and three silver smelt licences in Norway. The licences, expect for basic quotas are depreciated over 20–25 years, depending on the type of licence. Basic quotas are unlimited in time and are not depreciated.
The balance-sheet value of other intangible assets as at the end of 2014 (NOK 676 million) primarily relates to Akastor (NOK 410 million) and Aker Solutions (NOK 208 million).
The amortisation and impairment charge are recognised in the following lines in the income statement:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Amortisation | (403) | (276) |
| Amortisations reclassified to discontinued operations | - | 15 |
| Depreciation and amortisation continuing operations | (403) | (261) |
| Non-recurring items | (3 079) |
(223) |
| Total | (3 482) |
(483) |
Amortisation in ongoing operations of NOK 403 million in 2014 (NOK 261 million in 2013), is attributable to Akastor (NOK 235 million), Det norske (NOK 131 million), Aker Solutions (NOK 98 million), Havfisk (NOK 28 million) and Aker BioMarine (NOK 13 million).
Impairments of intangible assets totalling NOK 3 079 million in 2014 are primarily attributable to the impairment of technical goodwill by Det norske oljeselskap (NOK 2 524 million), other goodwill (NOK 349 million), oil licences held by Det norske oljeselskap (NOK 55 million) and expensed development costs which did not qualify for capitalisation (NOK 151 million).
The main reason for the impairment of technical goodwill by Det norske was reduced price expectations between the Marathon Oil Norge AS acquisition date and 31 December 2014. In addition, deferred tax calculated on the assets purchased through the acquisition was reduced in the fourth quarter due to the depreciation of these assets; see a more detailed account below.
Oil- and gas licenses and technical goodwill
Allocation of oil- and gas licenses and technical goodwill:
| Amounts in NOK million | Oil- and gas licenses |
Technical goodwill |
Total |
|---|---|---|---|
| Carrying amounts in Det norske oljeselskap Purchase of Det norske oljeselskap in 2011 |
4 790 1 632 |
8 793 1 273 |
13 583 2 905 |
| Total | 6 422 |
10 066 |
16 488 |
The valuation units used when assessing impairments are determined by the lowest level at which it is possible to identify cash flows independent of cash flows from other groups of fixed assets. In the case of oil and gas assets, this is done at field or licence level.
Impairment testing is conducted when market prices for oil and gas fall significantly. Two types of impairment test have been used:
- impairment test on fixed assets and related intangible assets, excluding goodwill
- impairment test on goodwill.
Impairment is recognised in the profit and loss account when the balance-sheet value of an asset or cash-generating unit exceeds the recoverable amount. The recoverable amount is the higher of the asset's net sale value and value in use. The impairment tests conducted in 2014 were based on value in use. When assessing value in use, the expected future cash flow is discounted to prevent value using a post-tax discount rate which reflects current market assessments of the time value and specific risk associated with the asset.
In the case of producing licences and licences in a development phase, the recoverable amount is calculated by discounting future post-tax cash flows. Future cash flows are determined by comparing the expected production profile to anticipated actual and probable remaining reserves.
The following assumptions have been made:
- nominal post-tax discount rate of 9.1 per cent, based on WACC (2013: 10.7 per cent)
- anticipated long-term inflation of 2.5 per cent
- oil prices based on forward prices for the period 2015–2019. From 2020, the price expectation is based on management's long-term price assumptions.
The following nominal oil price expectations have been applied, based on forward graphs:
| Year Average in USD |
|||
|---|---|---|---|
| 2015 | 61.73 | ||
| 2016 | 68.85 | ||
| 2017 | 72.84 | ||
| 2018 | 75.49 | ||
| 2019 | 77.51 | ||
| 2020 (in real terms) | 85.00 |
Since Det norske oljeselskap changed its operating currency from NOK to USD as of 15 October 2014, the company is not exposed to currency risk from cash flows in USD. On the other hand, there are cash flows in NOK, including a proportion of future capital expenditure and operating costs and all tax payments to the Norwegian State. As in the case of future oil prices, forward graphs were used for
exchange rates from 2015 to the end of 2019, and thereafter the company's long-term expectations for the period 2020 onwards. Accordingly, the following exchange rates were used in the 2014 impairment tests:
| Year | NOK/USD | |
|---|---|---|
| 2015 | 7.48 | |
| 2016 | 7.47 | |
| 2017 | 7.38 | |
| 2018 | 7.31 | |
| 2019 | 7.22 | |
| 2020 | 7.00 |
Impairment tests were carried out for assets other than goodwill before the annual goodwill impairment test. When one of these assets is deemed to have suffered impairment, the asset is impaired before the goodwill impairment test is conducted. The book value of the assets is the sum total of fixed assets and intangible assets on the valuation date. In the fourth quarter, the removal estimates for several fields were reduced. Some of these fields had previously been impaired to zero, the reduction in the removal costs thus had an immediate impact on the profit and loss account in the form of reversed impairment. The effect of reduced removal estimates was counteracted by reduced prices and other changes in assumptions made in previous impairment tests. The book value of some fields also includes an intangible asset (licence right) from previous business combinations. The deferred tax effect linked to these assets has been netted against the impairment, and is not presented as a tax expense in the profit and loss account. Net impairment of oil licences amounted to NOK 55 million in 2014.
In 2014, pre-impairment goodwill acquired through business combinations has been allocated as follows for impairment purposes:
| Goodwill | NOK million |
|---|---|
| Technical goodwill from the acquisition of Marathon Oil Norge AS | 7 916 |
| Ordinary goodwill from the acquisition of Marathon Oil Norge AS | 1 916 |
| Technical goodwill from previous business combinations | 360 |
Technical goodwill has been allocated to each individual cash-generating unit (CGU) as a basis for impairment tests. All fields tied into the Alvheim FPSO have been treated as part of the same CGU (Alvheim CGU), meaning that all producing fields owned by the former Marathon Oil Norge AS have been included in a CGU. Ordinary goodwill from the acquisition has been allocated to a group of CGUs encompassing both fields acquired from Marathon Oil Norge AS and existing Det norske fields, since these primarily relate to tax and workforce synergies. Technical goodwill from previous business combinations has primarily been allocated to Johan Sverdrup and Ivar Aasen.
The total recoverable amount of ordinary goodwill exceeds the book value by a substantial margin, and ordinary goodwill has therefore not been impaired.
As regards technical goodwill, an impairment charge of NOK 2.5 billion (USD 341 million) has been made. The primary reason for this is the reduced oil price expectations applicable from the takeover date to 31 December 2014. Due to depreciation charges, deferred tax on the assets recognised in connection with the acquisition was also reduced in the fourth quarter. Deferred tax (as of the takeover date), which has formed the basis for technical goodwill, reduces the net pre-impairment balance-sheet value. When deferred tax from the original recognition is reduced, more goodwill becomes subject to impairment. Going forward, the depreciation of assets from the purchase price allocation will reduce the deferred tax liability.
Capitalised exploration costs
Capitalised exploration costs total NOK 2 395 million, whereof NOK 2 161 million relates to Det norske oljeselskap and NOK 234 million to Setanta.
NOK 964 million of the exploration cost in Det norske oljeselskap were capitalised in 2014 and NOK 251 million relate to the acquisition of Marathon Oil Norge AS.
In the case of exploration costs recognised in the balance sheet, each well is tested for impairment. Det norske oljeselskap employs the "successful efforts" method in its accounting treatment of exploration and development costs. All exploration costs (including seismic procurements, seismic studies, investment of own time), except for costs linked to the acquisition of licences and the drilling of exploratory wells, are charged as expenses on an ongoing basis. Costs linked to the drilling of exploratory wells are temporarily recognised in the balance sheet pending an evaluation of potential oil and gas reserve discoveries. If no reserves are found, or if the discoveries are deemed technically or commercially unviable, the drilling costs linked to the exploratory wells are charged as expenses. Such charges may be recorded in the balance sheet for more than one year. The main criteria are that there are either fixed plans for future drilling under the licence or that a development decision is expected in the near future.
Based on the completed assessments, NOK 0.6 billion was charged as an expense in 2014, while NOK 0.6 billion was reclassified to Fields under development.
Other goodwill
Allocation of other goodwill:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Aker Solutions | 4 556 |
- |
| Akastor | 1 838 |
6 059 |
| Kvaerner | 1 126 |
1 392 |
| Ocean Yield | 284 | 233 |
| Aker BioMarine | 483 | 339 |
| Other | 168 | 210 |
| Total | 8 455 |
8 233 |
Determination of recoverable amounts
The group tests other goodwill for impairment annually, or more frequently if there is indications that impairment has occurred. The test is carried out at year-end. Impairment losses are recognised in the profit and loss account if the calculated recoverable amount, taking sensitivity analyses into account, is lower than the carrying value of the asset or the cash-generating unit.
Goodwill related to the companies Aker Solutions, Akastor and Kvaerner stems from a number of historical transactions. The group has been reorganised several times, including through mergers and demergers of various companies, and as a result it is impossible to identify individual units pre-dating the acquisitions for the purpose of allocating goodwill to individual companies. As a result, the business areas have been identified as the smallest identifiable cash-generating unit for this purpose.
The goodwill of Ocean Yield's subsidiary Aker Floating Productions relates to the FPSO contract for Dhirubhai-1. Aker BioMarine's goodwill has been allocated to the krill business. Miscellaneous goodwill of NOK 168 million is attributable to fishing licences in Aker prior to the establishment of Havfisk.
The recoverable amounts for the individual companies have been found by calculating value in use. The calculations are based on future cash flows based on budgets and strategic objectives. The group strives for consistency over time in the assumptions applied when calculating losses due to impairment. Where changes to such assumptions have been necessary, the reason for the changes is explained.
The discount rate is estimated on the basis of a weighted average of the required rate of return on equity and the expected cost of debt. The cost of debt is based on a risk-free interest rate in the currency in which the loan is denominated, plus a mark-up reflecting the long-term interest margin. The discount rate is set for each cash-generating unit, and may thus vary between group companies. Accordingly, the
utilised weighted required rate of return is influenced by differences in the cost of debt linked to differing interest margins and risk-free interest rates resulting from the use of the 10-year Norwegian government bond rate rather than the 10-year US treasury bond rate, as well as difference in equity ratios.
Aker Solutions
Carrying amount of goodwill totalled NOK 4 556 million as at 31 December 2014. No impairment losses were recognised in 2014 or 2013.
Impairment of goodwill is tested annually in the fourth quarter (once the budgeting process has been completed) or if there are indicators of impairment. The following assumptions have been applied:
- Five-year cash flow as calculated in the 2014 budget and strategy process has been applied as the future cash flow estimate. Although oil prices were at USD 70–80 per barrel when the budget was finalised, and prices have subsequently fallen substantially, the budget assumptions remain consistent with management's long-term expectations.
- The WACC pre-tax used is10.5 per cent (8.6 per cent post-tax) for Field Design, 9.2 per cent (7.8 per cent post-tax) for Subsea and 10.6 per cent (8.6 per cent post-tax). The rates differ due to the use of different betas in three industry segments.
- A growth rate of 2.5 per cent has been used to calculate terminal value after the five-year period.
- Budgeted cash flow has been adjusted for new investments which are not yet under contract, and the cash flows therefore only reflect organic growth.
Several sensitivity analyses have been run in 2014 to address the increased uncertainty in the market. The recoverable amounts in the various scenarios exceed book value with a considerable amount for all cash-generating units.
Akastor
Carrying amount of goodwill totalled NOK 1 838 million as at 31 December 2014.
Management monitors goodwill impairment at the portfolio company level (segment) which is also considered to be the cash-generating units (CGU) due to the level of integration within the CGU's.
Recoverable amounts are based on value in use calculations. For all CGU's except AKOFS Offshore the calculations use cash flow projections based on the budgets and strategic forecasts for the periods 2015-2019 and an annual growth of 2 per cent for subsequent periods. For AKOFS Offshore, see below.
| WACC assumptions used in impairment testing | WACC, post-tax | WACC, pre-tax |
|---|---|---|
| MHWirth | 8.2% | 9.4% |
| Frontica | 6.1% | 7.4% |
| AKOFS Offshore1 | 7.1% | 7.1% |
| Fjords Processing | 8.1% | 8.7% |
| KOP Surface Products | 9.3% | 10.1% |
| Step Oiltools | 8.2% | 9.2% |
1) Vektet avkastningskrav før skatt og vektet avkastningskrav etter skatt for AKOFS Offshore er likt på grunn av antagelsen om at både AKOFS Seafarer og Skandi Santos vil komme inn under tonnasjeskattreglene i Norge i nærmeste fremtid.
The risk free interest rate used in the discount rate is based on the 10 year state treasury bond rate of 1.61 per cent at the time of the impairment testing. Optimal debt leverage was estimated for each portfolio company.
For all portfolio companies except AKOFS Offshore, the recoverable amounts are higher than the carrying amounts and consequently the analysis indicates that no impairment is required. The key assumptions used in the calculation of recoverable amounts are discount rates, terminal value growth rates and EBITDA-margins. Reasonable changes to the key assumptions do not give grounds to impairment for any of these portfolio companies.
AKOFS Offshore
In the second quarter 2014, an impairment loss was recognized in Akastor. The impairment is a result of the revised business case for AKOFS Seafarer following the cancellation by Total in Angola of a twoyear contract as well as the market outlook in general for the two vessels AKOFS Seafarer and Aker Wayfarer. The impairment is to a large extent eliminated on Aker group level due to different book values in the Aker group, resulting in a net impairment of NOK 19 million in the Aker group.
Following the impairment loss recognised in the second quarter 2014, the recoverable amount was equal to the carrying amount. Therefore, any adverse movement in a key assumption would lead to further impairment. The goodwill has been re-tested for impairment as of 31 December 2014 showing that the estimated recoverable amount exceeds its carrying amount by approximately NOK 380 million.
The values assigned to key assumptions represent management's assessments of future trends in the business and are based on data from both external and internal sources. The cash flow projections reflect vessel-specific rates as reflected in charter-agreements and, for periods when the vessels are operating in the spot market, rates achieved in most recent charter agreements.
The value-in-use analysis for AKOFS Seafarer has been made with different probability weighted scenarios covering the variation in day rates and utilisation. Management has identified that reasonable possible changes in WACC as well as utilisation and day rates related to AKOFS Seafarer vessel could cause the carrying amount to exceed the recoverable amount. The recoverable amount will be lower than book value if WACC is increased by more than 1.4 per cent. Sensitivities in day rates and utilisation are both short term (in the spot market) and long term (in the light well intervention market). In addition, a critical assumption is the timing for when the vessel will enter the light well intervention market (LWI). In the base case, this is assumed to happen in 2017.
Kvaerner
Carrying amount of goodwill totalled NOK 1 126 million as at 31 December 2014.
Goodwill was allocated to the five business areas, based on relative fair value estimates of the businesses at the time of demerger from Aker Solutions in 2011.
The group performs an impairment test annually to ensure that the recoverable amount related to recorded goodwill exceeds the related carrying value.
Recoverable amounts are based on value in use calculations. Management's approach to determine the values that are assigned to each key assumption reflect past experience and are as follows:
- Cash flow projections based on budgets and strategic forecasts for the period 2015-2018. These projections include both current on-going projects and assumed project wins. Prior years' forecasts have been assessed with regards to actual wins, and main deviation has been related to assumed international project wins.
- An annual growth rate of 1.5 per cent for subsequent periods
- The pre-tax discount rate (weighted average cost of capital) used is calculated based on the posttax rate using an iterative process that gives the same net present value of cash flows pre- and post-tax. The post-tax discount rate applied in the testing is 9.9 per cent, and pre-tax discount rates range from 12.5 per cent to 13.0 per cent for the different business areas.
Based on the impairment test performed in 2014 and accounting judgements following adverse market developments, a goodwill impairment loss of NOK 266 million was recognised in the fourth quarter related to business area Contractors International.
For the business areas Contractors Norway, Jackets and Concrete Solutions the recoverable amount for the recorded goodwill exceeds the related carrying values, and consequently the analysis indicates that no impairment is required. There is considerable headroom compared to the carrying amount for these business areas.
For Kvaerner, assumed project awards is an essential element in the impairment testing. The group's business development organisation is reviewing and considering market prospects and selecting target projects. Assumed project wins reflect past experience, strategic considerations and Kvaerner's capacity to execute projects.
Cash flow estimates are sensitive to changes in volume, margin (projects) and discount rate assump-
tions. No reasonable change in any of these parameters, isolated one at the time, would lead to required additional impairment of goodwill. There is room for the following combination of adverse changes before addition impairment is required: Revenue reduction of 50 per cent, EBIT margin reduction of 5 percentage points and increase in post-tax discount rate of two percentage points.
Ocean Yield (Aker Floating Production):
Goodwill related to Aker Floating Production amounted to NOK 284 million at the end of 2014. No impairment charge was made in 2014 or 2013. The increase from 2013 to 2014 is due to currency effects. Goodwill stems from the acquisition of Aker Contracting FP ASA in 2006, the company which had developed the Aker S.M.A.R.T. concept for the construction of generic, cost-effective FPSO.
When testing for losses due to the impairment of goodwill attributable to the FPSO contract for Dhirubhai-1, the recoverable amount is set as the value in use when discounted contractual cash flows are estimated. The value is determined by discounting the contractual cash flow. The calculation is based on future cash flows, budgets and strategic objectives.
The FPSO has been chartered to Reliance Industries Ltd under a contract due to expire in September 2018. The expected cash flow used in the calculations covers the period until the end of the contract, and is based on Aker Floating Production's long-term budget. The cash flow represents management's best estimates and reflects the organisation's experience from current operations.
The expected cash flows have been estimated using day rates as defined in the charter and operation and maintenance contracts. The day rates under the operation and maintenance contract increase by five per cent a year. A bonus based on the estimated FPSO downtime is included. The estimated downtime includes planned stoppages in connection with maintenance in 2016 and 2018, as well as estimated downtime with a reduction in the bonus at specific intervals each year. The achieved uptime figure for 2014 is 99.46 per cent.
Operating costs have been included, and are estimated to increase by between three and five per cent a year. Equipment maintenance has also been included. Other indirect costs are estimated to increase by two per cent a year. The 2018 option price of USD 255 million has been used as the terminal value. The cash flow has been adjusted to reflect estimated tax costs.
Cash flows have been estimated post-tax. Cash flows have therefore been discounted using a posttax discount rate of 6.37 per cent, equating to a pre-tax discount rate of 9.79 per cent. The discount rate has been calculated as the weighted average of the required rate of return on equity and expected borrowing costs, as well as an anticipated long-term equity proportion of 35 per cent (35 per cent in 2013). The capital asset pricing model for a peer group of sector companies has been used when calculating WACC. The cost of debt is based on a five-year USD swap rate with a margin reflecting long-term funding in the current market.
The calculation of value in use incorporates subjective estimates which may fluctuate over time. A sensitivity analysis has been undertaken based on two key scenarios deemed by management to be the most obvious and relevant to the company's risk profile:
A) an increase in the required rate of return (WACC) of 50 per cent
B) an increase in downtime to 5 per cent during the period, i.e. no bonus achievement during the period.
Neither scenario A nor scenario B entailed impairment losses.
Aker BioMarine:
The company's carrying amount of goodwill of NOK 483 million has been allocated to the krill business in its entirety, with the exception of the CLA/Tonalin contracts. The recoverable amount in respect of the krill business has been estimated based on the value in use. No impairment losses were recognised in 2014 or 2013.
The calculated value in use is based on discounted future cash flows. The following assumptions were applied in 2014:
- Anticipated cash flows are based on the board-approved budget and business plan for the krill business for the next five-year period. The budget is based on detailed budgets from the different divisions of the krill business. For subsequent periods, the model is based on estimated terminal growth of 2.0 per cent.
- In the budget for the period 2015–2017, first-year revenues are based on contracts concluded for 2015, as well as a management assessment and external information on the potential for new contracts. Annual growth in operating revenue in the next two years is based on management's market assessments based on information available from external sources and long-term market plans.
- The budgeted operating margin is in line with management forecasts based on the scalability of the business model. A large proportion of the group's operating costs are independent of production volumes, and higher sales will therefore help boost the operating margin.
- The terminal value in the model for calculating value in use is based on an expected operating margin in 2019. Further, the investment level has been set equal to expected depreciation to maintain sales and production capacity.
- When calculating the recoverable amount, a pre-tax discount rate of 10.9 per cent has been used (2013: 12.5 per cent).
- The discount rate has been estimated based on a weighted average of the required rate of return on equity and the expected cost of debt, assuming an anticipated equity proportion of 50 per cent (2013: 50 per cent). The required rate of return on equity has been estimated using the capital asset pricing model (CAPM), and then been adjusted from post-tax to pre-tax. The cost of debt is based on a risk-free interest rate (10-year US treasury bonds), plus a mark-up reflecting the long-term funding cost and the company's risk profile. Further, peer group analysis has been used to calculate beta.
- The sensitivity of value in use has been tested using simulations of different combinations of the discount rate and terminal value growth.
No combination of these factors resulted in a value in use lower that the carrying value as at 31 December 2014.
Miscellaneous goodwill:
Miscellaneous goodwill of NOK 169 million relates to Havfisk. The fishing licences have a lower book value in the Aker group accounts than the accounts of Havfisk. This is linked to the establishment of Havfisk in its present form and the fact that added value was primarily allocated to fishing licences at the time of establishment. The added value of the fishing licences means that there is no basis for impairment of goodwill related to Havfisk in Aker's group accounts.
Fishing licences
At the end of 2014, Havfisk owned 29.6 cod and haddock trawler licences, 31.9 saithe trawler licences, eight shrimp trawler licences and three silver smelt licences in Norway. The licences are owned through the subsidiaries Nordland Havfiske AS, Finnmark Havfiske AS and Hammerfest Industrifiske AS. No quotas/rights were purchased or sold in 2014. However, a letter of intent was signed in December 2013 concerning the sale of 1.35 cod and haddock quota units and 1.38 quota units saithe. These sales were not completed because the fisheries authorities failed to give their approval before the expiry of the contractual deadline.
A license for cod, haddock and saithe is a license giving rights to trawl for white fish north of the 62nd parallel as well as in the North Sea during parts of the year. Correspondingly, shrimp and silver smelt licences grant rights to fish for shrimp and silver smelt. In 2014, each vessel was allowed to hold up to three licence units. On 23 January 2015, it was decided by Royal Decree that the number of licence units per vessel should be increased from three to four. The Ministry of Trade, Industry and Fisheries determines the quota size of each license unit annually. In addition, licenses may be transferred between different vessel groups during the course of the year if any of the vessel groups are unable to fill their share of the quota. This is referred to as "re-assignment". In 2014, a cod licence conferred the right to catch 1 658 tonnes of cod, 368 tonnes of haddock and 344 tonnes of saithe north of the 62nd parallel. Compared to 2013, this represents a two per cent increase for cod and cuts of nine and 21 per cent for haddock and saithe, respectively. Unlike in previous years, there were no re-assignments during the year. The shrimp and silver smelt licences are not limited by quantity.
There are delivery commitments tied to the regions to which the licenses relate, i.e. Finnmark and Nordland. This means that buyers in the relevant region have preferential rights to purchase caught fish. Havfisk also has so-called "industry commitments" in Stamsund, Melbu, Hammerfest, Båtsfjord, Honningsvåg and Kjøllefjord. This means that the license is tied to the operation of facilities at the respective sites. However, Havfisk has leased these facilities to third parties, who are responsible for maintaining operations.
In 2014, Havfisk employed a valuation model utilising a method for calculating recoverable amounts based on the discounting of future cash flows. Future cash flows are based on budgets and forecasts for vessels that use associated quotas as the smallest identifiable asset. The model incorporates a separate DCF (discounted cash flow) for each individual unit, i.e. the individual vessel being tested against the book value of quotas and vessels. The quota development included in the model is based on forecasts prepared by ICES (the International Council for the Exploration of the Sea) and the Institute of Marine Research. Expected price changes on fished quantities are linked to the expected increase/reduction in quotas for the different species of fish.
Inflation has been estimated at 2.5 per cent, in line with Norges Bank's inflation target. The discount rate used is 8.19 per cent (pre-tax) and 7.41 per cent (post-tax). The discount rate has been estimated based on a weighted average of the required rate of return on equity and the expected cost of debt, assuming an anticipated equity proportion of 45 per cent. The cost of debt is based on a risk-free interest rate (10-year government bonds), plus a mark-up reflecting the long-term interest margin. The discount rate has initially been estimated post-tax and then converted to a pre-tax rate using the iterative method.
There was no indication of impairment during testing in connection with the 2014 annual report and accounts.
