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Aker Interim / Quarterly Report 2014

Feb 27, 2015

3526_rns_2015-02-27_c04c4bd9-f68d-4a28-98a9-813e74297327.pdf

Interim / Quarterly Report

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Fourth-quarter and preliminary annual results 2014

Fourth-quarter 2014 highlights

Financial key figures (Aker ASA and holding companies)

  • n The net asset value of Aker ASA and holding companies ("Aker") declined 20.9 per cent in the fourth quarter to NOK 17.7 billion. Per-share net asset value ("NAV") amounted to NOK 244 as of 31 December 2014, compared to NOK 309 as per 30 September 2014.
  • n Cash holdings increased by NOK 1.2 billion to NOK 2.9 billion in the fourth quarter, primarily due to Fornebuporten's sale of the first phase development of offices at Aberdeen International Business Park, releasing NOK 1.0 billion in cash to Aker. In addition, Aker held NOK 0.4 billion in liquid fund investments as per 31 December 2014, down from NOK 0.6 billion in the previous quarter.
  • n The value of Aker's Industrial Holdings portfolio was reduced to NOK 17.4 billion in the quarter, down from NOK 21.8 billion in the third quarter 2014. Aker's Financial Investments portfolio amounted to NOK 7.6 billion, on par with prior quarter.
  • n Aker's Board of Directors recommends 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 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.
  • n The value-adjusted equity ratio was 71 per cent, down from 76 per cent as of 30 September 2014.
  • n The Aker share declined 22 per cent in the fourth quarter. This compares to 5 per cent and 40 per cent declines in the Oslo Stock Exchange's benchmark index ("OSEBX") and the oil price, respectively.

Key portfolio events

  • n On 15 October 2014, Det norske closed the Marathon Oil Norway acquisition. Following the acquisition, Det norske became an integrated E&P company with activities within exploration, development and production. 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. 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.
  • n On 3 November 2014, Fornebuporten AS, a subsidiary of Aker, agreed to sell the first phase development at Aberdeen International Business Park ("AIBP"), with three office buildings, to the UK pension fund Legal & General. The transaction was closed early November and resulted in a cash release to Aker of NOK 1.0 billion.

Net Asset Value and share price (NOK per share)

The balance sheet and income statement for Aker ASA and holding companies (Aker) have been prepared to show the financial position as a holding company. Net asset value (NAV) is a core performance indicator at Aker ASA. NAV expresses Aker's underlying value and is a key determinant of the company's dividend policy (annual dividend payments of 2-4 per cent of NAV). Gross asset value is determined by applying the market value of exchange-listed shares, while book value is used for other assets. The same valuation principles apply to fund investments. Net asset value is gross asset value less liabilities.

Letter from the CEO

Dear fellow shareholders,

Oil prices are fluctuating, and affecting Aker's assets. This is nothing new. When I was appointed Aker President and CEO in December 2008, the oil price was USD 41.7 per barrel, down from USD 145.7 five months earlier. Like today, the experts disagreed, and oil companies cut investments and costs while uncertainty remained. Oil prices then rebounded, and three years of abnormally stable prices above USD 100 per barrel followed, until last summer. Then it happened again: oil prices dropped, and we are seeing oil companies reacting with investment and cost cuts.

The oil and gas industry is characterised by fluctuations in activity levels, which again impact the pricing of oil-sensitive shares, including Aker. Although we did not foresee this dramatic shift, we are taking steps in Aker and our portfolio companies, implementing measures to adjust costs in view of future activity levels in the oil and gas sector. The sentiment in other sectors is strong, and equity indices are close to alltime highs. This presents investors with a dilemma: Should we prepare for another correction in the equity markets or is this the right time to reinvest in relatively cheaply priced oil and gas assets? For Aker, the answer is embedded in our businesse model, which is to build great companies throughout market cycles. That's why we continue to consider the current market turmoil as an opportunity, just as much as a threat.

The difference between oil and gas and other sectors was also reflected in our portfolio last quarter. While our shares in companies like Ocean Yield and Havfisk performed well, the share price developments in Det norske, Aker Solutions, Akastor and Kværner disappointed both us and other shareholders. Overall, our net asset value fell by 20.9 per cent, to NOK 17.7 billion, in the fourth quarter of 2014. The Aker ASA share price dropped 22 per cent in the fourth quarter, compared to a fall in oil prices of 40 per cent and a 5 per cent decline in OSEBX.

For Aker, the answer is embedded in our business model, which is to build great companies throughout market cycles. That's why we continue to consider the current market turmoil as an opportunity, just as much as a threat.

With roughly 50 per cent of the portfolio invested in the oil and gas sector directly, the multi-billion dollar question has to be: What is the outlook for that sector? Oil companies have presented their investment plans for 2015 in recent months, and the picture is consistent and clear: Activity levels are about to be scaled down significantly. Adjusted for projects that are already approved, the number of new field developments is limited.

The adverse reaction seems to be stronger than justified by the supply and demand balance for fossil-fuel products. The main reason for this is that no-one knows how the current scenario will play out, and the industry is therefore adopting a very conservative approach. At the same time, the industry is taking advantage of the turmoil to implement measures that would have been prudent irrespective of the market outlook, such as reducing complexity, cutting costs, streamlining portfolios and high grading teams. All in all, this makes for a more uncertain market outlook than in recent years.

I am hardly revealing any secret by stating that Aker will not position itself by reference to the extremes. On the contrary, our view on relevant industry segments remains fundamentally unchanged. Although we cannot ignore the external factors putting pressure on the oil and gas industry – including the important issue of environmental sustainability – we still believe that oil and gas have to form part of the longer term solution. Accordingly, high-quality companies in the oil and gas sector, like the ones in our portfolio, should remain attractive investment targets for us and others.

Outlook and opportunities

In Aker's view, the crucial thing is to strike the right balance between short-term measures to adapt to the new realities and long-term positioning to take advantage of future opportunities. Thus far, our portfolio companies have taken a range of steps to remain competitive in a more volatile market. As owner, we will continue to promote less complexity, cost reductions and flexibility in terms of cost base and capacity to further improve the competitiveness of our companies in a continued low and volatile oil price scenario going forward.

The decline in oil prices has also impacted Det norske, which has led to speculations in the market surrounding a potential funding issue. Aker is confident with regards to the underlying value of the company and its capacity and ability to raise debt instruments (rather than new share capital) to fund the development of its current business. To avoid any doubt, Aker is a long-term main shareholder in Det norske and will continue to support the company in that capacity.

Regardless of the fundamentals, we learned some lessons in the fourth quarter of last year that will guide our strategy going forward. The turmoil in the oil and gas sector and concurrent success of Ocean Yield reminded us of the importance of having a balanced portfolio in terms of investment characteristics. In recent years, a primary objective has been to position our holdings to pay dividends to Aker and other shareholders. This guiding principle has resulted in a certain level of capital discipline, and will not be changed. Nevertheless, we intend to distinguish even more clearly between "yield investments" and "growth investments" in future. This will impact how we classify our current investments and our allocation of capital to new investments.

Adaptions to the new market realities are not only carried through in our operating companies, it also involves Aker as the holding company:

  • n Actions are about to be taken to reduce our operational expenses.
  • n Executive salaries will not be adjusted this year. Other salaries will not be adjusted above inflation.
  • n Bonus payments will be reduced compared to previous years.
  • n Board remuneration will not be increased.

Although these are internal actions specific to Aker, we expect our portfolio companies to follow our example.

While preserving Aker's financial capacity, we are offering our shareholders a choice between an attractive cash only dividend or the opportunity to reinvest half of the dividend in Aker shares at a discount.

The Aker board's proposal to the general meeting is to declare a dividend of NOK 10 per share for the fiscal year 2014. In light of the current market environment and the investment opportunities ahead, we propose that half of the dividend (NOK 5 per share) will be with optional settlement in new Aker shares as "scrip dividend", benefitting from a 10 per cent discount to the prevailing share price. This proposal provides our shareholders with an option to receive the full amount in cash or to reinvest half of it back in Aker at a discount. Kjell Inge and I have decided to choose the partial settlement by shares.

