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DFDS Annual Report 2015

Feb 26, 2016

3361_10-k_2016-02-26_42246b33-b660-4b95-9f39-60f204e75331.pdf

Annual Report

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DFDS ANNUAL REPORT 2015

2,041m RECORD EBITDA OF DKK ACHIEVED IN 2015

RETURN ON INVESTED CAPITAL INCREASED TO 13.7%

DISTRIBUTION TO SHAREHOLDERS OF DKK M PLANNED FOR 2016 950

CONTENTS

DFDS provides shipping and transport services in Europe and has an ANNUAL REVENUE OF MORE THAN DKK 13 BILLION.

To OVER 8,000 FREIGHT CUSTOMERS, we deliver high performance and superior reliability through shipping and port terminal services, and transport and logistics solutions.

For MORE THAN SIX MILLION PASSENGERS, many travelling in their own cars, we provide safe overnight and short sea ferry services.

We have 6,600 EMPLOYEES spread across offices in 20 countries. DFDS was established in 1866, is headquartered in Copenhagen and is LISTED ON NASDAQ COPENHAGEN.

DFDS GROUP
PEOPLE & SHIPS / FINANCE
SHIPPING DIVISION LOGISTICS DIVISION
• Shipping services for
Door-to-door transport
freight and passengers solutions
• Bespoke industry solutions
Contract logistics, including
• Port terminal services warehousing services
REVENUE 2015 PER DIVISION
(DKK bn)
EBITDA 2015 PER DIVISION
(DKK bn)
INVESTED CAPITAL 2015 PER DIVISION
(DKK bn)
16 2,5 9
14 2,0 8
12 1,5 7
10 1,0 6
8 0,5 5
6 0,0 4
4 -0,5 3
2 2
0 1
-2 SHIPPING DIVISION
LOGISTICS DIVISION
0
ELIMINATIONS AND OTHERS -1

FINANCIAL CALENDER 2016

Annual General Meeting

31 March 2016 at 14:00 Radisson SAS Falconer Hotel and Conference Centre Falkoner Allé 9 DK-2000 Frederiksberg, Denmark

Reporting 2016 Q1, 12 May Q2, 18 August Q3, 15 November

KEY FINANCIAL RESULTS OF 2015

Revenue increased by 5% to DKK 13.5bn EBITDA1 increased by 42% to DKK 2,041m Return on invested capital1 increased to 13.7% Financial leverage2 decreased to 0.9x at year-end

PALDISKI

KOTKA

RIGA

VENTSPILS

MALMO MOSCOW

KLAIPEDA

KALININGRAD

LIEPAJA

LIVERPOOL

DAVENTRY

PAIGNTON

AVONMOUTH

NEWHAVEN

PETERBOROUGH GRIMSBY

IMMINGHAM

FELIXSTOWE

NEWCASTLE ROSYTH

GRANGEMOUTH

ABERDEEN

LARKHALL BELLSHILL FORT WILLIAM

DIEPPE CALAIS DUNKIRK DOVER

PARIS

GREENOCK

BELFAST

DUBLIN

BILBAO

VALENCIA

CORK

BALLINA

WATERFORD

NEWLYN

KRISTIANSSAND

BREMERHAVEN HAMBURG

KIEL

VERONA

AMSTERDAM(IJMUIDEN)

CUXHAVEN

TUNIS

ESBJERG

TAULOV

ZEEBRUGGE

BRUGGE BOULOGNE SUR MER

MARSEILLE

NOVARA FAGNANO (VA) BUSTO

GHENT

ANTWERP ROTTERDAM (VLAARDINGEN) BREVIK LARVIK

MOSS STAVANGER HAUGESUND OSLO BERGEN FLORØ ÅLESUND

FREDERIKSTAD

GOTHENBURG

KARLSHAMN

BARI

VASTERAS STOCKHOLM

KAPELLSKÄR

HALDEN

COPENHAGEN FREDERICIA

LÜBECK

TRONDHEIM

BODØ

RELIABLE SHIPPING SERVICES, FLEXIBLE TRANSPORT SOLUTIONS

Freight shipping services and solutions

DFDS' routes are ideally located for servicing the freight volumes of forwarders, hauliers and manufacturers of heavy industrial goods.

Our routes operate to fixed, frequent schedules, allowing customers to efficiently meet their transport service needs. Visibility is enhanced by access to online tracking of shipments.

We also develop and provide bespoke shipping logistics solutions in partnership with manufacturers of heavy goods such as automobiles, steel, paper and forest products, and chemicals.

Own port terminals are operated in strategic locations offering port terminal and warehousing services.

Transport and logistics solutions

We provide flexible, cost efficient and on-time, door-door transport solutions to producers of a wide variety of consumer and industrial goods.

Our solutions are supported by a European network of road, rail and container carriers and, not least, DFDS' network of ferry shipping routes.

The main activity is solutions for full- and partloads, both ambient and temperature-controlled.

In partnership with retailers and manufacturers, we develop and provide performance enhancing and cost efficient logistics solutions, including warehousing services and just-in-time concepts.

Passenger ferry services

DFDS' route network offers both overnight and short crossings. Passenger cars are transported on all routes.

The onboard facilities are adapted to each route's particular mix of passengers and their requirements for enjoying maritime travel.

Key facts 2015

  • 80% of total revenues are generated by freight customers and 20% by passengers
  • 31 million lane metres of freight carried
  • 6 million passengers carried
  • Our largest freight ships carry 370 trailers per sailing
  • Our largest passenger ships carry 2,000 passengers per sailing
  • PORTS OF CALL AND
  • SALES OFFICES
  • LOGISTICS OFFICES
  • RAIL TRANSPORT

ILYICHEVSK

MINSK

ST. PETERSBURG UST-LUGA

ALMA-ATA >

Delivering high performance and superior reliability – whatever we carry. Our people understand Our vision

your needs and are committed to your succes

The vision reflects our commitment to continuous improvement and being a truly customer focused and customer driven company

7

Our strategy and financial performance goal

DFDS' strategy is based on four drivers:

    1. The DFDS Way: Customer focus and continuous improvement
    1. Network strength: Expand network to leverage operating model
    1. Integrated shipping and logistics operations: Working together to optimise capacity utilisation
    1. Financial strength and performance: Reliable, flexible long-term partner

DFDS' goal for financial performance is a return on invested capital (ROIC) of at least 10% over a business cycle.

Our priorities

  • People succession planning, talent programme and expanded transformation office
  • Fleet strategy strategy development and renewal decisions
  • Digitisation business model development and implementation of next initiatives
  • Market coverage gain synergies from expansion of route network and logistics activities through acquisitions
  • The DFDS Way further development of operating model
  • Financial performance continue from new higher level

KEY FIGURES

KEY FIGURES

DKK m 2015
EUR m 1
2015 2014 2013 2012 2011 2
Income statement
Revenue 1,805 13,473 12,779 12,097 11,700 11,625
• Shipping Division 1,216 9,071 8,733 8,530 8,015 7,798
• Logistics Division 675 5,034 4,625 4,183 4,259 4,330
• Non-allocated items and eliminations -86 -631 -579 -616 -574 -503
Operating profit before depreciations (EBITDA)
and special items 273 2,041 1,433 1,213 1,089 1,495
• Shipping Division 255 1,906 1,309 1,148 992 1,416
• Logistics Division 31 234 200 149 141 171
• Non-allocated items -13 -99 -76 -84 -44 -92
Profit on disposal of non-current assets, net 1 5 9 6 6 26
Operating profit (EBIT) before special items 161 1,199 695 503 418 835
Special items, net -5 -36 -70 -17 -124 91
Operating profit (EBIT) 156 1,164 626 486 295 925
Financial items, net -16 -121 -124 -136 -149 -183
Profit before tax 140 1,043 502 350 146 742
Profit for the year 136 1,011 434 327 143 735
Profit for the year excluding non-controling
interest 136 1,011 435 325 144 731
Capital
Total assets 1,695 12,646 12,249 12,311 12,313 12,795
DFDS A/S' share of equity 868 6,480 6,076 6,263 6,882 6,906
Equity 875 6,530 6,127 6,318 6,936 6,964
Net-interest-bearing debt 3 238 1,773 2,467 2,189 1,929 2,555
Invested capital, end of period 3 1,121 8,363 8,633 8,555 8,896 9,564
Invested capital, average 3 1,144 8,535 8,578 8,633 9,207 9,691
Average number of employees - 6,616 6,363 5,930 5,239 5,096

KEY FIGURES

DKK m 2015
EUR m 1
2015 2014 2013 2012 2011 2
Cash flows
Cash flows from operating activities, before
financial items and after tax 296 2,207 1,398 1,501 905 1,419
Cash flows from investing activities -76 -571 -1,069 -943 239 219
Acquistion of enterprises and activities -1 -7 -85 -99 -5 -8
Other investments, net -76 -564 -984 -844 244 227
Free cash flow 219 1,637 329 558 1,144 1,638
Key operating and return ratios
Number of ships 54 53 57 49 49
Revenue growth, % 5.4 5.6 3.4 0.6 17.8
EBITDA margin, % 15.1 11.2 10.0 9.3 12.9
Operating margin, % 8.9 5.4 4.2 3.6 7.2
Revenue/invested capital average, (times) 1.6 1.5 1.4 1.3 1.2
Return on invested capital (ROIC), % 13.3 7.2 5.7 3.4 9.0
ROIC before special items, % 13.7 8.0 5.8 4.5 7.7
Return on equity, % 16.1 7.1 4.9 2.1 11.0
Key capital and per share ratios
Equity ratio, % 51.6 50.0 51.3 56.3 54.4
Net-interest-bearing debt/EBITDA, times 0.9 1.7 1.8 1.8 1.7
Earnings per share (EPS), DKK 4 16.8 7.0 4.7 2.0 10.0
Dividend paid per share, DKK 4 5.4 2.8 2.8 2.8 1.6
Number of shares, end of period, '000 4 61,500 63,250 74,280 74,280 74,280
Weighted average number of circulating shares, '000 4 60,067 62,246 69,660 72,517 73,163
Share price, DKK 4 267.0 118.2 87.4 51.1 71.0
Market value, DKK m 15,840 7,177 5,559 3,706 5,149

1 Applied exchange rate for euro as of 31 December 2015: 7.4625

2 The key figures for 2011 have not been restated in accordance with the amendments to IAS 19 'Emloyee benefits'applied in 2013. 3 As from 2015 the fair value of cross currency derivatives on bond loans (DKK -274m) forms part of Net-interest-bearing debt as

these by nature are closely related to the interest-bearing debt. In previous years they were part of non-interest-bearing items. The comparative figures have not been restated. The fair value of cross currency derivatives on bond loans in the comparative years are 2014: DKK -221m, 2013: DKK -138m, 2012: DKK 15m and 2011: DKK 0.

4 Comparative figures have been restated to reflect the change of the nominal share value from DKK 100 to DKK 20 through a share split of 1:5 made in September 2015.

MANAGEMENT REPORT

2015 was a record year for DFDS. Our aim is now to raise performance further. Improving customer satisfaction and efficiency remain strategic priorities

  • EBITDA increased by 42% to DKK 2,041m
  • Result boosted by reduction of Channel overcapacity
  • High organic volume growth achieved
  • ROIC increased to 13.7%
  • Distribution of DKK 727m to shareholders

Record financial performance

Investment in customer focus and the continuous pursuit of operating efficiency enabled DFDS to benefit from growth in key markets and achieve a record profit before tax of DKK 1,043m in 2015, an increase of 108% compared to 2014.

Strong organic revenue growth of 7% was achieved in 2015 as freight shipping volumes increased by 7% and the number of passengers by 8%, all adjusted for route closures and acquisitions in 2014. The growth was underpinned by the recovery of economies in northern Europe, particularly the UK, as well as the reduction of the structural overcapacity on the Channel at the end of June.