Sensitivity analysis of fishing quotas and licenses
| Amounts in NOK million | Change in turnover |
Change in EBITDA |
|---|---|---|
| A 10% change in the price of cod will lead to the following changes | 56 | 35 |
| A 10% change in the quantity of cod will lead to the following changes | 56 | 17 |
| A 10% change in the quantity of cod, saithe and haddock will lead to the | ||
| following changes | 90 | 27 |
A 10 per cent reduction in the price of cod will reduce turnover by 10 per cent, while the EBITDA impact in NOK is expected to be somewhat smaller. Short-term changes in price and quotas are not expected to have any material impact on the valuation as the structural quotas is evaluated based on a time horizon up to 25 years. A lasting reduction in price, given unchanged quota volumes, is expected to affect the value of quotas and licenses due to reduced EBITDA- and cash flow contributions. A sustained reduction in quotas without corresponding increase in prices would have a similar effect.
Other intangible assets
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Aker Solutions | 1 787 |
- |
| Akastor | 1 100 |
2 297 |
| Kvaerner | 44 | 9 |
| Aker BioMarine | 47 | 78 |
| Other | 21 | 23 |
| Total | 2 999 |
2 407 |
Capitalised development costs and other intangible assets of Aker Solutions total NOK 1 787 million, the majority of which comprises capitalised costs. All development projects are tested quarterly for impairment. This testing takes into account technical market developments, accrued costs compared to budgets and other factors with the potential to reduce book value. In the case of uncompleted projects, a full test for impairment is undertaken annually by reviewing and updating the original business case for each project to ensure that future cash flow is revalued and a new present value calculated. Impairment losses are recognised when the net present value of future cash flows from a project are lower than the expected booked, capitalised amount at project end. Impairment losses totalling NOK 61 million were recognised in 2014 – NOK 22 million linked to subsea and NOK 39 million to Field Design.
Capitalised development costs and other intangible assets held by Akastor total NOK 1 100 million. NOK 640 million was capitalised in 2014 in connection with development projects, while NOK 112 million was expensed during the course of the year because the capitalisation criterion was not met. Intangible assets with a limited expected operating life are depreciated over five to 10 years.
Capitalised development costs and other intangible assets of Kvaerner total NOK 44 million, including NOK 23 million relating to the development of a model for estimating costs and NOK 12 million linked to IT projects. NOK 11 million has been expensed in respect of projects that failed to meet the capitalisation criteria. Intangible assets other than goodwill with a limited operating life are depreciated over their expected operating life, i.e. five to 10 years.
Aker BioMarine's licence agreements/production technology amount to NOK 37 million. This total primarily relates to existing licence agreements expiring in four to six years. Capitalised development costs total NOK 10 million. The licence agreements are depreciated on a linear basis, and are tested for impairment when impairment is indicated.
Note 17 Investments in associates and joint ventures
The Aker Group has interests in several associates and joint ventures ("JV"), of which the most important ones are: Align AS (38.8 per cent, associate), Philly Tankers AS (53.7 per cent, JV), Trygg Pharma Group AS (50 per cent, JV), Aker BioMarine Manufacturing LLC (50 per cent, JV), Aker BioMarine Financing LLC (50 per cent, JV), DOF Deepwater (50 per cent, JV), Kiewit- Kvaerner Contractors (50 per cent, JV), Kvaerner Caspian B.V (50 per cent, JV), and Fornebuporten Boligutvikling AS (50 per cent, JV).
Align AS is a supplier of technical safety and total fire-fighting solutions for the global oil and gas market.
Philly Tankers AS was established in 2014 to provide pure play exposure toward Jones Act shipping market with firm contracts for two eco-design product tanker newbuilds and options for two additional vessels. The vessels will be built by Aker Philadelphia Shipyard with deliveries of the initial two vessels in Q4 2016 and Q1 2017 and deliveries of the two option vessels in Q3 2017 and Q4 2017.
Trygg Pharma Group AS is a Norwegian late-stage biotechnology company developing marine based omega-3 fatty acids for pharmaceutical applications. The company is jointly owned with Lindsay Goldberg LLC, a US-based private investment firm.
Aker BioMarine Manufacturing LLC is a joint venture with Naturex S.A. for a krilloil production plan under construction in Houston, USA. The financing of the production plan are facilitated through Aker BioMarine Financing LLC, also a joint venture with Naturex S.A.
DOF Deepwater AS operates in the marine sector. The company owns a series of six anchor-handling (AHTS) vessels.
Kiewit-Kvaerner Contractors is a partnership between Peter Kiewit Infrastructure Co and Kvaerner. The partnership was established with the purpose of delivery of the contract awarded by ExxonMobil for the Hebron Project gravity based structure (GBS) offshore Newfoundland, Canada.
Kvaerner Caspian BV is a joint venture between Kvaerner and the Kazakh company KGNT Holding LLP. The joint venture has been targeting offshore EPC and onshore module fabrication projects in the Kazakhstan sector of the Caspian Sea. There is currently an on-going process to close down the joint venture, and the investment has therefore been written down to zero in 2014.
Fornebuporten Boligutvikling AS, a joint venture with Aker and Profier AS, is involved in housing construction at Fornebu outside Oslo, Norway.
The associated companies and joint venture are accounted for by using the equity method.
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| At 1 January | 1 321 |
1 119 |
| Effects of acqusitions (-) or disposals (+) of subsidiaries in stages | - | 27 |
| Acquisitions / disposals | (104) | 115 |
| Share of losses / profits | 342 | 540 |
| Exchange differences and cash flow hedges | 47 | (2) |
| Dividends received | (600) | (681) |
| Other equity movements | 495 | 202 |
| At 31 December | 1 502 |
1 321 |
Allocated between associates and joint venture are as follows:
| Associates | 203 | 304 |
|---|---|---|
| Joint ventures | 1 298 |
1 017 |
| At 31 December | 1 502 |
1 321 |
Summary of financial information and the Group's ownership in major associates and joint ventures is as follows:
| Amounts in NOK million 2014 2014 2013 2014 2014 2013 2014 2013 2014 Country Norway Norway Norway USA Norway Norway Canada Canada Norway Ownership and voting rights 38.8% 50% 50% 50% 50% 50% 50% 50% 53.7% Operating revenues 1 483 - 675 9 246 230 7 823 6 765 - Operating expenses (1 402) (88) (202) (29) (152) (152) (7 119) (6 156) - Financial items (41) 26 10 2 (181) (118) - Net profit (100%) 33 (62) 483 (19) (89) (41) 704 609 Share of net profit result 13 (31) 242 (9) (45) (21) 352 305 Elimination of urealised sales gain and profit discontinuing business 310 7 (3) Impairment - (244) - - - - - - - Share of earnings 323 (275) 242 (9) (38) (24) 352 305 Fixed assets 305 408 743 254 1 697 1 738 - - Current assets 464 333 521 43 151 108 615 342 Total assets 769 741 1 264 297 1 848 1 846 615 342 Long-term liabilities (49) - (18) (145) (1 157) (1 175) - - - Short-term liabilities (401) (12) (26) (86) (243) (133) (74) (238) Net assets (100%) 319 729 1 220 65 449 537 541 105 Share of net assets 124 365 610 33 225 269 271 54 Elimination of unrealised gains and losses - (10) (5) - (20) (26) - Balance end of period 124 355 605 33 205 243 271 54 Dividends received 399 429 165 251 - |
Align AS | Trygg Pharma Group AS | Aker BioMarine Manufac turing/ Financing1 |
DOF Deepwater AS | Kiewit-Kvaerner Contractors |
Philly Tankers AS2 |
|---|---|---|---|---|---|---|
| 1 | ||||||
| 1 | ||||||
| 1 | ||||||
| 1 | ||||||
| 228 | ||||||
| 609 | ||||||
| 837 | ||||||
| (1) | ||||||
| 837 | ||||||
| 449 | ||||||
| (35) | ||||||
| 415 | ||||||
1) Aker BioMarine Manufacturing LLC and Aker BioMarine Financing LLC can be viewed as cohesive entities, as they together will constitute a krill oil manufacturing facility in Houston, Texas, U.S.A. and the related financing of the facility.
2) As of 31 December 2014, Aker Philadelphia Shipyard owns 53.7 per cent of the outstanding shares of Philly Tankers AS. The Company has performed an analysis of its ownership interests and voting rights in Philly Tankers and due to a shareholder agreement concluded that it has joint control. The Group therefore accounts for Philly Tankers as a joint venture.
Shares and investments in associated companies and joint venture are allocated as follows:
2014
| Amounts in NOK million | Book value at 1 January |
Acquisitions and disposals |
Share of profits /losses |
Changes due to exchange differences and hedges |
Dividends received | Other changes in equity |
Book value at 31 December |
|
|---|---|---|---|---|---|---|---|---|
| Align AS/ Bokn Invest AS | 1) | 200 | - | 323 | - | (399) | - | 124 |
| Trygg Pharma Group AS | 2) | 605 | 3 | (275) | 22 | - | - | 355 |
| Aker BioMarine Manufacturing/Financing | 2) | 36 | - | (9) | - | - | 6 | 33 |
| DOF Deepwater AS | 2) | 243 | - | (38) | - | - | - | 205 |
| Kiewit-Kvaerner Contractors | 2) | 54 | - | 352 | 30 | (165) | - | 271 |
| Kvaerner Caspian B.V. | 2) | 58 | - | (57) | (2) | - | - | - |
| Philly Tankers AS | 2) | - | 3 | 1 | - | - | 411 | 415 |
| Other entities | 125 | (110) | 46 | (3) | (36) | 78 | 101 | |
| Total | 1 321 |
(104) | 342 | 47 | (600) | 495 | 1 502 |
|
| 1) Associates | 304 | (110) | 369 | (3) | (435) | 78 | 203 | |
| 2) Joint ventures | 1 017 |
6 | (27) | 50 | (165) | 417 | 1 298 |
|
| Total | 1 321 |
(104) | 342 | 47 | (600) | 495 | 1 502 |
Acquisitions and disposals
Net acquisitions and disposals of NOK 104 million are mainly related to disposal of the investments in Hinna Park Invest AS and Oslo Asset Management Holding AS.
Share of profits/losses
Shares of profits/losses from associates and joint ventures are based on the companies' net profit including profit/loss from discontinued operations. The purpose of the investment determines where its results are presented in the income statement. When entities are formed to share risk in executing project or are closely related to the operating activities, the shares of the profits and losses are reported as part of other income in the operating profit. Shares of profits or losses from financial investments are reported as part of financial items.
Share of profits/losses for 2014 is allocated with NOK 345 million as other income and NOK -3 million as share of profit/loss from associates and joint ventures as part of financial items.
Share of losses from Trygg Pharma Group includes an impairment of NOK 244 million as result of the negative outcome for the product AKR963 from U.S. Food and Drug Administration FDA. AKR 963 is a product candidate for the treatment of severe hypertriglyceridemia.
Share of profit from Bokn Invest AS includes a gain of NOK 310 million in connection with the sale of the company Stream in 2014.
Dividends received
The associate Bokn Invest was liquidated in 2014. As part of the liquidation, a subsidiary of Aker ASA received 38.8 per cent of the shares in Align AS as well as a cash proceed of NOK 399 million as capital distribution. This includes NOK 41 million that is expected to be received in 2015. Dividend received from Kiewit-Kvaerner Contractors was NOK 165 million in 2014.
Other changes in equity
In July 2014, Aker Philadelphia completed a USD 65 million private placement for Philly Tankers with a subsequent listing on the Norwegian OTC. Prior to the Philly Tankers private placement, the company contributed a promissory note with a book value of USD 55.3 million (NOK 338 million) in return for 62 475 shares in Philly Tankers. Book value of the share at the end of 2014 was USD 55.9 million, resulting in an exchange rate adjustment in the Aker group of NOK 73 million at the end of 2014, part of other changes in equity.
Shares and investments in associated companies and joint venture have been allocated as follows:
2013
| Amounts in NOK million | Book value at 1 January |
Effects of acquisitions (-) or disposals (+) of subsidiaries in stages |
Acquisitions and disposals |
Share of profits /losses |
Changes due to exchange differences and hedges |
Dividends received |
Other changes in equity |
Book value at 31 December |
|---|---|---|---|---|---|---|---|---|
| Bokn Invest AS | 184 | - | - | 14 | 1 | - | 1 | 200 |
| Trygg Pharma Group AS | 689 | - | 100 | 242 | - | (429) | 3 | 605 |
| Aker BioMarine Manufacturing/Financing | - | - | 35 | (1) | - | - | 1 | 36 |
| DOF Deepwater AS | 68 | - | - | (24) | - | - | 200 | 243 |
| Kiewit-Kvaerner Contractors | - | - | - | 305 | - | (251) | - | 54 |
| Kvaerner Caspian B.V. | 77 | - | - | (16) | (3) | - | - | 58 |
| Other companies | 102 | 27 | (20) | 20 | - | (1) | (4) | 125 |
| Total | 1 119 |
27 | 115 | 540 | (2) | (681) | 202 | 1 321 |
Acquisitions, disposals and other changes
Trygg Pharma Holding and Aker BioMarine Manufacturing received equity contribution of NOK 100 million and NOK 35 million, respectively, from Aker BioMarine in 2013.
Share of losses/profits
Share of profits for 2013 is allocated with NOK 363 million as other income and NOK 177 million as share of profit/loss from associates and joint ventures as part of financial items.
Received dividend
Received dividend from Trygg Pharma Holding relates to dividend of NOK 429 million received in connection with the sale of the Epax business.
From Kiewit-Kvaerner Contractors, Kvaerner received 251 million in dividends in 2013.
Other changes in equity
DOF Deepwater other changes in equity is attributable to the conversion of part of its debt to Aker Solutions to equity. Outstanding loans at the end of 2013 to DOF Deepwater totaled NOK 83 million.
Note 18 Other shares and funds
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Ezra Holdings Ltd | 222 | 480 |
| AAM Absolute Return Fund | - | 369 |
| Norron fondene | 388 | 338 |
| Aker Pensjonskasse AS | 123 | 120 |
| American Shipping Company ASA | 433 | 61 |
| NBT AS | 55 | 55 |
| Shares in other companies | 46 | 68 |
| Total | 1 267 |
1 491 |
Aker's ownership interest in Ezra Holding Ltd. amounted to 7.4 per cent and the share is listed at Singapore stock exchange. The Ezra share price was significantly reduced in 2014, resulting in a negative change in fair value of - NOK 185 million recognised in other comprehensive income, and an impairment loss of NOK 97 million recognised in financial items.
Aker owns 11 per cent of the Norron Target capital of SEK 2 161 million, 50 per cent of the Norron Select capital of SEK 272 million and 1.5 per cent of the Norron Preserve capital of SEK 1 817 million.
Aker's ownership interests in Aker Pensjonskasse amounted to 96 per cent and are owned through Akastor with 93.4 per cent and 2.6 per cent by Aker ASA. Although Aker owns 96 per cent of Aker Pensjonskasse the ownership does not constitute control since Aker does not have the power to govern the financial and operating policies so as to obtain benefits from the activities in this entity.
Aker's ownership interest in American Shipping Company amounted to 19.1 per cent at the end of 2014 following a participating in the equity issue and the conversion of debt to equity in January 2014.
The change in other shares in 2014 relates to:
| Amounts in NOK million | 2014 |
|---|---|
| At 1 January 2014 | 1 491 |
| Acquisitions | 151 |
| Changes in fair value reserve | (98) |
| Proceeds from disposals | (388) |
| Conversion of debt to equity | 179 |
| Sales gains and write-downs | (69) |
| At 31 December 2014 | 1 267 |
The carrying amount at the end of 2014 was NOK 1 267 million, reduced by NOK 224 million during the year.
In January 2014 Aker participating in the offering in American Shipping Company with NOK 123 million and converted a debt of NOK 179 million.
The group invested NOK 25 million in the fund Norron Preserve during 2014.
During 2014, Aker's interest in AAM Absolute Return Fund was sold for NOK 362 million.
The total change in fair value reserves is negative with NOK 98 million and is mainly attributable to shares in American Shipping Company by NOK 70 million, the Norron funds by NOK 24 million, the AAM Absolute Return Fund until time of disposal with NOK - 7 million, and Ezra Holding with NOK -185 million.
Note 19 Financial interest-bearing assets
Interest-bearing long-term receivables:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Restricted deposits | 214 | 516 |
| Loans to employees | 13 | 8 |
| Loans to related parties | 141 | 147 |
| Long-term bonds | 1 340 |
1 021 |
| Other interest-bearing long-term receivables | 100 | 374 |
| Total | 1 809 |
2 066 |
Restricted deposits mainly relates to loan agreements in Ocean Yield of NOK 149 million and in Det norske oljeselskap of NOK 13 million. In addition Aker Philadelphia Shipyard has deposits related to a construction contract totalling NOK 52 million.
Interest-bearing long-term receivables to related parties are attributable to loans granted to joint ventures DOF Deepwater, with NOK 82 million, Aker BioMarine Manufacturing NOK 44 million and Fornebu Boligutvikling NOK 16 million.
Long-term bonds of NOK 1 340 million consists of Ocean Yield's 93.05 per cent ownership interest of the unsecured bonds American Shipping Company ASA 07/18, with maturity in 2018 (the "Bonds"). In December 2013 AMSC carried out a recapitalisation of the company where the bond loan agreement was amended. In the amended bond loan agreement the bond loan is denominated in USD with an interest of LIBOR + 6.00% (previously denominated in NOK with an interest of NIBOR + 4.75%). The structure of the loan was changed from an all-PIK-interest structure to 50/50 PIK/cash interest. The cash interest portion will further increase to 70 per cent as from the refinancing of AMSC's external bank debt (which matures in June 2016), and to 90 per cent as from 12 months after such refinancing. Finally, 100
per cent of the interests will be payable in cash as from 24 months after such refinancing has taken place. Until the refinancing of the senior secured bank facility, AMSC will have an option to extend the maturity date of the Bonds from 28th February 2018 to 28th February 2021. If this extension option is exercised the margin of the bonds will increase by 2.5 per cent p.a. In addition the margin will increase by 0.5 per cent p.a. for every 12-month period the bond is outstanding after the extension option is exercised.
The amendments to the bond loan agreement had effect from 3 January 2014. Due to the significant changes in terms the bonds under the amended bond loan agreement is considered to be a new loan, and the bonds under the old terms have thus been derecognised. The bonds have been classified as loans and receivables.
Interest-bearing short-term receivables
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Portfoilio of bonds and certificates in Aker Insurance AS | 91 | 119 |
| Convertible loan Ezra Holding Ltd | - | 347 |
| Loans to related Parties | 35 | 9 |
| Other interest-bearing short-term receivables | 461 | 459 |
| Total | 588 | 934 |
The change in interest-bearing receivables in 2014 can be allocated as follows:
| Amounts in NOK million | Bonds | Convertible bonds |
Restricted funds |
Other loans |
Total |
|---|---|---|---|---|---|
| At 1 January 2014 | 1 021 |
347 | 516 | 1 116 |
3 000 |
| Accrued interest | 79 | - | - | - | 79 |
| Change in fair value reserve | (131) | - | - | - | (131) |
| Repayments of loans and bonds | - | (352) | - | (229) | (581) |
| New loans and bonds | - | - | - | 39 | 39 |
| Translation and other changes | 371 | 5 | (302) | (83) | (9) |
| At 31 December 2014 | 1 340 |
- | 214 | 844 | 2 397 |
| Net repayment loans and bonds | |||||
| (see cash flow) | - | 352 | - | 189 | 541 |
Repayment loans and bonds
Repayment of convertible debt can be attributed to Ezra Holding Ltd, the repayment of other loans of NOK 229 million can partly be attributed to NOK 60 million withdrawals of deposit account linked to the TRS agreement with American Shipping Company shares. The remaining repayments are a number of items that collectively comprise 169 million.
Note 20 Other non-current assets
Other non-current assets consist of the following items:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Interest-free long term receivables on related parties Other interest-free long-term receivables |
2 355 |
- 247 |
| Total | 356 | 247 |
Other interest-free long-term receivables in 2014 includes NOK 78 million in long-term VAT receivables at Fornebuporten, NOK 91 million in miscellaneous receivables in Akastor and NOK 65 million related to deferred volume at Atla field in Det norske oljeselskap.
Other interest-free long-term receivables in 2013 include prepayments of NOK 65 million by Havfisk for trawlers under constructions and NOK 71 million in long-term VAT receivables due to Fornebuporten.
Note 21 Inventory and biological assets
Inventory and biological assets comprises the following items:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Raw materials | 1 921 |
1 367 |
| Work in progress | 275 | 429 |
| Finished goods | 1 026 |
1 085 |
| Total | 3 222 |
2 880 |
| Impairment of inventory recognised as expense during the period | 140 | 136 |
| Reversal of impairment recognised as an expense reduction during the | ||
| period | 27 | - |
| Carrying amount of inventory pledged as security for liabilities | 343 | 309 |
Of the total value of Aker Group's inventory as of 31 December 2014, NOK 1 696 million has been measured at fair value less cost to sell.
Note 22 Trade and other short-term interest-free receivables
Trade and other short-term interest-free receivables comprise of the following items:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Trade receivables | 10 031 |
7 946 |
| Amount due to from customers for construction work | 8 411 |
6 472 |
| Other short-term interest-free receivables | 7 579 |
7 778 |
| Total | 26 021 |
22 197 |
In 2014, the group recorded impairment of trade receivables of NOK 63 million. In 2013 the loss was also NOK 63 million. The loss has been included in the other operating expenses in the income statement.
Other short-term receivables in 2014 includes receivables under operator licenses (Det norske oljeselskap), accrued operating revenue from service contracts (Aker Solutions), and advance payments to suppliers.
See also Note 6 Financial risk and exposure.
Note 23 Cash and cash equivalents
Cash and cash equivalents are allocated to the different companies as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Industrial holdings: | ||
| Aker Solutions | 3 339 |
- |
| Akastor | 1 075 |
2 345 |
| Det norske oljeselskap | 2 195 |
1 709 |
| Kvaerner | 1 208 |
1 545 |
| Ocean Yield | 566 | 806 |
| Aker Biomarine | 18 | 42 |
| Havfisk | 146 | 24 |
| Total industrial holdings | 8 547 |
6 471 |
| Finansielle investeringer: | ||
| Converto Capital Fund | 454 | 732 |
| Øvrige selskaper | 142 | 62 |
| Aker ASA and holding companies | 2 857 |
2 459 |
| Total | 12 000 |
9 724 |
There are restrictions on the cash transfers between Aker ASA and holding companies and subsidiaries. Restricted cash totals NOK 464 million, NOK 227 million in Aker Solutions, NOK 76 million in
Kvaerner, 52 million in Converto Capital Fund, 39 million in Akastor, NOK 36 million in Det norske oljeselskap and NOK 34 million in other companies within the group.
Note 24 Earnings per share and dividend per share and paid-in equity
Earnings per share
Calculation of profit from continued and discontinued operations to equity holders of the parent:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Continued operations: | ||
| Net profit (loss) from continued operations | (1 629) | 1 266 |
| Minority interests | (711) | 973 |
| Profit from continued operations attributable to equity holders of | ||
| the Parent | (918) | 293 |
| Discontinued operations | ||
| Net profit (loss) from discontinued operations | 2 650 | 468 |
| Minority interests | 1 771 | 2 |
| Profit from discontinued operations attributable to equity holders of the parent |
879 | 466 |
| Total profit attributable to equity holders of the parent | (39) | 759 |
| Shares outstanding at 1 January | 72 329 923 | 71 483 047 |
| Changes in own shares held | 16 017 | 846 876 |
| Total shares outstanding at 31 December | 72 345 940 | 72 329 923 |
| Allocation: | ||
| Issued shares at 31 December | 72 374 728 | 72 374 728 |
| Own shares held | (28 788) | (44 805) |
| Total shares outstanding at 31 December | 72 345 940 | 72 329 923 |
| Weighted average number of shares at 31 December | 72 335 746 | 72 320 121 |
Diluted earnings per share
No instruments with a potential dilution effect were outstanding at 31 December 2014 or 31 December 2013.
Dividend
Dividends paid in 2014 and 2013 totalled NOK 940 million (NOK 13.00 per share) and NOK 868 million (NOK 12.00 per share), respectively. A dividend of NOK 10.00 per share, totally NOK 723 million will be proposed at the Annual General Meeting on 17 April 2015, of which half (NOK 5.00 per share) is proposed to be with an optional settlement in new Aker shares at 10 per cent discount to the prevailing share price. In accordance with IFRS, no provision has been made in the group accounts for the proposed dividend.
Paid-in capital
At 31 December 2014, Aker ASA's share capital consisted of the following:
| Shares issued |
Own shares | Shares outstanding |
|
|---|---|---|---|
| Number of ordinary shares | 72 374 728 |
28 788 |
72 345 940 |
| Par value (NOK) Total par value (NOK million) |
28 2 026 |
28 1 |
28 2 026 |
| Share premium reserve Other paid in capital |
- - |
- - |
- - |
| Total paid in capital | 2 026 |
1 | 2 026 |
All shares have equal voting rights and are entitled to dividends. Aker ASA has no voting rights for its own shares.