From previous downturns, we have learned how important it is to be financially prepared to pursue new investment opportunities that tend to materialise at times like this. In my six years as Aker CEO, I have not seen better opportunities to create shareholder value than now.

Øyvind Eriksen President and CEO

Aker ASA and holding companies Assets and net assets value

Net asset value (NAV) composition - Aker ASA and holding companies

31.12.2013 30.09.2014 31.12.2014
NOK/share NOK million NOK/share NOK million NOK/share NOK million
Industrial Holdings 299 21 635 301 21 799 240 17 360
Financial Investments 113 8 149 105 7 629 104 7 554
Gross assets 412 29 784 407 29 427 344 24 914
Total liabilities (4Q before dividend allocations) (80) (5 780) (98) (7 080) (100) (7 235)
NAV (4Q before dividend allocations) 332 24 003 309 22 348 244 17 679
Net interest-bearing receivables/(liabilities) (2 321) (4 386) (3 426)
Number of shares outstanding (million) 72.33 72.34 72.35

Net asset value ("NAV") is a core performance indicator at Aker ASA. NAV expresses Aker's underlying value and is a key determinant of the company's dividend policy (annual dividend payments of 2-4 per cent of NAV). Net asset value is determined by applying the market value of exchange-listed shares, while book value is used for other assets. The same valuation principles apply to fund investments. Aker's assets (Aker ASA and holding companies) consist largely of equity investments in the Industrial Holdings segment, and of cash, receivables and fund investments in the Financial Investments segment. Other assets consist mainly of intangibles and tangible fixed assets. The chart above to the right shows the composition of Aker's assets. The business segments are discussed in greater detail on pages 5-7 of this report.

Aker – Segment information Industrial Holdings

*Reflected at book value

The total value of Aker's Industrial Holdings was reduced by NOK 4.4 billion in the fourth quarter 2014 to NOK 17.4 billion. The reduction is primarily explained by a net value change of minus NOK 4.0 billion. This compares to a value of NOK 21.8 billion as of 30 September 2014 and NOK 21.6 billion as of 31 December 2013.

The minus NOK 4.0 billion net value change in the fourth quarter was explained by Aker Solutions representing NOK 2.1 billion, Det norske NOK 1.7 billion, Akastor NOK 402 million and Kvaerner NOK 85 million. This was, however, partly offset by a value increase of NOK 198 million and NOK 171 million in Havfisk and Ocean Yield, respectively.

Following the restructuring of Aker BioMarine, the non-krill related assets previously owned by the company, primarily Trygg Pharma, 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, reducing the book value of Aker BioMarine from NOK 1.7 billion to NOK 1.4 billion in the fourth quarter.

Det norske

Det norske is an integrated E&P company with activities within exploration, development and production on the Norwegian continental shelf. During the fourth quarter 2014, Det norske produced 63 000 boed, up from 59 000 boed in the third quarter. In the same period, Det norske participated in two exploration wells. This included an appraisal well on the Garantiana discovery, which resulted in a new estimated resource range of 40-90 mboe and the Krafla North exploration well, which resulted in a small oil discovery. On 13 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. The Ivar Aasen field is progressing according to budget and schedule. Going forward, Det norske's key operational focus areas will be the Johan Sverdrup unitisation and project exectuion, delivery of the Ivar Aasen project and ensuring reliable and safe production from the Alvheim field.

Aker Solutions

Aker Solutions is a global oil services company providing services, technologies, and product solutions within subsea and field design. While the operational performance of the company was strong in the fourth quarter, the continued fall in the oil price led to a weak share price development, as the market feared and continue to fear reduced activity level going forward. The short to mid-term uncertainty has increased for all oil service companies, but Aker Solutions is in a favourable position in relative terms. The company has a strong balance sheet and a healthy order backlog, which represents 1.5 times 2014 revenues, and which was further strengthened by the award of the NOK 4.5 billion Johan Sverdrup EPMA contract in January 2015. Further, the company offers products and services, which to a certain extent are suited for a lower oil price environment as they aim at driving projects down the cost curve. However, Aker Solutions needs to approach the downturn proactively, and operational excellence, cost reductions, simplifications and improved efficiency are key priorities going forward.

Akastor

Akastor is an oilfield services investment company with a flexible mandate for long-term value creation. The company saw strong operational performance in the fourth quarter. However, the company was not immune to the low oil price and the share price fell from NOK 25.7 on the first day of the split to NOK 21.60 at year end. However, unlike many other oil services stocks, the Akastor share price has seen less volatility, which reflects how the investors focus on the longterm perspectives rather than quarterly operational results. Akastor has already instructed its portfolio companies to take necessary measures facing this downturn, and the announcement from MHWirth of a capacity adjustment of the workforce of 500-750 people, was a necessary measure to remain competitive in a tougher environment. The key focus in Akastor and its portfolio now is to decide how to develop each of the businesses and to adapt for a more uncertain outlook.

Kvaerner

Kvaerner is a specialised oil and gas-related EPC company. The activity level in the fourth quarter was high with several important milestones reached. Kvaerner continues to improve its competitiveness as a leading EPC specialist on the NCS, and the recent contract signing for the first Johan Sverdrup steel jacket substructure marked a milestone in the company's ambitions to enhance competitiveness. Kvaerner will continue to work consistently to enhance production efficiency at the yards and to develop its delivery models, most recently exemplified by implementing a new efficient organizational structure. 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. Kvaerner's priority is to win new contracts at sound margins, while extracting value from the backlog of NOK 16.5 billion by delivering its projects on schedule and according to clients' specifications.

Ocean Yield

Ocean Yield is a maritime assets company with long-term contracts. The company's mandate is to build a diversified portfolio of maritime assets within oil service and industrial shipping, targeting long-term bareboat charters to credit-worthy counterparties. In the fourth quarter, Ocean Yield acquired the diving support and offshore construction vessel "SBM Installer" for USD 150 million, bringing total new investments in 2014 north of USD 540 million, significantly above the annual target growth. The vessel was chartered back to SBM for a period of 12 years, and following this transaction, 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 the fourth quarter. The company aims to deliver

competitive returns to shareholders through share price return and predictable and growing cash dividends, supported by once again declaring an increase in its quarterly dividend payment for the fourth quarter.

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 fishing vessels completed yard stays for upgrades and maintenance and reassumed harvesting in the Southern Ocean near the end of the quarter. Demand for Qrill™ Aqua as a value-added ingredient that drives value for farmers is increasing and contracts have been entered into for the majority of the expected 2015 production. However, the Superba™ Krill Oil sales are still influenced by a weak market sentiment and the company reports sales in line with the previous quarters. The new factory in Houston is in the process of ramping up production. Aker BioMarine has established a solid platform for continued growth and is well positioned to expand globally with its strong supply chain, innovative product pipeline, and stable long-term client relationships.

Havfisk

Havfisk is Norway's largest white fish harvesting company. The company operates 29.6 cod licenses, which represent about 10 per cent of the national cod quotas. The company recently completed its newbuild program and is currently adjusting its overall capacity to optimise harvesting efficiency and operational flexibility. Catch efficiency and white fish prices are the company's key value drivers. The company finished its quotas well in advance of year-end. Operating revenues ended at NOK 1 049 million for the year, which is about 35 per cent higher than last year, primarily driven by higher prices. White fish prices remain on an upward trend, partially driven by the weakening of the NOK against other currencies. EBITDA ended at NOK 299 million and NOK EBIT at 169 million, which is about 40 and 60 per cent higher than last year, respectively. Webjørn Barstad started as Havfisk's new CEO on 1 January 2015.