Reported revenue for the year increased by 5% to DKK 13.5bn in line with the latest expectations.

Operating profit before depreciation (EBITDA) and special items was DKK 2,041m, an increase of 42% compared to 2014. The result was in line with the most recent expectations of an EBITDA before special items of DKK 2,000-2,100m.

The Shipping Division's EBITDA before special items increased by 46% to DKK 1,906m while the Logistics Division's EBITDA before special items increased by 17% to DKK 234m.

The Group's free cash flow was positive by DKK 1,637m after net investments of DKK 571m.

Financial leverage was reduced in 2015 as EBITDA increased and debt decreased. The ratio of net-interest-bearing debt (NIBD) to operating profit (EBITDA) before special items was 0.9 at year-end. The equity ratio was 52% at the end of 2015 compared to 50% in 2014.

The average number of employees increased by 4% to 6,616 in 2015. Most of the increase was due to the full-year impact of an acquisition and other new activities.

Important events in 2015

The most important events of the year are shown in a table on page 12, divided into three sections: business development and competition; operations and finance; and people and environment.

KEY FIGURES FOR THE DFDS GROUP

DKK m 2015 2014 2013
Revenue 13,473 12,779 12,097
EBITDA* 2,041 1,433 1,213
Profit before tax* 1,079 571 367
Free cash flow, FCFF 1,637 329 558
Invested capital, end of year 8,363 8,633 8,555
Net interest-bearing debt/EBITDA*, times 0.9 1.7 1.8
Return on invested capital*, % 13.7 8.0 5.8
Number of employees, average 6,616 6,363 5,930

* Before special items

BUSINESS DEVELOPMENT AND COMPETITION

Channel's structural overcapacity resolved

The structural overcapacity on the Dover Strait was finally resolved on 29 June 2015 when MyFerryLink, a part of the Eurotunnel Group, stopped its operation of three ferries between Dover and Calais following a decision by Eurotunnel earlier in Q2 to exit ferry operations and divest MyFerryLink. This reduced the number of ferries operated between Dover and Calais from ten to seven, two of which were operated by DFDS.

Following Eurotunnel's decision to exit ferry operations, DFDS and Eurotunnel entered into long-term bareboat charter agreements for the ferries Côte des Dunes and Côte des Flandres on 22 June 2015. The charter agreements are finance leases and the ferries will accordingly be recognised as noncurrent assets once agreements commence.

The first ferry was deployed on Dover-Calais on 9 February 2016 followed by the second ferry on 23 February 2016. Following the deployment of the two chartered ferries, DFDS operates a total of six ferries out of Dover to Calais and Dunkirk respectively, with three ferries on each route. The additional frequency and capacity of the operational set-up enhances DFDS' offering to both freight customers and passengers.

Major changes to route network

The closure of three routes (Esbjerg-Harwich, Gothenburg-Tilbury, Portsmouth-Le Havre) and the suspension of one route (Travemünde-Klaipeda) in 2014 increased the utilisation of the continuing route network as some volumes were transferred to existing routes.

OPERATIONS AND FINANCE

Transition to new sulphur rules

With effect from 1 January 2015, a new set of rules limited the allowed sulphur content in ship's fuel to 0.1% from the previous limit of 1.0% in SECAs (Sulphur Emission Control Areas).

These areas include the Baltic Sea, the North Sea and the English Channel, all primary market areas of DFDS.

The transition to the new rules went smoothly as there was widespread acceptance among market participants of the new, more environmentally friendly regime. In addition, the transition to the more expensive MGO fuel (marine gas oil) was mitigated by the drop in the oil price that started in 2014 and continued in 2015.

Successful scrubber strategy

By the end of 2015, DFDS had installed 17 scrubbers totalling an investment of DKK 568m. A scrubber installation removes sulphur dioxide from ships' exhaust gases and thus allows for the use of lower cost fuels with a higher sulphur content. Due to the price spread between MGO and lower cost fuels, the financial return target of the scrubber strategy was achieved in 2015.

Customer Focus Initiative (CFI)

The aim of DFDS' Customer Focus Initiative (CFI) is to increase customer satisfaction and grow revenues through improved customer retention and acquisition.

The impact of CFI is measured by an annual survey of customer satisfaction as reported in the table on this page. Progress was achieved in each of the three overall customer segments: freight shipping, transport and logistics solutions, and passenger services.

The score for freight shipping services increased despite a large drop in the score for the two routes out of Dover due to the disruption of schedules caused by industrial actions and migrant issues. This was, however, more than balanced by higher scores on most other routes.

The score for transport and logistics solutions likewise increased as service levels improved, particularly in Scotland, following the integration of an acquisition in 2014, and in Northern Ireland where operational efficiency was enhanced in 2015.

The number of freight locations that received a score of excellent (NPS of 50 or above) from customers increased to 26% from 22%, while 45% received a score of very good (NPS of 30 or above) up from 42%.

On a scale from 1 to 10 passengers awarded a score of 7.6 points on a level with 2014. 44% of the guests awarded top points 9-10 and are characterized as ambassadors. This was an increase of one percentage point compared to 2014. The proportion providing 10 points has increased from 2012 to 2015 by five percentage points.

The CFI continued in 2015 to provide valuable insights about where and how to improve customer services, making it an important part of DFDS' drive for continuous improvement.

CUSTOMER SATISFACTION SCORES

CSAT1 NPS2 SCALE
2015 2014 2015 2014
Very
Freight shipping services 8.1 8.0 39 38 good
Transport and logistics solutions 7.8 7.7 19 17 Good
Passenger services 7.6 7.6 23 20 Good

1 CSAT asks customers "How would you rate the overall performance, products and services of DFDS?" and is measured on a 10-point scale (1-Not satisfied at all; 10-Fully satisfied)

2 NPS asks customers "How likely would you be to recommend the products/services of DFDS?" on a 10-point scale (1- Not at all likely; 10-Extremely likely). The NPS is an aggregate score created by subtracting the percentage of detractors (those who gave scores from 1 to 6) from the percentage of promoters (those who gave scores of 9 and 10)

Efficiency and improvement projects

The pursuit of continuous improvement through targeted efficiency and improvement projects was focused on four main projects in 2015:

  • Carpe Diem: Optimisation of operations on board the four passenger ferries on Copenhagen-Oslo and Amsterdam-Newcastle. Focus was on increased on board sales, performance management, staff upsell training, and stock level optimization
  • Light Capital: The project Light Capital enabled a release of DKK 149m of cash during 2015. In total, the project has since the launch in 2013 reduced cash tied up in working capital by DKK 475m

  • ONE Finance: Establishment of a groupwide shared finance service centre in Poland. Following the completion of migration and organisational changes in 2014, the targeted process improvements and efficiency gains were achieved by the end of 2015

  • Project 150: In 2015, a target of achieving an additional improvement of operating profit (EBIT) by DKK 50m through procurement efficiencies was added to Project 100. The project in 2015 achieved run rate improvements of DKK 80m with full financial impact in 2016

In 2016, new goals have been set for Light Capital, ONE Finance and Project 150. In addition, several projects will be added targeting digitisation, the shipping sales organisation and structure, profit enhancement in two Logistics activities and reduction of haulage costs.

IMPORTANT EVENTS 2015

BUSINESS DEVELOPMENT AND COMPETITION OPERATION AND FINANCE PEOPLE AND ENVIRONMENT
January • Logistics extends network to Spain/Portugal with establishment of
company in cooperation with the Spanish transport group Suardiaz
• New ship chartered for deployment on Dover-Calais in April following
the redelivery of a chartered ship in November 2014
• Inhouse bunker department established to extract further cost savings
February • Logistics further extends network by opening a new office in Prague,
Czech Republic
• Sideport and container ship on external charter ran aground in Scot
land. Ship was subsequently scrapped
March • Logistics takes over cross-docking activities in Arendal, Gothenburg,
from Volvo Group Logistics Services
• Marine wildlife centre opened in association with wildlife charity
ORCA on King Seaways, deployed on Amsterdam-Newcastle
• Logistics wins contract, effective from November, with Nissan to pro
vide logistics services between Germany and England related to the
production of a new car
April • Ro-ro freight ship Flandria Seaways sold to Mexican shipping com
pany
• DFDS signs up for UN Global Compact
• Inhouse rail competence centre established to further develop rail so
lutions for customers
• New share buy-back programme of DKK 300m
May • Logistics contract with Volvo Cars expanded to a third shift in Gothen
burg
• Majority of Klaipeda port calls moved to new port terminal, Klaipeda
Central Terminal
• Whistleblower system established to facilitate reporting by employ
ees, customers and other stakeholders of violations
• ARK Futura's crew receive medals from the Danish Defence for partici
pating in the removal of chemical weapons from Syria
June • Charter contracts for Eurotunnel's two Channel ferries signed
• Industrial actions block the Port of Calais in parts of June
• MyFerryLink stops sailing on Dover-Calais
July • Industrial actions block DFDS' sailings on Dover-Calais in most of July
August • Milestone financial goal of a ROIC of at least 10% is achieved
• Stock split 1:5 announced
• Inhouse Digital department established to accelerate the development
of digital customer services and presence
• Semi-annual payment of dividends announced going forward • Danish Community Awards hosted by DFDS on Pearl Seaways
• Extraordinary dividend of DKK 1.8 per share announced
September • New logistics contracts entered into with Magnavale in England to
provide temperature-controlled logistics services
• Extraordinary general meeting approves cancellation of 1,750,000
shares
• Route between Russia and Germany converted to a slot charter agree
ment with Finnlines
October • Project Toplight launched to adapt freight shipping agency services to
a digital future and standardise business processes
November • 22 talents selected for new talent development programme, Horizon
• Bearing employee survey completed with 79% participation
December • Two-year extension of contract to operate Newhaven-Dieppe agreed
with SMPAT
• Chilled warehouse extended in Larkhall by 8,000 m2 • Niels Smedegaard takes over as chair of ECSA (European Community
Shipowners' Associations)

IT and digital

The digitisation of business processes was accelerated in 2015 with the establishment of a Group digital support function. A number of projects were launched, including a new responsive web foundation adapted to all platforms, e.g. smartphones, tablets and PCs. To make it easier for customers to access freight systems, a beta version of a mobile app was launched.

To improve passenger handling, self-service check-in kiosks were developed and implemented on the Copenhagen-Oslo route. During 2015, preparations for the implementation of the Seabook passenger system on the two major passenger routes, Copenhagen-Oslo and Amsterdam-Newcastle, continued with a view to launch at the end of 2016. This will consolidate all passenger activities on the same reservation system and replace the current system.

A new point-of-sales system was selected and implemented on all Baltic routes in 2015. The system will be implemented on the Channel routes during 2016, and on Copenhagen-Oslo and Amsterdam-Newcastle during 2017. A new CRM-system is scheduled to be implemented in 2016.

The Transport Management System, Velocity, was successfully implemented in Brugge, Belfast and Grimsby (formerly Quayside), and the development of a transport planning module was completed. Further features are being developed to prepare for a comprehensive implementation across Logistics' unaccompanied activities during 2016.

PEOPLE AND ENVIRONMENT

Employees

DFDS' HR activities aim to support people as well as business units in making the right decisions with regard to recruitment, employee and management development, talent spotting, performance management, compensation and benefits as well as organisational efficiency. More information about employees and HR management is available from DFDS' CR report, www.dfdsgroup.com/cr_report

CFI – sales training and DFDS Way of Selling

As part of CFI, a sales training programme for all sales people, direct sales and customer service, was developed and implemented from year-end 2013. At the end of 2015 more than 300 sales people had completed the programme and started an 18 months certification included in the second phase of the programme. The certification ensures implementation of essential tools and tracking of documented sales accomplishments.