The 20 largest shareholders as of 31 December 2014
| Number of | ||
|---|---|---|
| Shareholders | shares | Per cent |
| TRG Holding AS1 | 48 245 048 |
66.7% |
| J.P. Morgan Chase BANK N.A. London | 1 870 449 |
2.6% |
| Folketrygdfondet | 1 016 690 |
1.4% |
| The Resource Group TRG AS1 | 860 466 |
1.2% |
| Morgan Stanley & Co LLC | 802 075 |
1.1% |
| Tvenge, Torstein Ingvald | 800 000 |
1.1% |
| State Street Bank & Trust Company | 737 527 |
1.0% |
| KBC Securities NV | 678 363 |
0.9% |
| Citibank, N.A. | 625 934 |
0.9% |
| KBC Securities NV | 520 903 |
0.7% |
| UBS (Luxembourg) S.A. | 445 423 |
0.6% |
| Oslo Pensjonsforsikring AS PM | 445 200 |
0.6% |
| Fondsfinans Spar | 375 000 |
0.5% |
| KLP Aksje Norge VPF | 354 368 |
0.5% |
| Fidelity Funds-Nordic Fund/SICAV | 353 928 |
0.5% |
| J.P. Morgan Chase BANK N.A. London | 340 842 |
0.5% |
| Morgan Stanley & Co LLC International | 331 596 |
0.5% |
| The Bank of New York Mellon SA/NV | 298 872 |
0.4% |
| Citibank, N.A. | 292 492 |
0.4% |
| Skandinaviske Enskilda Banken AB | 270 104 |
0.4% |
| Other | 12 709 448 |
17.6% |
| Total | 72 374 728 |
100% |
1) Kjell Inge Røkke controls 67.8 per cent of the shares in Aker ASA through TRG Holding AS and TRG AS.
Note 25 Minority interests
The Aker Group includes several subsidiaries of which Aker ASA and holding companies own less than 100 per cent. See Note 9 Operating segments and significant subsidiaries for key figures for some of these companies.
The change in minority interests in 2014 can be attributed to the following companies:
| Amounts in NOK million | Per cent minority interests as at 31 December |
Balance at 1 January |
Profit for the year |
Other comprehensive income |
Dividend | New minority, release of minority |
Share issue by subsidiary |
Other changes in equity |
Balance at 31 December |
|---|---|---|---|---|---|---|---|---|---|
| Aker Solutions | 65.24 | - | 204 | 171 | - | (25) | - | 8 989 | 9 339 |
| Akastor | 65.49 | 13 044 | 1 692 | 92 | (729) | (72) | - | (8 989) | 5 038 |
| Det norske oljeselskap | 50.01 | 2 482 | (1 047) | 379 | - | - | 1 488 | - | 3 302 |
| Kvaerner | 71.29 | 2 799 | (51) | 165 | (239) | - | - | - | 2 673 |
| Ocean Yield | 26.79 | 1 004 | 170 | 211 | (117) | (5) | 86 | - | 1 351 |
| Aker BioMarine | 0.98 | - | - | - | - | 11 | - | - | 11 |
| Havfisk | 26.75 | 298 | 53 | (9) | (1) | - | - | - | 341 |
| Aker Philadelphia Shipyard | 42.44 | 206 | 40 | 78 | (110) | (48) | 382 | - | 548 |
| Norway Seafoods | 26.41 | 71 | (19) | 7 | - | - | - | - | 59 |
| Other companies | - | 6 | 17 | - | (16) | - | - | - | 8 |
| Total | 19 910 | 1 060 | 1 094 | (1 211) | (140) | 1 956 | - | 22 669 | |
Minority interest in Aker Kværner Holding
The minority interest in Aker Kværner Holding of NOK 6 215 million at 31 December 2014 is broken down in the table above on the companies where Aker Kværner Holding has ownership interests. The specification per company at 31 December 2014 are; Aker Solutions NOK 3 391 million, Akastor NOK 1 842 million and Kvaerner NOK 982 million.
New minority, release of minority
In May, Aker ASA acquired 891 762 shares in Aker Solutions ASA (renamed Akastor) for NOK 87 million. The transaction increased the direct ownership in Aker Solutions from 6.0 per cent to 6.3 per cent and reduced minority interests with NOK 58 million. In addition subsidiaries of Aker has purchased own shares and thereby reducing minority interests with NOK 99 million. Various other smaller transactions in 2014 increased the minority interests with NOK 17 million. See also Note 7.
Share issue by subsidiary
In July Det norske oljeselskap completed a NOK 3 003 million equity rights issue. Aker participated with its pro-rata share of NOK 1 501 million. The transaction increased minority interest with NOK 1 488 million (after transaction costs).
In January, a share issue in Ocean Yield increased minority interests with NOK 14 million and in December a share issue in a subsidiary of Ocean Yield increased minority interests with NOK 73 million.
In the first quarter, share issues in Aker Philadelphia Shipyard raised proceeds of approximately USD 65 million. Aker did not participate in the share issues. The transactions increased minority interest with NOK 382 million.
Other changes in equity
Other changes in equity in Aker Solutions and Akastor consist of split of minority interests following the demerger of Akastor (old Aker Solutions).
Note 26 Other comprehensive income
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of operations with functional currency other than NOK, and the translation of liabilities that hedge the group's net investment in a foreign subsidiary. The main subsidiaries with functional currencies other than NOK are Det norske oljeselskap (USD), Aker Philadelphia Shipyard (USD), Ocean Yield (USD), and Aker BioMarine (USD). In addition, several of the foreign businesses within Aker Solution, Akastor and Kværner have functional currencies other than NOK.
Fair value reserve
The fair value reserve includes the cumulative net change in the fair value of available-for-sale investments until the investment is derecognised.
Hedging reserve
The hedge reserve relates to cash flow hedges of future revenues and expenses against exchange rate fluctuations. The income statement effects of such instruments are recognised in accordance with the progress of the underlying construction contract as part of revenues or expenses as appropriate. The hedge reserve represents the value of such hedge instruments that are not yet recognised in the income statement. The underlying nature of a hedge is that a positive value on a hedge instrument exists to cover a negative value on the hedged position.
Allocation of other comprehensive income to equity holders of the parent and to minority interests
| Total translation |
||||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Translation reserve |
Fair value reserves |
Hedging reserves |
and other reserves |
Retained earnings |
Total | Minority interests |
Total equity |
| 2014 | ||||||||
| Defined benefit plan actuarial gains (losses) | - | - | - | - | (187) | (187) | (177) | (364) |
| Items that will not be reclassified to income statement | - | - | - | - | (187) | (187) | (177) | (364) |
| Changes in fair value of available-for-sale financial assets | - | 39 | - | 39 | - | 39 | (121) | (81) |
| Changes in fair value of cash flow hedges | - | - | (768) | (768) | - | (768) | (1 055) |
(1 823) |
| Reclassified to profit or loss: changes in fair value of available for sale financial assets, | ||||||||
| translation differences and cash flow hedges | (1) | (248) | 370 | 121 | - | 121 | 297 | 418 |
| Currency translation differences | 1 949 |
- | - | 1 949 |
- | 1 949 |
2 150 |
4 099 |
| Changes in other comprehensive income from associated and joint venture companies | 47 | - | - | 47 | - | 47 | - | 47 |
| Items that may be reclassified to income statement subsequently | 1 995 |
(209) | (397) | 1 389 |
- | 1 389 |
1 271 |
2 660 |
| Other comprehensive income 2014 | 1 995 |
(209) | (397) | 1 389 |
(187) | 1 202 |
1 094 |
2 296 |
| Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Translation reserve |
Fair value reserves |
Hedging reserves |
translation and other reserves |
Retained earnings |
Total | Minority interests |
Total equity |
|
| 2013 | |||||||||
| Defined benefit plan actuarial gains (losses) | - | - | - | - | (7) | (7) | 1 | (6) | |
| Defined benefit plan actuarial gains (losses) in associated companies | - | - | - | - | (5) | (5) | 8 | 3 | |
| Items that will not be reclassified to income statement | - | - | - | - | (11) | (11) | 9 | (3) | |
| Changes in fair value of available-for-sale financial assets | - | 347 | - | 347 | - | 347 | 48 | 395 | |
| Changes in fair value of cash flow hedges | - | - | 172 | 172 | - | 172 | 178 | 351 | |
| Reclassified to profit or loss: changes in fair value of available-for-sale financial assets, | |||||||||
| translation differences and cash flow hedges | 1 | (145) | (82) | (227) | - | (227) | - | (227) | |
| Currency translation differences | 673 | - | - | 673 | - | 673 | 834 | 1 508 |
|
| Items that may be reclassified to income statement subsequently | 674 | 202 | 90 | 966 | - | 966 | 1 061 |
2 027 |
|
| Other comprehensive income 2013 | 674 | 202 | 90 | 966 | (11) | 955 | 1 069 |
2 024 |
Note 27 Interest-bearing loans and liabilities
This note provides information on the contractual terms of the Group's interest-bearing loans and borrowings.
Interest-bearing short-term and long-term debt and liabilities are as follow:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Non-current liabilities | ||
| Secured bank loans | 10 704 |
9 984 |
| Unsecured bank loans | 5 816 |
7 731 |
| Unsecured bond issues | 11 574 |
12 331 |
| Reserve-base lending facility | 15 096 |
- |
| Finance lease liabilities | 7 | 7 |
| Overdraft facilities | 133 | 85 |
| Exploration facilities | - | 478 |
| Other interest-bearing liabilities | 485 | 162 |
| Total interest-bearing liabilities | 43 816 |
30 778 |
| Recorded as follows: | ||
| Current liabilities | 4 898 |
5 564 |
| Current liabilities | 38 918 |
25 214 |
| Total interest-bearing liabilities | 43 816 |
30 778 |
Interest-bearing liabilities are allocated to the companies within the Group as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Industrial holdings: | ||
| Aker Solutions | 3 764 |
- |
| Akastor | 3 570 |
11 316 |
| Det norske oljeselskap | 16 972 |
4 989 |
| Kvaerner | 487 | 479 |
| Ocean Yield | 7 370 |
5 289 |
| Aker BioMarine | 1 063 |
900 |
| Havfisk | 1 288 |
1 223 |
| Total industrial holdings | 34 514 |
24 196 |
| Financial investments: | ||
| Converto Capital Fund | 643 | 287 |
| Fornebuporten and other companies | 1 964 |
1 029 |
| Aker ASA and holding companies | 6 696 |
5 266 |
| Total interest-bearing liabilities | 43 816 |
30 778 |
The contractual terms of interest-bearing liabilities as at 31 December 2014 are as follows:
| Amounts in NOK million | Currency | Nominal interest rate | Maturity | Nominal in currency value (millions) |
Carrying amount NOK million |
|---|---|---|---|---|---|
| INDUSTRIAL HOLDINGS: | |||||
| Aker Solutions | |||||
| Unsecured bonds: | |||||
| Bond 2017 | NOK | 3 mths Nibor + 4.25% | June 2017 | 1 500 |
1 500 |
| Bond 2019 | NOK | 3 mths Nibor + 4.20% | October 2019 | 1 000 |
1 005 |
| Brazilian Development Bank EXIM loan | |||||
| Itau | BRL | 5.50% | July 2016 | 145 | 405 |
| HSBC | BRL | 5.50% | August 2016 | 50 | 141 |
| Itau | BRL | 8.00% | July 2015 | 155 | 433 |
| HSBC | BRL | 8.00% | July 2015 | 50 | 140 |
| Other loans | BRL | 50 | 140 | ||
| Total Aker Solutions | 3 764 |
||||
| Akastor | |||||
| Credit facilities: | |||||
| Revolving credit facility (NOK 2 000 million) |
NOK | Ibor + Margin | June 2019 | 1 000 |
987 |
| Unsecured bank loan: | |||||
| Term loan | NOK | 3 mths Ibor + margin | June 2017 | 2 500 |
2 485 |
| Other loans | 98 | ||||
| Total Akastor | 3 570 |
||||
| Det norske oljeselskap | |||||
| Unsecured bond loans | |||||
| Bond 2020 | NOK | 3 mths Nibor + 5% | July 2020 | 1 894 |
1 876 |
| Secured loans: | |||||
| Reserve-based lending facility | USD | Libor + 2.75% + provision | 2021 | 2 037 | 15 096 |
| Total Det norske oljeselskap | 16 972 |
||||
| Kvaerner | |||||
| Unsecured bond loans | |||||
| Term loan | NOK | Nibor + 2.5% | May 2016 | 500 | 487 |
| Total Kvaerner | 487 | ||||
Annual accounts – Aker group
| Amounts in NOK million | Currency | Nominal interest rate | Maturity | Nominal in currency value (millions) |
Carrying amount NOK million |
|---|---|---|---|---|---|
| Ocean Yield | |||||
| Secured loans: | |||||
| Eksportkreditt/GIEK/DNB (Aker Shiplease) | NOK | Nibor + 1.05% + provision | October 2022 | 822 | 822 |
| DNB syndicated (Aker Floating Production) | USD | Libor + 1.5% | 2018 | 196 | 1 453 |
| Eksportkreditt/GIEK/DNB (Connector) | USD | Libor + 1.38% + provision | 2024 | 169 | 1 254 |
| DNB syndicated (Connector) | USD | Libor + 1.5% | 2024 | 16 | 117 |
| Eksportkreditt/GIEK/Swedbank (F-Shiplease) | NOK | 3.69% + provision | March 2025 | 819 | 819 |
| DNB/ING Bank N.V (OS Installer) | USD | Libor + 1.5% | 2019 | 109 | 807 |
| Nordea Bank syndicate (Ocean Yield ASA) | USD | Libor + 2.25% | 2021 | 156 | 1 101 |
| Unsecured bond loans: | |||||
| Bond 14/19 FRN (Ocean Yield ASA) | NOK | Nibor + 3.9% | 2019 | 1 000 |
997 |
| Total Ocean Yield | 7 370 |
||||
| Aker BioMarine | |||||
| Secured bank loans: | |||||
| DNB | USD | Libor + 3.4% | 2016 | 105 | 776 |
| Caterpillar Financial Services Corporation | USD | 6 mths Libor + 1.89% | March 2017 | 8 | 61 |
| Innovation Norway AS - 1 | NOK | 5.20% | June 2026 | 124 | 124 |
| Innovation Norway AS - 2 | NOK | 5.75% floating | June 2023 | 15 | 14 |
| Overdraft facilities | NOK | 89 | 89 | ||
| Total Aker BioMarine | 1 063 |
||||
| Havfisk | |||||
| Secured bank loan in NOK - DNB/Nordea | NOK | 3 mths Nibor + 1.85% | September 2018 | 1 275 |
1 275 |
| Secured bank loan in NOK - Innovation Norway | NOK | 2019 | 13 | 13 | |
| Total Havfisk | 1 288 |
1 288 |
|||
| FINANCIAL INVESTMENTS: | |||||
| Aker ASA and holding companies | |||||
| Unsecured bonds: | |||||
| FRN Aker ASA Senior Unsecured Bond Issue 2010/2015 | NOK | Nibor + 5% | November 2015 | 808 | 808 |
| FRN Aker ASA Senior Unsecured Bond Issue 2012/2017 | NOK | Nibor + 4% | April 2017 | 500 | 500 |
| FRN Aker ASA Senior Unsecured Bond Issue 2013/2018 | NOK | Nibor + 3.5% | June 2018 | 1 300 |
1 300 |
| FRN Aker ASA Senior Unsecured Bond Issue 2012/2019 | NOK | Nibor + 5% | January 2019 | 500 | 500 |
| FRN Aker ASA Senior Unsecured Bond Issue 2014/2019 | SEK | Stibor + 3.25% | July 2019 | 1 500 |
1 430 |
| FRN Aker ASA Senior Unsecured Bond Issue 2013/2020 | SEK | Nibor + 4% | June 2020 | 1 700 |
700 |
| FRN Aker ASA Senior Unsecured Bond Issue 2012/2022 | NOK | Nibor + 5% | September 2022 | 1 000 |
1 000 |
| Unsecured bank loans: | |||||
| Sparebank 1 SMN | NOK | Nibor +3.75% | Mai 2017 | 500 | 500 |
| Loan fees | - | (42) | |||
| Total Aker ASA and holding companies | 6 696 |
| Amounts in NOK million | Currency | Nominal interest rate | Maturity | Nominal in currency value (millions) |
Carrying amount NOK million |
|---|---|---|---|---|---|
| Fornebuporten | |||||
| Construction loan - Handelsbanken | NOK | At completion | 1 226 |
1 226 |
|
| Land mortgage- Handelsbanken | NOK | 2017 | 136 | 136 | |
| Mortgage loan - DNB | NOK | 2015 | 54 | 54 | |
| Mortgage loan - Pareto Bank | NOK | 2016 | 200 | 200 | |
| Mortgage loan - Storebrand Bank ASA | NOK | 2017 | 126 | 126 | |
| Construction loan - DNB | NOK | At completion | 222 | 222 | |
| Total Fornebuporten | 1 964 |
1 964 |
|||
| Converto Capital Fund | - | 643 | |||
| Total other companies | 2 607 |
||||
| Total interest-bearing liabilities | 43 816 |
Aker Solutions
Unsecured bond:
All bonds are denominated in Norwegian kroner and are issued in the Norwegian bond market. The bonds are issued based on a floating interest rate plus a predefined margin. The bonds are issued with Norsk Tillitsmann as trustee and the loan agreements are based on Norsk Tillitsmann's standard loan agreement for such bonds. The bonds are unsecured on a negative pledge basis and include no dividend restrictions.All bonds issued are listed on the Oslo Stock Exchange.
Bank loans:
The terms and conditions of Brazilian Development Bank EXIM loan include restrictions which are customary for this kind of facility.
Aker Solutions' strategy is to have between 30-50 per cent of borrowings at fixed interest rates. To the extent that this is not reflected in the loan agreements, swap transactions are entered into.
Akastor
All facilities are provided by a bank syndicate consisting of high quality Nordic and international banks. The terms and conditions include restrictions which are customary for this kind of facility, including inter alia negative pledge provisions and restrictions on acquisitions, disposals and mergers. There are also certain changes of control provisions included. The facility includes no dividend restrictions and is unsecured.
The financial covenants are based on two sets of key financial ratios; a gearing ratio based on net debt/equity and an interest coverage ratio based on EBITDA/net finance costs. The financial covenants are tested on a quarterly basis. The margin applicable to the facility is based on a price grid determined by the gearing ratio and level of utilisation.
Det norske oljeselskap
Unsecured bond:
The bond 2020 runs from July 2013 to July 2020. The principal falls due on July 2020 and interest is paid on a quarterly basis. The loan is unsecured.
Reserve-base lending facility:
Det norske oljeselskap has a reserve-based borrowing facility ("RBL") of USD 3 billion. The RBL is a seven year facility with a bank consortium consisting of 17 banks. The RBL facility is secured by a security package consisting of a pledge over the Company's interests in development and production licenses in Norway. The loan carries an interest of LIBOR plus a margin of 2.75 per cent per annum, plus an utilisation fee up to 0.50 per cent. The available amount under the USD 3.0 billion RBL facility
will be determined twice a year from the value of the Company's borrowing base assets based on certain assumptions. Subject to certain conditions the RBL may be expanded to USD 4.0 billion.
Financial covenants under the RBL facility include, inter alia, a leverage ratio covenant (Net debt / EBIT-DAX) and an interest cover ratio (EBITDA/Interest expense) as well as short and long-term liquidity tests.
One of the covenant requirements for the unsecured bond is the adjusted equity ratio which shall be maintained at minimum 25 per cent. A default only exists when the ratio is below 25 per cent on two consecutive quarter dates and the covenant breach is not remedied within the following quarter reporting date.
Kvaerner
The loan agreement of NOK 3 000 million is split in two tranches; a term loan of NOK 500 million and a revolving credit facility of NOK 2 500 million, both maturing in May 2016. The facilities are provided by a syndicate of high quality international banks. The term loan was fully drawn per end of year 2014 whilst the revolving credit facility was undrawn per same. The terms and conditions include restrictions which are customary for this kind of facilities, including inter alia negative pledge provisions and restrictions related to acquisitions, disposals and mergers. There are also certain provisions of change of control included in the agreement. There are no restrictions for dividend payments. The facilities are unsecured.
The financial covenants are based on three sets of key financial ratios; an equity ratio based on consolidated total borrowings/consolidated total equity, a cash covenant calculated by consolidated total borrowings less consolidated net current operating assets and consolidated cash and cash equivalent assets and an interest coverage ratio based on consolidated EBITDA/consolidated finance costs. The financial covenants are tested on a quarterly basis. As of 31 December 2014 the company is in compliance with all covenants. The margin applicable to the facility is based on a price grid determined by the gearing ratio.
Ocean Yield
Aker Ship Lease: The mortgage loans are secured in the vessel Aker Wayfarer, guaranteed by GIEK and DNB. The loan has a floating interest rate plus a guarantee provision. Instalments and interest are paid semi-annually, with the first payment being made on 1 April 2011. The bank loan matures on 1 October 2022, but the guarantee has to be renewed after five years, in 2015.
Aker Floating Production: The mortgage loan is secured in Dhirubhai-1, and the payment period corresponds to the leasing period of the vessel. In addition, 50 per cent of net cash flow is paid by way of extraordinary instalments.
Connector: The mortgage loans are secured in the vessel Lewek Connector.
The loan from Eksportkreditt Norge has a floating interest rate plus a guarantee provision. The loan is guaranteed by DNB and GIEK. The loan from DNB Livsforsikring has a floating interest rate. Instalments F-Shiplease: The mortgage loans are secured in the vessels Far Senator and Far Statesman. The loan from Eksportkreditt has a fixed interest rate plus a guarantee provision. Instalments and interest are paid semi-annually, and the loans mature in 2025. The loans are guaranteed by Swedbank, Sparebanken Møre and GIEK. The guarantees are subject to renewal after five years from the delivery of the respective vessel.
OS-Installer: The mortgage loans are secured in the vessels SBM Installer. Instalments and interest are paid quarterly, and the loans mature in 2019.
Ocean Yield ASA - Mortgage loan:
In June 2014, Ocean Yield signed a credit facility with a group of banks in a total loan amount of USD 250 million.
The loan comprise of three facilities; a Term Loan Facility of USD 54.75 million, a Revolving Credit Facility of USD 54.75 million and a Newbuilding Facility of USD 140.5 million
The loan is secured in the vessels Höegh Xiamen, Höegh Beijing, Höegh Jacksonville and Höegh Jeddah and the newbuildings XS1462E and XS1462F that will be delivered in 2016.
As of 31 December 2014, USD 156 million, of the total of USD 250 million has been drawn under the Facility.
The Term Loan Facility and the Newbuilding facility are repaid in quarterly consecutive instalments, with the final maturity date falling five years from the last vessel delivery, but no later than 31 August 2021.Interests are paid quarterly. The Revolving Credit Facility shall be repaid at the final maturity date falling five years from the last vessel delivery, but no later than 31August 2021.
The Company has used interest rate derivatives in order to the final maturity date falling five years from the last vessel delivery, but no later than 31 August 2021
Ocean Yield ASA - Unsecured bond:
The senior unsecured bond issue listed on Oslo Stock Exchange has a maturity date of 6 July 2019. The bonds have a floating interest, which is paid quarterly.
Aker BioMarine
Secured loans:
The mortgage loan from DNB has a floating interest rate of Libor + 3.4%. The loans mature in 2016 and instalments and interest are paid semi-annually.
The mortgage from Caterpillar of USD 8.2 million denominated in USD will fall due in March 2017 and has an interest rate of 6 month Libor + 1.89%. The first mortgage from Innovation Norway has a payment exemption until 2016 while the second has a payment exemption until 2014. The mortgages and overdraft facility, totalling NOK 1 063 million in total, are secured in ships and other assets with book values of NOK 1 099 million.
As of 31 December 2014, the Company was in breach with the loan covenant. However, pursuant to the loan agreement, Aker ASA injected a cure investment of USD 4 million on 17 February 2015. Following the cure investment, the Company is compliant with all loan covenants
Havfisk
Secured loans:
The mortgage of NOK 1 275 million is primarily secured in the trawler fleet and shares in harvesting subsidiaries. The loan matures in 2018. The loan agreement includes covenants relating to the minimum equity ratios of the harvesting subsidiaries. The mortgage of NOK 13 million is secured in shares and customer receivables.
Overdraft facility:
Havfisk has an overdraft facility comprises an operating facility of NOK 87 million and guarantee facility of NOK 13 million. Unused operating facility credit totals NOK 87 million.
Bank loans, credit facilities and other short-term loans totalling NOK 1 228 million are secured in fixed assets, inventory and receivables with a book value of NOK 1 555 million.