Results and Returns for Industrial Holdings1)

Det norske (USD) Aker Solutions (NOK) Akastor (NOK) Kvaerner (NOK)
Amounts in million 4Q13 4Q14 4Q13 4Q14 4Q13 4Q14 4Q13 4Q14
Revenue 43 346 7 548 9 155 5 078 5 326 3 939 3 591
EBITDA2) 25 289 661 786 411 262 180 175
EBITDA margin (%) 56.6 83.5 8.8 8.6 8.1 4.9 4.6 4.9
Net profit continued operations (56) (287) 343 359 59 (475) 11 (302)
Closing share price (NOK/share) 66.70 39.87 N/A 41.55 N/A 21.60 11.50 8.89
Quarterly return (%)3) (18.1) (29.7) N/A (35.1) N/A (16.4) 21.9 (10.1)
Ocean Yield (USD) Aker BioMarine (USD)4) Havfisk (NOK)
Amounts in million 4Q13 4Q14 3Q14 4Q14 4Q13 4Q14
Revenue 61 62 29 26 260 314
EBITDA2) 53 54 (1) (9) 93 98
EBITDA margin (%) 86.9 86.9 (2.4) (33.1) 35.8 31.2
Net profit continued operations 27 31 (6) (12) (76) 24
Closing share price (NOK/share) 34.7 44.00 N/A N/A 11.80 15.20
Quarterly return (%)3) 14.0 4.0 N/A N/A 68.6 26.7

1) The figures refer to the full results reported by the companies. Reference is made to the respective companies' quarterly reports for further details.

2) For Det norske, EBITDAX is used. EBITDAX is Earnings before interest, taxes, depreciation, amortisation and exploration expenses. 3) The figures refer to total shareholder return, i.e. share price development and dividend payments.

4) 2013 figures for Aker BioMarine have been restated and quarterly figures are not available, see note 10 in the consolidated accounts on page 22.

Aker – Segment information Financial Investments

1) The investment's contribution to Aker's per share NAV.

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 of 31 December 2014, on par with levels as of 30 September 2014 and down from NOK 8.1 billion as of 31 December 2013.

Aker's Cash holding increased from NOK 1.6 billion to NOK 2.9 billion in the fourth quarter 2014, primarily due to Fornebuporten's sale of the first phase development of offices at Aberdeen International Business Park, releasing NOK 1.0 billion in cash to Aker. Additionally, Aker redeemed all of its liquid fund investments in AAM Absolute Return Fund totalling NOK 272 million and received NOK 92 million and NOK 47 million in dividend payments from Ocean Yield and Kvaerner, respectively.

Aker held NOK 362 million in Liquid fund investments at the end of the fourth quarter 2014, down from NOK 593 million at the end of the previous quarter. The reduction was mainly due to NOK 272 million in redemptions from AAM Aboslute Return Fund, which was partly offset by a total underlying value increase of NOK 41 million. The value of Aker's investments in the two remaining funds, Norron Target and Norron Select, totalled NOK 362 million, up from NOK 335 million in the prior quarter.

The value of Other public investments was NOK 1.5 billion as of 31 December 2014, down from NOK 2.1 billion in the third quarter. The value of Aker's investment in Aker Philadelphia Shipyard ("AKPS") fell to NOK 711 million, compared to NOK 1 122 million in the third quarter. The value of Aker's direct and indirect exposure to American Shipping Company ("AMSC") decreased to NOK 765 million, compared to NOK 1 000 million in the previous quarter.

Aker's total exposure to Real estate development (Fornebuporten) decreased by NOK 933 million in the quarter to NOK 736 million as of 31 December 2014, following the divestment of the first phase development at AIBP. The transaction was 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. As of the end of fourth quarter, the total leased area stood at 55 600 square meters out of a total of 67 600 square meters. Subsequent to the fourth quarter, Fornebuporten has signed additional contracts for approximately 2 750 square meters. In the quarter, Fornebuporten also presented for regulatory approval its plans for a 120 000 square meter phase II development in the area.

Other financial investments amounted to NOK 2.1 billion as of 31 December 2014, up from NOK 1.6 billion in the third quarter and on par with levels as of 31 December 2013. The increase in the fourth quarter is primarily due to the reclassification of Aker BioMarine's previously owned non-krill related assets to Other financial investments.

Other financial investments consist of equity investments, internal and external receivables and other assets, of which the largest contributors are the investments in Align, Navigator Marine, Trygg Pharma, Setanta Energy and Ocean Harvest, in addition to intangible, fixed and noninterest-bearing assets.

Aker ASA and holding companies Combined balance sheet

Amounts in NOK million 31.12.13 30.09.14 31.12.14
Intangible, fixed, and non-interest-bearing assets 237 273 262
Interest-bearing fixed assets 605 488 285
Investments1) 15 762 16 923 14 742
Non-interest-bearing short-term receivables 59 24 19
Interest-bearing short-term receivables 15 82 133
Cash 2 459 1 637 2 857
Assets 19 137 19 427 18 299
Equity 12 417 12 347 10 341
Non-interest-bearing debt 1 320 486 1 257
Interest-bearing debt to subsidiaries 135 5 5
Interest-bearing debt, external 5 266 6 589 6 696
Equity and liabilities 19 137 19 427 18 299
Net interest-bearing receivables (debt) (2 321) (4 386) (3 426)
Equity ratio (%) 65 64 57

1) Aker ASA and holding companies prepares and presents its accounts in accordance with the Norwegian Accounting Act and generally accepted accounting practices (GAAP), to the extent applicable. Accordingly, exchange-listed shares owned by Aker ASA and holding companies are recorded in the balance sheet at the lower of market value and cost price. In accordance with Aker ASA and holding companies' accounting principles, acquisitions and disposals of companies are a part of the ordinary business. Consequently gains from sales of shares are classified as operating revenues in the combined profit and loss statement of the accounts. Gains and losses are only recognized to the extent assets are sold to third parties. Accounting principles are presented in Aker's 2013 annual report.

The total book value of assets fell in the fourth quarter 2014 by NOK 1.1 billion to NOK 18.3 billion, compared to NOK 19.4 billion as of 30 September 2014 and NOK 19.1 billion as of 31 December 2013.

Intangible, fixed and non-interest-bearing assets stood at NOK 262 million, compared to NOK 273 million as per end of the third quarter 2014 and NOK 237 million at year-end 2013. The main items in the category are fixtures, an aircraft and deferred tax assets.

Interest-bearing fixed assets fell by NOK 203 million to NOK 285 million in the fourth quarter, primarily due to the repayment of the NOK 188 million receivable to Fornebuporten in connection with its sale of offices at Aberdeen International Business Park. Interest-bearing fixed assets were NOK 488 million in the third quarter and NOK 605 million as per 31 December 2013.

Investments fell by NOK 2.2 billion to NOK 14.7 billion as of 31 December 2014, primarily due to NOK 745 million in equity repayments from Fornebuporten, NOK 272 million in redemptions from AAM Absolute Return Fund, NOK 463 million decrease in the value of the directly-owned share investments in Aker Solutions and Akastor and NOK 735 million reduction in the value of the share investment in Det norske. Investments stood at NOK 16.9 billion as per 30 September 2014 and NOK 15.8 billion as per year-end 2013.

Aker's Cash holding increased by NOK 1.2 billion to NOK 2.9 billion in the fourth quarter. The increase is mainly due to NOK 953 million in total repayments to Aker related to Fornebuporten's sale of offices in Aberdeen, NOK 272 million in redeemed liquid fund investments and NOK 139 million received dividend.

Equity stood at NOK 10.3 billion at the end of the fourth quarter, compared to NOK 12.3 billion as per 30 September 2014 and NOK 12.4 billion as per 31 December 2013. The decrease in the fourth quarter is due to the allocation of NOK 0.7 million in dividend and Aker posting a net loss before tax of NOK 1.2 billion in the quarter.

Non-interest-bearing debt stood at NOK 1.3 billion at the end of the fourth quarter, compared to NOK 0.5 billion in the prior quarter and NOK 1.3 billion as per year-end 2013. The quarterly change is primarily due to Aker setting aside NOK 0.7 billion for dividend.

Interest-bearing debt, external amounted to NOK 6.7 billion in the fourth quarter, compared to NOK 6.6 billion in the prior quarter and NOK 5.3 billion as per year-end 2013. The quarterly change is due to a currency effect on the SEK denominated bond.

Aker ASA and holding companies Combined income statement

Year
Amounts in NOK million 4Q 13 3Q 14 4Q 14 2013 2014
Operating expenses (70) (63) (52) (236) (223)
EBITDA1) (70) (63) (52) (236) (223)
Depreciation and amortisation (4) (4) (4) (14) (15)
Non recurring operating items - - 38 - 1
Value change (128) (260) (1 142) 252 (1 432)
Net other financial items 158 51 (85) 822 354
Profit/(loss) before tax (43) (276) (1 246) 825 (1 316)

1) EBITDA = Earnings before interest, tax, depreciation and amortisation.