New shipping emission target

After previously achieving a 10% reduction of the bunker consumption over a five year period, a new target of a 5% reduction has been set to be achieved by in 2017. Shipping emissions amount to 97% of DFDS' total direct emissions. More information on the environmental impact of DFDS' activities is available from DFDS' CR report, www.dfdsgroup.com/cr_report

RETURN ON INVESTED CAPITAL (ROIC) 2015

AVERAGE IN ROIC BEFORE EBIT VARI
VESTED CAPI SPECIAL ANCE VS 10%
TAL, DKK M ITEMS, % GOAL, DKK M
DFDS Group 8,535 13.7 323
Divisions & business units
Shipping Division 7,799 14.9 388
North Sea 4,368 10.3 13
Baltic Sea 1,148 19.9 114
Channel 1,203 16.4 77
Passenger 677 31.3 155
France & Mediterranean -36 n.a. -
Non-allocated 447 15.4 25
Logistics Division 1,104 11.9 23
Nordic 342 12.2 8
Continent 326 9.9 -0
UK & Ireland 437 13.0 15
Non-allocated -1 n.a. -
Non-allocated items -368 n.a. -87

Significant events after 2015

On 12 February 2016, the Board of Directors proposed to the 2016 annual general meeting (AGM) a dividend of DKK 3.00 per share.

In addition, the Board of Directors plan to distribute a further dividend of DKK 2.00 per share in August 2016. The total dividend payment in 2016 is thus expected to amount to DKK 300m.

Likewise on 12 February 2016, a share buyback programme of DKK 650m was

launched comprising two programmes to align DFDS' capital structure to the targeted leverage. The first programme of up to DKK 400m was structured as an auction process and completed on 24 February 2016. A total of 1,600,000 shares was acquired for DKK 250 per share equal to DKK 400m.

The second programme of DKK 250m started on 12 February 2016 and is to be completed on 17 August 2016 at the latest. Two ferries chartered from Eurotunnel were deployed on Dover-Calais on 9 February 2016 and on 23 February 2016 respectively following their delivery.

On 25 February 2016, DFDS awarded 211,598 share options to the Executive Board and a number of key employees. The theoretical value of the share options is DKK 7.5m calculated according to the Black-Scholes model.

FINANCIAL GOALS

Return on invested capital (ROIC)

DFDS' financial performance goal is a ROIC of at least 10% over a business cycle.

The achievement of the ROIC goal is underpinned by DFDS' ROIC Drive programme. All business activities, currently around 90, are part of the programme consisting of a simple ROIC scorecard, a high-level three-year business plan that sets out a path to achieve a ROIC of minimum 10% and internal performance benchmarking. Elevated ROIC goals apply for activities performing above 10%.

The Group's ROIC, including special items, was 13.3% in 2015 compared to 7.2% in 2014. Before special items, the return was 13.7% in 2015 compared to 8.0% in 2014. At the start of 2016, DFDS' cost of capital was calculated at 6.0%.

The ROIC before special items of the two divisions were both above the 10% goal in 2015, Shipping Division at 14.9% and Logistics Division at 11.9%.

In the Shipping Division, the ROIC of all five business units were above the 10% goal, ranging from 10% in North Sea to 31% in Passenger.

In the Logistics Division, the ROIC of the Continent business unit was 10%, while the ROIC for Nordic and UK & Ireland were both above 10%.

For a number of activities within the business units of both divisions, the ROIC was, however, below the 10% goal in 2015. The primary focus of the ROIC Drive programme is to contribute to improving the performance of such activities by encouraging and monitoring the implementation of business plans, supplemented by structural solutions if required.

Capital structure

DFDS' leverage is defined as the ratio of netinterest-bearing debt (NIBD) to operating profit before depreciation (EBITDA). The target leverage is defined by a NIBD/EBITDA multiple of between 2.0 and 3.0. Excess capital is thus distributed to shareholders if the multiple is below 2.0 while distribution is reduced if the multiple exceeds 3.0. At the end of 2015, the NIBD/EBITDA multiple was 0.9.

Distribution to shareholders

DFDS' distribution policy is to pay dividend semi-annually. For 2016, a total dividend per share of DKK 5.00 is planned. In addition, excess capital, as defined by the target capital structure, is distributed to shareholders as an extra dividend and/or buyback of shares.

Distribution of dividend and excess capital can be suspended in connection with large investments, including acquisitions, and other strategic events.

In 2015, DFDS distributed DKK 727m of cash to shareholders consisting of a dividend of DKK 218m in April and a dividend of DKK 108m in August, and a buyback of shares of DKK 401m.

DFDS' Board of Directors continually assesses the capital structure and the distribution to shareholders in relation to the development in earnings and investments, including strategic acquisitions.

BUSINESS MODEL, ASSETS AND INVESTMENTS

Business model

DFDS provides freight and passenger ferry shipping services, port terminal services as well as transport and logistics solutions. In total, around 80% of DFDS' revenue derives from freight activities and 20% derives from passenger activities.

To carry out ferry shipping and port terminal services, a range of assets are deployed, mainly owned and chartered ships, leased and owned port terminals, and cargo carrying equipment.

The shipping of un- and accompanied trailers for forwarders and hauliers is the main activity of the route network. On the North Sea trailers are mainly unaccompanied, while trailers on the Baltic Sea mainly are accompanied which requires ro-pax

ships to accommodate drivers on the crossing. On a number of routes, mostly from Scandinavia to the UK and the Continent, heavy industrial cargo is carried for manufacturers. This typically requires specialised equipment as well as port terminal and warehousing services.

Combining freight and passengers is required in many ferry markets and key to the business model. The requirements of both customer types are accommodated by deploying ships with different combinations of freight and passenger capacity as well as on board facilities for passengers and drivers.

The provision of transport and logistics solutions mainly deploys owned and leased trailers as most transports are subcontracted to hauliers, rail operators, ferry operators and container shipping operators. DFDS deploys own drivers in some contract logistics and distribution activities.

Assets and invested capital

At the end of 2015, the Shipping Division operated 36 ships in the route network of which 24 were owned and 12 ships were chartered in for varying periods.

The Shipping Division's ownership share of assets is to a large extent determined by the degree of specialisation of ships required to match customer requirements.

The lifespan of ro-ro-based freight and passenger tonnage is normally 30–35 years and the duration of port-terminal leases is typically 25–30 years.

FLEET OVERVIEW AND KEY FIGURES 2015

INVESTED CAPITAL 2015 (END OF YEAR)

(DKK bn)

AVERAGE
CONTAINER AGE OF
TOTAL RO-RO RO-PAX PASSENGER AND SIDE OWNERSHIP OWNED
SHIPS SHIPS SHIPS SHIPS PORT SHIPS SHARE, % SHIPS, YRS
DFDS Group 54 22 16 4 12 - -
Shipping Division 36 21 11 4 - - -
North Sea 17 17 - - - 68 12
Baltic Sea1 7 2 5 - - 57 14
Channel 5 - 5 - - 57 13
Passenger 4 - - 4 - 100 26
France & Mediterranean1 3 2 1 - - 0 -
Logistics Division1 12 - - - 12 - -
Nordic1 5 - - - 5 40 17
Continent1 7 - - - 7 0 -
Chartered out ships 5 1 4 - - 100 21
Laid-up ships 1 - 1 - - 0 -

Other assets

  • Ships
  • Cargo carrying equipment

Terminals, land and buildings

  • Other intangible assets
  • Goodwill
  • Net working capital

Specialisation of ro-ro- and ro-pax-ships relates to capacity requirements for passengers and freight, configuration of passenger areas, loading capacity, especially for heavy freight, hanging decks for cars, sailing speed, fuel efficiency and ramps, including requirements for the speed of turnaround in ports.

At the end of 2015, total invested capital was DKK 8,363m, including a net working 1 Includes VSAs (vessel sharing agreements) and SCAs (slot charter agreements)

capital of DKK -678m defined as all non-interest bearing current assets and liabilities. 84% of the invested capital consisted of ships and 12% consisted of port terminals, land and buildings and cargo carrying equipment.

The Shipping Division's invested capital was DKK 7,389m at year-end 2015. The Logistics Division's invested capital was DKK 1,147m at year-end 2015. The invested capital of non-allocated items was negative by DKK 173m.

Corporate governance

DFDS A/S is subject to Danish law and is listed on Nasdaq Copenhagen. Corporate Governance in DFDS is based on Danish legislation and regulations, including the Danish Companies Act, the rules for listed companies on Nasdaq Copenhagen, the Danish recommendations for good corporate governance and the company's articles of association, as well as other relevant rules.

More information on DFDS' corporate governance is available from www.dfdsgroup.com

• Statutory report on corporate governance,

www.dfdsgroup.com/about/governance/

  • DFDS' statutes, www.dfdsgroup.com/about/governance/articles/
  • Materials from DFDS' most recent AGM, www.dfdsgroup.com/ investors/annualgeneralmeeting/previousagm/
  • Remuneration policy, www.dfdsgroup.com/about/governance/remunerationpolicy/

• Diversity policy, www.dfdsgroup.com/about/governance/

Corporate Responsibility (CR)

DFDS' CR activities aspire to create value for both society and our stakeholders as well as contribute to promoting DFDS as a preferred business partner. The framework and objectives for DFDS' CR activities are managed by the CR Committee, which reports to Executive Management. DFDS' CR report is available on www.dfdsgroup.com/about/crreport/.

The report outlines strategy, objectives and policies, and reports on the activities and results of our CR focus areas.

Safety and security

The safety of our passengers, crew and freight, as well as the security of our ships and port facilities, are all of paramount importance to DFDS.

Our safety and security work is regulated by international and national conventions and legislation. Moreover, by the additional objectives and requirements managed through DFDS Safety Management Systems. As per International Safety Management (ISM) guidelines, all information regarding safety measures and conditions is regularly disseminated among all ships. This includes a significant reporting scheme from the ships in order to identify weak links and establish safeguards to mitigate the risk of these.

More information about safety and security is available from DFDS' CR report, www.dfdsgroup.com/cr_report

Outlook 2016

The economic recovery of the EU is expected to continue at an overall modest pace in 2016. The economy of the UK, one of DFDS' key markets, is expected to continue to grow at a higher pace than the EU as a whole, while the growth of major continental markets, such as Germany and France, is expected to remain below the EU average. Economic growth in Sweden and the Baltic countries is expected to pick up or continue on a level with 2015.

Shipping volumes are thus expected to continue to grow on most routes in 2016, albeit at a lower pace than in 2015. In the second half of 2015, the shipment and repositioning of empty trailers by forwarders increased which contributed to a competitive pricing environment. This trend has continued into 2016 as has the focus of the manufacturing sector, the end customer of the shipping and transport sector, on cost cutting and competitive pricing. The pricing environment is therefore in general expected to remain competitive in 2016.

The Group's revenue is expected to increase by around 6%, excluding revenue from bunker surcharges. Due to the recent drop in the oil price, the revenue from bunker surcharges is expected to decrease significantly in 2016. The revenue growth is expected to be around 3% including bunker surcharges.

The Group's EBITDA before special items is expected to increase to a range of DKK 2,100-2,300m.

OUTLOOK 2016

OUTLOOK
DKK m 2016 2015
Revenue growth 6%1 13,473
EBITDA before special items 2,100-2,300 2,041
Per division:
Shipping Division 1,950-2,125 1,906
Logistics Division 250-275 234
Non-allocated items -100 -99
Depreciation +10% -835
Special items 0 -36
Investments 1,600 571

1Excluding bunker surcharges. The revenue growth is expected to be around 3% including bunker surcharges

The Shipping Division's EBITDA before special items is expected to increase to a range of DKK 1,950-2,125m.

The Logistics Division's EBITDA before special items is expected to increase to a range of DKK 250-275m.