Aker ASA and holding companies
Senior unsecured bonds:
The principal falls due on the maturity date as shown above and interest is payable quarterly until maturity
Unsecured bank loan:
The loan matures in May 2017 and interest is payable quarterly until maturity.
There are several conditions associated with Aker ASA and holding companies loans, including debt ratio and total internal loans and guarantees in relation to Aker ASA and holding companies net asset value.
Aker ASA has fulfilled all the conditions of the loan agreement by the end of 2014
Fornebuporten
Construction loan – Handelsbanken
The loan has a variable rate. The loan will mature upon completion of each construction phase, expected in June 2015 and June 2016.
Building plot loan – Handelsbanken
The loan has a variable rate. It must be repaid pro rata in proportion to the size of the mortgaged plot when parts of the plot are sold or transferred by means of demerger, although the principal sum must be reduced to at least NOK 240 million by 31 March 2015 and NOK 140 million by 31 March 2016. The remaining balance must be repaid within five years of the disbursement date.
Mortgage loan – DNB
The loan has a floating interest rate. Interest is payable quarterly until maturity, at 30 June 2015.
Mortgage loan – Pareto Bank
The loan has a floating interest rate and matures in 2016. Interest and instalment are payable quarterly until maturity.
Mortgage loan – Storebrand Bank ASA
The loan has a floating interest rate and matures in 2017. Interest and instalment are payable quarterly until maturity.
Construction loan – DNB
The loan has a floating interest rate and matures in 2015. Interest and instalment are payable quarterly until maturity.
Converto Capital Fund
Companies owned by Converto Capital Fund have a total interest bearing debt of NOK 643 million at the end of 2014. Fixed assets and inventory totalling NOK 381 million have been pledged as security for a mortgage loan of NOK 105 million. An overdraft facility of NOK 44 million comprises an operating facility and guarantee facility. Unused operating facility credit totals NOK 51 million
In July 2014, Aker Philadelphia completed a USD 65 million private placement in Philly Tankers with a subsequent listing on the Norwegian OTC. Prior to the Philly Tankers private placement, the Company contributed a promissory note with a book value of USD 55,3 million (NOK 338 million) in return for 62 475 shares in the joint venture company Philly Tankers. By the end of 2014, the loan book to US 56.3 million.
97
Changes in the group's interest-bearing liabilities in 2014:
| Amounts in NOK million | Long-term | Short-term | Total |
|---|---|---|---|
| Interest-bearing liabilities as at 1 January 2014 | 25 214 |
5 564 |
30 778 |
| Mortgage loan Fornebuporten | 745 | - | 745 |
| Det norske oljeselskap RBL facilities | 17 532 |
- | 17 532 |
| DNB mortgage loan to Havfisk | 140 | - | 140 |
| Bond in Ocean Yield ASA | 1 001 |
- | 1 001 |
| Ocean Yield bank facilities | 1 783 |
- | 1 783 |
| Det norske oljeselskap exploration facility in NOK | - | 700 | 700 |
| Det norske oljeselskap revolving credit facility | 1 663 |
- | 1 663 |
| Aker ASA and holding companies issue of new bond loans | 1 427 |
- | 1 427 |
| New loans in Akastor | 3 770 |
3 770 |
|
| Other new loans | 173 | - | 173 |
| Change in credit facilities | - | 51 | 51 |
| Loan fees and establishment costs | (452) | - | (452) |
| Total payment from new short-term and long-term loans | |||
| (excluding construction loans) | 27 782 |
751 | 28 532 |
| Det norske oljeselskap repayment of bond | (600) | - | (600) |
| Det norske oljeselskap repayment of RBL facilities | (4 063) |
- | (4 063) |
| Det norske oljeselskap repayment of exploration facility | - | (1 200) |
(1 200) |
| Det norske oljeselskap revolving credit facility | (3 870) |
- | (3 870) |
| Repayment of loans in Akastor | (5 708) |
(1 888) |
(7 596) |
| Repayment of bond loans in Ocean Yield | (644) | - | (644) |
| Repayment of bank loan in Aker Floating Production | (484) | - | (484) |
| Other repayments | (555) | - | (555) |
| Total repayment of short-term and long-term loans | (15 924) |
(3 088) |
(19 012) |
| Loan Philly Tankers (note 17) | - | 338 | 338 |
| Reclassification / first year instalments | (1 312) |
1 312 |
- |
| Currency translation and other changes | 3 158 |
21 | 3 179 |
| Interest-bearing liabilities as at 31 December 2014 | 38 918 |
4 898 |
43 816 |
Currency adjustments total NOK 3.2 billion and are mainly attributable to the USD loans described above. Loans denominated in USD at the end of the year totalled USD 2.9 billion. A 10 per cent decrease in the USD exchange rate compared to the rate of 7.41 on the balance sheet date would have caused a reduction in debt expressed in NOK of NOK 2.1 billion.
Net interest-bearing debt
Net interest-bearing debt comprises the following items:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Cash and cash equivalents | 12 000 |
9 724 |
| Financial interest-bearing non-current assets | 1 809 |
2 066 |
| Interest-bearing short-term receivables | 588 | 934 |
| Total interest-bearing assets | 14 397 |
12 724 |
| Interest-bearing long-term debt | (38 918) |
(25 214) |
| Interest-bearing short-term debt including construction loans | (4 898) |
(5 564) |
| Total interest-bearing debt | (43 816) |
(30 778) |
| Net interest-bearing debt (-) / assets (+) | (29 419) |
(18 054) |
Note 28 Pension expenses and pension liabilities
The Aker Group's Norwegian companies mainly cover their pension liabilities through group pension plans managed by life insurance companies. Under IAS 19, employee benefit plans have been treated, for accounting purposes, as defined benefit plans. The Norwegian companies in the Group are subject to the Norwegian Act relating to mandatory occupational pensions, and the Group meets the requirements of this legislation.
In addition the Norwegian business is a member of an agreement-based early retirement plan ( AFP). The schemes provide a large proportion of the Norwegian employees the opportunity to retire before the general retirement age in Norway on 67 years. Employees who choose will retain a lifelong benefit from the age of 62 years.
The Group's companies outside Norway have pension plans based on local practice and regulations. Most of the companies have pension plans under which the employer makes an agreed contribution that is managed in a separate pension savings plan, or makes a contribution that is included in a joint plan with other employers. The contributions are recorded as pension expenses for the period.
The Group also has uninsured pension liabilities for which provisions have been made.
The discount rate used in 2014 and 2013 is based on the Norwegian high-quality corporate bond rate. Actuarial calculations have been performed to determine pension liabilities and pension expenses in connection with the Group's defined benefit plans. The following assumptions have been made when calculating liabilities and expenses in Norway:
| Balance 2014 | Profit/loss 2014 and balance 2013 |
|
|---|---|---|
| Expected return | 2.5% | 4.0% |
| Discount rate | 2.5% | 3.8% |
| Wage growth | 3.3% | 3.5% |
| Pension adjustment | 2.5% | 1.9% |
| Mortality table | K2013 | K2013 |
Pension expense recognised in profit and loss:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Expense related to benefits earned during the period | 175 | 190 |
| Interest expense accrued on pension liabilities | 86 | 99 |
| Expected return on pension funds | (39) | (70) |
| Service costs | 2 | 2 |
| Curtailment / settlement | - | 13 |
| Pension expense recognised from defined benefit plans | 224 | 234 |
| Contribution plans (employer's contribution) | 621 | 597 |
| Total pension expense recognised in profit and loss | 845 | 831 |
| Allocation in income statement: |
| Pension cost part of Wages and other personal expenses | 798 | 801 |
|---|---|---|
| Interest expenses and expected return part of net financial items | 47 | 30 |
| Total pension expense recognised in profit and loss | 845 | 831 |
Remeasurement loss (gain) included in other comprehensive income:
| Change in discount rate and other financial assumptions | 526 | (85) |
|---|---|---|
| Change in mortality table | - | 113 |
| Change in other assumptions | (22) | (20) |
| Other comprehensive income - loss/(gain) before tax | 504 | 8 |
| Tax | (140) | (2) |
| Other comprehensive income - loss/(gain) after tax | 364 | 6 |
Changes in net present value of benefit-based pension liabilities:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Net pension liabilities as at 1 January | 1 159 |
1 214 |
| Expenses related to benefit earned during the period | 175 | 190 |
| Administration | 2 | 2 |
| Net financial items | 47 | 30 |
| Curtailment / settlement | - | 13 |
| Pension expense recognised from defined benefit plans | 224 | 234 |
| Acquisitions and disposals | (55) | (71) |
| Pension payments | (173) | (80) |
| Payments received | (116) | (172) |
| Change in payroll tax | - | 16 |
| Remeasurements included in other comprehensive income | 504 | 8 |
| Effects of movements in exchange rates | 8 | 10 |
| Net pension liabilities at 31 December | 1 551 |
1 159 |
Net defined-benefit obligations recognised in the balance sheet:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Pension liabilities as at 31 December | (3 734) |
(3 431) |
| Fair value of pension funds as at 31 December | 2 183 |
2 272 |
| Net liability for benefit-based pension liabilities as at 31 December | (1 551) |
(1 159) |
| Pension funds | 4 | 18 |
| Pension liabilities 31 December | (1 555) |
(1 178) |
| Net liabilities for benefit based pension liabilities as at 31 December | (1 551) |
(1 159) |
Plan assets per category:
Pension funds related to the defined benefit plans are measured at fair value at 31 December 2014 and 2013, and divided into different categories as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Equity securities: | ||
| Oil and gas and oilfield services | 46 | 57 |
| Other equity securities | 14 | 41 |
| Total equity securities | 60 | 98 |
| Bonds: Government |
69 | 37 |
| Finance | 189 | 40 |
| Private and Government enterprise Municipalities |
436 1 384 |
472 1 534 |
| Total bonds | 2 078 |
2 083 |
| Other | 44 | 91 |
| Total | 2 183 |
2 272 |
In 2014, 100 per cent of the equity securities and 98 per cent of the bonds had quoted prices in an active market (level 1). Aker has no equity securities or bonds that are classified in level 3. Property is classified in level 3.
For the definition of the different levels, see Note 2.4.
Financial assumptions (Norwegian plans):
In the table below, the effect on pension expenses and pension liabilities is depicted given a 1%-point increase or decrease in the discount rate. The effect of a 1%-point increase or reduction in wage growth is also shown.
| Amounts in NOK million | 1%-point increase |
1%-point reduction |
|---|---|---|
| Discount rate: | 5.1% | 3.1% |
| Pension liabilities | (316) | 378 |
| Wage growth: | 4.8% | 2.8% |
| Pension liabilities | 50 | (47) |
Note 29 Other interest-free long-term liabilities
Other long-term debt and liabilities comprise the following items:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Derivates | 82 | 50 |
| Deferred and contingent considerations | 44 | 198 |
| Deferred revenue | 250 | 296 |
| Other interest-free long-term debt | 356 | 450 |
| Total | 732 | 995 |
At 31 December 2014 interest-free long-term debt comprises NOK 82 million in derivatives, whereof NOK 42 million in interest rate swaps in Det norske oljeselskap and NOK 40 million in currency contracts in Aker ASA, NOK 44 million in contingent provisions in Akastor related to acquisitions where final consideration is deferred and can depend to a certain degree on future earnings in the acquired companies. The deferred and contingent considerations as of December 31, 2014 relates mainly to the acquisition of Step Oiltools in 2011. NOK 249 million relates to deferred income in Aker Floating Production. Other long-term interest-free debt include 53 million related to deferred real estate tax in Aker Philadelphia Shipyard, 55 million in prepaid charter in Ocean Yield for PCTC vessels Höegh Xiamen and Höegh Beijing, as well as other long-term interest-free debt in Akastor and Det norske oljeselskap, 84 million and 89 million, respectively.
At 31 December 2013, interest-free long-term debt comprised NOK 198 million in contingent provisions in Aker Solutions related to acquisitions where final consideration is deferred and can depend to a certain degree on future earnings in the acquired companies, NOK 296 million related to deferred income in mainly Aker Floating Production. Other long-term interest-free debt consisted partly of NOK 46 million in derivatives in Det norske oljeselskap, NOK 47 million in deferred real estate taxes in Aker Philadelphia Shipyard and NOK 158 million in obligations in Aker Insurance, of which 49 million in provisions for incurred, not settled damages.
Note 30 Provisions
2014
| Abandonment | ||||
|---|---|---|---|---|
| Amounts in NOK million | Warranties | provision | Other | Total |
| Balance as at 1 January | 949 | 976 | 529 | 2 453 |
| Acquired subsidiary | 29 | 2 255 | (109) | 2 175 |
| Provisions made during the year | 305 | 8 | 467 | 779 |
| Provisions used during the year | (117) | (89) | (281) | (487) |
| Provisions reversed during the year | (162) | - | (293) | (455) |
| Currency exchange adjustment | 2 | 473 | 114 | 589 |
| Balance as at 31 December | 1 005 | 3 623 | 425 | 5 053 |
| Long-term liabilities | 134 | 3 581 | 184 | 3 899 |
| Short-term liabilities | 871 | 42 | 241 | 1 154 |
| Balance as at 31 December | 1 005 | 3 623 | 425 | 5 053 |
2013
| Amounts in NOK million | Warranties | Abandonment provision |
Other | Total |
|---|---|---|---|---|
| Balance as at 1 January | 820 | 798 | 846 | 2 464 |
| Provisions made during the year | 397 | 215 | 213 | 824 |
| Provisions used during the year | (149) | (37) | (51) | (237) |
| Provisions reversed during the year | (141) | - | (98) | (240) |
| Reclassifications | - | - | (396) | (396) |
| Currency exchange adjustment | 23 | - | 15 | 38 |
| Balance as at 31 December | 949 | 976 | 529 | 2 453 |
| Long-term liabilities | 79 | 829 | 33 | 941 |
| Short-term liabilities | 870 | 147 | 495 | 1 512 |
| Balance as at 31 December | 949 | 976 | 529 | 2 453 |
Warranties
The provision for warranties mainly relates to the possibility that Aker, based on contractual agreements, may have to perform guarantee work related to products and services delivered to customers. The provision is based on Aker's contractual obligations and empirical estimates of the frequency and cost of work that may need to be done. The warranty period is normally two years and any cash effects will arise during this period.
NOK 538 million has been provisioned for warranties in Aker Solutions, NOK 242 million in Akastor, NOK 80 million in Kvaerner and NOK 134 million has been made with respect to pensions in the former Kvaerner US operation (see also Note 34). The remainder of the warranty provision relates to product tankers (Hull 016-019) delivered by Aker Philadelphia Shipyard.
Removal and decommissioning liabilities
The main part of Det norske oljeselskap's removal and decommissioning liabilities relate to the producing fields. The estimate is based on executing a concept for abandonment in accordance with the Petroleum Activities Act and international regulations and guidelines. The calculations assume an inflation rate of 2.5 per cent and a nominal discount rate before tax of between 3.89 per cent and 5.66 per cent.
Other provisions
Other provisions mainly relate to lease agreements in Akastor.
Note 31 Mortgage and guarantee liabilities
Mortgages
In the course of ordinary operations, completion guarantees are issued and advance payments are received from customers. Guarantees are typically issued to the customer by a financial institution. Collateral of NOK 25.9 billion, allocated between reserve-base lending facilities (RB) NOK 15.1 billion and secured loans and overdraft facilities NOK 10.8 billion has been provided for interest-bearing long-term debt. The lenders of the RBL have security in form of pledge in all current licences (exploration, development and producing assets), insurance policies, floating charge and accounts receivable. The book value of assets used as collateral for secured loans and overdraft facilities is NOK 18.9 billion.
Liability for damage/insurance
Like other licensees on the Norwegian continental shelf, Det norske oljeselskap has unlimited liability for damage, including pollution damage. Like other oil companies, Det norske oljeselskap has insured it's pro rata liability on the Norwegian continental shelf. Installations and liability are covered by an operational liability insurance policy.
Guarantees
Akastor ASA has issued financial guarantees in favour of financial institutions for DOF Deepwater. The guarantee was NOK 582 million at end of 2014
Contractual commitments
Ocean Yield has entered contractual obligations on purchase of vessels, currently under construction, of USD 393.5 million in total during 2015 and 2016.
On behalf of the partners in the Ivar Aasen licence, Det norske oljeselskap has signed several commitments related to the development of the Ivar Aasen field. Excluding the rig contract with Maersk Drilling, Det norske oljeselskap's commitments are USD 624 million in total. In addition, the company has entered into future capital commitments (other than leases) on the Alvheim fields amounting to approximately USD 234 million at year end. See also Note 11.
Uncertain liabilities
In the normal course of its business, the Group will be involved in disputes, and there are currently some unresolved claims. The Group has made provision in the financial statements for probable liabilities related to litigation and for claims arising from IFRS, based on the Group's best assessment. The Group does not expect its financial position, operational results or cash flows to be materially affected by the resolution of these disputes.
Note 32 Trade and other payables
Trade and other payables comprise the following items:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Trade accounts payable | 5 540 | 5 053 |
| Amount due to customers for contract work and advances | 8 190 | 5 107 |
| Accrual of operating- and financial costs | 8 117 | 9 588 |
| Other short-term interest-free liabilities | 5 704 | 4 147 |
| Total | 27 550 | 23 894 |
Other current liabilities include liabilities under operator licenses (Det norske oljeselskap), VAT, payroll tax and tax withholding and reserves for unpaid wages and holiday payments.
Specification of net working capital:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Biological assets, inventory, work in progress, other trade and interest free receivables |
29 243 | 25 077 |
| Trade and other payables | (27 550) | (23 894) |
| Current provisions | (1 154) | (1 512) |
| Total operational assets and debt | 539 | (329) |
| Derivatives Pension assets and other non-current assets |
(1 732) 360 |
519 266 |
| Pension liabilities, other interest-free long-term liabilities and non-cur rent provisions |
(6 105) | (3 064) |
| Total working capital | (6 939) | (2 608) |
Note 33 Financial instruments
See also Note 6 Financial risk and exposure.
Fair value and carrying amounts
The estimates of fair value and the carrying amounts shown in the balance sheet are as follows:
| 2014 | 2013 | ||||
|---|---|---|---|---|---|
| Amounts in NOK million | Carrying amount | Fair value | Carrying amount | Fair value | |
| Financial assets carried at fair value | |||||
| Available for sale financial assets | 1 270 |
1 270 |
2 485 |
2 485 |
|
| Financial assets at fair value through profit and loss (including derivatives) | 96 | 96 | 159 | 159 | |
| Financial assets designated at fair value through profit and loss | 128 | 128 | 68 | 68 | |
| Interest rate swaps - hedging accounting | - | - | 37 | 37 | |
| Foreign exchange contracts - hedge accounting | 3 294 |
3 294 |
1 387 | 1 387 | |
| Total financial assets carried at fair value | 4 789 | 4 789 | 4 136 | 4 136 | |
| Financial assets carried at amortised cost | |||||
| Loans and receivables | 25 838 |
25 838 |
22 836 |
22 836 |
|
| Cash and cash equivalents (including long-term restricted deposits, see Note 19) | 12 214 |
12 214 |
10 240 |
10 240 |
|
| Total financial assets carried at amortised cost | 38 052 |
38 052 |
33 076 |
33 076 |
|
| Financial liabilities carried at fair value | |||||
| Interest rate swaps - hedge accounting | 146 | 146 | 73 | 73 | |
| Foreign exchange contracts - hedge accounting | 4 049 |
4 049 |
41 | 41 | |
| Derivative contracts - not hedge accounting | 928 | 928 | 923 | 923 | |
| Total financial assets carried at fair value | 5 123 |
5 123 |
1 036 |
1 036 |
|
| Financial liabilities carried at amortised cost | |||||
| Bonds and convertible loans | 11 574 |
11 372 |
12 331 |
12 548 |
|
| Other interest-bearing debt | 32 242 |
32 278 |
18 447 |
18 447 |
|
| Interest-free long-term financial liabilities | 375 | 375 | 697 | 697 | |
| Interest-free short-term financial liabilities | 19 062 |
19 062 |
19 641 |
19 641 |
|
| Total financial liabilities carried at amortised cost | 63 252 |
63 086 |
51 116 |
51 333 |
NOK 7.6 billion of financial liabilities classified as fixed rate in the interest profile table (Note 6) are liabilities that pursuant to contract have floating interest rates but have been swapped to fixed rates using interest rate swaps. In the table above, the changes in the fair value of these derivatives due to interest rate changes is shown on the line Interest rate swaps-hedge accounting and the line Derivative contracts-not hedge accounting.
Fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method. See Note 5 Accounting principles for definitions of the different levels in the fair value hierarchy.
| Amounts in NOK million | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| Financial assets carried at fair value | |||
| Available for sale financial assets | 680 | 389 | 200 |
| Financial assets at fair value through profit and loss (including | |||
| derivatives) | - | 96 | - |
| Financial assets designated at fair value through profit and loss | 24 | 104 | - |
| Foreign exchange contracts used for hedging | - | 3 294 |
- |
| Total | 705 | 3 883 |
200 |
| Financial liabilities carried at fair value | |||
| Interest rate swaps used for hedging | - | 146 | - |
| Foreign exchange contracts used for hedging | - | 4 049 |
- |
| Other derivative contracts - liability | - | 928 | - |
| Total | - | 5 123 |
- |
Interest-bearing financial liabilities carried at amortised cost
| Bonds and convertible loans | 8 868 |
2 504 |
- |
|---|---|---|---|
| Other interest-bearing debt | - | 31 794 |
484 |
| Total | 8 868 |
34 298 |
484 |
The following table presents the changes in instruments classified as level 3 as at 31 December:
| Amounts in NOK million | 2014 Financial assets |
2013 Financial assets |
|---|---|---|
| Carrying amount as at 1 January | 1 263 |
222 |
| Transfer to level 3 | 3 | 897 |
| Transfer from level 3 | (1 021) |
- |
| Total gains or losses for the period recognised in the income statement | 143 | 104 |
| Total gains or losses recognised in other comprehensive income | (134) | 65 |
| Sales | (53) | (25) |
| Carrying amount as at 31 December | 200 | 1 263 |
The amount of gains or losses for the period included in profit and loss and other comprehensive income that is attributable to gains or losses related to assets and liabilities at level 3 still held at the end of the reporting period - 166
Transfer from level 3 in 2014 consisted of AMSC bonds in Ocean Yield totalling NOK 1 021 million. In December 2013 AMSC carried out a recapitalisation of the company where the bond loan agreement was amended with effect from 3 January 2014. Due to the significant changes in terms the bonds under the amended bond loan agreement is considered to be a new loan, and the bonds under the old terms have thus been derecognised on 3 January 2014. The bonds under the amended agreement have been classified as loans and receivables and carried at amortised cost. The gain and losses recognised in the income statement and in other comprehensive income in 2014 are mainly related to derecognition of the AMSC bond.
In addition, in 2014, Aker Philadelphia Shipyard's profit sharing asset was sold.
Note 34 Contingencies and legal claims
Project risk and uncertainty
The group engages in projects based on long-term contracts, some of which are fixed-price turnkey contracts won through competitive tenders. Inability to meeting delivery deadlines or performance guarantees, and increases in project costs, may generate costs which are irrecoverable and exceed the revenue produced by the relevant project. Where a project is identified as loss-making, provisions are made to cover future losses. The accounting treatment is based on available information and recommendations. Circumstances and information may change in subsequent periods, and the final outcome may therefore be better or worse than indicated by the assessments made at the time the accounts are prepared.
Legal disputes
Through their activities, Aker group companies are involved in various disputes all over the world. Provisions are made to cover expected losses resulting from such disputes if a negative outcome is likely and a reliable estimate can be prepared. However, the final decision in such cases will always be associated with uncertainty, and a liability may thus exceed the provision made in the accounts.
Tax
Aker group companies are regularly involved in matters under consideration by the local tax authorities in the countries in which the group operates. In accordance with good accounting practice, the group treats matters which have not been finally resolved in accordance with the information available at the time the annual accounts are issued.
Det norske oljeselskap
Liability in damages/insurance
Like other rights holders on the Norwegian continental shelf, the company has unlimited liability for damage it causes, including pollution. Like other oil companies, the company has insured its pro rata liability on the Norwegian continental shelf. Its facilities and liability are covered by an operational liability insurance policy.
Uncertain liabilities
Through its operations, the company will be involved in disputes, including tax disputes. Any tax demands relating to the taxable income of Marathon Oil Norge AS before 1 January 2014 will be refunded by the Marathon Group. The company makes provisions in its accounts in respect of likely liabilities based on the company's best estimates and in accordance with IAS 37. Management is of the opinion that no disputes will impose material liabilities on the company.