The income statement for Aker ASA and holding companies shows a pre-tax loss of NOK 1.2 billion for the fourth quarter of 2014, compared to a NOK 276 million loss in the prior quarter. The NOK 1.3 billion in loss before tax for the full year 2014 compares to a NOK 825 million profit for the full year 2013. As in previous periods, the income statement is mainly affected by value changes in share investments and dividends received.

Operating expenses in the quarter were NOK 52 million compared to NOK 63 million in the prior quarter. Operating expenses for the full year 2014 were NOK 223 million, compared to NOK 236 million for the same period in 2013.

Non recurring operating items in the fourth quarter were NOK 38 million due to a reversal of earlier write-downs on an aircraft. The reversal was due to a currency effect.

Value change in the fourth quarter stood at minus NOK 1.1 billion, mainly reflecting the decreased value in Aker's holdings in Det norske, as well as Aker's direct holdings in Aker Solutions and Akastor. The negative value change of NOK 1.4 billion during the full year 2014 compares to a NOK 252 million value increase during 2013.

Net other financial items in the fourth quarter amounted to minus NOK 85 million, compared to positive NOK 51 million in the prior quarter. Net other financial items for the full year 2014 were NOK 354 million, compared to NOK 822 million in the same period the year before. The reduction is mainly due to higher net interest costs in the period and the write-down of the Setanta Energy receivable in 2014.

Treasury shares and number of shares

As per 31 December 2014, the total number of shares in Aker amounted to 72 374 728 and the number of outstanding shares was 72 345 940. As per 26 February 2015, Aker ASA held 28 788 own shares.

Group consolidated accounts

The Aker Group's consolidated accounts are presented from page 12 onwards. Detailed information on revenues and pre-tax profit for each of Aker's operating segments is included in note 10 on page 22 of this report.

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 near-term 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 risks and political risks, for example political decisions on petroleum taxes and environmental regulations.

Aker's risk management, risks and uncertainties are described in the Annual Report for 2013. Subseqent to the report, the oil price has 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. Aside from the above and other changes in current macroeconomic conditions, commodity prices, currency rates and related risks, no other significant changes have occurred subsequently to the Annual Report for 2013.

Key events after the balance sheet date

After the close of the fourth quarter 2014, the following events occurred that affect Aker and the company's investments:

n 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 oljeselskap and Maersk Oil, recommended Statoil as the operator for the field. Det norske did not succeed in reaching an agreement about the unitization with the other partners. Thus, the other partners asked the Ministry of Petroleum and Energy to conclude on the final unitization 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 oljeselskap 11.8933 per cent and Maersk Oil 8.12 per cent.

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 volatility in omega-3 ingredients sales seen in the past year is dampening and Aker's long-term outlook for the market remains positive.

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 within the dividend policy range, is also a measure to further strengthening Aker's balance sheet 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, 26 February 2015 Board of Directors and President and CEO

Financial calendar 2015

17 April Annual General Meeting 2015
13 May Presentation of 1Q 2015
17 July Presentation of 2Q 2015
18 November Presentation of 3Q 2015

For more information:

Lars Kristian Kildahl Head of Investor Relations Office: +47 24 13 00 61 E-mail: [email protected]

Atle Kigen Head of Corporate Communication Office: +47 24 13 00 08 E-mail: [email protected]

Address:

Fjordalléen 16, P O Box 1423 Vika, 0115, Oslo, Norway Phone: +47 24 13 00 00 Fax: + 47 24 13 01 01 www.akerasa.com

Ticker codes:

AKER NO in Bloomberg AKER.OL in Reuters

This report was released for publication at 07:00 CET on 27 February 2015. The report and additional information is available on: www.akerasa.com

Aker Group

Condensed consolidated financial statements for the fourth quarter 2014

Consolidated income statement

2014
2013
2014
2013
Amounts in NOK million
Note
Restated
Restated

Operating revenues
10
20 585
16 599
70 782
61 382
Operating expenses
(17 572)
(15 538)
(63 058)
(57 099)
Operating profit before depreciation and amortization
3 012
1 061
7 725
4 283
Depreciation and amortization
11
(1 405)
(770)
(3 594)
(2 722)
(2 890)
(4 091)
Impairment changes
11,12
(704)
(1 218)
Operating profit
(1 283)
(414)
39
343
Net financial items
(359)
(254)
(1 674)
(867)
Share of earnings in associated companies
(34)
(37)
(3)
177
Profit before tax
10
(1 677)
(705)
(1 638)
(347)
(803)
(134)
Income tax expense
719
1 613
Net profit/loss from continuing operations
(2 480)
(1 772)
14
1 266
Discontinued operations:
Profit and gain on sale from discontinued operations, net of tax
13
(51)
325
2 650
468
Profit for the period
(2 531)
338
878
1 734
Equity holders of the parent
(1 168)
(4)
(144)
759
Minority interests
(1 363)
343
1 022
975
Average number of shares outstanding (million)
8
72,3
72,3
72,3
72,3
Basic earnings and diluted earnings per share continuing business (NOK)
(15,74)
(1,23)
(14,14)
8,64
Basic earnings and diluted earnings per share (NOK)
(16,14)
(0,06)
(1,99)
10,49
Consolidated statement of comprehensive income
4Q
4Q
Year
Year
2014
2013
2014
2013
Amounts in NOK million
Restated
Restated

Profit for the period
(2 531)
338
878
1 734
Other comprehensive income, net of income tax:
Items that will not be reclassified to income statement:
Defined benefit plan actuarial gains (losses)
(291)
(6)
(364)
(6)
Defined benefit plan actuarial gains (losses) in associated
(1)
3
-
3
companies
(292)
(364)
Items that will not be reclassified to income statement
(3)
(3)
Items that may be reclassified subsequently to income statement:
Changes in fair value of financial assets
(80)
126
(81)
395
Changes in fair value cash flow hedges
(1 279)
133
(1 823)
269
Change in fair value of available for sale financial assets transferred
to profit and loss
509
(129)
418
(145)
Currency translation differences 1)
3 501
476
4 099
1 508
Change in other comprehensive income from associated companies
43
(7)
47
-
Items that may be reclassified subsequently to income statement
2 694
599
2 660
2 027
Other comprehensive income, net of income tax
2 402
2 296
596
2 024
Total comprehensive income for the period
(129)
934
3 174
3 757
Attributable to:
(111)
1 058
Equity holders of the parent
155
1 714
(18)
2 116
Minority interests
779
2 043
Total comprehensive income for the period
(129)
934
3 174
3 757
4Q 4Q Year Year

*) See Note 4

1) In the fourth quarter 2014, the USD/NOK exchange rate changed from 6.42 to 7.41. Several subsidiaries in the Aker group have USD as their functional currency (Det norske, Ocean Yield, Aker BioMarine and Aker Philadelphia Shipyard), and the change in exchange rate therefore results in currency translation differences.