Investments are expected to amount to around DKK 1.6bn in 2016. This includes DKK 900m related to the delivery of two Channel ferries in February 2016 on finance leases. Upon delivery the ferries will consequently be capitalised. The delivery of the ferries will therefore be a non-cash transaction until such time that Eurotunnel may decide to exercise their put option giving the right to sell the ferries to DFDS.

Of the remaining investments, dockings and ship upgrades comprise DKK 200m, the lengthening of a ship DKK 135m, scrubber installations DKK 40m, and port terminal investments DKK 60m. Cargo carrying equipment and warehousing, mainly related to the Logistics Division, amounts to DKK 150m. Other investments, including development of IT-systems, total DKK 80m.

A number of risks pertain to the outlook. The most important among these are possible major changes in the demand for ferry shipping and transport and logistics services. For DFDS, such demand is to a large extent linked to the level of economic activity in primarily Europe, particularly northern Europe, but also adjacent regions, as well as to competitor actions. The outlook can also be impacted by political changes within the EU and changes in other economic variables, particularly the oil price and exchange rates. Consequently, the realised financial results may differ significantly from expectations.

DFDS' operational and financial risks are reviewed on pages 24-26 in this report.

SHIPPING DIVISION

SHIPPING DIVISION

Head of division

Peder Gellert Pedersen

Revenue 9,071 8,733 338 3.9%
Share of DFDS Group revenue 2015 EBITDA before special items 1,906 1,309 597 45.6%
64% Share of profit/loss of associates and joint
ventures -11 26 -37 n.a.
Business areas Profit/loss on disposal of non-current assets,

North Sea
net 1 0 1 n.a.

Baltic Sea
Depreciation and impairment -716 -665 -51 7.6%

Channel
EBIT before special items 1,180 670 510 76.1%

Passenger
EBIT-margin before special items, % 13.0 7.7 5.3 n.a.

France & Mediterranean
Special items, net -39 -41 2 -5.3%
EBIT 1,141 629 512 81.4%

Result boosted by reduction
of
Channel
Invested capital, average 7,799 7,990 -191 -2.4%
overcapacity ROIC before special items, % 14.9 8.4 6.5 n.a.

Baltic route network further adapted to
Lane metres, '000 31,333 30,279 1,054 3.5%
market changes Passengers, '000 6,227 5,985 242 4.1%

The Shipping Division's revenue increased by 4% to DKK 9,071m compared to 2014. The revenue growth was 8% adjusted for route closures in 2014. EBIT before special items increased by 76% to DKK 1,180m.

• High volume growth between UK and the

The return on invested capital, ROIC, before special items increased to 14.9% in 2015 from 8.4% in 2014. Average invested capital decreased by 2% to DKK 7,799m compared to 2014.

NORTH SEA

Continent

Revenue increased by 5% to DKK 3,402m adjusted for route closures in 2014 and EBIT before special items increased by 17% to

DKK 458m. ROIC before special items increased to 10.3% in 2015 from 9.4% in 2014. Invested capital increased by 5% to DKK 4,368m.

Freight volumes increased by 10% when adjusted for the closure of Esbjerg-Harwich and Gothenburg-Tilbury in 2014. The overall freight rate level was on a level with 2014.

The majority of the volume growth was achieved by the routes between the UK and the Continent driven by the continued growth of the UK economy. On the two routes from Gothenburg, volumes were flat in the first half of the year before picking up in the second half of the year. Shipping capacity was realigned during the year to support the growth between the UK and the

Continent. The shipment of empty trailers increased during the year due to imbalances in the trade between the UK and the Continent and Scandinavia.

Volume growth was boosted by the transfer of the majority of volumes from Esbjerg-Harwich, following its closure at the end of Q3 2014, to Esbjerg-Immingham.

BALTIC SEA

SHIPPING DIVISION, DKK M 2015 2014 ∆ ∆ %

Revenue decreased by 2% to DKK 1,254m compared to 2014, while EBIT before special items increased by 48% to DKK 231m. Adjusted for the closure of a route in 2014, EBIT increased by 34%. ROIC before special items increased to 19.9% in 2015 from

ACTIVITIES AND BUSINESS MODEL

DFDS' Shipping Division operates one of the largest networks of ferry routes in Northern Europe providing both freight and passenger services.

Freight shipping services

The routes are ideally located to service the freight volumes of forwarders, hauliers and manufacturers of heavy industrial goods. All routes operate on fixed, reliable schedules with a frequency adapted to customers' requirements.

Further visibility for customers is available by access to online tracking of shipments.

Bespoke shipping logistics solutions are developed in partnership with manufacturers of heavy goods such as automobiles, metals, paper and forest products, and chemicals.

To further enhance the efficiency of customer services, own port terminals are operated in strategic locations, including warehousing services.

Passenger ferry services

The route network offers both overnight and short crossings. Passenger cars are transported on all routes. The on board facilities are adapted to each route's particular mix of passengers and their requirements for enjoying maritime travel.

13.1% in 2014. Invested capital decreased by 4% to DKK 1,148m.

Freight volumes increased by 4%, adjusted for the suspension of Travemünde-Klaipeda in August 2014. The overall freight rate level was on a level with 2014.

A high level of activity was maintained throughout the year on the routes between Sweden and Lithuania/Estonia, although east-bound volumes declined during the second half of the year. The routes between Denmark/Germany and Lithuania benefited from a partial recovery of the market following the sanctions on Russia in 2014. Capacity on the Russian route was reduced at the end of Q3 2015 due to low Russian demand caused by the weak Ruble and sanctions. The route was therefore converted to a slot charter with Finnlines.

Shipping capacity was further adapted during the year to accommodate changes in market demand.

CHANNEL

Revenue increased by 17% to DKK 1,853m compared to 2014 and EBIT before special items improved by DKK 238m to DKK 198m. ROIC before special items improved to 16.4% in 2015 from -3.1% in 2014. Invested capital decreased by 6% to DKK 1,203m.

Freight volumes increased by 4% in 2015 and passenger volumes increased by 7%. The growth was entirely achieved on Dover-Dunkirk as the number of departures on Dover-Calais was reduced by 23% following a one-ship operation in most of the first half of the year and traffic disruptions over the summer caused by industrial actions. Unit revenues increased for both freight and passengers during the year.

A competing route between Dover and Calais was closed at the end of June 2015 whereby three ferries were removed from the market. DFDS entered into long-term bare-boat charter agreements for two of these ferries. One ferry was deployed on 9 February 2016 and the second ferry was deployed on 23 February 2016.

Following the deployment of the chartered ferries, and the redelivery of one chartered ferry, DFDS operates a total of six ferries out of Dover to Calais and Dunkirk respectively, with three ferries on each route. The additional frequency and capacity of the new ferries has enhanced DFDS' offering to both freight customers and passengers.

FRANCE & MEDITERRANEAN

Revenue increased by 32% to DKK 501m compared to 2014 adjusted for the closure of a route at the end of 2014. EBIT before special items increased by DKK 28m to DKK 5m, likewise adjusted for the route closure. Invested capital was DKK -36m at year-end.

NORTH SEA, DKK M 2015 2014 ∆ %
Revenue 3,402 3,391 10 0.3%
EBIT before special items 458 392 66 16.8%
Invested capital, average 4,368 4,161 207 5.0%
ROIC before special items, % 10.3 9.4 0.9 n.a.
Lane metres, '000 11,159 10,657 502 4.7%
BALTIC SEA, DKK M 2015 2014 ∆ %
Revenue 1,254 1,283 -30 -2.3%
EBIT before special items 231 156 75 47.9%
Invested capital, average 1,148 1,191 -43 -3.6%
ROIC before special items, % 19.9 13.1 6.8 n.a.
Lane metres, '000 3,507 3,403 104 3.1%
Passengers, '000 349 337 12 3.5%
CHANNEL, DKK M 2015 2014 ∆ %
Revenue 1,853 1,580 273 17.3%
EBIT before special items 198 -40 238 n.a.
Invested capital, average 1,203 1,277 -74 -5.8%
ROIC before special items, % 16.4 -3.1 19.5 n.a.
Lane metres, '000 14,923 14,386 537 3.7%
Passengers, '000 4,163 3,874 290 7.5%
FRANCE & MEDITERRANEAN, DKK M 2015 2014 ∆ %
Revenue 501 519 -18 -3.6%
EBIT before special items 5 -35 39 n.a.
Invested capital, average -36 -71 35 -50.0%
ROIC before special items, % n.a. n.a. n.a. n.a.
Lane metres, '000 1,158 1,189 -31 -2.6%
Passengers, '000 362 403 -40 -10.0%
PASSENGER, DKK M 2015 2014 ∆ %
Revenue 1,742 1,733 9 0.5%
EBIT before special items 219 150 69 45.7%
Invested capital, average 677 801 -124 -15.5%
ROIC before special items, % 31.3 18.7 12.6 n.a.
Lane metres, '000 586 643 -57 -8.9%
Passengers, '000 1,353 1,371 -18 -1.3%
NON-ALLOCATED ITEMS, DKK M ∆ %
2015 2014
Revenue 522 404 118 29.1%
EBIT before special items 69.4 47 22 47.7%

Freight volumes increased by 42% in 2015 and passenger volumes increased by 46%, both adjusted for the closure of a route at the end of 2014.

The volume growth was entirely driven by the Newhaven-Dieppe route as it benefited from deployment of an additional ferry in the high season and the traffic disruptions on the Dover Strait

Towards the end of 2015, the concession agreement of the Newhaven-Dieppe route was extended until the end of 2017.

PASSENGER

Revenue increased by 8% to DKK 1,742m compared to 2014 adjusted for the closure of a route at the end of Q3 2014. EBIT before special items increased by 46% to DKK 219m. ROIC before special items increased to 31.3% in 2015 from 18.7% in 2014. Invested capital decreased by 15% to DKK 677m.

Passenger volumes increased by 4% in 2015, adjusted for the closure of a route at the end of Q3 2014, driven by growth on both Copenhagen-Oslo and Amsterdam-Newcastle. The passenger mix, and hence unit revenues, was improved on both routes as the share of overseas passengers was increased on Copenhagen-Oslo. The customer base was further diversified on Amsterdam-Newcastle as the share of UK passengers was reduced while the share of Dutch and German passengers was increased.

NON-ALLOCATED ITEMS

Non-allocated items primarily include activities concerning chartering out of ships not deployed in the route network, including defence charter contracts. Revenue increased by 29% to DKK 522m compared to 2014 and EBIT before special items increased by 48% to DKK 69m. A higher number of charters increased the result in 2015.