Kvaerner
Longview project
In 2011, arbitration was initiated against Longview and Amec Foster Wheeler North America Corp. (Foster Wheeler) related to the Longview project delivered in 2011. The initial claim was USD 240 million in damages, exclusive of interest, of which USD 150 million was related to steam generation equipment
provided by Foster Wheeler. Kvaerner's claim is substantial and intended to recover excess construction costs and other damages incurred by Kvaerner North American Construction, Inc. (KNAC) in execution of the project. Counter and cross claims against KNAC have been presented by the other parties in the arbitration process.
In early January 2015, settlement agreements were reached with Longview Power, LLC and others, resulting in an aggregate amount of USD 48 million received from the various parties in February 2015. Remaining claims to be resolved in arbitration after this settlement is between KNAC and Foster Wheeler. KNAC will continue the arbitration proceedings against Foster Wheeler for the remaining claim. This process is expected to continue until third quarter 2015.
Nordsee Ost project
In 2012, arbitration related to the Nordsee Ost project was filed. The last wind jackets for the project were delivered in October 2013. The arbitration process for the project will take more time than earlier anticipated due to high complexity and resolution has been delayed. It is currently not possible to estimate when the arbitration will be finalised.
TH Global
Aker ASA has concluded a guarantee agreement with Kvaerner US Inc. (a subsidiary of TH Global), relating to the US pension fund Kvaerner Consolidated Retirement Plan. The purpose of the agreement is to enable Kvaerner US Inc to make its annual or quarterly minimum premium payments into the pension fund. Responsibility for the pension payments is split between Kvaerner US Inc. (two-thirds, with a guarantee from Aker ASA), and Aker Kvaerner Willfab Inc. and Aker Subsea Inc. (one-third, with a guarantee from Akastor ASA). As at 31 December 2014, the group has made a provision of NOK 201 million under other long-term liabilities (see also Note 30).
Note 35 Transactions and agreements with related parties
Aker ASA's main shareholder is TRG Holding AS, controlled by Kjell Inge Røkke and his family through The Resource Group REF AS (TRG AS). The Aker Group treats all companies controlled by Kjell Inge Røkke as related parties.
Transactions with Kjell Inge Røkke and family
Aker has no material outstanding accounts, nor have there been any transactions with Kjell Inge Røkke, except for remuneration for his work as chairman of the board (see Note 36). When Aker employees perform services for Kjell Inge Røkke or other related parties, Aker's expenses are billed. In 2014, Kjell Inge Røkke paid NOK 1.3 million plus value added tax for services and rental of premises (NOK 3.1 million in 2013). TRG AS and Kjell Inge Røkke have provided services to Aker for NOK 1.7 million in 2014 (NOK 1.5 million in 2013). Aker owns an aircraft which is operated by Sundt Air Management. The users of the airplane are charged according to use.
Kristian Monsen Røkke, as President and CEO until 9 April 2014 and as Executive Chairman of Aker Philadelphia Shipyard, received in total of USD 506 365 in 2014 (USD 369 528 in 2013) in salary and other remuneration from the company.
Transaction with Höegh Autoliners
In September 2013, Ocean Yield AS entered into newbuild contracts for two pure car truck carriers (PCTCs) with Xiamen Shipbuilding Industry Co. Ltd (Xiamen). The vessels will be delivered in January and April 2016, and will then be chartered to Höegh Autoliners on 12-year "hell and high water" bareboat charter contracts.
In September 2013, Ocean Yield AS entered into newbuild contracts for two pure car truck carriers (PCTCs) with Xiamen Shipbuilding Industry Co. Ltd (Xiamen). The vessels will be delivered in January and April 2016, and will then be chartered to Höegh Autoliners on 12-year "hell and high water" bareboat charter contracts. The agreements were concluded by the board of Ocean Yield.
The agreements were concluded by the board of Ocean Yield. Leif O. Høegh, a director of Aker ASA, also serves as the chairman of Höegh Autoliners.
Grants to employee representatives' collective fund
Aker ASA has signed an agreement with its employee representatives regulating the use of grants from Aker ASA for activities related to continuing professional development. In 2014, the grant totalled NOK 690 000 (2013: NOK 665 000).
Transaction with employees
In February 2014, Aker ASA sold 0.98 per cent of the shares in Aker BioMarine to the management of the company for NOK 16 million.
Transactions with associated companies
K2 Property and Hinna Park Invest AS
Companies within the Aker group have had some transactions with K2 Property and Hinna Park Invest AS. Akastor signed a twelve-year-lease with both K2 Property and Hinna Park Invest AS for a new office
building. Akastor owned 25 per cent of both companies until the end of 2014, when most of the shares were sold. 17 per cent stake in K2 Property AS remaining by the end of 2014.
Oslo Asset Management Holding AS
At the beginning of the year, Aker owned 45 per cent of the shares in Oslo Asset Management Holding, the parent company of Oslo Asset Management ASA. On 2 December 2014 Akers 45 percentage was sold. Aker received full cost refund through the current billing for services rendered for Oslo Asset Management / Oslo Asset Management Holding. In addition Aker ASA has billed the company for renting premises.
Transactions with joint ventures
Trygg Pharma Holding AS
Trygg Pharma Holding received equity contributions of NOK 100 million from Aker BioMarine in 2013.
Aker BioMarine Manufacturing LLC and Aker BioMarine Financing LLC
Aker BioMarine Manufacturing received equity contributions of NOK 35 million from Aker BioMarine in 2013.
In addition, Aker BioMarine has funded Aker BioMarine Financing LLC by means of loan. At the end of 2014, the loan is USD 10.6 million (NOK 78 million).
Fornebuporten Boligutvikling AS
Fornebuporten Boligutikling rents premises from Fornebuporten. When employees of Aker or related parties perform services for Fornebuporten Boligutvikling, Aker's expenses are billed.
DOF Deepwater AS
In 2014, a loan of NOK 82 million (NOK 83 million in 2013) was given to DOF Deepwater. In 2013, NOK 200 million were converted to equity.
Philly Tankers AS
In July 2014, Aker Philadelphia completed a USD 65 million private placement in Philly Tankers with a subsequent listing on the Norwegian OTC. Prior to the Philly Tankers private placement, the Company contributed a promissory note with a book value of USD 55,3 million (NOK 338 million) in return for 62 475 shares in the joint venture company Philly Tankers.
By the end of 2014, the loan is booked to US 56.3 million (NOK 417 million).
Total assets and liabilities involving related parties in 2014 and 2013
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Income statement: | ||
| Operating revenues | 245 | 219 |
| Operating expenses | (153) | (203) |
| Net financial items | 6 | 13 |
| Profit before tax | 98 | 29 |
| Balance sheet: | ||
| Interest-bearing receivable | 176 | 156 |
| Trade receivable and other interest-free current assets | 19 | 27 |
| Total assets | 195 | 183 |
| Trade liabilities and other interest-free current liabilities | (27) | (54) |
| Interest bearing debt | (417) | - |
| Net exposure | (249) | 129 |
Note 36 Salary and other remuneration to the board of directors, nomination committee, CEO and other senior executive at Aker ASA
Remuneration to the board of directors
| Amounts in NOK | 2014 | 2013 |
|---|---|---|
| Kjell Inge Røkke (Chairman of the Board) | 560 000 |
551 667 |
| Finn Berg Jacobsen (Deputy Chairman) | 388 333 |
383 333 |
| Kristin Krohn Devold (Director) | 338 333 |
333 333 |
| Stine Bosse (Director) | 338 333 |
333 333 |
| Karen Simon (Director since 17 April 2013) | 338 333 |
220 000 |
| Leif O. Høegh (Director) | 338 333 |
333 333 |
| Anne Marie Cannon (Director to 17 April 2013) | - | 113 333 |
| Atle Tranøy (Employee representative) | 169 167 |
166 667 |
| Tommy Angeltveit (Employee representative) | 169 167 |
166 667 |
| Nina Hanssen (Employee representative since 17 April 2013) | 169 167 |
110 000 |
| Arnfinn Stensø (Employee representative since 17 April 2013) | 169 167 |
110 000 |
| Harald Magne Bjørnsen (Employee representative until 17 April 2013) | - | 56 667 |
| Bjarne Kristiansen (Employee representative until 17 April 2013) | - | 56 667 |
| Total | 2 978 333 |
2 935 000 |
Renumeration to the audit committee
| Amounts in NOK | 2014 | 2013 |
|---|---|---|
| Finn Berg Jacobsen (Chairman of the Audit Committee) | 171 667 |
168 333 |
| Atle Tranøy | 116 667 |
113 333 |
| Stine Bosse | 116 667 |
113 333 |
| Total | 405 000 |
395 000 |
Renumeration to the nomination committee
| Amounts in NOK | 2014 | 2013 |
|---|---|---|
| Leif-Arne Langøy (Chairman of the nomination committee) | 55 000 |
54 000 |
| Gerhard Heiberg | 55 000 |
54 000 |
| Kjeld Rimberg (until 17 April 2013) | - | 17 333 |
| Total | 110 000 |
125 333 |
All amounts specify remuneration vested during the year. Where amounts have not been paid by the end of the year, provisions have been made in accordance with best estimates.
In 2014, Chairman of the Board Kjell Inge Røkke earned NOK 560 000 in board remuneration from Aker ASA (NOK 551 667 in 2013), through The Resource Group AS (TRG). He also earned board remuneration from other Aker-owned companies totalling NOK 1 521 538 through TRG in 2014 (NOK 1 081 981 in 2013) (see also Note 34 Transactions and agreements with related parties).
Some board members also hold directorships in other Aker-associated companies. These board members earned no payments from Aker ASA in 2014 or 2013 except as described above.
Aker's organisational structure
Aker ASA's numerous operational companies are organised into two portfolios; one industrial and one financial. As a consequence of this organisational structure, Aker ASA does not have a group executive team in its traditional form. At the end of 2014, Aker's executive team consisted of President and CEO Øyvind Eriksen and CFO Trond Brandsrud.
Principles for remuneration of the CEO and senior company executives Guiding principles
The total remuneration package for executives consists of a fixed salary, standard employee pension and insurance coverage and a variable salary element. The main purpose of the system is to stimulate a strong and enduring profit-oriented culture that ensures share price growth. Senior executives participate in a collective pension and insurance scheme open to all employees. The collective pension and insurance scheme applies for salaries up to 12G. The CEO and others in the executive team are offered standard employment contracts and standard employment conditions with respect to notice periods and severance pay. The employment contracts of senior executives can be terminated on three months' notice. If the company terminates a contract, the executive is entitled to between three and six months' pay after the end of the notice period.
Binding principles
The intention of the variable salary element is to promote the achievement of good financial results and leadership in accordance with the company's values and business ethics. The variable salary element has three main components: a bonus calculated on the basis of value-adjusted equity, a payment calculated on the basis of the dividend on the company's shares, and a payment based on personal achievement, in addition to a bonus-share award scheme including an option to buy Aker ASA shares at a discount for some senior company executive (see Note 2 to the Aker ASA separate financial statement). Work on special projects may entitle an employee to an additional bonus. The company does not offer stock option programmes for its employees.
Remuneration of senior executives
Øyvind Eriksen's appointment as President and CEO can be terminated by either party on three months' notice. If his contract is terminated by the company, Øyvind Eriksen is entitled to three months' notice and three months' salary from the date of termination. This amount will not be paid if he continues to work for another company in the Aker Group. The remuneration plan for Øyvind Eriksen includes a fixed salary, standard employee pension and insurance coverage and a variable salary element. The variable salary element may total up to two-thirds of the fixed salary. In 2014, Øyvind Eriksen earned a salary of NOK 14 218 452 (NOK 14 893 951 in 2013), and variable pay of NOK 43 478 (NOK 9 168 621 in 2013). The value of additional remuneration was NOK 17 391 in 2014 (NOK 13 976 in 2013), while the net pension expense for Øyvind Eriksen was NOK 250 812 (NOK 238 306 in 2013).
Group CFO Trond Brandsrud's appointment can be terminated by either party on three months' notice. If his contract is terminated by the company, Trond Brandsrud is entitled to six months' salary from the date of termination. This amount will not be paid if he continues to work for another company in the Aker Group.
The remuneration plan for Trond Brandsrud includes a fixed salary, standard employee pension and insurance coverage and a variable salary element. Trond Brandsrud's variable salary may total up to 140 per cent of his fixed salary. Trond Brandsrud's variable salary also includes a bonus-share award scheme including an option to buy Aker ASA shares at a discount (see Aker ASA Note 2 for a description of the scheme). In 2014, Trond Brandsrud purchased 5 630 discounted shares in Aker ASA through the company Nordbrand Invest AS (2 500 shares in 2013). Trond Brandsrud earned a fixed salary of NOK 4 870 433 in 2014 (NOK 4 774 125 in 2013), as well as variable pay of NOK 2 812 133 (NOK 5 450 525 in 2013). Trond Brandsrud was not allocated any bonus shares for 2014 (and no bonus shares for 2013). The value of additional remuneration was NOK 17 439 in 2014 (NOK 18 822 in 2013), while the net pension expense for Trond Brandsrud was NOK 262 682 in 2014 (NOK 260 304 in 2013).
Senior executive receive no remuneration for directorships or membership of nomination committees of other Aker companies. In 2014, Aker ASA earned a total of NOK 3 809 237 in respect of Øyvind Eriksen's directorships, including NOK 3 350 000 relating to his directorship and former role as Executive Chairman of Aker Solutions. Aker ASA earned NOK 538 583 in respect of Trond Brandsrud's directorships of other Aker companies in 2014.
The President and CEO and other senior executives receive no other remuneration than described above. Accordingly, their employment conditions include no loans, guarantees or stock option rights.
Note 37 Shares owned by the Board of Directors, CEO and other employees in the Executive team
Shares owned by members of the board, the President and CEO and other senior executives and their related parties in Aker ASA as of 31 December 2014.
| Aker ASA | |
|---|---|
| Board of directors: | |
| Kjell Inge Røkke (Chairman of the Board)1 | 49 105 514 |
| Finn Berg Jacobsen (Deputy chairman) | 5 000 |
| Kristin Krohn Devold (Director) | - |
| Stine Bosse (Director) | 400 |
| Karen Simon (Director) | - |
| Leif O. Høegh (Director)2 | 135 000 |
| Atle Tranøy (Employee representative) | - |
| Nina Hanssen (Employee representative) | - |
| Arnfinn Stensø (Employee representative) | - |
| Tommy Angeltveit (Employee representative) | - |
| Executive team: | |
| Øyvind Eriksen President and CEO3 | 100 000 |
| Trond Brandsrud (CFO)4 | 39 736 |
1) Owns 100 per cent of The Resource Group TRG AS (TRG AS) with his wife Anne Grete Eidsvig. TRG AS owns 99.45 per cent of TRG Holding AS, which owns 66.66 per cent of Aker ASA. TRG AS also owns 1.19 per cent of Aker ASA directly.
2) Leif O. Høegh has an indirect ownership interest in 135 000 Aker ASA shares.
3) Owned through the wholly-owned company Erøy AS, which also owns 100 000 b-shares (0.2 per cent) in TRG Holding AS.
4) Of these, 13 810 shares are owned through the wholly-owned company Nordbrand Invest AS. In addition Norbrand Invest AS owns 37 037 shares in Ocean Yield ASA. 11 190 shares in Aker Solutions ASA and Akastor ASA are also owned by a related party to Trond Brandsrud.
Note 38 Classification of reserves and contingent resources (unaudited)
Aker's oil- and gas reserves and contingent resources are attributable to the subsidiary Det norske oljeselskap ASA ("Det norske"), an E&P company focused on the Norwegian Continental Shelf (NCS). Det norske publishes an annual reserve report in line the requirements of Oslo Stock Exchange on which the Det norske's shares are listed.
The reserve and contingent resource volumes have been classified in accordance with the SPE classification system "Petroleum Resources Management System" and meet Oslo Stock Exchange's requirements regarding the disclosure of hydrocarbon reserves and contingent resources. The classification is based on the probability of commerciality.
Publicly listed companies must exercise caution when reporting reserves and contingent resources. Accordingly a conservative estimate of recoverable volumes is reported as the P90 estimate which has a 90 per cent probability of increasing when more information is available. These reserves are referred to as Proven reserves (1P). An unbiased estimate (P50), which has a 50 per cent probability of increasing and a 50 per cent probability of decreasing in size, is also reported. These reserves are referred to as Proven and Probable reserves (2P). Possible reserves (3P) are not reported.
Det norske ASA has a working interest in 14 fields/projects containing reserves, see Table 1. Out of these fields/projects, eight are in the sub-class "On Production", six are in the sub-class "Approved for Development". Note that parts of the Alvheim Field are classified as "Justified for Production". The Reason being that these reserves represent a planned infill well drilling campaign. Note also that Boa is a part of the Alvheim Field. The reason that this part is reported separately is that this part extends into the UK Continental shelf. An unitisation agreement with the UK parties has resulted in a net share of 57.622 per cent (65*0.8865) to Det norske. The share for the rest of Alvheim is 65.0 per cent.
Det norske's shares in the various fields/projects are as follows (share and operator in brackets):
■ Sub-class "On Production":
Varg (5%, Talisman), Jotun (7%, Exxon Mobil), Atla (10%, Total), Jette (70%, Det norske), Alvheim (65%, Det norske), Boa (57.623%, Det norske), Vilje (46.907%, Det norske), Volund (65%, Det norske)
■ Sub-class "Approved for Development":
Enoch (2%, Talisman), Ivar Aasen-prosjektet (34.7862%, Det norske), Hanz (35%, Det norske), Gina Krog (3.3%, Statoil), Viper/Kobra (65%, Det norske), Bøyla (65%, Det norske)
■ Sub-class "Justified for Development":
Alvheim Kameleon Phase 3 (65%, Det norske, Alvheim East Kam 4 (65%, Det norske), Alvheim Kneler 1 (65%, Det norske), Alvheim Boa Kam North (64.4178%, Det norske)
As at 31 December 2014 Det norske's total net proven reserves (P90/1P) were estimated at 142.95 million barrels of oil equivalents. The total net proven plus probable reserves (P50/2P) were estimated at 205.64 million barrels of oil equivalents. The distribution between liquid and gas and between the different sub-categories is shown in Table 1. Changes from 2013 are shown in Table 2. The main reason for increased net reserve estimate is the acquisition of Marathon Oil Norge AS. The reserves associated with this accusation represent 84 per cent and 90 per cent of the reserve increase for proven (1P/P90) and proven plus probable reserves (2P/P50) respectively.
In 2014 parts of the former Ivar Aasen Field has been unitised. In the 2013 report, the Ivar Aasen Field included the Ivar Aasen (Former Draupne) discovery, the West Cable discovery and the Hanz discovery. In this year's report Hanz is reported separately. The reason being that the PL001B licence (Ivar Aasen discovery) in 2014 has been unitised with PL457 and PL338 BS. Also the West Cable (PL242) was included in the unitisation agreement forming the Ivar Aasen unit with a net share to Det norske of 34.7862 per cent.
Table 1 – Reserves by field:
| On Production | 1P / P90 (low estimate) | 2P / P50 (best estimate) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at 31.12.2014 | Interest% | Liquids (million barrels) |
Gross NGL Mton |
Gas (bcm) |
Total million barrels of oil equivalents |
Net million barrels of oil equivalents |
Liquids (million barrels) |
Brutto NGL Mton |
Gross NGL Mton |
Total million barrels of oil equivalents |
Net million barrels of oil equivalents |
| Varg | 5% | - | - | - | - | - | 1.47 | 0.02 | 0.16 | 2.70 | 0.14 |
| Jotun Unit | 7% | - | - | - | - | - | - | - | - | - | - |
| Atla | 10% | 0.45 | - | 0.70 | 4.85 | 0.48 | 0.51 | - | 0.79 | 5.49 | 0.55 |
| Jette | 70% | 0.28 | - | - | 0.28 | 0.20 | 0.36 | - | - | 0.36 | 0.25 |
| Alvheim | 65% | 39.39 | - | 0.26 | 41.05 | 26.68 | 62.45 | 1.19 | 69.95 | 45.47 | |
| Boa | 58% | 13.51 | - | 0.24 | 14.99 | 8.64 | 18.84 | 0.33 | 20.93 | 12.06 | |
| Vilje | 47% | 12.89 | - | - | 12.89 | 6.05 | 22.37 | - | 22.37 | 10.49 | |
| Volund | 65% | 11.58 | - | 0.11 | 12.24 | 7.96 | 16.76 | 0.20 | 18.03 | 11.72 | |
| Total | 50.01 | 80.68 |
| Approved for Development | 1P / P90 (low estimate) | 2P / P50 (best estimate) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at 31.12.2014 | Interest% | Liquids (million barrels) |
Gross NGL Mton |
Gas (bcm) |
Total million barrels of oil equivalents |
Net million barrels of oil equivalents |
Liquids (million barrels) |
Brutto NGL Mton |
Gross NGL Mton |
Total million barrels of oil equivalents |
Net million barrels of oil equivalents |
| Enoch Unit | 2% | 1.71 | - | - | 1.71 | 0.03 | 2.61 | - | - | 2.61 | 0.05 |
| Ivar Asen | 35% | 113.15 | 0.81 | 4.51 | 151.22 | 52.60 | 144.59 | 0.85 | 4.71 | 184.42 | 64.15 |
| Hanz | 35% | 12.11 | 0.05 | 0.26 | 14.34 | 5.02 | 16.14 | 0.07 | 0.36 | 19.28 | 6.75 |
| Gina Krog | 3% | 82.33 | 2.61 | 9.59 | 173.84 | 5.74 | 106.63 | 3.30 | 12.43 | 224.17 | 7.40 |
| Viper/Kobra | 65% | 4.60 | - | 0.07 | 5.04 | 3.28 | 7.82 | - | 0.12 | 8.58 | 5.58 |
| Bøyla | 65% | 11.70 | - | 0.09 | 12.27 | 7.98 | 21.32 | - | 0.19 | 22.54 | 14.65 |
| Total | 74.65 | 98.58 |
| Justified for Development | 1P / P90 (low estimate) | 2P / P50 (best estimate) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at 31.12.2014 | Interest% | Liquids (million barrels) |
Gross NGL Mton |
Gas (bcm) |
Total million barrels of oil equivalents |
Net million barrels of oil equivalents |
Liquids (million barrels) |
Brutto NGL Mton |
Gross NGL Mton |
Total million barrels of oil equivalents |
Net million barrels of oil equivalents |
| Alvheim Kam Phase 3 | 65% | - | - | 3.01 | 18.96 | 12.32 | - | - | 3.30 | 20.73 | 13.48 |
| Alvheim East Kam L4 | 65% | 2.32 | - | 0.06 | 2.67 | 1.73 | 4.07 | - | 0.10 | 4.67 | 3.04 |
| Alvheim Kneler 1 | 65% | 2.30 | - | 0.03 | 4.47 | 1.60 | 5.18 | - | 0.06 | 5.55 | 3.61 |
| Alvheim Boa Kam North | 62% | 3.81 | - | 0.06 | 4.22 | 2.63 | 9.06 | - | 0.15 | 10.02 | 6.26 |
| Total | 18.29 | 26.38 | |||||||||
| Total Reserves 31.12.2014 | 142.95 | 205.64 |
Tabell 2 – Aggregated reserves and changes during 2014:
| Net attributed million barrels of oil equivalents | On production | Approved for Development | Justified for Development | |||
|---|---|---|---|---|---|---|
| 1P / P90 | 2P / P50 | 1P / P90 | 2P / P50 | 1P / P90 | 2P / P50 | |
| Balance as at 31.12.2013 | 1.37 | 3.57 | 47.18 | 62.25 | - | - |
| Production | (4.06) | (4.06) | - | - | - | - |
| Acquisitions/disposals | 49.33 | 79.74 | 11.26 | 20.23 | 18.29 | 26.38 |
| Extensions and discoveries | - | - | - | - | - | - |
| New developments | - | - | - | - | - | - |
| Revisions of previous estimates | 3.37 | 1.43 | 16.21 | 16.10 | - | - |
| Balance as at 31.12.2014 | 50.01 | 80.68 | 74.65 | 98.58 | 18.29 | 26.38 |
| Delta | 48.64 | 77.11 | 27.47 | 36.33 | 18.29 | 26.38 |
Note 39 Events after the balance sheet date
Johan Sverdrup update
On 13 February 2015, the plan for development and operation (PDO) for Phase 1 and two plans for installation and operation (PIOs) were submitted to the Ministry of Petroleum and Energy. Planned production start-up is late 2019 and estimated gross capital expenditure for the first phase is NOK 117 billion (2015 value). Det norske oljeselskap has not succeeded in reaching an agreement regarding the unitisation with the other Johan Sverdrup partners. Thus, the Ministry of Petroleum and Energy will conclude on the final unitisation of Johan Sverdrup. Until this conclusion is made, the Ministry has decided that the operator's recommendation of ownership shall be used as a preliminary basis. This gives Det norske oljeselskap 11.8933 per cent share in the Johan Sverdrup unit.