Consolidated balance sheet At 31.12 At 30.09 At 31.12 At 01.01
2014 2014 2013 2013
Amounts in NOK million Note Restated* Restated*
Assets
Non-current assets
Property, plant & equipment 11 45 901 29 200 25 874 23 167
Intangible assets 11 30 850 17 752 17 289 16 254
Deferred tax assets 912 2 096 2 082 1 256
Investment in equity accounted companies 1 502 1 347 1 321 1 119
Other shares 1 267 1 755 1 491 1 363
Interest-bearing long-term receivables 1 809 1 861 2 066 2 206
Calculated tax receivable - 847 - -
Other non-current assets 360 420 265 305
Total non-current assets 82 600 55 279 50 389 45 670
Current assets
Inventory, trade and other receivables 32 633 32 144 26 633 23 704
Calculated tax receivable 185 1 689 1 647 1 442
Interest-bearing short-term receivables 588 669 934 449
Cash and bank deposits 12 000 8 712 9 724 7 754
Total current assets 45 406 43 213 38 938 33 349
Assets classified as held for sale 13 906 779 4 417 -
Total assets 128 912 99 271 93 743 79 019
Equity and liabilities
Paid in capital 2 026 2 025 2 025 2 001
Retained earnings and other reserve 6 593 6 783 6 568 6 508
Total equity attributable to equity holders of the parent 8 8 618 8 809 8 593 8 509
Minority interest 22 631 22 785 19 910 19 122
Total equity 31 249 31 594 28 503 27 631
Non-current liabilities
Interest-bearing loans 9 40 469 28 057 25 214 18 416
Deferred tax liability 11 792 2 994 3 554 3 481
Provisions and other long-term liabilities 6 189 3 012 3 114 3 214
Total non-current liabilities 58 449 34 063 31 881 25 111
Current liabilities
Short-term interest-bearing debt 9 3 347 2 553 5 564 3 299
Tax payable, trade and other payables 35 816 31 021 26 620 22 978
Total current liabilities 39 163 33 574 32 184 26 277
Total liabilities 97 612 67 637 64 065 51 388
Liabilities classified as held for sale 13 51 40 1 176 -
Total equity and liabilities 128 912 99 271 93 743 79 019

*) See Note 4

Consolidated cash flow statement 4Q 4Q Year Year
2014 2013 2014 2013
Amounts in NOK million Note Restated* Restated*
Profit before tax (1 677) (705) (1 638) (347)
Depreciation and amortization 1 405 770 3 594 2 722
Other items and changes in other operating assets and liabilities 4 863 4 375 3 350 3 360
Net cash flow from operating activities 4 591 4 440 5 306 5 735
Proceeds from sales of property, plant and equipment 11 76 567 237 1 341
Proceeds from sale of shares and other equity investments 429 189 528 308
Disposals of subsidiary, net of cash disposed 1 256 (43) 7 071 4
Acquisition of subsidiary, net of cash acquired 5 (10 014) (78) (10 228) (1 241)
Acquisition of property, plant and equipment 11 (4 091) (2 973) (11 299) (9 608)
Acquisition of equity investments in other companies (25) (1 898) (187) (2 035)
Net cash flow from other investments 90 614 541 222
Net cash flow from investing activities (12 278) (3 623) (13 336) (11 009)
Proceeds from issuance of interest-bearing debt 9 19 084 2 467 28 532 14 733
Repayment of interest-bearing debt 9 (8 974) (3 136) (19 012) (6 625)
New equity 71 1 1 940 878
Own shares (128) 27 (157) 81
Dividends paid (160) (132) (2 151) (1 946)
Net cash flow from financing activities 9 892 (773) 9 152 7 120
Net change in cash and cash equivalents 2 205 44 1 122 1 846
Effects of changes in exchange rates on cash 1 083 9 1 154 125
Cash and cash equivalents at the beginning of the period 8 712 9 672 9 724 7 754
Cash and cash equivalents at end of period 12 000 9 724 12 000 9 724

*) See note 4

Consolidated statement of changes in equity

Total Total equity
translation of equity
Amounts in NOK million Total paid-in
capital
and other
reserves
Retained
earnings
holders of
the parent
Minority interests Total equity
Balance as at 31 December 2012 - as previously reported 2 001 (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 2 001 (565) 7 073 8 509 19 122 27 631
Profit for the year 2013 - - 759 759 975 1 734
Other comprehensive income - 966 (11) 955 1 069 2 024
Total comprehensive income - 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 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 23 - (795) (772) (1 080) (1 852)
Issuance of shares in subsidiary - - (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 2 025 401 6 167 8 593 19 910 28 503
Profit for the year 2014 - - (144) (144) 1 022 878
Other comprehensive income - 1 389 (187) 1 202 1 094 2 296
Total comprehensive income - 1 389 (331) 1 058 2 116 3 174
Dividends - - (940) (940) (1 211) (2 151)
Own shares - - 4 5 - 5
Subsidiary companies' acquisition of own shares - - (63) (63) (99) (162)
Total contributions and distributions - - (999) (998) (1 310) (2 308)
New minority, acquisition and sale of minority - - (27) (27) (41) (67)
Issuance of shares in subsidiary - - (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 2 026 1 790 4 803 8 618 22 631 31 249

*) See Note 4

Notes to the Aker condensed consolidated financial statements for the fourth quarter 2014

1. Introduction – Aker ASA

Aker ASA is a company domiciled in Norway. The condensed consolidated interim financial statements for the fourth quarter of 2014, ended 31 December 2014, comprise Aker ASA and its subsidiaries (together referred to as the "Group") and the Group's interests in associates and jointly controlled entities. As a consequence of the implementation of IFRS 10, Aker Solutions, Akastor and Kvaerner are now included as subsidiaries. See more about the change in the notes below, especially note 4.

The consolidated financial statements of the Group as at and for the year ended 31 December 2013 and quarterly reports are available at www.akerasa.com.

2. Statement of compliance

The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as endorsed by EU, and the Norwegian additional requirements in the Securities Trading Act. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2013. Please note that in those consolidated financial statements, (old) Aker Solutions and Kvaerner were considered associates under IAS 27 and hence not consolidated.

Due to the consequences of the implementation of IFRS 10 described in note 4, some information relevant in regard to Aker Solutions, Akastor and Kvaerner has been provided in the notes below as the information was not provided in the Aker ASA annual financial statements for 2013.

These condensed consolidated interim financial statements were approved by the Board of Directors on 26 February 2015.

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:

  • Implementation of IFRS 15 Revenue from Contracts with Customers is mandatory from 1 January 2017. The new standard is expected to impact Aker's financial statements, but the extent to which the standard will impact the revenue recognition has not yet been assessed. The core principle of the new Standard is for companies to recognise revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new Standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements.
  • The implementation of IFRS 9 Financial Instruments (mandatory from 1 January 2018) may result in certain amendments to the measurement and classification of financial instruments.

3. Significant accounting principles

The group has of 1 January 2014 implemented IFRS 10 Consolidated Financial statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosures of Interests in Other Entities, as well as amendments to the standards IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures. See note 4 for description.

The group's accounting principles are described in the Aker ASA annual financial statements for 2013. The implementation of IFRS 10 (see note 4) and the consolidation of Aker Solutions, Akastor and Kvaerner has not resulted in any material changes to the group's other accounting principles. However, due to the nature of the business in Aker Solutions, Akastor and Kvaerner, some accounting principles have been described in more detail. Updated descriptions of these accounting principles are provided below.

Presentation of investments in associates and jointly controlled entities

The purpose of the investment determines where the profits and losses arising from the investment are presented in the income statement. When entities are formed to share risk in executing a project or are closely related to Aker's operating activities, the share of the profit or loss is reported as part of Other income in operating profit. Share of the profit and loss of financial investments is reported as part of Financial items.

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. No reclassifications are made for years prior to the year a business is first classified as a held for sale or distribution.

Revenue recognition for 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 in line with expected recoverable costs only. 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. Losses on contracts are fully recognised when identified.

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 assets 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.

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. Such gains may result from the remeasurement of a 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 associated companies 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.

Investment property

Investment property is carried at its cost less accumulated depreciation and impairment losses.

4. Changes in accounting policies

IFRS 11 Joint Arrangements

The implementation of IFRS 11 did not have any material effect on the group financial statements.

IFRS12 Disclosures of Interests in Other Entities

The group expects to expand the note on subsidiaries, jointly controlled entities and associated companies with additional information.

IFRS 10 Consolidated Financial Statements – consolidation of Aker Solutions, Akastor and Kvaerner

As at the end of 2006, Aker ASA ("Aker") owned 50.1% 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% to 40.1%, 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% of the shares in AKH were sold to the Norwegian State (30%) and SAAB/Investor (10%). In 2011, Aker purchased 10% of the shares in AKH from SAAB/Investor, and since then has owned 70% of AKH, while the Norwegian State owns the remaining 30%. 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% of the shares in AKSO and 41.0% of the shares in Kværner ASA (Kvaerner). Following a transaction in November 2013, Aker also owned 6% of (Old) AKSO directly, giving Aker a "consolidated" ownership interest in AKSO of 46.3% as at 31 December 2013. In addition, Aker ASA in May 2014 acquired 0.3% in (Old) AKSO, bringing the "consolidated" ownership interest up to 46.6% 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 are 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.