SHIPPING DIVISION ACTIVITY OVERVIEW

NORTH SEA BALTIC SEA CHANNEL FRANCE & MEDITERRANEAN PASSENGER
Head of business unit Kell Robdrup (South)
Morgan Olausson (North)
Anders Refsgaard Carsten Jensen Peder Gellert Pedersen Brian Thorsted Hansen
Share of Division's revenue 20151 37% 14% 20% 6% 19%
Routes • Gothenburg-Brevik/Immingham
• Gothenburg-Brevik/Ghent
• Esbjerg-Immingham
• Cuxhaven-Immingham
• Vlaardingen-Felixstowe
• Vlaardingen-Immingham
• Rosyth-Zeebrugge
• Fredericia/Copenhagen-Klaipeda
• Karlshamn-Klaipeda
• Kiel-Klaipeda
• Kiel-St. Petersburg/Ust Luga
• Kapellskär-Paldiski
• Dover-Dunkirk
• Dover-Calais
• Marseille-Tunis
• Newhaven-Dieppe
• Copenhagen-Oslo
• Amsterdam-Newcastle
Ships • 17 ro-ro ships • 2 ro-ro ships
• 5 ro-pax ships
• 3 short sea ferries
• 2 ro-pax ships
• 1 ro-ro ship
• 2 ro-pax ships
• 4 passenger ships
Port terminals • Esbjerg
• Ghent
• Gothenburg (joint venture)
• Immingham
• Vlaardingen
• Dunkirk • Copenhagen
Main customer segments • Forwarders & hauliers
• Manufacturers of heavy industrial
goods (automotive, forest and paper
products, metals, chemicals)
• RDF (refuse derived fuel)
• Forwarders & hauliers
• Manufacturers of heavy industrial
goods (automotive, forest products,
metals)
• Forwarders & hauliers
• Car passengers
• Coach operators
• Forwarders & hauliers
• Car passengers
• Coach operators
• Mini Cruise passengers
• Car passengers
• Business conferences
• Forwarders & hauliers
Main market areas • Benelux
• Denmark
• Germany
• Norway
• Sweden
• UK
• Baltic States
• Denmark
• Germany
• Russia
• Sweden
• Continental Europe
• UK
• Continental Europe
• Tunisia
• UK
• Benelux
• Denmark
• Germany
• Norway
• Sweden
• Overseas markets
• UK
Main competitors • Cobelfret
• Container, road and rail transport
• P&O Ferries
• SOL
• Stena Line
• Road and rail transport
• Stena Line
• Tallink Silja
• Transrussia Express (Finnlines)
• Transfennica
• Brittany Ferries
• Eurotunnel
• P&O Ferries
• Brittany Ferries
• CMA-CGM
• Cotunav
• SNCM
• Airlines and road transport
• Color Line
• P&O Ferries
• Stena Line

1As Non-allocated items are not included in the table, the revenue shares do not add up to 100%.

LOGISTICS DIVISION

22

LOGISTICS DIVISION

Head of division

Eddie Green

Share of DFDS Group revenue 2015
37%

Business areas

  • Nordic
  • Continent
  • UK & Ireland
  • Higher earnings in Sweden
  • Margins improved in Continent
  • Improved performance in temperaturecontrolled logistics activities

The Logistics Division's revenue increased by 9% to DKK 5,034m compared to 2014, and EBIT before special items increased by 16% to DKK 143m. Adjusted for the acquisition of Quayside with effect from 1 July 2014, revenue increased by 6% and EBIT increased by 11%.

The return on invested capital, ROIC, before special items increased to 11.9% in 2015 from 9.5% in 2014. Average invested capital increased by 13% to DKK 1,104m.

NORDIC

Revenue increased by 7% to DKK 1,659m compared to 2014 and EBIT before special items increased by 3% to DKK 43m. EBIT increased by 16% adjusted for a one-off income of DKK 5m in 2014 related to the sale of an office building in Gothenburg.

LOGISTICS DIVISION, DKK M 2015 2014 ∆ %
Revenue 5,034 4,625 409 8.8%
EBITDA before special items 234 200 34 17.0%
Share of profit/loss of associates and joint
ventures 0 -1 1 n.a.
Profit/loss on disposal of non-current assets,
net 4 9 -5 -57.7%
Depreciation and impairment -95 -85 -10 11.8%
EBIT before special items 143 123 20 15.9%
EBIT-margin before special items, % 2.8 2.7 0.2 n.a.
Special items, net 9 2 7 n.a.
EBIT 151 125 26 20.9%
Invested capital, average 1,104 975 129 13.2%
ROIC before special items, % 11.9 9.5 2.4 n.a.
Units, '000 403.1 438.6 -35.5 -8.1%
Tons, '000 452.9 417.4 35.5 8.5%

The Swedish activities were the main driver of the increase in earnings. Margins were raised in the door-door and contract logistics activities by improved utilization of equipment and the addition of premium customer services. A new major automotive logistics contract commenced in March incurring some start-up costs. The Norwegian fullload and container activities improved earnings in 2015 but this was offset by costs related to route changes for the side-port activities and lower earnings in port terminals. The result of the Baltic activities were overall on a level with 2014 as a major construction logistics contract offset lower activity in the Russian market.

CONTINENT

Revenue increased by 7% to DKK 1,918m compared to 2014 and EBIT before special items increased by 53% to DKK 33m.

The higher result was driven by higher volumes in the three main door-door activity areas: Netherlands, Belgium and Germany. Volume growth was strong between the UK and Netherlands/Germany and between Belgium and Sweden. The container activities between Benelux and Ireland was on a level with 2014. Towards the end of the year, the start-up of a new, major automotive logistics contract commenced as planned. The new activities in the Czech Republic performed in line with expectations.

ACTIVITIES AND BUSINESS MODEL

DFDS Logistics provides flexible, cost efficient and on-time, door-to-door transport solutions to producers of a wide variety of consumer and industrial goods.

The main activity is the transport of fulland part-loads, both ambient and temperature-controlled.

In close partnership with retailers and producers, performance enhancing and cost efficient logistics solutions are developed and provided, including warehousing services and just-in-time concepts.

All solutions are supported by a European network of road, rail and container carriers and, not least, DFDS' network of ferry routes.

In some business areas, the carrier network is supplemented with own drivers and trucks.

The business model ensures flexible solutions that fit customer requirements and allows for fast reactions to changes in market conditions.

UK & IRELAND

Revenue increased by 14% to DKK 1,593m compared to 2014 and EBIT before special items increased by 11% to DKK 66m. EBIT decreased by 1% adjusted for the acquisition of Quayside with effect from 1 July 2014.

The result of the temperature-controlled logistics activities operating out of Scotland and England improved in 2015 but was offset by reduced earnings for the activities in Belfast and Dublin as well as the rail activities from the UK to the Continent.

Scotland's chilled warehousing capacity was expanded in 2015 ahead of the peak trading season. 2015 was the first full operating year for Quayside with performance in line with expectations, although export activities were dampened by the appreciation of the British pound and the traffic disruptions on the Channel. The logistics activities operating in mid-England performed well throughout the year and a new partnership agreement covering temperature-controlled distribution services related to cold stores located in the UK was added in the final quarter.

The door-door Belfast activities was impacted by trade imbalances in the first half of 2015 but recovered in the second half of the year. The rail activities between the UK and Italy were closed at the end of 2015 due to inefficient operations, in part caused by disruptions to Eurotunnel's services. A new, multimodal solution combining transport by road, sea and rail will replace the activity in 2016.

NORDIC, DKK M 2015 2014 ∆ %
Revenue 1,659 1,543 115 7.5%
EBIT before special items 43 42 1 2.8%
Invested capital, average 342 350 -8 -2.4%
ROIC before special items, % 12.2 9.0 3.2 n.a.
Units, '000 113.6 110.6 3.0 2.7%
Tons, '000 403.1 438.6 -35.5 -8.1%
CONTINENT, DKK M 2015 2014 ∆ %
Revenue 1,918 1,792 126 7.0%
EBIT before special items 33 22 11 52.9%
Invested capital, average 326 324 2 0.6%
ROIC before special items, % 9.9 5.0 4.9 n.a.
Units, '000 212.1 198.5 13.6 6.8%
UK & IRELAND, DKK M 2015 2014 ∆ %
Revenue 1,593 1,402 191 13.6%
EBIT before special items 66 60 6 10.8%
Invested capital, average 437 298 139 46.4%
ROIC before special items, % 13.0 15.0 -2.0 n.a.
Units, '000 128.1 108.3 19.8 18.3%
NON-ALLOCATED ITEMS 2015 2014 ∆ %
Revenue1 189 59 130 221.5%
EBIT before special items 0 0 0 n.a.

1Revenue increase due to centralisation of equipment pool

LOGISTICS DIVISION ACTIVITY OVERVIEW

NORDIC CONTINENT UK & IRELAND
Head of business unit Niklas Andersson Jens Antonsen Allan Bell / Steve Macaulay
Share of Logistics Division's
revenue, 20151
33% 38% 32%
Main Activities: Door-to-door full & part load transport solutions:
• Sweden/Denmark/Norway-UK
• Sweden/UK/Germany/Denmark/Norway-Baltic/Russia/CIS
Door-to-door full & part load
• Belgium/France-UK/Scandinavia
transport solutions:
• France-Scandinavia
• Holland-UK/Ireland
• Italy-Scandinavia/Benelux /UK
• Germany-UK/Italy
• Czech – UK/Ireland
Door-to-door full & part load transport solutions:
• Northern Ireland-UK
• UK-Continent
• UK
Paper shipping logistics, incl. containers:
• Norway-Bremerhaven-Hamburg-Norway
• Norway-Zeebrugge-Immingham-Norway
Door-to-door container
• Italy- Benelux/UK/Ireland
transport solutions:
• Czech – UK/Ireland
• Holland-UK/Ireland
• Spain-UK/Ireland
• Germany-UK/Norway/Italy
Logistics solutions:
• Seafood distribution
network
• UK/Ireland domestic
• Warehousing
• UK-Continent
• 4PL Contracts
• Northern Ireland retail distribution
Contract Logistics (Arendal)
Haulage service (JlT)
Door-to-door container transport solutions:
• Norway-UK
• Norway-Continent
Door-to-door rail transport solutions:
• Italy-UK/Germany/Benelux
Door-to-door container transport solutions:
• Ireland/UK-Spain
Door-to-door rail transport solutions:
• Nordic-Italy
• Sweden-Baltic/Russia/CIS
Warehousing UK & Italy
• 4PL contracts
Equipment • Joint Nordic/Continent equip
• 310 swap bodies
ment pool:
• 2 sideport vessels
• 3,240 trailers
• 170 trailers not pooled
• 150 trucks
• 2,920 containers
• Joint Nordic/Continent equip
• 150 trucks
ment pool:
• 2,920 containers
• 3,240 trailers
• 310 swap bodies
• 930 trailers
• 200 trucks
• 1 container ship
Warehouses • Gothenburg
• Ventspils
• Moss
• Liepaja
• Karlshamn
• Brevik
• Milano
• Ghent
• Rotterdam
• Prague
• Peterborough
• Belfast
• Immingham
• Grimsby
• Larkhall
• Bellshill
• Aberdeen
Sales offices • Oslo
• Brevik
• Gothenburg
• Fredericia
• Hamina
• Karlshamn
• Copenhagen
• Liepaja
• Moss
• Hamburg
• Milano
• Ghent
• Prague
• Bruges
• Bilbao
• Rotterdam
• Aberdeen
• Belfast
• Peterborough
• Grimsby
• Immingham
• Boulogne Sur Mer
• Larkhall
• Newlyn
• Bellshill
• Dublin
Customer segments • Manufacturers of heavy industrial goods (automotive, paper),
consumer goods, chemicals and temperature controlled goods
• Retailers
• Third party container operators
• Contract management
• Manufacturers of heavy industrial goods (automotive, paper),
consumer goods, chemicals and temperature controlled goods
• Retailers
• Forwarders
• Contract management
• Frozen, chill and ambient cargo for retailers/manufacturers
• Aquaculture producers
• Contract management
Primary competitors • NTEX
• Lo-Lo, container & sideport
carriers
• DSV
• Tschudi Line
• Schenker
• Green Carrier
• Blue Water
• Cobelfret
• European forwarders
• P&O Ferrymasters
• Samskip
• LKW Walter
• Lo-Lo container carriers
• McBurney
• Montgomery Transport
• MacAndrews

1As Non-allocated items are not included in the table, the revenue shares do not add up to 100%.

RISK FACTORS

Risk management is an integral part of DFDS' management processes. Risks and opportunities are regularly reviewed and reported to the Board of Directors for appropriate responses and actions

GENERAL AND SPECIFIC OPERATIONAL RISKS

Macro-economic and market risks

Risks of major fluctuations in earnings caused by changes in market and economic conditions are highest for the Group's shipping activities and lowest for the transport and logistics activities. The difference in risk profile is due to the high share of fixed costs in shipping as opposed to the considerably lower share of fixed costs in transport and logistics entailing more flexibility in adapting activities to changes in demand.