Contents – Aker ASA
Aker ASA
| Contents – Aker ASA Income statement Balance sheet as at 31 December Cash flow statement |
110 111 112 113 |
|
|---|---|---|
| Notes to the financial statements for Aker ASA | 114 | |
| Note 1 | Accounting principles | 114 |
| Note 2 | Salaries and other personnel expenses | 115 |
| Note 3 | Gain/loss on sale of shares | 116 |
| Note 4 | Fixed operating assets | 116 |
| Note 5 | Shares in subsidiaries | 117 |
| Note 6 | Investments in associates, joint ventures and other long-term investments in shares | 117 |
| Note 7 | Receivables and other long-term financial assets | 118 |
| Note 8 | Reversal/impairment of shares, receivables, etc. | 118 |
| Note 9 | Cash and cash equivalents | 118 |
| Note 10 | Shareholders' equity | 119 |
| Note 11 | Deferred tax | 120 |
| Note 12 | Pension cost and pension liabilities | 120 |
| Note 13 | Debt and other liabilities to subsidiaries | 121 |
| Note 14 | External debt and other liabilities | 122 |
| Note 15 | Mortgages and guarantee | 122 |
| Note 16 | Financial market risk | 123 |
| Note 17 | Shares owned by board members/executives | 123 |
| Note 18 | Salary and other remuneration to the Board of Directors, nomination committee, the President and CEO, and other senior executives in Aker ASA |
123 |
| Note 19 | Legal disputes and contingent liabilities | 123 |
| Note 20 | Events after the balance sheet date | 123 |
| Directors' responsibility statement Independent auditor's report |
124 125 |
Income statement
| Amounts in NOK million | Note | 2014 | 2013 |
|---|---|---|---|
| Salaries and other personnel related expenses | 2, 12, 18 | (125) | (131) |
| Depreciation/reversal write-off fixed assets | 4 | 23 | (15) |
| Other operating costs | 2 | (108) | (85) |
| Operating profit (loss) | (210) | (231) | |
| Interest income from subsidiaries | 7 | 181 | 343 |
| Other interest income | 7, 9 | 53 | 75 |
| Reversal of earlier years impairment of shares, receivables, etc. | 8 | - | 38 |
| Dividends from subsidiaries | 5 | 753 | 850 |
| Dividends from other companies | 6 | 90 | 2 |
| Foreign exchange gain | 39 | 51 | |
| Gain on sale of shares | 3 | 21 | 33 |
| Other financial income | 15 | 94 | |
| Total financial income | 1 152 |
1 486 |
|
| Interest expense to subsidiaries | 13 | (185) | (250) |
| Other interest expenses | 14 | (371) | (288) |
| Impairment of shares, receivables etc. | 8 | (4 852) |
(899) |
| Foreign exchange loss | (16) | (127) | |
| Loss on sale of shares | 3 | - | (3) |
| Other financial expenses | 16 | (224) | (32) |
| Total financial expenses | (5 648) |
(1 599) |
|
| Net financial items | (4 496) |
(113) | |
| Profit before tax | (4 706) |
(344) | |
| Tax | 11 | (7) | (16) |
| Profit after tax | (4 713) |
(360) | |
| Allocation of profit/loss for the year: | |||
| Profit (+) / loss (-) | (4 713) |
(360) | |
| Dividend | (723) | (940) | |
| Transferred from (+) / allocated to (-) other equity | 5 436 |
1 300 |
|
| Total | 10 | - | - |
Balance sheet as at 31 December
| Amounts in NOK million | Note | 2014 | 2013 |
|---|---|---|---|
| ASSETS | |||
| Deferred tax assets | 11 | - | - |
| Other intangible assets | - | 4 | |
| Total intangible assets | - | 4 | |
| Art, equipment, cars and fixtures | 40 | 38 | |
| Airplane | 167 | 138 | |
| Property, buildings and housing | 7 | 7 | |
| Total tangible fixed assets | 4 | 214 | 183 |
| Shares in subsidiaries | 5, 8 | 16 638 |
21 235 |
| Other long-term investments in shares | 6 | 1 098 |
1 782 |
| Investments in associates and joint venture companies | 6 | 10 | 2 |
| Long-term receivables from subsidiaries | 7 | 6 034 |
5 993 |
| Long-term receivables from associates | 7 | - | 10 |
| Other long-term financial assets | 7 | 14 | 60 |
| Total financial fixed assets | 23 794 |
29 082 |
|
| Total non-current assets | 24 008 |
29 269 |
|
| Short-term receivables from subsidiaries | 7 | 106 | 2 |
| Other short-term receivables | 12 | 59 | |
| Cash and cash equivalents | 9 | 2 693 |
2 290 |
| Total current assets | 2 811 |
2 351 |
|
| Total assets | 26 819 |
31 620 |
| Note | 2014 | 2013 |
|---|---|---|
| 2 026 |
||
| (1) | (1) | |
| 2 026 |
2 025 |
|
| 10 201 |
15 667 |
|
| 10 201 |
15 667 |
|
| 10 | 12 226 |
17 693 |
| 147 | ||
| 15 | 134 | 79 |
| 305 | 226 | |
| 13 | 88 | 979 |
| 13 | 6 601 |
6 418 |
| 14 | 6 735 |
5 266 |
| 13 424 |
12 663 |
|
| 13 | 723 | 940 |
| 11 | 7 | - |
| 2 | - | |
| 14 | 132 | 98 |
| 864 | 1 038 |
|
| 26 819 |
31 620 |
|
| 12 | 2 026 171 |
Oslo, 20 March 2015 Aker ASA
Kjell Inge Røkke (sign.) Finn Berg Jacobsen (sign.) Stine Bosse (sign.) Karen Simon (sign.) Kristin Krohn Devold (sign.) Leif O. Høegh (sign.) Chairman Deputy chairman Director Director Director Director
Atle Tranøy (sign.) Arnfinn Stensø (sign.) Nina Hanssen (sign.) Tommy Angeltveit (sign.) Øyvind Eriksen (sign.) Director Director Director Director President and CEO
Cash flow statement
| Amounts in NOK million | Note | 2014 | 2013 |
|---|---|---|---|
| Profit before tax | (4 706) |
(344) | |
| Gain/-loss on sales of fixed assets and write-down/reversals | 8, 3 | 4 831 |
831 |
| Unrealised foreign exchange gain/-loss | 1 | 76 | |
| Depreciation/reversal write downs | 4 | (23) | 15 |
| Change in other short-term items, etc. | 400 | (231) | |
| Cash flow from operating activities | 503 | 347 | |
| Acquisition/sale of non-current assets | 4 | (7) | (2) |
| Acquisition of shares and other equity investments | 5, 6 | (222) | (2 290) |
| Payments on long-term interest-bearing receivables | 7 | (1 152) |
(849) |
| Sale of shares and other equity disposals | 5, 6 | 637 | 143 |
| Cash flow from other investments/disposals | 7 | 250 | 559 |
| Cash flow from investment activities | (494) | (2 439) |
|
| Issue of long-term debt | 14 | 1 427 |
2 000 |
| Repayment of long-term debt | 14 | (11) | (217) |
| Change in short-term interest-bearing receivables | 7 | (85) | 393 |
| Dividend and Group contributions paid/received and other changes in equity | 10 | (937) | (866) |
| Cash flow from financing activities | 394 | 1 310 |
|
| Cash flow for the year | 403 | (782) | |
| Cash and cash equivalents as at 1 January | 9 | 2 290 |
3 072 |
| Cash and cash equivalents as at 31 December | 9 | 2 693 |
2 290 |
Notes to the financial statements for Aker ASA
Note 1 Accounting principles
The financial statements are prepared and presented in Norwegian kroner (NOK). The financial statements have been prepared in accordance with the applicable statutory provisions and generally accepted accounting principles in Norway as at 31 December 2014.
Subsidiaries/associates
A subsidiary is a company in which Aker ASA has control. This normally means an ownership interest of more than 50 per cent, and that the investment is long-term and of a strategic nature. An associate is a company in which Aker ASA has major influence, but not control. This is normally the case when Aker ASA holds between 20 per cent and 50 per cent of the voting shares in the company.
In the balance sheet, subsidiaries and associates are assessed using the cost method. A writedown to fair value is made whenever impairment is due to causes that are assumed to be non-transient and a write-down is thus required pursuant to generally accepted accounting principles. A reversal is made whenever the impairment is no longer present.
After acquisition, whenever a dividend exceeds the share of retained profits, the excess represents a refund of invested capital, and the dividend is subtracted from the value of the investment in the balance sheet. Received dividends are accounted for as a financial income when the dividends are approved.
A group contribution received from a subsidiary after acquisition that is considered to exceed Aker ASA's share of retained profits is booked as a deduction from the book value of the investment, with a corresponding deduction of the deferred tax asset (or an increase in deferred tax). In cases where no deferred tax asset is booked and an amount equal to the Group contribution is transferred back to the subsidiary as a group contribution without tax effect, the entire received group contribution will be recorded as a deduction from the book value of the investment (without any corresponding entry with respect to deferred tax assets/ deferred tax). The group contribution without tax effect is then correspondingly recorded as an
increase in the book value of the investment, with the result that the net effect on the investment is zero. This reflects the fact that, overall, the "circular group contribution" has not constituted a transfer of value between Aker ASA and the subsidiary.
Classification and assessment of balance sheet items
Current assets and short-term liabilities comprise items that fall due within one year of acquisition. Other items are classified as non-current assets/ long-term liabilities.
Current assets are valued at the lower of acquisition cost or fair value. Short-term debt is recognised at its nominal value at the time it was recorded.
Non-current assets are valued at acquisition cost but written down to fair value whenever impairment is deemed to be non-transient. Long-term debt is recognised at its nominal value at the time it was established. Fixed interest rate bonds are valued at amortised cost.
Receivables
Trade receivables and other receivables are recorded at par value after the subtraction of a provision for expected losses. Provisions are made for losses based on individual assessments of each receivable.
Foreign currency
Transactions in foreign currencies are translated into NOK using the exchange rates applicable at the time of each transaction. Monetary items in foreign currencies are translated into NOK using the exchange rates applicable on the balance sheet date. Non-monetary items that are measured at historic cost in a foreign currency are translated into NOK using the exchange rates applicable on the balance sheet date. Non-monetary items that are measured at fair value in a foreign currency are translated into NOK using the exchange rates applicable on the date of measurement. Valuation changes due to exchange rate fluctuations are recorded on a continuous basis under other financial items.
Non-current assets
Non-current assets are recognised and depreciated over their estimated useful life. Direct maintenance of operating assets is expensed on an ongoing basis as operating costs, while improvements and enhancements are added to the acquisition cost of the operating asset and depreciated in line with the asset. If the recoverable amount of the operating asset is less than its carrying value, the recoverable amount is impaired. The recoverable amount is the higher of net sales value and value-in-use. Valuein-use is the present value of the future cash flows that the asset will generate.
Pensions
Pension costs and pension liabilities are calculated according to linear vesting based on expected final salary. The calculation is based on a number of assumptions such as the discount rate, future salary increases, pensions and other social benefits from the Norwegian national insurance system (Folketrygden), future returns on pension funds and actuarial assumptions regarding mortality and voluntary retirement. Pension funds are recognised at fair value.
Tax
The tax cost in the income statement includes both the tax payable for the period and changes in deferred tax. Deferred tax is calculated at a nominal value rate based on the temporary differences that exist between accounting and tax values, and tax losses carried forward at the end of the accounting year. Tax increasing and tax decreasing temporary differences which reverse or can be reversed in the same period are offset. Net deferred tax assets are recognised to the extent that it is probable that they can be utilised.
Cash flow statement
The cash flow statement is prepared according to the indirect method. Cash and cash equivalents consist of cash, bank deposits and other current, liquid investments.
The use of estimates
Preparation of the annual accounts in accordance with generally accepted accounting principles requires management to make judgments, estimates and assumptions that affect the application of accounting principles, as well as the reported amounts of assets and liabilities, income and expenses. The estimates and underlying assumptions are reviewed and assessed on an ongoing basis, and are based on historical experience and various other factors considered to be reasonable. Changes to the accounting estimates are recognised in the profit and loss account in the same period as the one in which the estimates are revised, unless deferred allocations are prescribed by generally accepted accounting principles.
Note 2 Salaries and other personnel expenses
Salaries and other personnel expenses consist of the following:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Salaries Social security contributions |
80 13 |
83 16 |
| Pension costs (see note 12) | 13 | 11 |
| Other benefits | 19 | 21 |
| Total | 125 | 131 |
| Average number of employees | 49 | 51 |
| Average number of man years | 49 | 47 |
Audit fee is included in other expenses and consists of the following:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Ordinary auditing | 1.9 | 2.0 |
| Attestation services | 0.3 | 0.2 |
| Tax services | 0.5 | 0.8 |
| Other services | 0.4 | 0.6 |
| Total | 3.1 | 3.6 |
Amounts exclusive VAT according to Aker ASA VAT key.
Remuneration to/from Group and related parties consist of the following:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Invoiced for services and office rent within the Group | 30.9 | 24.9 |
| Invoiced for services technology project within the Group | - | 2.0 |
| Acquisition of services from The Resource Group TRG/Kjell Inge Røkke | (1.7) | (1.5) |
| Board fee to The Resource Group TRG AS excluding payroll tax | (0.6) | (0.6) |
| Invoiced for services to The Resource Group TRG AS | 1.3 | 1.1 |
| Total | 29.9 | 25.9 |
See Note 35 to the group accounts for other transactions with related parties.
Incentive programme for employees (excluding the President and CEO)
Aker ASA has adopted an incentive programme to promote the company's goals and give employees the same motivation as shareholders. In 2014, the incentive programme had the following elements:
- a dividend bonus, based on the Aker ASA dividend
- a personal bonus, based on personal goals
- bonus shares, allocated on the basis of on an agreed increase in net asset value
- an option to purchase Aker ASA shares at a discount but subject to a lock-in period.
See note 36 to the group accounts regarding the incentive programme for the President and CEO.
Bonus ceiling
Dividends and personal bonuses are paid in cash in the year after the vesting year. Participants can achieve a total bonus equal to a defined percentage of fixed salary (bonus ceiling), split into a dividend bonus and a personal bonus.
Dividend bonus
The dividend bonus is linked to dividends paid for the vesting year. A defined number of shadow shares are used as the basis for calculating the dividend bonus. The calculation of the shadow shares is based on the target yield for net asset value and the target dividend for the vesting year. Participants receive a dividend bonus (cash) equal to the dividend per share proposed by the board of directors multiplied by the number of shadow shares.
Personal bonus
The personal bonus is linked to the achievement of personal results and goals, and is set based on an overall evaluation covering each participant's personal achievements and development, the results and development of the company and the unit to which the participant belong, and the participant's contribution to the Aker-community.
Bonus shares
Participants may be awarded shares in the company if the company achieves an increase in net asset value of more than 10 per cent in the relevant year. The number of potential bonus shares cannot be determined before allocation takes place, as the final number is based on the share price on the determination date and the participant's salary as at 31 December of the vesting year. An allocation range is calculated for the award of bonus shares at the beginning of the vesting year, equal to 50 per cent of the range for the dividend bonus. The fixed allocation range is a gross range. The participant's estimated tax on the free bonus shares is deducted from this gross range, as the company pays this amount in by way of advance tax deduction. Deduction of tax leaves a net range as a basis for calculating the number of bonus shares. The value of the bonus shares equals the share price on the vesting date minus a deduction to take into the account the lock-in period (20 per cent). The lock-in period is three years from the date the bonus shares are received. The limitations on the right of participants to dispose of the discounted shares freely are registered in VPS as a restriction in favour of the company. If a participant leaves the company during the lock-in period, 50 per cent of the distributed bonus shares are returned to the company without compensation to the participant.
Option to purchase of shares at a discount but subject to a lock-in period
Participants may purchase shares in the company at a price equal to 80 per cent of the share price at the time the shares are purchased. The number of shares that can be bought during the vesting year is calculated based on the estimated number of bonus shares the participant may theoretically receive at the end of the earning year if he/she achieves the maximum bonus. Participants choose how many shares they want to buy within their allocation range. A lock-in period of three years applies from the date the shares are received. The limitations on the right of participants to dispose of the discounted shares freely are registered in VPS as a restriction in favour of the company. The lock-in period continues to apply if the participant leaves the company during the lock-in period, unless the company and the participant agree otherwise.
Dividend bonuses and personal bonuses are recorded as salary expenses. An allocation of NOK 25 million has been made under other short-term debt as at 31 December 2014 in respect of dividend bonuses and personal bonuses including holiday pay and payroll tax.
Bonus shares and shares purchased at a discount have a three-year lock-in period. The accrual of bonus shares is recorded as a salary expense in the income statement distributed over the lock-in period. The contra entry is other equity. There were no accruals related to 2014 and 2013 bonus shares since the target related to bonus shares was not achieved in 2014 and 2013.
Note 3 Gain/loss on sale of shares
Gains and losses on shares are as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Aker BioMarine AS | 7 | - |
| Molde Fotball AS | - | 4 |
| Oslo Asset Management Holding AS | 14 | 1 |
| Sparbebank 1 SMN | - | 28 |
| Total gain | 21 | 33 |
| RGI Inc | - | (3) |
| Total loss | - | (3) |
Note 4 Fixed operating assets
The change in fixed operating assets is shown below:
| Equipment/ | Property/ | |||||
|---|---|---|---|---|---|---|
| Amounts in NOK million | Capitalised expenses1 |
Airplane | Art | cars/ fixtures |
Buildings/ Housing |
Total |
| Acquisition cost as at 1 January | - | 241 | 28 | 117 | 14 | 399 |
| New acquisition | 5 | - | - | 2 | - | 7 |
| Acquisition cost as at 31 December | 5 | 241 | 28 | 119 | 14 | 406 |
| Accumulated depreciation and impairment | - | (74) | - | (112) | (7) | (193) |
| Book value as at 31 December | 5 | 167 | 28 | 7 | 7 | 214 |
| Depreciation for the year | - | (10) | - | (5) | - | (15) |
| Impairment for the year | - | 38 | - | - | - | 38 |
| Useful life | 25 years | 4-8 years | 50 years | |||
| Depreciation plan | Not depreciated |
Linear | Not depreciated |
Linear | Linear |
1) Capitalised expenses relate to Aker ASA moving to Fornebu in 2015 and will be depreciated from relocation date. Depreciation of improvements / enhancements according to expected life of asset.
Note 5 Shares in subsidiaries
Shares in subsidiaries included the following companies as at 31 December 2014:
| Amounts in NOK million | Ownership in %1 | Location, city | Equity as at 31 Dec. 20142 |
Profit before tax 20142 |
Dividend received |
Book value |
|---|---|---|---|---|---|---|
| Ocean Yield ASA | 73.4 | Oslo | 5 176 |
344 | 316 | 3 242 |
| Intellectual Property Holdings AS | 100.0 | Oslo | 9 | - | - | 8 |
| Aker Maritime Finance AS | 100.0 | Oslo | 1 271 |
169 | - | 1 146 |
| Aker Capital AS | 100.0 | Oslo | 4 931 |
(565) | - | 4 931 |
| Aker Kværner Holding AS | 70.0 | Oslo | 7 951 |
(4 696) |
406 | 5 566 |
| Converto Capital Fund IS | 98.0 | Oslo | 1 574 |
876 | - | 316 |
| Converto Capital Fund AS | 90.0 | Oslo | 56 | 57 | 18 | 6 |
| Norron AB | 48.2 | Stockholm | 35 | 35 | 13 | 46 |
| Aker Achievements AS | 100.0 | Oslo | 3 | 1 | - | - |
| Aker BioMarine AS | 99.0 | Oslo | - | - | - | - |
| Cork Oak Holding AS | 100.0 | Oslo | - | - | - | - |
| Resource Group International AS | 100.0 | Oslo | 68 | 1 | - | 64 |
| Havfisk ASA | 73.2 | Ålesund | 571 | (43) | - | 402 |
| Superba ASA | 99.0 | Oslo | 1 579 |
(63) | - | 732 |
| Aker Pharma Holdco AS | 100.0 | Oslo | 348 | - | - | 179 |
| Total | 753 | 16 638 |
1) 1) The shareholder's agreement for Norron AB gives Aker ASA the right to elect two out of four board members, including the chairman of the board. For all other companies, Aker ASA's ownership and share of votes are the same.
2) 100 per cent of the company's equity before dividends and group contributions as at 31 December and profit before tax in 2014.
The investments are recorded at the lowest of fair value and cost price.
Note 6 Investments in associates, joint ventures and other long-term investments in shares
Investments in associates and joint ventures:
| Amounts in NOK million | Cost price |
Accum. write-down |
Book value 2014 |
Book value 2013 |
|---|---|---|---|---|
| Oslo Asset Management Holding AS (associate) | - | - | - | 2 |
| Akerhallen AS (associate) | 1 | -1 | - | - |
| G&A Air AS (joint venture) | 10 | - | 10 | - |
| Total | 11 | -1 | 10 | 2 |
The company has received dividend from Oslo Asset Management Holding AS of NOK 23 million in 2014. The investments are recorded at the lowest of fair value and cost price.
Investments in other shares:
| Amounts in NOK million | Cost price |
Accum. write-down |
Book value 2014 |
Book value 2013 |
|---|---|---|---|---|
| Akastor ASA (previously called Aker Solutions ASA) 1 |
700 | (325) | 375 | 1 782 |
| Aker Solutions ASA 2 | 1 288 |
(568) | 720 | - |
| Aker Pensjonskasse | 3 | - | 3 | - |
| Total | 1 991 |
(893) | 1 098 |
1 782 |
1) 6.3 per cent ownership. In addition Aker ASA owns 40.3 per cent through Aker Kværner Holding AS. Aker ASA has received NOK 67 million in dividend from the company in 2014.
2) 6.4 per cent ownership. In addition Aker ASA owns 40.6 per cent through Aker Kværner Holding AS.
The investments are recorded at the lowest of market value and cost price.
Note 7 Receivables and other long-term financial assets
Receivables and other long-term financial assets consist of the following items:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Other long-term receivables | 5 | 52 |
| Long-term loans to employees | 7 | 7 |
| Capitalised expenses, etc. | 2 | 1 |
| Total other long-term assets | 14 | 60 |
Long-term receivables from subsidiaries consist of:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Fornebuporten Bolig Holding AS | - | 198 |
| Aker Capital AS | 5 665 |
5 427 |
| Aker BioMarine AS | - | 10 |
| Krill Pharma AS | 2 | - |
| Converto Capital Fund AS | - | 10 |
| Aker Maritime Finance AS | 313 | 337 |
| Navigator Marine AS | 12 | - |
| Aker Pharma Holdco AS | 2 | - |
| Superba ASA | 26 | - |
| Ocean Harvest AS | 16 | 11 |
| Total | 6 034 |
5 993 |
The receivables have a maturity of more than one year. Interest terms on the receivables reflect market terms.
Long-term receivables from associates consist of:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Oslo Asset Management Holding AS | - | 10 |
| Total | - | 10 |
Short-term receivables from subsidiaries consist of:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Superba ASA | 106 | - |
| Aker BioMarine AS | - | 1 |
| Other | - | 1 |
| Total | 106 | 2 |
Note 8 Reversal/impairment of shares, receivables, etc.
Reversals/impairments of shares, receivables, etc. are as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Havfisk ASA | - | 38 |
| Total reversals of shares | - | 38 |
| Total reversals of shares, receivables, etc. | - | 38 |
| Aker Kværner Holding AS Akastor ASA Aker Solutions ASA Aker Capital AS Other shares |
(3 694) (284) (491) (384) - |
(705) (118) - - (11) |
| Total impairment shares | (4 852) |
(834) |
| Navigator Marine AS | - | (65) |
| Total impairments of receivables, etc. | - | (65) |
| Total impairments of shares, receivables, etc. | (4 852) |
(899) |
The company has tested its investments for impairment as at 31 December 2014. Investments in listed shares are adjusted according to the lower of cost price and market price. Other investments are valued based on other available information/best estimate. Long-term items are adjusted to the lower of cost price and fair value.
Note 9 Cash and cash equivalents
Cash and cash equivalents are distributed as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Restricted cash Unrestricted cash |
12 2 681 |
67 2 223 |
| Total | 2 693 |
2 290 |
Note 10 Shareholders' equity
As at 31 December 2014, Aker ASA's share capital is as follows:
| Shares issued |
Number of treasury shares |
Shares outstanding |
Nominal value (NOK) |
Total nominal value for issued shares (NOK million) |
|
|---|---|---|---|---|---|
| Ordinary shares | 72 374 728 |
(28 788) 72 |
345 940 |
28 | 2 026 |
| Total share capital | 72 374 728 |
(28 788) 72 |
345 940 |
2 026 |
|
| Treasury shares Share premium reserve Other paid-in capital |
(1) - - |
||||
| Total paid-in capital | 2 026 |
All shares have equal voting rights and are entitled to dividends. Aker ASA has no voting rights for its own shares.