Accounting under IAS 27

The investments in (Old) AKSO and Kvaerner were treated as associated companies, and pursuant to IAS 27 were recorded in accordance with the equity method in Aker's consolidated financial statements for 2013.

Since the implementation of IFRS in Europe in 2005, uncertainty has remained about whether the control assessment under IAS 27 shall be based on existing legal rights or whether "de facto control" must also be taken into consideration. In October 2005, the IASB issued a statement clarifying that IAS 27 is, in principle, intended to include de facto control. The statement is the only one the IASB has ever issued in this form, and is marked by the haste that surrounded the implementation of IFRS in Europe at that time. Since plans already existed at the time to issue an entirely new standard on consolidation (IFRS 10), the IASB statement was not followed by specific guidance. The statement was criticised, and in the autumn of 2006 the Federation of European

Accountants (FEE) asked the interpretation body IFRIC to provide concrete guidance to facilitate consistent practice in the area. No such interpretation was given.

Accordingly, during the period 2005 to 2013, companies have had to deal with the fact that the concept of de facto control exists under IAS 27, but have had great freedom to define their own accounting practice to implement this term. Practice has shown that very few companies have concluded that de facto control exists in cases involving an ownership interest smaller than 48% to 49%. In accordance with this practice, Aker's accounting principle has been that de facto control is deemed to exist only in highly marginal cases where the ownership interest is just below 50% and ownership is otherwise dispersed. This principle has led to the conclusion that the increase in Aker's ownership interest in AKSO to 46.3% as from the end of November 2013 does not imply de facto control in 2013 pursuant to IAS 27.

Accounting under IFRS 10

Unlike the practice under IAS 27, IFRS 10 is more focused on the financial realities than the size of the legal ownership interest. 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 de facto 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 de facto control over both AKSO, AKA and Kvaerner. Further, Aker has concluded that, based on an IFRS 10 assessment, this de facto 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.

Change of accounting principles for intangible assets – fishing licenses

As part of its supervision of listed companies, the Financial Supervisory Authority of Norway in 2013 performed a review 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 has changed its accounting principles for intangible assets in the form of depreciation of structural quotas. Aker has restated the consolidated accounts for 2013 accordingly. The yearly depreciation increases 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 is reduced with NOK 87 million compared to what is reported in the annual accounts for 2013.

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 Q4 2013 and the year 2013 are given below.

Income statement 4Q 2013 Year 2013

Amounts in NOK million As previously
reported
Changes in
principles
Restated As previously
reported
Changes in
principles
Restated
Operating revenues 1 990 14 609 16 599 8 086 53 296 61 382
Operating expenses (2 133) (13 405) (15 538) (7 801) (49 298) (57 099)
Operating profit before depreciation and amortization (143) 1 204 1 061 284 3 999 4 283
Depreciation and amortization (385) (385) (770) (1 415) (1 307) (2 722)
Impairment changes and non-recurring items (683) (21) (704) (836) (382) (1 218)
Operating profit (1 212) 798 (414) (1 967) 2 310 343
Net financial items (75) (179) (254) (310) (557) (867)
Share of earnings in associated companies 314 (351) (37) 979 (802) 177
Profit before tax (973) 268 (705) (1 297) 950 (347)
Income tax expense 925 (206) 719 2 129 (516) 1 613
Net profit/loss from continuing operations (48) 61 14 832 434 1 266
Discontinued operations:
Profit and gain on sale from discontinued operations, net of tax
- 325 325 - 468 468
Profit for the period (48) 386 338 832 902 1 734
Equity holders of the parent
Minority interests
7
(55)
(12)
398
(4)
343
791
41
(32)
934
759
975
Average number of shares outstanding (million) 72,3 72,3 72,3 72,3 72,3 72,3
Basic earnings and diluted earnings per share continuing business
(NOK)
0,10 (1,33) (1,23) 10,94 (2,30) 8,64
Basic earnings and diluted earnings per share (NOK) 0,10 (0,16) (0,06) 10,94 (0,45) 10,49
Statement of comprehensive income 4Q 2013 Year 2013
Amounts in NOK million As previously
reported
Changes in
principles
Restated As previously
reported
Changes in
principles
Restated
Profit for the period (48) 386 338 832 902 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) (19) 13 (6)
Defined benefit plan actuarial gains (losses) in associated companies 9 (6) 3 9 (6) 3
Items that will not be reclassified to income statement (10) 7 (3) (10) 7 (3)
Items that may be reclassified subsequently to income statement:
Changes in fair value of financial assets 79 47 126 346 49 395
Changes in fair value cash flow hedges (5) 138 133 (22) 291 269
Change in fair value of available for sale financial assets transferred
to profit and loss
(129) - (129) (145) - (145)
Currency translation differences 72 404 476 372 1 136 1 508
Change in other comprehensive income from associated companies 263 (269) (7) 632 (633) -
Items that may be reclassified subsequently to income statement 279 320 599 1 184 843 2 027
Other comprehensive income, net of income tax 269 327 596 1 174 850 2 024
Total comprehensive income for the period 221 713 934 2 006 1 752 3 757
Attributable to:
Equity holders of the parent 168 (13) 155 1 746 (32) 1 714
Minority interests 53 726 779 260 1 784 2 043

Aker ASA Fourth-quarter and preliminary annual results 2014

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 15 394 10 480 25 874 12 562 10 605 23 167
Intangible assets 7 637 9 652 17 289 7 802 8 451 16 254
Deferred tax assets 1 167 915 2 082 347 909 1 256
Investment in equity accounted companies 9 135 (7 814) 1 321 6 442 (5 323) 1 119
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 36 303 14 086 50 389 29 702 15 968 45 670
Inventory, trade and other receivables 2 249 24 383 26 633 2 089 21 614 23 704
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 5 834 3 890 9 724 5 471 2 283 7 754
Total current assets 9 955 28 983 38 938 8 871 24 478 33 349
Assets held for sale - 4 417 4 417 - - -
Total assets 46 257 47 486 93 743 38 573 40 446 79 019
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 10 119 9 791 19 910 9 350 9 772 19 122
Total equity 20 577 7 926 28 503 18 810 8 821 27 631
Interest-bearing loans 17 315 7 899 25 214 11 264 7 152 18 416
Deferred tax liabilities 1 478 2 076 3 554 1 652 1 829 3 481
Provisions and other long-term liabilities 1 994 1 120 3 114 2 019 1 195 3 214
Total non-current liabilities 20 786 11 095 31 881 14 935 10 176 25 111
Short-term interest-bearing debt 1 668 3 896 5 564 2 291 1 008 3 299
Tax payable, trade and other payables 3 226 23 394 26 620 2 537 20 441 22 978
Total current liabilities 4 894 27 290 32 184 4 828 21 449 26 277
Total liabilities 25 680 38 385 64 065 19 763 31 625 51 388
Liabilities held for sale - 1 176 1 176 - - -
Total equity and liabilities 46 257 47 486 93 743 38 573 40 446 79 019

Cash flow statement 4Q 2013 Year 2013

Amounts in NOK million As previously
reported
Changes in
principles
Restated As previously
reported
Changes in
principles
Restated
Profit before tax (973) 268 (705) (1 297) 950 (347)
Depreciation and amortization 385 385 770 1 415 1 307 2 722
Other items and changes in other operating assets and liabilities 1 572 2 803 4 375 2 553 807 3 360
Net cash flow from operating activities 984 3 455 4 440 2 671 3 064 5 735
Proceeds from sales of property, plant and equipment 128 439 567 926 415 1 341
Proceeds from sale of shares and other equity investments 140 49 189 259 49 308
Disposals of subsidiary, net of cash disposed (43) - (43) 4 - 4
Acquisition of subsidiary, net of cash acquired (105) 27 (78) (105) (1 136) (1 241)
Acquisition of property, plant and equipment (1 287) (1 686) (2 973) (5 972) (3 636) (9 608)
Acquisition of equity investments in other companies (1 899) - (1 899) (2 035) - (2 035)
Net cash flow from other investments 22 592 614 (43) 264 222
Net cash flow from investing activities (3 043) (579) (3 623) (6 965) (4 044) (11 009)
Net changes of interest-bearing debt 259 (928) (669) 4 827 3 281 8 108
New equity 2 (1) 1 877 1 878
Own shares (2) 29 27 (2) 83 81
Dividends paid (46) (87) (133) (1 127) (820) (1 946)
Net cash flow from financing activities 213 (987) (774) 4 575 2 545 7 120
Net change in cash and cash equivalents (1 846) 1 889 44 280 1 565 1 846
Effects of changes in exchange rates on cash 19 (11) 8 83 42 125
Cash and cash equivalents at the beginning of the period 7 661 2 011 9 672 5 471 2 283 7 754
Cash and cash equivalents at end of period 5 834 3 890 9 724 5 834 3 890 9 724

5. Acquisition of subsidiaries

On 15 October 2014, Aker's subsidiary Det norske 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 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 positive combination effects between Det norske and Marathon Oil Norge AS are mainly related to workforce synergies, financing and tax.