The demand for shipping of freight and passengers is reflected in customer volumes, which in turn are impacted by the general state of the economy. Decreasing demand can lead to overcapacity, which can be remedied by deployment of a ship(s) with less capacity or by removal of a ship from a route or, ultimately, by route closure. Overcapacity tends to increase downward pressure on prices and, hence, entails a risk of lower profitability. Partly in order to counteract cyclical demand risk, part of the

freight fleet consists of chartered ships. DFDS aims to charter a certain share of the fleet on contracts of shorter duration with options for extensions, which facilitates opportunities for redelivery of ships at a few months' notice.

All passenger ships in the fleet are owned by DFDS limiting the options for adapting passenger capacity in the short term. DFDS' container activities mainly deploy chartered ships through vessel sharing and slot charter agreements with other shipping companies, which provides flexibility. To a large extent, DFDS' logistics activities lease equipment and subcontract haulage. This results in a high share of variable costs and, therefore, less cyclical risk.

DFDS' geographic diversification across mostly northern Europe, including activities related to Russia and adjacent countries, reduces dependence on market trends in specific regions. In addition, the diversified route network and other activities balance commercial risks, including opportunities for reallocation of ships between routes.

The freight- and passenger-shipping markets are, moreover, impacted by industry-specific market conditions, including changes in market conditions faced by competing transport modes such as road, rail and air – the latter of which mainly impacts the passenger sector.

In addition, markets are impacted by changes in local and regional competition, such as the opening or closing of competing routes and capacity increases on existing routes. On a few routes, a significant proportion of freight volumes are derived from a few industrial customers. Risks inherent in such relationships are mitigated by multiple-year customer contracts reflecting investment requirements to service the contracts.

Risks associated with business development and investment

DFDS' growth strategy embodies business development and investment risks. This is both related to organic growth from investment in ships and growth driven by acquisition of companies and activities. The most important risk associated with organic growth is related to the expansion of capacity on a route by deployment of larger ship(s). The acquisition of companies and activities involves significant risks, which are proportionate to the size of the investment and the complexity of a subsequent integration process. Risks associated with business development ventures are managed by thorough planning and decisionmaking processes governed by internal policies and guidelines for investment decisions, including a required rate of return on investments.

The shipping charter market

DFDS charters mainly freight ships for varying periods. Such charters are subject to price risks (charter rates) and risks concerning availability of ships that fit operational requirements. Similar risks, including counterparty risks, are relevant when chartering out excess tonnage. In addition, there is a

price risk related to the timing of acquiring or ordering ships. In connection with the ordering of ships, there is a default risk related to the shipyards constructing the ships, which can lead to additional costs, including delayed delivery.

Due to the ongoing process of replacing and renewing the DFDS fleet, the sale of ships or the cancellation of new building contracts may result in gains, losses and costs that are not anticipated in annual profit forecasts.

Operational, security and environmental risks

The main operational risks are associated with ships and port terminals. Technical problems and accidents may lead to unplanned periods in dock, interruption of sailing schedules, and loss of revenue. Replacement tonnage can usually be deployed at short notice through chartering. In order to minimise operational risks, DFDS has a systematic and comprehensive maintenance programme in place for all ships, including periods in dock at regular intervals. In addition, extreme weather conditions can cause delays and cancellations, and strikes in ports can also disrupt services.

DFDS deploys freight and passenger ships, port terminals, warehouses and cargo-carrying equipment, all of which are subject to the usual safety risks associated with equipment of this type. These risks are controlled and minimised partly through compliance with safety requirements and routines, as

well as preventative work, and partly through insurance against risk.

More information on health and safety is available from www.dfdsgroup.com/cr_report

Environmental and safety measures are based on DFDS' environmental and safety policies, as well as rules and regulations and customer requirements. Changes in these factors can increase costs. The Group is insured against environmental risks as far as possible, and participates in preparatory legislative procedures through industry organisations.

More information on environmental risks is available from www.dfdsgroup.com/cr_report

POLITICAL AND LEGAL RISKS

DFDS' activities are impacted by changes in rules and regulations governing the shipping and transport sector, as well as changes in the overall conditions that impact Europe's infrastructure. In addition to political bodies, DFDS is subject to International Maritime Organization (IMO) conventions. The IMO is the UN body responsible for maritime issues, primarily safety and environment.

Changes in the above rules and regulations can have negative financial consequences, including higher costs and changes in the travel patterns of passengers and routing of freight, including the distribution between sea and land transport.

Other significant political risks concern changes to taxation arrangements for staff at sea, the referendum in June 2016 on the UK's future membership status in the EU, the abolition of duty-free sales in Norway if the country were to join the EU, cancellation of VAT exemption on tickets and on-board sales, and changes of tonnage tax schemes. DFDS actively monitors these issues, including by participating in industry organisations.

FINANCIAL RISKS

DFDS is exposed to a range of financial risks. The primary risks relate to changes in oil prices, exchange rates and interest rates. DFDS is also exposed to liquidity risks in terms of payments and counterparty risk.

Financial risk management is based on Group policies and guidelines for the respective risk areas. Financial risks are managed centrally, as per Group policy. The Executive Board regularly assesses financial risks, and the Board of Directors is likewise regularly updated on financial risk management.

It is DFDS' strategy to diversify the loan portfolio. In 2015, a number of funding activities were completed:

  • 3-year DKK 500m unsecured Revolving Credit Facility
  • 8-year EUR 16m secured ship loan (final loan disbursement of a facility)
  • Final repayment of a DKK 110m secured ship loan (matured in April 2015)

• Conversion of floating to fixed interest rate on a 12-year DKK 600m secured ship loan

The average maturity of loans is 5.3 years which is considered to be acceptable in relation to refinancing risk. The Group's gross debt loan portfolio consisted at year-end 2015 of approximately 49% unsecured bonds, 39% secured ship finance, and 12% unsecured loans. Loans secured by a mortgage on ships equalled 9% of total assets at year-end 2015.

DFDS' targeted leverage is a multiple of net interest-bearing debt (NIBD) to EBITDA of 2.0-3.0 times. This target aims to balance the shipping activities' relatively high level of capital intensity and the somewhat cyclical demand for transport services. The targeted leverage also ensures financial flexibility and given a NIBD/EBITDA -multiple of 0.9 at year-end 2015, and the low level of encumbered assets, DFDS' refinancing risk is considered to be limited.

The table on page 26 reviews in greater detail DFDS' financial risk exposure. Please also refer to note 27 for further details regarding financial risks. For the individual areas of risk, the following can be highlighted:

Bunker: The cost of bunker constitutes a considerable share of total operating costs for the shipping activities. 87% of DFDS' bunker consumption is commercially hedged through bunker clauses (BAF) in freight customer contracts. The remaining

consumption is consumed on passenger routes and financially hedged as appropriate. A price increase of 1% compared to the price level at year-end 2015 (approximately USD 306 per ton of MGO and USD 125 per ton of HFO) is estimated to have a negative impact on financial performance of around DKK 2m in 2016.

Interest: At year-end 2015, the share of net fixed-interest loans was 54%, which is consistent with the objective of a hedging level of 40–70%. When calculating interest-rate risks, long-term charter contracts are included under fixed-interest loans. An increase in interest rates of 1%-point, compared to the level at year-end 2015, is estimated to have a negative impact on financial performance of around DKK 9m in 2016.

Currency: To date, transaction risks have not been hedged. They primarily relate to SEK, NOK, GBP and USD. Risks related to EUR are monitored continuously, but not hedged. The risk related to USD is hedged through the commercial hedging of bunker, i.e. bunker surcharge clauses.

Liquidity: DFDS systematically and regularly conducts internal credit assessments of all financial counterparts. The internal credit assessment is based on ratings from international credit-rating agencies. The Board of Directors approve general limits on deposits, etc. with DFDS' counterparts on this basis. At present, the risks are considered to be limited.

OVERVIEW OF RISK FACTORS

RISKS POLICIES HEDGING
Bunker • Expected bunker consumption in 2016: 475m tons
• Total bunker costs in 2015: DKK 1,304m
• Increase in oil price
• Decrease of price spread between MGO and HFO due to consumption
of both bunker types
• Oil-price risk is hedged through bunker surcharges, determined by a
bunker adjustment factor (BAF) model, and financial instruments
• Hedging of the oil price of 0-100% of the open bunker price volatility,
i.e. the part not hedged through MGO BAF surcharges
• An increase in the oil price of 1%, compared to the price level at year
end 2015 is estimated to have a negative impact on financial perfor
mance of around DKK 2m in 2016
• Total hedging of bunker consumption: 92%.
• Commercial hedging: 87%
• Financial hedging: 5%
Interest rates • Increase in interest rate levels
• Long-term charter contracts included as fixed-interest loans in calcula
tion of the share of fixed-interest loans of net debt
• Duration 9–36 months
• Fixed-interest share of net debt: 40–70%
• Duration at the end of 2015: 17 months
• Fixed-interest share: 54% (share of fixed-interest loans, including in
terest-rate swaps and charter contracts, compared to net debt)
• An increase in interest rates of 1%-point, compared to the level at
year-end 2015 is estimated to have a negative impact on financial
performance of around DKK 9m in 2016
Currency • Translation risks are related to changes in exchange rates that affect
the profit-and-loss account due to changes in the value of monetary
assets and liabilities in foreign currencies
• Positions are hedged by matching asset and liability currencies
• Net positions in excess of SEK 200m, NOK 100m, USD 25m and GBP
20m are hedged using price-adjustment agreements
• Exchange rate movements between EUR and DKK are not considered a
risk
• Primary net currency-balance positions at year-end 2015 were:
• SEK: -12m
• GBP: 3m
• NOK: -36m
• USD: -2m
• Transaction risks relate to changes in exchange rates, which have an
impact on earnings when revenues and expenses are not incurred in
the same currency
• At Group level, subsidiaries' exposures are aggregated to facilitate
mutual hedging
• Risk is also reduced by adjusting prices and cost structures in local
currencies
• Financial hedging used as required
• Approx. 89% of DFDS' revenue is invoiced in foreign currency
• Primary net currency cash flow position exposure in 2016:
• SEK (income): 210m
• GBP (income): 15m
• NOK (income): 92m
• USD (cost): -148m
• To date, transaction risks have not been hedged, apart from bunker
costs in USD
Liquidity • Liquidity risks relating to payments • Sufficient liquidity is ensured by maintaining a minimum level of cash
reserves and drawing rights of DKK 400m
• Diversification of loan portfolio through the issue of corporate bonds
or similar
• Liquidity risks are not quantifiable
• The total liquidity contingency amounts to DKK 2,533m. At year-end
2015, it consisted of cash and liquid net holdings of DKK 1,423m and
drawing rights of DKK 1,110m
Leverage • Counterparty risks with financial institutions • The limits for placing liquidity in banks are determined by the credit
ratings of the banks concerned
• Counterparty risk is managed by complying with fixed limits

THE DFDS SHARE AND SHAREHOLDERS

The total return on the DFDS share was 130% in 2015

Share capital

DFDS has one class of shares. At the end of 2015, the share capital was DKK 1,230m comprising 61,500,000 shares, each with a nominal value of DKK 20.

Two changes were made to the share capital in 2015. The nominal share value was lowered from DKK 100 to DKK 20 through a stock split of 1:5 and 1,750,000 shares were cancelled. Both changes were approved by an extraordinary general meeting held on 17 September 2015.

Stock exchange trading

The DFDS share is listed on Nasdaq Copenhagen where 20.6m DFDS shares were traded in 2015 equal to an annual turnover of DKK 3.7bn. The average number of trades per day was 548 and the average daily turnover was DKK 15m. The DFDS share was included in the Large Cap index in 2015.