Treasury shares:
In 2014, the company has acquired 566 treasury shares. The company has sold/distributed 16 583 treasury shares for net NOK 5 million.
Changes in shareholders' equity in 2014 are shown below:
| Amounts in NOK million | Share capital |
Trea sury shares |
Total paid-in capital |
Other equity |
Re tained earnings |
Total equity |
|---|---|---|---|---|---|---|
| Equity as at 1 January Purchased/sold/bonus treasury |
2 026 |
(1) | 2 025 |
15 667 |
15 667 |
17 693 |
| shares | - | - | - | 5 | 5 | 5 |
| Pension directly against the equity | - | - | - | (35) | (35) | (35) |
| Dividend provisions | - | - | - | (723) | (723) | (723) |
| Profit for the year | - | - | - | (4 713) |
(4 713) |
(4 713) |
| Equity as at 31 December | 2 026 |
(1) | 2 026 |
10 201 |
10 201 |
12 226 |
The 20 largest shareholders as at 31 December 2014:
| Number of | ||
|---|---|---|
| shares | Per cent | |
| TRG Holding AS1 | 48 245 048 |
66.7% |
| J.P. Morgan Chase BANK N.A. London | 1 870 449 |
2.6% |
| Folketrygdfondet | 1 016 690 |
1.4% |
| The Resource Group TRG AS1 | 860 466 |
1.2% |
| Morgan Stanley & Co LLC | 802 075 |
1.1% |
| Tvenge, Torstein Ingvald | 800 000 |
1.1% |
| State Street Bank & Trust Company | 737 527 |
1.0% |
| KBC Securities NV | 678 363 |
0.9% |
| Citibank, N.A. | 625 934 |
0.9% |
| KBC Securities NV | 520 903 |
0.7% |
| UBS (Luxembourg) S.A. | 445 423 |
0.6% |
| Oslo Pensjonsforsikring AS PM | 445 200 |
0.6% |
| Fondsfinans Spar | 375 000 |
0.5% |
| KLP Aksje Norge VPF | 354 368 |
0.5% |
| Fidelity Funds-Nordic Fund/SICAV | 353 928 |
0.5% |
| J.P. Morgan Chase BANK N.A. London | 340 842 |
0.5% |
| Morgan Stanley & Co LLC International | 331 596 |
0.5% |
| The Bank of New York Mellon SA/NV | 298 872 |
0.4% |
| Citibank, N.A. | 292 492 |
0.4% |
| Skandinaviske Enskilda Banken AB | 270 104 |
0.4% |
| Others | 12 709 448 |
17.6% |
| Total | 72 374 728 |
100% |
1) Kjell Inge Røkke controls 67.8 per cent of the shares in Aker ASA through TRG Holding AS and TRG AS.
Note 11 Deferred tax
The table below shows the difference between accounting and tax values at the end of 2014 and 2013 respectively, changes in these differences, deferred tax assets at the end of each year and the change in deferred tax assets.
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Differences in accruals | (87) | (1) |
| Fixed asset differences | 56 | 19 |
| Net pension liability | (305) | (227) |
| Capital gains and loss reserve | 5 | 6 |
| Total differences | (331) | (203) |
| Tax losses carried forward | (2 104) |
(1 617) |
| Cut-off interest deduction carried forward | (3) | - |
| Total deferred tax basis | (2 438) |
(1 820) |
| Net deferred tax 27% | (658) | (491) |
| Deferred tax assets | 658 | 491 |
| Recognised deferred tax assets | - | - |
Deferred tax asset is incorporated in the balance sheet if budgets indicate that the asset will be utilised in the future.
The deferred tax assets have been written down to 0 as of 31.12.14.
Estimated taxable profit
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Profit before tax Permanent differences in net non-taxable income (-) / expenses (+) Change in temporary differences Utilisation of accumulated tax losses |
(4 706) 4 091 128 - |
(344) (86) (1) - |
| Estimated taxable income | (487) | (431) |
| Tax payable (27%/28%) in the profit and loss account | - | - |
| Tax payable 27%/28% (in the balance sheet) | - | - |
Income tax expense / income:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Tax payable in the profit and loss account | - | - |
| Tax payable in the profit and loss account other | (7) | - |
| Write-down deferred tax pension against equity Change in deferred tax |
- - |
(16) - |
| Total tax expense | (7) | (16) |
The 2014 figures above are based on estimates of different non-deductible taxable income, nondeductible items and differences between accounting and tax items. The final calculations will be made in the income-tax return and may differ from estimates above.
Reconciliation of effective tax per cent in the profit and loss account:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| 27%/28% tax on profit before tax | 1 271 |
97 |
| 27%/28% tax on permanent differences | (1 104) |
24 |
| Change in tax rate deferred tax 28% vs 27% | - | (18) |
| Tax payable other | (7) | - |
| 27% tax on unrecognised deferred tax asset | (167) | (119) |
| Estimated tax expense | (7) | (16) |
| Effective tax rate (tax expense compared with profit / loss before tax | 0% | 5% |
Note 12 Pension cost and pension liabilities
According to the Norwegian Occupational Pensions Act (Lov om tjenestepensjon), the company is required to provide a pension plan for all its employees. The company's pension plans meets the statutory requirements.
Aker ASA primarily covers its pension liabilities through a group pension plan provided by a life insurance company. For accounting purposes, the plan has been treated as a defined benefit plan. Aker ASA also has uninsured pension liabilities.
The schemes provide defined future benefits. These benefits depend mainly on the number of years the individual has been a member of the plan, the level of salary at the time of retirement and the level of benefits provided by the Norwegian national insurance scheme.
Actuarial calculations have been undertaken based on the following assumptions:
| 2014 | 2013 | |
|---|---|---|
| Discount rate | 2.5% | 4.1% |
| Wage increases | 3.3% | 3.8% |
| Social security base adjustment / inflation | 3.0% | 3.5% |
| Pension adjustment | 1.3% | 1.9% |
These actuarial assumptions are based on the assumptions that are commonly used in the life insurance industry with respect to demographic factors.
The discount rate is based on the Norwegian high-quality corporate bond rate.
Percentage composition of pension assets and reconciliation of actual return:
| 2014 | 2013 | |
|---|---|---|
| Bonds | 95.2% | 80.4% |
| Money market | 2.2% | 11.7% |
| Shares | 2.8% | 5.5% |
| Property/other | (0.2%) | 2.7% |
| Amounts in NOK million | 2014 | 2013 |
| Expected return on pension assets | 3 | 2 |
| Actual return on pension assets | 3 | 2 |
| Pension expenses | ||
| Amounts in NOK million | 2014 | 2013 |
| Present value of this year's pension accruals | (6) | (6) |
| Interest expense on accrued pension liabilities | (6) | (7) |
| Expected return on pension funds | - | 2 |
| Change in social security contributions | (1) | - |
| Net pension expenses (-) | (13) | (11) |
Net pension liabilities / assets as at 31 December:
| Amounts in NOK million | 20141 | 20131 |
|---|---|---|
| Present value of accrued pension liabilities | (238) | (211) |
| Calculated pension liabilities | (238) | (211) |
| Value of pension funds | 67 | 65 |
| Calculated net pension funds / liabilities | (171) | (146) |
| Net pension funds/liabilities recognised in balance sheet1 | (171) | (147) |
| Number of individuals covered | 126 | 126 |
The agreements include 47 active and 76 retired persons.
1) Aker ASA had only underfunded plans in 2014 and 2013, i.e. plans where the value of the pension liabilities exceeds the value of the pension funds.
2) Provision has been made for social security contributions on contracts with net pension liabilities.
Aker ASA's net pension liability is recognised in the balance sheet as an interest-free long-term liability. Pension funds are invested in accordance with the general guidelines for life insurance companies. Recorded pension liabilities are calculated on the basis of estimated future pension liabilities and accrued in accordance with generally accepted accounting principles. The pension liability recorded in the accounts is not the same as the vested pension rights as at 31 December.
Note 13 Debt and other liabilities to subsidiaries
Long-term liabilities to subsidiaries consist of the following:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Resource Group International AS | 52 | 19 |
| Aker Floating Holding AS | - | 50 |
| A-S Norway AS | 19 | 727 |
| Aker Holding Start 2 AS | 12 | 183 |
| Intellectual Property Holding AS | 5 | - |
| Total | 88 | 979 |
Long-term liabilities to subsidiaries have a maturity on demand, which implies a maturity of more than five years and interest set on market terms. See below for subordinated loans.
Subordinated debt is as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Aker Capital AS Aker Maritime Finance AS |
4 980 1 621 |
4 841 1 577 |
| Total subordinated debt | 6 601 |
6 418 |
The loans are subordinate to all other liabilities of Aker ASA and have contractual maturity dates falling after those of all Aker ASA external liabilities.
The loans have an interest rate of 12 month NIBOR + 1%.
Allocated dividend as following:
| Amounts in NOK million | Per aksje | 2014 |
|---|---|---|
| Allocated as at 31.December | 10 | 723 |
| Total | 10 | 723 |
A dividend of NOK 10.00 per share, totally NOK 723 million will be proposed at the Annual General Meeting on 17 April 2015, of which half (NOK 5.00 per share) is proposed to be with an optional settlement in new Aker shares at 10 per cent discount to the prevailing share price.
Note 14 External debt and other liabilities
Long-term interest-bearing liabilities are distributed as follows:
| Amounts in NOK million | Interest | Maturity | 2014 | 2013 |
|---|---|---|---|---|
| Unsecured bond loans: | ||||
| FRN Aker ASA Senior Unsecured Bond Issue 2010/2015 |
Nibor + 5% |
November 2015 |
850 | 850 |
| Own bonds | Nibor + 5% |
November 2015 |
(43) | (43) |
| FRN Aker ASA Senior Unsecured Bond Issue 2012/2017 |
Nibor + 4% |
April 2017 | 500 | 500 |
| FRN Aker ASA Senior Unsecured Bond Issue 2013/2018 |
Nibor + 3.5% |
June 2018 | 1 300 |
1 300 |
| FRN Aker ASA Senior Unsecured Bond Issue 2012/2019 |
Nibor + 5% |
January 2019 |
500 | 500 |
| FRN Aker ASA Senior Unsecured Bond Issue 2014/2019 |
Stibor + 3.25% |
July 2019 | 1 430 |
- |
| FRN Aker ASA Senior Unsecured Bond Issue 2013/2020 |
Nibor + 4% |
June 2020 | 700 | 700 |
| FRN Aker ASA Senior Unsecured Bond Issue 2012/2022 |
Nibor + 5% |
September 2022 |
1 000 |
1 000 |
| Loan expenses | (41) | (39) | ||
| Total unsecured bond loans | 6 196 |
4 768 |
Unsecured bank loans:
| Nibor | ||||
|---|---|---|---|---|
| Sparebank1 SMN | + 3.75% |
May 2017 | 500 | 500 |
| Capitalised borrowing expenses | (1) | (2) | ||
| Total unsecured bank loans | 499 | 498 | ||
| Unrealised loss on foreign exchange derivatives | 40 | - | ||
| Total | 6 735 |
5 266 |
The loans are recorded at amortised cost. As at 31 December capitalised borrowing expenses of NOK -42 million were spread across the remaining time to maturity. The loans in the table are all denominated in NOK, except from the Bond Issue 2014/2019 which is in SEK.
The company has covenants related to long-term debt (debt/equity ratio etc.). The company is in no breaches to these covenants as of 31.12.2014.
Other current liabilities consist of the following:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Accrued interest external | 36 | 26 |
| Incurred costs | 37 | 43 |
| Foreign exchange derivatives | 35 | 1 |
| Other | 24 | 28 |
| Total | 132 | 98 |
Note 15 Mortgages and guarantee
Guarantee obligations are as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Loan guarantees Completion/payment guarantees |
458 134 |
469 154 |
| Total guarantee obligations | 592 | 623 |
Loan guarantees as at 31 December 2014 consisted mainly of guarantees related to Superba ASA NOK 305 million, Fornebuporten AS NOK 150 million and NORO Fotball AS NOK 3 million.
Aker ASA has a guarantee commitment to Kvaerner US Inc. relating to the US pension fund Kvaerner Consolidated Retirement Plan. The purpose of the agreement is to enable Kvaerner US Inc. to make its annual and quarterly minimum premium payments into the pension fund. Responsibility for payment of the premiums into the pension fund is split between Kvaerner US Inc. (two-thirds, with a guarantee from Aker ASA), and Aker Kvaerner Willfab Inc. and Aker Subsea Inc. (one-third, with a guarantee from Akastor ASA). As at 31 December 2014, Aker ASA has made a long-term provision of NOK 134 million.
Note 16 Financial market risk
The company is exposed to several types of financial risk, the most significant of which are credit, liquidity, foreign exchange and interest rate risk. The purpose of risk management is to measure and manage financial risks in a reliable manner, in order to increase predictability and simultaneously minimise any negative impacts on Aker's financial results.
Aker ASA has loan and guarantee commitments that contain equity covenants. At the end of 31 December 2014, Aker ASA was in compliance with all such covenants. Also see Note 6 to the group accounts.
Aker ASA secures net exposure in cash flow in foreign exchange and normally not balance items. Cash flow, including detectable structural transactions and possible loans in foreign exchange are secured within fixed intervals.
In total Aker ASA has hedged USD 61 million net by means of forward contracts and options (European). In addition Aker ASA has an interest- and foreign currency agreement of SEK 1 150 million. As at 31 December 2014 the accounts show an unrealised loss of NOK 75 million on all foreign exchange agreement. The amount is included in other financial items in the profit and loss accounts. In the balance sheet the amount is included in other short-term debt and other long-term debt. See note 14.
Note 17 Shares owned by board members/executives
See Note 37 to the financial statements of the Group.
Note 18 Salary and other remuneration to the Board of Directors, nomination committee, the President and CEO, and other senior executives in Aker ASA
See Note 36 to the financial statements of the Group.
Note 19 Legal disputes and contingent liabilities
There are no major legal disputes or contingent liabilities as at 31.12.
Note 20 Events after the balance sheet date
There have not been any major events after the balance sheet date. Also see Note 39 in the financial statements of the Group.
Directors' responsibility statement
Today, the board of directors and the president and chief executive officer reviewed and approved the board of directors' report and the consolidated and separate annual financial statements of Aker ASA, consolidated and parent company for the year ending and as of 31 December 2014.
Aker ASA's consolidated financial statements have been prepared in accordance with IFRSs and IFRICs adopted by the EU as well as additional disclosure requirements in the Norwegian Accounting Act and as such are to be applied per 31 December 2014. The separate financial statements of Aker ASA and the parent company have been prepared in accordance with the Norwegian Accounting Act and Norwegian accounting standards as at 31 December 2014. The board of directors' report for the group and the parent company satisfy with the requirements of the Norwegian Accounting Act and Norwegian accounting standard no. 16, as at 31 December 2014.
To the best of our knowledge:
- The consolidated and separate annual financial statements for 2014 have been prepared in accordance with applicable accounting standards.
- The consolidated and separate annual financial statements give a true and fair overall view of the assets, liabilities, financial position and profit/loss of the group and for the parent company as of 31 December.
- The board of directors' report provides a true and fair review of the
- development and performance of the business and the position of the group and the parent company,
- the principal risks and uncertainties the group and the parent company may face.
Aker ASA's board of directors: (from left) Tommy Angelveit, Kristin Krohn Devold, Nina Hanssen, Arnfinn Stensø, Karen Simon, Finn Berg Jacobsen, Atle Tranøy, Stine Bosse, Øyvind Eriksen, Kjell Inge Røkke and Leif O. Høegh.
Oslo, 20 March 2015 Aker ASA
Kjell Inge Røkke (sign.) Finn Berg Jacobsen (sign.) Stine Bosse (sign.) Karen Simon (sign.) Kristin Krohn Devold (sign.) Leif O. Høegh (sign.) Chairman Deputy chairman Director Director Director Director
Atle Tranøy (sign.) Arnfinn Stensø (sign.) Nina Hanssen (sign.) Tommy Angeltveit (sign.) Øyvind Eriksen (sign.) Director Director Director Director President and CEO
Independent auditor's report
To the Annual Shareholders' Meeting of Aker ASA
Report on the Financial Statements
We have audited the accompanying financial statements of Aker ASA, which comprise the financial statements of the parent company Aker ASA and the consolidated financial statements of Aker ASA and its subsidiaries. The parent company's financial statements comprise the balance sheet as at 31 December 2014, the income statement and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. The consolidated financial statements comprise the balance sheet as at 31 December 2014, and the income statement and the statement of total comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
The Board of Directors and the Managing Director's Responsibility for the Financial Statements The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of the parent company financial statements in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway and for the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as the Board of Directors and the Managing Director determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion on the separate financial statements In our opinion, the parent company's financial statements are prepared in accordance with the law and regulations and give a true and fair view of the financial position of Aker ASA as at 31 December 2014, and of its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.
Opinion on the consolidated financial statements In our opinion, the consolidated financial statements are prepared in accordance with the law and regulations and give a true and fair view of the financial position of Aker ASA and its subsidiaries as at 31 December 2014, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU.
Report on Other Legal and Regulatory Requirements
Opinion on the Board of Directors' report and the statements on Corporate Governance and Corporate Social Responsibility Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors' report and in the statements on Corporate Governance and Corporate Social Responsibility concerning the financial statements, the going concern assumption and the coverage of the loss is consistent with the financial statements and complies with the law and regulations.
Opinion on Accounting Registration and Documentation
Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, «Assurance Engagements Other than Audits or Reviews of Historical Financial Information», it is our opinion that the management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the company's accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway.
Oslo, 20 March 2015 KPMG AS
Arve Gevoll (sign) State Authorised Public Accountant
Translation has been made for information purposes only.
KPMG AS Sørkedalsveien 6 PB 7000 Majorstuen NO-0306 Oslo
Telephone +47 04063 Telefax +47 22 60 96 01 www.kpmg.no
Org. no. 935 174 627 MVA
KPMG AS, a Norwegian member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.
Statsautoriserte revisorer medlemmer av Den norske Revisorforening.
Offices in:
Oslo Alta Arendal Bergen Bodø Elverum Finnsnes Grimstad Hamar Haugesund Kristiansand Larvik Mo i Rana Molde Narvik Røros Sandefjord Sandnessjøen Stavanger Stord Tromsø Trondheim Tønsberg Ålesund
Contents – Aker ASA and holding companies
Aker ASA and holding companies
| Introduction | Combined income statement Combined balance sheet as at 31 December Notes to the financial statements for Aker ASA and holding companies |
127 127 128 129 |
|---|---|---|
| Note 1 | Accounting principles and basis for preparation | 129 |
| Note 2 | Non-recurring operating items | 129 |
| Note 3 | Dividends received | 129 |
| Note 4 | Other financial items | 129 |
| Note 5 | Value changes | 130 |
| Note 6 | Tax | 130 |
| Note 7 | Long-term equity investments | 130 |
| Note 8 | Interest-free long-term receivables and other | 131 |
| Note 9 | Other interest-bearing current assets and long-term receivables | 131 |
| Note 10 | Cash and cash equivalents | 131 |
| Note 11 | Equity | 131 |
| Note 12 | Interest-free debt and liabilities | 132 |
| Note 13 | Interest-bearing debt | 132 |
| Note 14 | Risk | 132 |
| Independent auditor's report | 133 |
Introduction
The combined financial statements of Aker ASA and holding companies have been prepared to present the financial position as if the companies had been one single unit. See note 1 for further description.
Combined income statement
| Amounts in NOK million | Note | 2014 | 2013 |
|---|---|---|---|
| Operating expenses | (223) | (236) | |
| Depreciation and amortisation | (15) | (14) | |
| Non-recurring operating items | 2 | 1 | - |
| Operating profit | (238) | (250) | |
| Dividends received | 3 | 844 | 852 |
| Other financial items | 4 | (490) | (30) |
| Value changes | 5 | (1 432) |
252 |
| Profit before tax | (1 316) |
825 | |
| Tax | 6 | (6) | (13) |
| Profit for the year | (1 322) |
812 |
Combined balance sheet as at 31 December
| 2013 |
|---|
| 12 |
| 196 |
| 208 |
| 605 |
| 28 |
| 15 762 |
| 16 396 |
| 16 604 |
| 59 |
| 15 |
| 2 459 |
| 2 533 |
| 19 137 |
| Amounts in NOK million | Note | 2014 | 2013 |
|---|---|---|---|
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| Paid-in capital | 11 | 2 026 |
2 025 |
| Retained earnings | 8 315 |
10 392 |
|
| Total equity | 10 341 |
12 417 |
|
| Provisions and other interest-free long-term liabilities | 12 | 391 | 278 |
| Long-term interest-bearing liabilities | 13 | 5 895 |
5 266 |
| Total long-term liabilities | 6 285 |
5 544 |
|
| Short-term interest-free liabilities | 12 | 867 | 1 042 |
| Short-term interest-bearing liabilities | 13 | 806 | 135 |
| Total short-term liabilities | 1 673 |
1 177 |
|
| Total equity and liabilities | 18 299 |
19 137 |
Oslo, 20 March 2015 Aker ASA
Kjell Inge Røkke (sign.) Finn Berg Jacobsen (sign.) Stine Bosse (sign.) Karen Simon (sign.) Kristin Krohn Devold (sign.) Leif O. Høegh (sign.) Chairman Deputy chairman Director Director Director Director
Atle Tranøy (sign.) Arnfinn Stensø (sign.) Nina Hanssen (sign.) Tommy Angeltveit (sign.) Øyvind Eriksen (sign.) Director Director Director Director President and CEO
Notes to the financial statements for Aker ASA and holding companies
Note 1 Accounting principles and basis for preparation
The combined financial statements of Aker ASA and holding companies have been prepared to present Aker's financial position as a parent holding company. The traditional financial statement of the parent company has been extended to include all subordinate administrative service and holding companies that are wholly-owned by Aker ASA and have balance sheets containing only investments, bank deposits and debt. The combined balance sheet thus shows a net debt in relation to holding companies' investments.
To the extent applicable, the accounting principles of Aker ASA and holding companies are based on the same accounting principles as Aker ASA. A key principle is that listed shares are valued at the lower of market price and cost. Other items are recorded at the lower of fair value and cost. See accounting principles of Aker ASA on page 114. One exception from Aker ASA's accounting principles is that the acquisition and disposal of companies is part of the ordinary business of Aker ASA and holding companies. Consequently, gains on sales of shares are classified as operating revenues in the combined income statement. Gains and losses are only recognised when assets are sold to third parties. This is one reason why the accounts of Aker ASA and holding companies may show different historical cost for share investments than the company accounts of the underlying companies included in the combined financial statements.
The companies that have been combined are as follows:
- Aker ASA
- Aker Maritime Finance AS
- Resource Group International AS
- Aker Holding Start 2 AS
- Aker Capital AS
- Kvaerner Sea Launch Ltd
- Sea Launch Holding AS
- Old Kvaerner Invest AS
- A-S Norway AS
- Aker US Services LLC
- Kvaerner US Sea Launch Inc
- Aker Pharma Holdco AS
The companies included in the combined financial statements have changed in 2014 due to the merger between Aker Floating Holding AS and Resource Group International AS. In addition, Aker ASA acquired a new company, Aker Pharma Holdco AS, who again own the companies Aker Seafoods US Inc and Trygg Pharma Group AS (50 per cent) through contributions in kind from Aker ASA.
Note 2 Non-recurring operating items
Non-recurring operating items are allocated as follows:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Penalty related to renewal of Total Return Swap in Nov 2013 - Aker Solutions | (34) | - |
| Environmental liability | (3) | - |
| Reversal write-down of airplane | 38 | - |
| Total non-recurring operating items | 1 | - |
Note 3 Dividends received
Dividends received consist of the following:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Aker Kværner Holding | 406 | 395 |
| Ocean Yield | 316 | 318 |
| Aker BioMarine (now Superba ASA) | - | 76 |
| Aker Solutions (direct ownership) | 67 | - |
| Other | 54 | 63 |
| Total dividends received | 844 | 852 |
Note 4 Other financial items
Other financial items consist of the following:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Interest income from companies within the Group | 44 | 130 |
| Other interest income | (318) | (212) |
| Other financial items | (216) | 51 |
| Total other financial items | (490) | (30) |
Other financial items in 2014 included a write-down of an internal receivable from Setanta totalling NOK 170 million, and a loss on total return swap (TRS) agreements of NOK 43 million.
Other financial items in 2013 included a write-down of an internal receivable from Navigator Marine totalling NOK 51 million, gains on currency and currency forward contracts of NOK 47 million and a gain on total return swap (TRS) agreements of NOK 54 million.