The acquisition date for accounting purposes corresponds to the finalization of the acquisition on 15 October 2014. The acquisition is regarded as a business combination and has been accounted for using the purchase price 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. Fair value is determined based on guidance in IFRS 13.

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 accounts payable 550
Other short-term receivables 473
Cash and cash equivalents 3 898
Total assets 19 560
Pension liabilities 80
Deferred tax liabilities 6 030
Abandonment provision 2 225
Provision for other liabilities 154
Trade creditors 17
Accrued public charges and indirect taxes 19
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

From the date of acquisition (15 October 2014) to 31 December 2014, Marathon Oil Norge AS contributed NOK 2.3 billion (USD 338 million) to group operating revenues and NOK 543 million (USD 79 million) to group profit (before impairment related to the acquisition, see note 12). If the acquisition had taken place at the beginning of the year, Aker group operating revenues 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:

  1. The ability to capture synergies that can be realized from managing a portfolio of both acquired and existing fields on the Norwegian Continental Shelf. The synergies are mainly related to the utilization of Det norske's tax losses carried forward against tax payable

in Marathon Oil Norway AS, as well as synergies from the workforce in the two organizations ("residual goodwill").

  1. The requirement to recognize 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. Licenses under development and licenses 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 licenses is therefore based on cash flows after tax. Nevertheless, in accordance with IAS 12 sections 15 and 24, 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 October
Goodwill as a result of deferred tax - technical goodwill 7 916
Goodwill related to synergies - residual goodwill 1 916
Total goodwill 9 832

None of the goodwill recognized will be deductible for income tax purposes.

6. Estimates

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

The most significant judgments made by management in preparing these condensed consolidated interim financial statements in applying the Group's accounting policies, and the key sources of estimation uncertainty, are the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2013.

Due to the implementation of IFRS 10 (see note 4) and the consolidation of Aker Solutions, Akastor and Kvaerner, some additional significant judgments and key sources of estimation uncertainty, that were not described in Aker's annual financial statements for 2013, are described below.

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.

The main uncertainty when assessing contract revenue is related to recoverable amounts from variation orders, claims and incentive payments which are recognised when, in the group's judgment, it is probable that they will result in revenue and are measurable. This assessment is adjusted by management's evaluation of liquidated damages to be imposed by customers typically relating to contractual delivery terms. In many projects there are frequent changes in scope of work resulting in a number of variation orders. Normally the contracts with customers include procedures for presentation of and agreement of variation orders. At any point in time, there will be unapproved variation orders and claims included in the project revenue where recovery is assessed as probable and other criteria are met. Even though management has extensive experience in assessing the outcome of such negotiations, uncertainties exist.

Remaining 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. Experience, systematic use of the project execution model and

focus on core competencies reduce, but do not eliminate, the risk that estimates may change significantly. A risk contingency is included in project cost based on the risk register that is prepared for every project.

Progress measurement based on costs has an inherent risk related to the cost estimate as described above. 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-by-project basis give approval of earlier recognition if cost estimates are certain, typically in situations of repeat projects, proven technology or proven execution model.

Warranties

A provision is made for expected warranty expenditures. The warranty period is normally two years. 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.

Property, plant and equipment and intangible assets At every balance sheet date, the group considers whether there are indications of impairment on the book values of long-term assets. If such indications exist, a valuation is performed to

assess whether or not the asset should be written down for impairment. Such valuations will often have to be based on estimates of future results for a number of cash generating units.

Fair value measurement of contingent and deferred consideration Contingent and deferred consideration resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. When the deferred and contingent consideration meets the definition of a derivative and thus, a financial liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value is based on discounted cashflows. The key assumptions take into consideration the probability of meeting each performance target and the discount factor.

7. Pension, tax and contingencies

Calculation of pension cost and liability is done annually by actuaries. In the interim financial reporting, pension costs and liabilities are based on the actuarial forecasts. Income tax expense is recognized in each interim period based on the best estimate of the expected annual income tax rates.

8. Share capital and equity

As of 31 December 2014 Aker ASA had issued 72 374 728 ordinary shares at a par value of NOK 28 per share. Total own shares were 28 788. Average outstanding number of shares is used in the calculation of earnings per share in all periods in 2013 and 2014. At year-end 2013, the board of directors suggested a dividend of NOK 13.00 per share for 2013, a total of NOK 940 million. The dividend distribution was approved at the Annual General Meeting in April 2014 and was paid in the same month.

9. Interest-bearing debt

Material changes in interest-bearing debt (short term and long term) during 2014:

Amounts in NOK million At 3rd
Quarter
Changes 4th
Quarter
At 4th
Quarter
Balance at 1 January 2014 18 983 - 18 983
Aker Solutions/Akastor and Kvaerner 11 795 - 11 795
Balance at 1 January 2014 - Restated 30 778 - 30 778
Bond loans in Ocean Yield ASA 1 001 - 1 001
Drawn Reserve Based Lending Facility in Det norske 17 532 17 532
Drawn bank facility in Ocean Yield ASA 946 837 1 783
Drawn exploration facility in NOK in Det norske 700 - 700
Drawn revolving credit facility in Det norske 1 663 - 1 663
Bond loan in SEK in Aker ASA and holding companies 1 427 - 1 427
Drawn bank facility in Akastor/Aker Solutions 2 747 1 023 3 770
Establishment fee, other new loans and change in credit facilities 965 (308) 656
Total funds from issuance of long-term and short-term debt
(excl. construction loans)
9 448 19 084 28 532
Repayment revolving credit facility in Det norske (1 091) (2 779) (3 870)
Repayment Reserve Based Lending Facility in Det norske - (4 063) (4 063)
Repayment of loans in Akastor/Aker Solutions (7 586) (10) (7 596)
Repayment of bond loan in Ocean Yield (644) - (644)
Repayment of Aker Floating Production bank loan (377) (107) (484)
Other repayments (340) (2 015) (2 355)
Total repayments of long-term and short-term debt (excl.
construction loan)
(10 038) (8 974) (19 012)
Exchange rates differences and other changes 421 3 096 3 517
Balance at end of period 30 610 13 206 43 816
Balance at end of period is allocated on short-term and long-term items as follows:
Long-term loan 28 057 12 412 40 469
Short-term debt inclusive construction loan 2 553 794 3 347
Balance at end of period 30 610 13 206 43 816

10. Operating segments

Aker identifies segments based on the group's management and internal reporting structure. Aker's investment portfolio is comprised of two segments: Industrial Holdings and Financial Investments.

Recognition and measurement applied in the segment reporting are consistent with the accounting policies in the condensed consolidated interim financial statements.