Share price performance

DFDS' share price rose by 126% to DKK 267 in 2015, equal to an increase in DFDS' market value of DKK 8.7bn to a total market value of DKK 15.8bn, excluding treasury shares. By comparison, the Danish stock market's all share index rose by 28% in 2015, while DFDS' peer group index rose by 35%.

DFDS' peer group index includes DSV (DK), Finnlines (FIN), Irish Continental Group (IE), Tallink Grupp (ES) and Viking Line (FIN).

The total yield on the DFDS share was 4.6% in 2015, including the yield from dividends and the buyback of shares.

Distribution policy and dividend

DFDS' distribution policy is to pay dividend semi-annually. The payment of semi-annual dividends was introduced in August 2015 to facilitate a faster return of capital to shareholders and better align dividend payments with DFDS' seasonal cash flow cycle that peaks during the third quarter, which is the high season for passenger travel.

In addition, excess capital, as determined by the leverage target, can be distributed through share buyback shares and/or dividends.

Leverage is defined by the ratio of net interest-bearing debt (NIBD) to operating profit before depreciation (EBITDA). The targeted leverage is a NIBD/EBITDA multiple of between 2.0 and 3.0. The targets can be suspended in connection with large investments, including acquisitions, and other strategic events.

The Board of Directors proposes to the 2016 annual general meeting (AGM) a dividend of DKK 3.00 per share. In addition, the Board of Directors plan to distribute a further dividend of DKK 2.00 per share in August 2016.

SHARE RELATED KEY FIGURES1 2015 2014 2013 2012 2011
Share price, DKK
Price at year-end 267.0 118.2 87.4 51.1 71.0
Price high 282.0 118.2 91.1 77.2 96.0
Price low 121.0 80.8 52.4 51.6 70.6
Market value year-end, DKK m 15,840 7,177 5,559 3,706 5,149
No. of shares year-end, m 61.5 63.3 74.3 74.3 74.3
No. of circulating shares year-end, m 59.3 60.7 63.6 72.5 72.5
Distribution to shareholders, DKK m
Dividend paid per share, DKK 5.4 2.8 2.8 2.8 1.6
Total dividend paid ex. treasury shares 326 177 203 203 117
Buyback of shares 401 295 628 0 0
Total distribution to shareholders 727 472 831 203 117
FCFE yield, % 9.7 2.6 7.5 28.3 28.1
Total distribution yield, % 4.6 6.5 14.8 5.4 2.2
Cash payout ratio, % 47.0 253.8 197.2 19.1 8.0
Shareholder return
Share price change, % 125.9 35.2 71.0 -28.0 -15.1
Dividend return, % 4.6 3.2 5.5 3.9 1.9
Total shareholder return, % 130.5 38.4 76.5 -24.1 -13.2
Share valuation
Equity per share, DKK 105.4 100.0 98.5 95.0 95.2
Price/book value, times 2.53 1.18 0.76 0.52 0.73

1Key figures for previous years are adjusted for 1:5 stock split in 2015

OWNERSHIP STRUCTURE,
END OF 2015
Lauritzen Foundation 42.5
Institutional shareholders 39.9
Other registered shareholders 8.6
Treasury shares 3.5
Non-registered shareholders 5.4
Total 100.0

With reference to §29 in the Danish Securities Trading Act, the Lauritzen Foundation domiciled in Copenhagen, Denmark, has notified DFDS A/S that it holds more than 5% of the share capital and voting rights of the company.

SHAREHOLDER DISTRIBUTION
NO. OF SHARE % OF SHARE
No. of shares HOLDERS CAPITAL
1-50 4,650 0.3
51-500 7,460 2.3
501-5000 2,090 4.4
5001-50000 242 6.4
50001- 94 81.2
Total* 14,536 94.6

* Total of registered shareholders

Distribution to shareholders

At the AGM in March 2015, the Board of Directors received a mandate to purchase treasury shares totalling a maximum of 10% of the share capital.

In 2015, DFDS distributed a total of DKK 727m to shareholders. DKK 401m was distributed through share buybacks and DKK 326m was paid as dividends, of which DKK 218m was paid in April and DKK 108m was paid in August.

Two new share buyback programmes totalling DKK 650m were launched on 12 February 2016.

Shareholders

At the end of 2015, DFDS had 14,536 registered shareholders who owned 94.6% of the share capital. International shareholders owned 31.3% (2014: 19.7%) of the total share capital excluding non-registered shareholders that owned 5.4%.

The Lauritzen Foundation was the largest shareholder with a holding of 42.5% of the total share capital at the end of 2015.

Investor relations

Søren Brøndholt Nielsen, Director, IR & Corporate Planning Phone: +45 3342 3359 E-mail: [email protected]

Shareholder's secretariat

Helle Hvidtfeldt Jensen, Secretary Phone: +45 3342 3271 E-mail: [email protected]

Analysts covering the DFDS share

CARNEGIE BANK Marcus Bellander Phone: +45 3288 0298 E-mail: [email protected]

DANSKE BANK MARKETS Finn Bjarke Petersen Phone: +45 4512 8036 E-mail: [email protected]

HANDELSBANKEN

CAPITAL MARKETS Dan Togo Jensen Phone: +45 4679 1246 E-mail: [email protected]

NORDEA MARKETS Stig Frederiksen Phone: +45 3333 5723 E-mail: [email protected]

SEB EQUITIES

Lars Heindorff Phone: +45 3328 3307 E-mail: : [email protected]

DFDS SHARE PRICE AND TRADING VOLUME, 2015

Trading volume Share price

SHARE PRICE PERFORMANCE RELATIVE TO PEER GROUP AND COPENHAGEN INDEX 2015

COMPANY ANNOUNCEMENTS 2015

DFDS released 108 company announcements in 2015, of which the most important are listed below. A complete list of announcements is available at
www.dfdsgroup.com/investors/announcementsuk/
Share buy-back week 51 2015 and completion of programme 18/12/2015
Newhaven-Dieppe contract extended by two years 11/12/2015
Financial calendar 2016 09/12/2015
DFDS achieves record result in q3 19/11/2015
Share capital and votes per 31 October 2015 05/11/2015
Major shareholder announcement 16/10/2015
Reduction of share capital completed 16/10/2015
New UK temperature controlled logistics contract 02/10/2015
Share capital and votes per 30 September 2015 30/09/2015
Russian freight route adapted to slot charter 24/09/2015
Summary of extraordinary general meeting 17/09/2015
Newhaven-Dieppe contract set to expire end of 2015 11/09/2015
Agreement reached between parties on Channel 31/08/2015
Stock split 1:5 to enhance liquidity of the DFDS share 20/08/2015
Semi-annual dividends and interim dividend of DKK 9 extra per share 20/08/2015
DFDS raises 2015 outlook again 20/08/2015
Major shareholder announcement 13/07/2015
DFDS' offer for channel ferries accepted by Eurotunnel 22/06/2015
DFDS and Eurotunnel agree terms and conditions concerning the ferries Berlioz and Rodin 07/06/2015
DFDS raises 2015 outlook 21/05/2015
UK competition authority seeks permission to appeal in Eurotunnel case 20/05/2015
UK court of appeal rules in favour of appeal in Eurotunnel/SeaFrance case 15/05/2015
Adjusted comparison figures 2014 for Logistics Division's business units 13/05/2015
New share buyback of DKK 300m 21/04/2015
Share buyback week 17 2015 and closing of programme 21/04/2015
New automotive logistics contract 27/03/2015
Fleet optimisation entails sale of freight ship 27/03/2015
DFDS A/S –
summary of annual general meeting, 24 march 2015
24/03/2015
Performance set to improve further based on solid 2014 25/02/2015
Award of share options 17/02/2015
UK court of appeal grants SCOP permission to appeal 09/02/2015
UK competition appeal tribunal reject appeals in Eurotunnel /SeaFrance case 09/01/2015

FINANCIAL REVIEW

2015 was financially a strong year for DFDS. Revenue increased by 5% to DKK 13.5bn and EBITDA increased by 42% to DKK 2,041m helped by the high operating leverage of the shipping activities. At the same time, financial gearing was reduced by a positive free cash flow of DKK 1.6bn

DFDS' activities are organised in two divisions: the Shipping Division, which operates five business units, and the Logistics Division, which operates three business units. Non-allocated items consist of corporate costs not allocated to either division.

In order to make figures comparable, large non-recurring items are recognised as special items in the income statement.

Revenue

Reported revenue increased by 5.4% to DKK 13,473m in 2015 and by 7.1% adjusted for route closures and acquisitions in 2014.

The Shipping Division's revenue increased by 7.6% to DKK 9,071m adjusted for route closures in 2014. The growth was driven by 6.6% higher freight volumes while the number of passengers increased by 8.1%, both adjusted for route closures. On a business unit level, the main driver of the revenue growth was the growth of 17.3% in Channel

where revenue increased following the exit of a competing ferry operator at the end of June 2015. Adjusted for route closures in 2014, revenue also increased in North Sea, Passenger and France & Mediterranean in 2015. Capacity adjustments contributed to a slight decrease in revenue in Baltic Sea. In addition, revenue from external charter activity increased in 2015.

The Logistics Division's revenue of DKK 5,034m increased by 6.4% adjusted for acquisitions made in 2014. The revenue growth was driven by contributions from all three business units. UK & Ireland's revenue was increased by the full-year impact of an acquisition completed on 1 July 2014. Nordic's revenue was increased by a new, major automotive logistics contract in Gothenburg that started in Q1 2015.

EBITDA before special items

Operating profit before depreciation, EBITDA, and special items increased by 42% to DKK 2,041m.

The Shipping Division's EBITDA increased by 46% to DKK 1,906m. The increase was supported by higher earnings in all business units. More than a third of the increase was achieved by Channel driven by volume growth as well as higher unit revenues. Earnings in the other business units was improved by a mix of volume growth, changes in customer mix, including higher unit revenues, and more efficient operations. The Logistics Division's EBITDA increased by 17% to DKK 234m. Earnings improved in all three business units, although only slightly

REVENUE
REVENUE, DKK M 2015 2014 ∆ %
Shipping Division 9,071 8,733 3.9 338
Logistics Division 5,034 4,625 8.8 409
Eliminations etc. -632 -579 9.0 -52
DFDS Group 13,473 12,779 5.4 694

EBITDA BEFORE SPECIAL ITEMS

DKK M 2015 2014 ∆ %
Shipping Division 1,906 1,309 45.6 597
Logistics Division 234 200 17.0 34
Non-allocated items -99 -76 30.0 -23
DFDS Group 2,041 1,433 42.4 608
EBITDA-margin, % 15.1 11.2 n.a. 3.9

SPECIAL ITEMS

DKK M 2015
Gain regarding sale of ro-ro freight ship Flandria Seaways 12
Adjustment of estimated earn-out related to Kapellskär-Paldiski route -28
Cost related to ONE Finance project -6
Impairment of installations on a ship -23
Reversal of earn-out related to acquisition of Quayside Group 9
DFDS Group -36

in Nordic as extra costs were incurred for the start-up of a new logistics contract. Continent's result was improved by higher volumes and more balanced traffics. UK & Ireland's result was primarily improved by the full-year impact of an acquisition completed on 1 July 2014.

The cost of non-allocated items increased to DKK -99m from DKK -76m in 2014 mainly due to higher corporate project costs.

Associates and profit on sale of assets

The share of loss in associates and joint ventures was DKK -12m, mainly related to the port terminal activity Gothenburg RoRo. Profit on the sale of non-current assets amounted to DKK 5m.

Depreciation, impairment and EBIT

Total depreciation and impairment increased by 8% to DKK 835m mainly due to higher ship depreciations, including the fullyear impact of the delivery of two ro-ro new buildings in 2014 and scrubber installations. The Group's EBIT before special items increased by 73% to DKK 1,199m.