Note 5 Value changes
Value changes consist of the following:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Change in value of Aker BioMarine (now Superba ASA) shares | (1) | 300 |
| Change in value of Havfisk shares | - | 38 |
| Aker Capital - Profit from AAM Fund sale | 131 | - |
| Aker Capital - Change in value of Det norske oljeselskap shares | (735) | - |
| Change in value of Aker Solutions shares (directly owned) | (491) | (118) |
| Change in value of Akastor shares (directly owned) | (284) | - |
| Change in value of Navigator shares | (60) | - |
| Other changes in value of shares | 8 | 33 |
| Total value changes | (1 432) |
252 |
Note 6 Tax
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Tax payable: Norway Abroad |
(7) 1 |
- (4) |
| Total tax payable | (6) | (4) |
| Change in deferred tax: Norway Abroad |
- - |
- (1) |
| Total change in deferred tax | - | (1) |
| Tax on Group contributions | - | (8) |
| Total | (6) | (13) |
Note 7 Long-term equity investments
| Per 31. desember 2014 | Ownership in% | Number of shares | Book value (NOK million) |
Market price per share (NOK) 31 Dec. 2014 |
Market value4 (NOK million) 31 Dec. 2014 |
|---|---|---|---|---|---|
| Industrial Holdings | |||||
| Aker Solutions ASA1 | 28.39 | 77 233 531 |
41.55 | 3 209 |
|
| Akastor ASA2 | 28.19 | 77 233 531 |
21.60 | 1 668 |
|
| Kværner ASA3 | 28.71 | 77 233 531 |
8.89 | 687 | |
| Aker Kværner Holding AS | 70.00 | 3 460 |
5 564 |
||
| Aker Solutions ASA1 | 6.37 | 17 331 762 |
720 | 41.55 | 720 |
| Akastor AS2 | 6.33 | 17 331 762 |
374 | 21.60 | 374 |
| Aker BioMarine (now Superba ASA) | 99.02 | 68 375 935 |
1 398 |
- | 1 398 |
| Det norske oljeselskap ASA | 49.99 | 101 289 038 |
4 038 |
39.87 | 4 038 |
| Havfisk ASA | 73.25 | 62 001 793 |
402 | 15.20 | 942 |
| Ocean Yield ASA | 73.21 | 98 242 575 |
2 487 |
44.00 | 4 323 |
| Total industrial investments | 12 880 |
17 360 |
|||
| Financial Investments | |||||
| Converto Capital Fund | 322 | ||||
| Norron Target/Select | 269 | ||||
| Fornebuporten Holding | 736 | ||||
| Trygg Pharma Group AS | 346 | ||||
| Other equity investments | 190 | ||||
| Total shares and long-term equity investments | 14 742 |
Stock exchange-listed shares are valued at lower of market price and cost. Other items are recorded at the lower of fair value and cost.
1) Aker Kværner Holding owns 40.56 per cent of Aker Solutions ASA. Aker ASA owns 70 per cent of Aker Kværner Holding. In addition, Aker ASA owns 6.37 per cent of Aker Solutions. Total indirect and direct shareholding in Aker Solutions for Aker is 34.76 per cent. 2) Aker Kværner Holding owns 40.27 per cent of Akastor ASA. Aker ASA owns 70 per cent of Aker Kværner Holding AS. In addition, Aker ASA owns 6.33 per cent of Akastor. Total indirect and direct shareholding in Akastor for Aker is 34.51 per cent.
3) Aker Kværner Holding owns 41.02 per cent of Kværner ASA. Aker ASA owns 70 per cent of Aker Kværner Holding AS. Aker thus indirectly owns 28.71 per cent of Kværner ASA.
4) See Note 14.
Note 8 Interest-free long-term receivables and other
Interest-free long-term receivables and other assets are distributed as follows:
| Amounts in NOK million | Receivables | Other assets |
Total 2014 |
Total 2013 |
|---|---|---|---|---|
| Deferred tax assets | 9 | - | 9 | 12 |
| Pension funds | 2 | - | 2 | 4 |
| Long-term receivables from subsidiaries | 26 | - | 26 | 21 |
| Other | - | 226 | 226 | 200 |
| Total | 36 | 226 | 262 | 237 |
In 2014 and 2013 other assets included an airplane valued at NOK 167 million and NOK 138 million respectively.
Note 9 Other interest-bearing current assets and long-term receivables
Other interest-bearing current assets and long-term receivables from subsidiaries and from external companies are shown below:
| Amounts in NOK million | Current assets |
Long-term assets |
Total 2014 | Total 2013 |
|---|---|---|---|---|
| Receivables from subsidiaries External receivables |
133 - |
271 14 |
404 14 |
536 84 |
| Total | 133 | 285 | 418 | 620 |
Receivables from subsidiaries:
| Amounts in NOK million | Interest bearing current assets |
Interest bearing long-term assets |
Total interest bearing 2014 |
Interest free receivables |
Total receivables from subsidiaries |
|---|---|---|---|---|---|
| Setanta Energy | 32 | 242 | 274 | 26 | 300 |
| Aker BioMarine (now Superba ASA) | 100 | - | 100 | 2 | 102 |
| Ocean Harvest | - | 16 | 16 | - | 16 |
| Navigator Marine | - | 12 | 12 | - | 12 |
| Other companies | 1 | 1 | 2 | 1 | 3 |
| Total | 133 | 271 | 404 | 29 | 433 |
Note 10 Cash and cash equivalents
Cash and cash equivalents amounted to NOK 2 857 million as at the end of 2014. Of this total, NOK 12 million were restricted deposits.
Note 11 Equity
As at 31 December 2014, Aker ASA's share capital consisted of the following share classes:
| Total par value NOK (million) | ||||||
|---|---|---|---|---|---|---|
| Shares issued | Number of own shares | Shares outstanding | Par value (NOK) | Shares issued | Shares outstanding | |
| Ordinary shares | 72 374 728 |
28 788 |
72 345 940 |
28 | 2 026 |
2 026 |
| Total share capital | 72 374 728 |
28 788 |
72 345 940 |
2 026 |
2 026 |
|
| Share premium reserve Other paid-in equity |
- - |
- - |
||||
| Total paid-in equity | 2 026 |
2 026 |
All shares have equal voting rights and are entitled to dividends. Aker ASA has no voting rights for its own shares.
The following dividend was proposed by the board of directors after the balance sheet date:
| Amounts in NOK million | 2014 |
|---|---|
| Dividend of NOK 10 per share | 723 |
A dividend of NOK 10.00 per share, totally NOK 723 million will be proposed at the Annual General Meeting on 17 April 2015, of which half (NOK 5.00 per share) is proposed to be with an optional settlement in new Aker shares at 10 per cent discount to the prevailing share price. The amount is included in the short-term interest-free liability item in the balance sheet.
Note 12 Interest-free debt and liabilities
Interest-free debt and liabilities are presented below:
| Amounts in NOK million | Short-term | Long-term | Total 2014 | Total 2013 |
|---|---|---|---|---|
| Tax liabilities | 7 | 9 | 16 | 12 |
| Pension liabilities | - | 205 | 205 | 183 |
| Dividend | 723 | - | 723 | 940 |
| Other debt | 136 | 177 | 313 | 184 |
| Total | 867 | 391 | 1 257 |
1 320 |
Note 13 Interest-bearing debt
Interest-bearing debt is distributed among subsidiaries and external creditors as shown below:
| Amounts in NOK million | Short-term | Long-term | Total 2014 | Total 2013 |
|---|---|---|---|---|
| Debt to subsidiaries Debt to external creditors |
- 806 |
5 5 890 |
5 6 696 |
135 5 266 |
| Total | 806 | 5 895 |
6 701 |
5 401 |
Interest-bearing debt to external creditors is shown below:
| Amounts in NOK million | 2014 | 2013 |
|---|---|---|
| Bonds | 6 237 |
4 808 |
| Unsecured bank loans | 500 | 500 |
| Other external debt and capitalised fees | (42) | (42) |
| Total | 6 696 |
5 266 |
Instalment schedule for external interest-bearing debt, by type:
| Amounts in NOK million | Bonds | Bank loans | Other debt, accrued fees |
Total |
|---|---|---|---|---|
| Year | ||||
| 2015 | 808 | - | (2) | 806 |
| 2016 | - | - | - | - |
| 2017 | 500 | 500 | (4) | 996 |
| 2018 | 1 300 |
- | (9) | 1 291 |
| 2019 | 1 930 |
- | (11) | 1 918 |
| After 2019 | 1 700 |
- | (16) | 1 684 |
| Total | 6 237 |
500 | (42) | 6 696 |
Note 14 Risk
The balance sheet of Aker ASA and holding companies is split into two segments:
| Per cent | 2014 | 2013 |
|---|---|---|
| Industrial investments | 70% | 69% |
| Financial investments | 30% | 31% |
| Specification financial investments: | ||
| Funds- and equity investments | 10% | 14% |
| Cash | 16% | 13% |
| Interest-bearing receivables | ||
| Fixed assets, deferred tax assets and interest-free receivables | 2% | 2% |
The businesses within each category are exposed to macro-development in their respective market segments.
The total book value of the assets of Aker ASA and holding companies are NOK 18 299 million including the book value for Industrial investments of NOK 12 880 million. The book value and market value of each investment included in Industrial investments are specified in note 7. The total market value of the Industrial investments, NOK 17 360 million, is significantly higher than the book value. The book value of the unlisted company Aker BioMarine (now Superba ASA) is included in the total market value. In the case of Aker ASA's direct investment in the listed company Aker Solutions (6.37 per cent ownership interest) and Akastor (6.33 per cent ownership interest), the book value is equal to the market value. This is also the case of Aker's investment in Det norske oljeselskap.
The book value of Financial investments is NOK 5 419 million. Cash represents 16 per cent of the book value of total assets and 52 per cent of Financial investments.
Independent auditor's report
To the board of Aker ASA
We have audited the accompanying combined financial statements of Aker ASA and holding companies, which comprise the balance sheet as at 31 December 2014, the income statement, a summary of key assumptions used as basis for preparation and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the combined financial statements of Aker ASA and holding companies in accordance with the basis for preparation of the financial reporting, defined in the introduction of the combined financial statements, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the combined financial statements give a true and fair view of the financial position of Aker ASA and holding companies, as at 31 December 2014, and of its financial performance for the year then ended in accordance with the basis for preparation of the financial reporting, defined in the introduction of the combined financial statements.
Basis of Accounting
Without modifying our opinion, we draw attention to the basis for preparation of the financial reporting, defined in the introduction of the combined financial statements, which describes the basis of accounting. As a result, the combined financial statements may not be suitable for another purpose.
Other Matter
Aker ASA has for the year ended 31 December 2014 prepared a separate set of statutory accounts comprising consolidated financial statements and parent financial statements on which we issued separate auditor's reports to the shareholders of Aker ASA dated 20 March 2015.
Oslo, 20 March 2015 KPMG AS
Arve Gevoll (sign) State Authorised Public Accountant
Translation has been made for information purposes only.
KPMG AS Sørkedalsveien 6 PB 7000 Majorstuen NO-0306 Oslo
Telephone +47 04063 Telefax +47 22 60 96 01 www.kpmg.no
Org. no. 935 174 627 MVA
KPMG AS, a Norwegian member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.
Statsautoriserte revisorer medlemmer av Den norske Revisorforening.
Offices in:
Oslo Alta Arendal Bergen Bodø Elverum Finnsnes Grimstad Hamar Haugesund Kristiansand Larvik Mo i Rana Molde Narvik Røros Sandefjord Sandnessjøen Stavanger Stord Tromsø Trondheim Tønsberg Ålesund
Board of directors
Kjell Inge Røkke Chairman
134
Kjell Inge Røkke (born 1958), Aker ASA's main owner, has been a driving force in the development of Aker since the 1990s. Mr. Røkke launched his business career with the purchase of a 69-foot trawler in the United States in 1982, and gradually built a leading worldwide fisheries business. In 1996, the Røkke controlled company, RGI, purchased enough Aker shares to become Aker's largest shareholder, and later merged RGI with Aker. Mr. Røkke is currently director of Aker Solutions, Akastor, Det norske, Kvaerner and Ocean Yield.
As at 31 December 2014, Mr. Røkke holds 49 105 514 shares (67.8 per cent) in Aker ASA through his investment company TRG AS and its subsidiaries, which he co-owns with his wife, Anne Grete Eidsvig, and has no stock options. Mr. Røkke is a Norwegian citizen. He has been elected for the period 2014-2016.
Finn Berg Jacobsen Deputy chairman
Finn Berg Jacobsen (born 1940) holds an MBA degree from Harvard Business School and is a state authorised auditor. He has held various positions with Arthur Andersen & Co, and worked as Regional Managing Partner from 1983 to 1999. From 2001 to 2005, Mr. Berg Jacobsen worked as CFO and Chief of Staff at Aker Kvaerner. He is currently working as a consultant within corporate governance and corporate finance. He is director and chairman of the audit committee in several companies. Mr. Berg Jacobsen has served on the board, supervisory committees and task forces of several associations and organisations. He has been awarded the Royal Order of St. Olav for his contributions to the advancement of auditing and accounting.
As at 31 December 2014, Mr. Berg Jacobsen holds 5 000 shares in Aker ASA, and has no stock options. Mr. Berg Jacobsen is a Norwegian citizen. He has been elected for the period 2014-2016.
Stine Bosse Director
Stine (Christine) Bosse (born 1960) holds a Master of Law from the University of Copenhagen and has completed training programs at INSEAD, Wharton and Harvard. She was the CEO of Trygvesta from 2001 to 2011. She currently serves as chair of The Royal Danish Theater, CONCITO, Børnefonden, and Copenhagen Art Festival. She serves as chair of TDC and Allianz. In 2010, she was appointed Advocate for the Millennium Development Goals.
As at 31 December 2014, Ms. Bosse holds 400 shares in Aker ASA, and has no stock options. Ms. Bosse is a Danish citizen. She has been elected for the period 2013-2015.
Director
Kristin Krohn Devold Director
Kristin Krohn Devold (born 1961) was a Member of the Norwegian Parliament for the Conservative Party from 1993 to 2005. She was Minister of Defense from 2001 to 2005. Ms. Krohn Devold is currently the management director of the Norwegian Hospitality Association (NHO Reiseliv) and director of several companies, including Aker Kværner Holding AS and the Terra group. She has a MSc degree from the Norwegian School of Economics (NHH) and has a bachelor degree in sociology from the University of Bergen.
As at 31 December 2014, Ms. Krohn Devold holds no shares in Aker ASA, and has no stock options. Ms. Krohn Devold is a Norwegian citizen. She has been elected for the period 2013-2015.
Leif O. Høegh
Leif O. Høegh (born 1963) holds a master's degree in economics from the University of Cambridge and an MBA from Harvard Business School. Mr. Høegh has previously worked for McKinsey & Company and the Royal Bank of Canada Group, and is currently chairman of Höegh Autoliners and Deputy Chairman of Höegh LNG. He is also a director of Höegh Capital Partners, Höegh Eiendom, and Rift Valley Holdings. Mr. Høegh is a member of the Corporate Assembly of Det norske.
As at 31 December 2014, Mr. Høegh has an indirect ownership interest in 135 000 Aker ASA shares. He is a Norwegian citizen. He has been elected for the period 2014-2016.
Director
Karen Simon has over 30 years of experience in banking with JP Morgan and is currently a Vice Chairman in the Investment Bank based in New York. During her career with JP Morgan she has held various positions in the Investment Bank including global co-head of the Financial Sponsors group covering private equity firms and a number of positions in the Oil & Gas and Debt Capital Markets teams in both the U.S. and the UK. Ms. Simon lived in London for 20 years where she also served on JP Morgan's EMEA Debt Underwriting committee, the Reputational Risk committee and the EMEA Management committee.
As at 31 December 2014, Ms. Simon holds no shares in Aker ASA, and has no stock options. She is a dual UK and US citizen. She has been elected for the period 2013- 2015.
Atle Tranøy Director Elected by the employees
Atle Tranøy (born 1957) is trained as a pipe fitter and has been an employee of Kværner Stord AS since 1976. Mr. Tranøy has been a fulltime employee representative since 1983. Mr. Tranøy is also the chairperson of the European Works Council in Aker.
As at 31 December 2014, Mr. Tranøy holds no shares in Aker ASA, and has no stock options. Mr. Tranøy is a Norwegian citizen. He has been elected for the period 2013-2015.
Tommy Angeltveit Director Elected by the employees
Tommy Angeltveit (born 1965) has worked as a mechanic at the Controls division in Aker Subsea since 2003. Mr. Angeltveit has occupational education as a service electronics engineer. Tommy Angeltveit is also an employee representative at the Board of Aker Subsea. Mr. Angeltveit is full time employee representative and manager for Industry Energy section 47.
As of 31 December 2014, Mr. Angeltveit holds no shares in Aker ASA, and has no stock options. Tommy Angeltveit is a Norwegian citizen. He has been elected for the period 2013-2015.
Arnfinn Stensø Elected by the employees
Director
Arnfinn Stensø (born 1957) has been employed by Aker Solutions (former Aker Offshore Partner) in Stavanger since 1998. He is educated electrical engineer. Mr. Stensø is member of the negotiating committee in NITO (Norwegian Engineers and technologist organisation) and of the liaison committee NITO – NHO.
As at 31 December 2014, Mr. Stensø holds no shares in Aker ASA and has no stock options. Mr. Stensø is Norwegian citizen. He has been elected for the period 2013-2015.
Nina Hanssen Director Elected by the employees
Nina Hanssen (born 1971) has been working in the fishing industry since 1992. She is the chief union representative as well as an employee representative to the board of Norway Seafoods. Ms. Hanssen is a Norwegian citzen.
As at 31 December 2014, Ms. Hanssen holds no shares in Aker ASA and has no stock options. Ms. Hanssen is Norwegian citizen. She has been elected for the period 2013- 2015.
135
Øyvind Eriksen President and CEO
Øyvind Eriksen (born 1964) joined Aker ASA in January 2009. Mr. Eriksen holds a law degree from the University of Oslo. He joined Norwegian law firm BA-HR in 1990, where he became a partner in 1996 and a director/chairman from 2003. At BA-HR, Mr. Eriksen worked closely with Aker and Aker's main shareholder, Kjell Inge Røkke. Mr. Eriksen is chairman of Aker Solutions ASA, Akastor ASA and Aker Kværner Holding AS, and a director of several companies, including The Resource Group TRG AS, TRG Holding AS and Reitangruppen AS.
As of 31 December 2013, Mr. Eriksen holds 100 000 shares in Aker ASA, and has no stock options. Mr. Eriksen holds, through a privately owned company, 0.20 per cent of the B-shares in TRG Holding AS. Mr. Eriksen is a Norwegian citizen.
Trond Brandsrud CFO
Trond Brandsrud (born 1958) joined Aker ASA in April 2010 after three years as CFO in Seadrill Limited. Prior to joining Seadrill in 2007, Mr. Brandsrud worked for Royal Dutch Shell for more than 20 years. At Shell, he held several key finance positions in Norway as well as internationally. He also has extensive experience from major offshore field development projects and held several senior management roles in Shell's upstream and downstream sectors. Mr. Brandsrud has a MSc degree from the Norwegian School of Economics (NHH).
As of 31 December 2014, Mr. Brandsrud holds 39 736 shares in Aker ASA, of which 13 810 shares are held through Nordbrand Invest AS, and has no stock options. Mr. Brandsrud is a Norwegian citizen.
Management Other key personnel
Atle Kigen Head of communication
Atle Kigen (born 1958) joined Aker ASA in October 2006, and has been in charge of communications since March 2010. He holds a degree in business administration and marketing, and has extensive corporate communication and journalism experience. Mr. Kigen has previously worked as head of communication at Kværner ASA, and CEO of the PR agency GCI Monsen. He has been editor in chief of the Norwegian business magazine Økonomisk Rapport, business and economy editor at Aftenposten, a leading daily, and NRK Nyheter, the national broadcaster's news bureau. Mr. Kigen has also been a journalist in Norway's leading business daily Dagens Næringsliv.
As of 31 December 2014, Mr. Kigen holds 5 276 shares in Aker ASA, and has no stock options. Mr. Kigen is a Norwegian citizen.
Audun Stensvold Investment director Responsible for the follow-up of Financial investments
Audun Stensvold (born 1972) joined Aker ASA in 2006. Prior to his appointment as an investment director, he was CFO and Investment Director for Converto, which manages the Akerowned Converto Capital Fund. He has also served as Vice President of Aker's M&A and Business Development team. Before joining Aker, Mr Stensvold worked as a strategy and finance consultant for Selmer, and as a financial analyst for DnB NOR. Mr Stensvold holds a Masters degree in Business and Economics from the Nor-
As of 31 December 2014, Mr Stensvold holds 3 294 shares in Aker ASA, and has no stock options. Mr Stensvold is a Norwegian citizen.
wegian School of Economics (NHH).
Edward Ross Investment director Responsible for the follow-up of Aker Solutions, Det norske and Kvaerner
Edward Ross (born 1973) joined Aker ASA in September 2013. Edward is a Chartered Accountant (PWC) and holds a MBA from Columbia Business School (NYC) as well as an MA from Oxford University. Previous to Aker ASA Edward held numerous positions at Fidelity Investments International including the leader of the Natural Resources and Utilities team and the Energy and Oil Field service Analyst.
As of 31 December 2014, Mr Ross holds 74 844 shares in Aker ASA and has no stock options. Mr. Ross is a British citizen.
Ola Snøve Investment director Responsible for the follow-up of Aker BioMarine and Havfisk
Ola Snøve (born 1977) is Investment Director of Aker ASA. Mr. Snøve was previously President & CEO of Epax – a joint venture between Aker and Lindsay Goldberg that was divested to FMC Corp. Prior to joining Epax, Mr. Snøve had been with Aker since January 2008. He is currently Chairman of Aker BioMarine. Mr. Snøve holds M.Sc. and Ph.D. degrees from the Norwegian University of Science and Technology, as well as an MBA (Dist.) from INSEAD.
As of 31 December 2014, Mr. Snøve holds 106 439 shares in Aker ASA through his wholly owned company Storbrea AS, and has no stock options. Mr. Snøve is a Norwegian citizen.
Contact information
Aker ASA
Fjordalléen 16, 0250 Oslo P.O. Box 1423 Vika NO-0115 Oslo Norway
Telephone: +47 24 13 00 00 Telefax: +47 24 13 01 01
[email protected] www.akerasa.com
Aker Solutions ASA
Snarøyveien 36, 1364 Fornebu P.O. Box 169 NO-1325 Lysaker Norway
Telephone: +47 67 51 30 00 Telefax: +47 67 51 30 10
[email protected] www.akersolutions.com
Akastor ASA
Fjordalléen 16, 0250 Oslo Postboks 124 NO-1325 Lysaker Norway
Telephone: +47 21 52 58 00
www.akastor.com
Kværner ASA
Drammensveien 264, 0283 Oslo P.O. Box 74 NO-1325 Lysaker Norway
Telephone: +47 21 08 90 00 Telefax: +47 21 08 99 99
[email protected] www.kvaerner.com
Det norske oljeselskap ASA
Føniks Munkegata 26 NO-7011 Trondheim Norway
Telephone: +47 90 70 60 00 Telefax: +47 73 53 05 00
[email protected] www.detnor.no
Aker BioMarine ASA
Fjordalléen 16, 0250 Oslo P.O. Box 1423 Vika NO-0115 Oslo Norway
Telephone: +47 24 13 00 00 Telefax: +47 24 13 01 10
[email protected] www.akerbiomarine.com
Havfisk ASA
Løvenvoldg. 11, 6002 Ålesund P.O. Box 876 NO-6001 Ålesund Norway
Telephone: +47 70 11 86 00 Telefax: +47 70 11 86 80
[email protected] www.havfisk.no
Ocean Yield AS
Fjordalléen 16, 0250 Oslo P.O. Box 1423 Vika NO-0115 Oslo Norway
Telephone: +47 24 13 00 00 Telefax: +47 24 13 01 01
www.oceanyield.no
Norron AB
Oxtorgsgatan 4, 2tr SE-111 57 Stockholm Sweden
Telephone: +46 (0) 722 35 24 92 Telefax: +46 (0) 8 555 069 45
[email protected] www.norron.com
Converto AS
Fjordalléen 16, 0250 Oslo P.O. Box 1423 Vika, NO-0115 Oslo
Telephone: +47 24 13 00 00 Telefax: +47 24 13 01 01
[email protected] www.converto.no
Aker ASA Fjordalléen 16 P.O. Box 1423 Vika NO-0115 Oslo Norway
Telephone: +47 24 13 00 00 E-mail: [email protected]
www.akerasa.com