Operating revenues
--------------------
4Q 4Q Year Year
Amounts in NOK million 2014 2013 2014 2013
Industrial holdings
Aker Solutions 9 155 7 548 32 971 29 058
Akastor 5 326 5 078 21 432 18 448
Det norske oljeselskap 2 437 254 3 162 944
Ocean Yield 427 367 1 570 1 404
Aker BioMarine 1) 160 140 703 689
Kvaerner 3 591 3 939 13 945 12 960
Havfisk 314 260 1 049 779
Eliminations and restatements (1 763) (1 916) (7 681) (7 197)
Total industrial holdings 19 647 15 670 67 151 57 085
Financial investments
Converto Capital Fund 2) 1 076 887 3 653 3 964
Financial investments, other assets and eliminations (139) 42 (22) 333
Total financial investments 937 929 3 631 4 297
Aker group 20 585 16 599 70 782 61 382
Profit before tax
4Q 4Q Year Year
Amounts in NOK million 2014 2013 2014 2013
Industrial holdings
Aker Solutions 476 463 1 817 1 577
Akastor (498) 116 (1 653) (242)
Det norske oljeselskap (1 619) (1 288) (2 711) (2 545)
Ocean Yield 197 130 652 464
Aker BioMarine 1) (71) (108) (109) (111)
Kvaerner (166) 54 329 399
Havfisk 25 (108) 65 (103)
Eliminations and restatements (260) (6) (618) (109)
Total industrial holdings (1 917) (747) (2 227) (671)
Financial investments
Converto Capital Fund 2) 14 97 489 451
Financial investments, other assets and eliminations 226 (55) 100 (127)
Total financial investments 240 42 590 324
Aker group (1 677) (705) (1 638) (347)

1) Note to comparative figures for Aker BioMarine: Aker BioMarine has started certain initial processes as part of a preparation for a potential future listing. As a result of these processes, Aker BioMarine has restated their financial reporting for 2013. Although the effects on the full-year 2013 have been determined, Aker BioMarine has not determined the 2013 quarterly effects.

The Aker BioMarine figures above for 4Q 2013 have therefore not been restated.

2) Consolidated companies owned by Converto Capital Fund.

11. Property, plant and equipment and intangible assets

Material changes in property, plant and equipment and intangible assets during 2014:

Property,
plant and Intangible
Amounts in NOK million equipment assets Total
Balance at 1 January 2014 15 394 7 637 23 031
Effect consolidation Aker Solutions and Kvaerner 10 480 9 756 20 236
Effect Havfisk - (105) (105)
Balance at 1 January 2014 - Restated 25 874 17 289 43 163
Proceeds from sales of property plant and equipment in Det norske (2) - (2)
Other proceeds from sales of property plant and equipment (181) - (181)
Proceeds from sales of intangible assets - (54) (54)
Total proceeds (183) (54) (237)
Acquisition of property, plant and equipment in Det norske 3 663 - 3 663
Acquisition of exploration expenses and other intangibles in Det
norske - 1 361 1 361
Acquisition in Akastor/Aker Solutions 1 594 835 2 429
Other acquisitions 4 441 42 4 483
Acquisition of property, plant and intangible assets 1) 9 698 2 238 11 936
Aquisition and sale of subsidiaries (note 5) 9 470 13 483 22 953
Depreciation and amortization (3 192) (403) (3 594)
Impairment (1 053) (3 079) (4 132)
Reclassification 559 (559) -
Expensed capitalised wells - (624) (624)
Exchange rates differences and other changes 4 728 2 558 7 286
Balance at end of period 45 901 30 850 76 751

1) Including capitalized interest, license swaps effects in Det norske, removal and decommissioning costs in Det norske and other accruals 296 342 637

12. Impairment charges

Impairment charges and non-recurring items in 2014 amount to NOK 4 091 million.

In the second quarter the vessels Skandi Aker and Aker Wayfarer were written down with of NOK 951 million. The impairments were calculated based on value-in-use. WACC of 9.16 per cent was used in the calculations. The impairments were based on revised business cases after the cancelation in June by Total in Angola of a two-year contract for the Skandi Aker vessel, as well as for the time being a generally weaker market for using vessels for deepwater light well intervention.

In the fourth quarter, Det norske oljeselskap wrote down technical goodwill related to the acquisition of Marathon Oil Norge AS of NOK 2 524 million. The main reason for the impairment charge is the decreased oil price assumptions from the acquisition date 15 October to 31 December 2014. In addition, deferred tax on the asset values recognized in relation to the acquisition, decreased during 4Q as a result of depreciation of these assets. When deferred tax from the initial recognition decreases, more goodwill is exposed for impairment. Hence, Det norske oljeselskap expects additional impairment charges going forward, as a result of the depreciation of the asset values on Alvheim CGU. See also note 5.

Also in the fourth quarter, Kvaerner wrote down goodwill related to the business area Contractors International of NOK 266 million.

13. 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 optimize 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.

Results from discontinued operations

Year 2014 Year 2013
Amounts in NOK million Akastor Kvaerner Elim. Total Akastor Kvaerner Elim. Total
Operating revenues 24 007 4 (23 876) 135 32 403 1 362 (28 965) 4 800
Operating expenses (22 428) (121) 22 313 (236) (30 547) (1 398) 27 489 (4 456)
Financial items (118) - 118 - (12) - 2 (10)
Profit before tax 1 461 (117) (1 445) (101) 1 844 (37) (1 474) 333
Tax expense (433) 21 429 17 (482) (29) 374 (137)
Net profit from operating activities 1 028 (96) (1 016) (83) 1 362 (66) (1 100) 196
Gain on sale of discontinued operations 2 848 - (118) 2 730 - 272 - 272
Tax expense on gain on sale of discontinued operations 4 - - 4 - - - -
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

4Q Year
Amounts in NOK 2014 2013 2014 2013
Basic earnings per share from discontinued operations (0,40) 1,17 12,15 1,85
Diluted earnings per share from discontinued operations (0,40) 1,17 12,15 1,85

Cash flow from discontinued operations

Amounts in NOK million Akastor Kvaerner Elim. Total Akastor Kvaerner Elim. Total
Net cash from operating activates 650 (154) (588) (92) 3 070 45 (2 601) 514
Net cash from investing/financing 4 569 122 882 5 573 (2 168) (317) 1 868 (617)
Effect on cash flow 5 219 (32) 294 5 481 902 (272) (733) (103)
Consideration received and cash demerger 4 647 - 1 064 5 711 599 599
Cash and cash equivalents disposed of (258) - - (258) (223) (223)
Net cash inflow 4 389 - 1 064 5 453 - 376 - 376

14. Transactions and agreements with related parties

Ocean Yield ASA, a 73.2 per cent owned subsidiary of Aker ASA, agreed in the May 2014 to acquire two Pure Car Truck Carriers (PCTC) of 4 900 car capacity with long-term bareboat charters to Höegh Autoliners ("Höegh"). The vessels, which were built in 2010, was delivered to Ocean Yield in June 2014 and will from delivery be chartered to Höegh for a period of 8 years. The agreements were entered into by the board of Ocean Yield. Director of Aker ASA Leif O. Høegh serves as Chairman of Höegh Autoliners.

On 12 August 2014 - Fornebuporten AS, a subsidiary of Aker ASA, has entered into a long-term lease agreement with Aker Solutions ASA for the offices being built in the first phase development of the Aberdeen International Business Park. The contract is for three interconnected buildings with a total space of 31,100 square meters (334,713 square feet). Aker Solutions has undertaken 20-year leases on each of the three buildings with a combined initial rent of GBP 7.74 million (c. NOK 82 million) per annum. The buildings are designed to accommodate about 2,400 employees and are scheduled for completion in March 2015.

See also note 37 in the group annual accounts for 2013.

15. Transactions with minority interests

In the first quarter 2014 Aker Philadelphia Shipyard issued 2.41 million new shares priced at NOK 165 per shares, 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% to 6.3% and reduced minority interests with NOK 58 million.

In the third quarter 2014 Aker Philadelphia Shipyard purchased own shares reducing minority interests with NOK 30 million.

Year 2014 Year 2013

In the third quarter 2014 Det norske 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 fourth quarter 2014 Aker Philadelphia Shipyard purchased own shares reducing minority interests with NOK 35 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%. The transaction increased minority interests with NOK 73 million.

16. 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 has not succeeded in reaching an agreement about the unitization with the other Johan Sverdrup partners. Thus, the other partners have asked the Ministry of Petroleum and Energy to conclude on the final unitization 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 11.8933 per cent share in the Johan Sverdrup unit.