Special items

Special items in 2015 was a net cost of DKK -36m, primarily related to adjustments to an earn-out agreement for a route acquired in 2011 and the impairment of installations on a ship. The special items are listed in the table on page 30 and further information on special items is available in note 7.

Operating profit, EBIT, after special items was DKK 1,164m, an increase of 86%.

Financing

The net cost of financing was DKK 121m, a reduction of DKK 3m compared to 2014 and a reduction of DKK 31m adjusted for an income of DKK 28m from the waiver of a loan by a minority shareholder in a subsidiary in 2014. The adjusted variance was mainly due to a lower net interest cost following reductions in net interest-bearing debt and the interest rate level.

Tax and the annual result

The profit before tax for 2015 was DKK 1,043m, an improvement of DKK 542m or 108% compared to 2014.

The shipping activities of the DFDS Group are covered by tonnage tax schemes in Denmark, Norway, the Netherlands, Lithuania, Cyprus and France. The tax on the annual profit amounted to a total cost of DKK -32m. This includes DKK -24m of tax for the year and DKK -38m of deferred taxes. Adjustments to previous years' taxes amounted to an income of DKK 24m and the write-down of deferred tax assets amounted to a cost of DKK 2m, while the reversal of a write-down of deferred tax assets amounted to an income of DKK 9m. Finally, changes to the rate of corporation tax generated a cost of DKK 1m.

The net annual result was DKK 1,011m, an improvement of DKK 578m compared to 2014.

Investments

Net investments in 2015 amounted to DKK 571m, of which DKK 423m were related to ships comprising scrubber installations, dockings and upgrades. The proceeds from the sale of a freight ship amounted to DKK 108m.

The remaining net investments of DKK 256m were primarily related to cargo carrying equipment, terminals and IT system development.

Assets, invested capital and return

Total assets amounted to DKK 12,646m at the end of the year which was an increase of 3% compared to 2014. Net working capital, defined as inventory and trade receivables minus trade payables, was reduced from DKK 279m in 2014 to DKK 131m driven by the initiatives of the Light Capital project. At year-end 2015, invested capital was DKK 8,363m, a decrease of 3% compared to 2014. Calculated as an average, invested

REVENUE AND INVESTED CAPITAL

DFDS GROUP - EBITDA BEFORE SPECIAL ITEMS PER QUARTER

DKK m

2015

capital was DKK 8,535m in 2015 on a level with 2014.

The return on invested capital, ROIC, was 13.3% in 2015 and 13.7% adjusted for special items.

Financing and capital structure

At year-end 2015, interest-bearing debt was DKK 2,952m compared to DKK 3,199m at year-end 2014. Bonds constituted 48% of interest-bearing debt and mortgaged ship loans 39%.

Net interest-bearing debt decreased by 28% to DKK 1,773m. At year-end 2015, the ratio of net interest-bearing debt to EBITDA before special items was 0.9.

Cash flow

The gross cash flow from operations increased by 57% to DKK 2,221m due to higher earnings from operations and an increase in the release of cash from working capital compared to 2014.

Following a cash flow from investment activities of DKK -571m, the free cash flow (FCFF) was DKK 1,637m.

The cash flow from financing activities was DKK -820m in 2015, of which DKK -727m was cash distributed to shareholders through share buybacks and dividend. The financing cash flow included a grant of DKK 35m from the EU related mainly to scrubber installations.

The net cash flow of 2015 was DKK 725m and cash and cash equivalents increased to DKK 1,423m.

Impairment test

Based on the impairment tests performed in 2015 of the Group's non-current intangible

and tangible assets, no write-downs or reversals of prior years' write-downs are deemed necessary apart from a write-down of DKK 3m on a ro-pax ship held for sale.

The impairment tests are described in greater detail in note 37.

Equity

Equity amounted to DKK 6,530m at yearend 2015, including non-controlling interests of DKK 50m. This was an increase of DKK 403m compared to year-end 2014. Total comprehensive income for 2015 was DKK 1,058m while transactions with owners reduced equity by DKK -656m, including dividends of DKK 326m, buyback of shares of DKK 401m and an income of DKK 63m from the sale of treasury shares related to the exercise of share options.

The equity ratio was 52% at year-end 2015 compared to 50% at year-end 2014.

Parent company key figures

The revenue of the parent company, DFDS A/S, was DKK 6,712m in 2015 and the profit before tax was DKK 513m. Total assets at year-end amounted to DKK 11,261m and the equity was DKK 4,322m.

FREE CASH FLOW, FCFF

FINANCIAL STATEMENTS CONSOLIDATED

INCOME STATEMENT (1 JANUARY – 31 DECEMBER)

DKK '000

Note 2015 2014
Revenue 1,2 13,473,491 12,779,085
Costs
Operating costs 3 -7,630,857 -7,836,970
Charter hire -625,035 -574,133
Employee costs 4 -2,487,651 -2,317,235
Cost of sales and administration 5 -688,976 -617,358
Total costs -11,432,519 -11,345,696
Operating profit before depreciation (EBITDA) and special items 2,040,972 1,433,389
Share of profit/loss of associates and joint ventures 13 -11,685 24,940
Profit on disposal of non-current assets, net 6 4,892 9,204
Depreciation, amortisation and impairment 11,12
Depreciation ships -661,431 -618,719
Depreciation other non-current assets -170,565 -153,151
Impairment losses on ships and other non-current assets 12,33 -2,782 -534
Total depreciation and impairment -834,779 -772,404
Operating profit (EBIT) before special items 1,199,400 695,129
Special items, net 7 -35,535 -69,523
Operating profit (EBIT) 1,163,865 625,606
Financial income 8 25,729 37,037
Financial costs 8 -146,496 -161,115
Profit before tax 1,043,099 501,528
Tax on profit 9 -31,921 -68,018
Profit for the year 1,011,178 433,510

DKK '000

Note 2015 2014
Profit for the year is attributable to:
Equity holders of DFDS A/S
Non-controlling interests
1,011,497
-319
434,685
-1,175
Profit for the year 1,011,178 433,510
Earnings per share
Basic earnings per share (EPS) of DKK 20 in DKK 1
Diluted earnings per share (EPS-D) of DKK 20 in DKK 1
10 16.8
16.5
7.0
6.9
Proposed profit appropriation
Proposed dividend, DKK 3.0 per share (2014: DKK 3.6 per share) 1

1 Comparative figures have been restated to reflect the change of the nominal share value from DKK 100 to DKK 20 through a share split of 1:5 made in September 2015.

COMPREHENSIVE INCOME (1 JANUARY – 31 DECEMBER)

DKK '000

Note 2015 2014
Profit for the year 1,011,178 433,510
Other comprehensive income
Items that will not subsequently be reclassified to the Income statement:
Remeasurement of defined benefit pension obligations 20 -41,237 -43,401
Tax on items that will not be reclassified to the Income statement 9 8,384 8,444
Items that will not subsequently be reclassified to the Income statement -32,853 -34,957
Items that are or may subsequently be reclassified to the Income statement:
Value adjustment of hedging instruments:
Value adjustment for the year -69,956 -110,444
Value adjustment transferred to operating costs 30,452 -12,160
Value adjustment transferred to financial costs 61,307 86,228
Foreign exchange adjustments, subsidiaries 58,391 -110,805
Unrealised value adjustment of securities -1,371 -380
Unrealised impairment of securities transferred to financial costs 1,127 1,222
Realised value adjustment of securities transferred to financial costs 0 961
Items that are or may subsequently be reclassified to the Income statement 79,950 -145,378
Total other comprehensive income after tax 47,097 -180,335
Total comprehensive income 1,058,275 253,175
Total comprehensive income for the year is attributable to:
Equity holders of DFDS A/S 1,058,479 254,465
Non-controlling interests -204 -1,290
Total comprehensive income 1,058,275 253,175

The majority of amounts included in Other comprehensive income relates to Group companies which are taxed under tonnage tax schemes hence, there is no tax on this.

BALANCE SHEET 31 DECEMBER (ASSETS)

DKK '000

Note 2015 2014
Goodwill 532,289 521,562
Other non-current intangible assets 29,281 30,676
Software 148,373 103,193
Development projects in progress 55,694 60,794
Non-current intangible assets
11
765,637 716,225
Land and buildings 124,824 124,366
Terminals 521,702 541,662
Ships 6,818,849 7,094,549
Equipment, etc. 494,416 460,272
Assets under construction and prepayments 222,654 290,635
Non-current tangible assets
12
8,182,445 8,511,484
Investments in associates and joint ventures
13
33,671 24,577
Receivables
14
25,022 24,601
Securities
15
18,399 19,794
Deferred tax
18
97,152 98,870
Other non-current assets 174,244 167,842
Non-current assets 9,122,326 9,395,551
Inventories
16
Receivables
14
110,571
1,844,976
111,733
1,883,587
Prepayments 86,001 101,811
Cash 1,422,562 694,503
Current assets 3,464,110 2,791,634
Assets classified as held for sale
33
59,215 61,671
Total current assets 3,523,325 2,853,305
Assets 12,645,652 12,248,856

BALANCE SHEET 31 DECEMBER (EQUITY AND LIABILITIES)

Note 2015 2014
Share capital
Reserves
Retained earnings
Proposed dividend
17 1,230,000
-246,988
5,312,714
184,500
1,265,000
-333,956
4,917,040
227,700
Equity attributable to equity holders of DFDS A/S 6,480,226 6,075,784
Non-controlling interests 49,511 51,398
Equity 6,529,737 6,127,182
Interest bearing liabilities
Deferred tax
Pension and jubilee liabilities
Other provisions
22
18
20
21
2,213,219
156,864
362,575
38,555
2,924,361
136,973
322,086
43,597
Non-current liabilities 2,771,213 3,427,017
Interest bearing liabilities
Trade payables
Other provisions
Corporation tax
Other payables
Deferred income
22
21
25
23
24
738,655
1,573,260
78,920
25,309
809,696
111,735
274,996
1,492,933
36,868
19,331
745,449
125,080
Current liabilities 3,337,575 2,694,657
Liabilities relating to assets classified as held for sale 33 7,127 0
Liabilities 6,115,915 6,121,674
Equity and liabilities 12,645,652 12,248,856

STATEMENT OF CHANGES IN EQUITY (1 JANUARY – 31 DECEMBER)

DKK '000

Reserves
Share
capital
Translation
reserve
Hedging
reserve
Revaluation
of securities
Treasury
shares
Retained
earnings
Proposed
dividend
Equity attributable
to equity holders
of DFDS A/S
Non-controlling
interests
Total
Equity at 1 January 2015 1,265,000 -224,791 -58,848 308 -50,625 4,917,040 227,700 6,075,784 51,398 6,127,182
Comprehensive income for the year
Profit for the year
1,011,497 1,011,497 -319 1,011,178
Other comprehensive income
Items that will not subsequently be reclassified to the Income statement:
Remeasurement of defined benefit pension obligations -41,237 -41,237 -41,237
Tax on items that will not be reclassified to the Income statement 8,384 8,384 8,384
Items that will not subsequently be reclassified to the Income statement 0 0 0 0 0 -32,853 0 -32,853 0 -32,853
Items that are or may subsequently be reclassified to the Income statement:
Value adjustments for the year -69,956 -69,956 -69,956
Value adjustment transferred to operating costs 30,452 30,452 30,452
Value adjustment transferred to financial costs 61,307 61,307 61,307
Foreign exchange adjustments, subsidiaries 58,276 58,276 115 58,391
Unrealised value adjustment of securities -1,371 -1,371 -1,371
Unrealised impairment of securities transferred to financial costs 1,127 1,127 1,127
Items that are or may subsequently be reclassified to the Income statement 0 58,276 21,803 -244 0 0 0 79,835 115 79,950
Total other comprehensive income after tax 0 58,276 21,803 -244 0 -32,853 0 46,982 115 47,097
Total comprehensive income 0 58,276 21,803 -244 0 978,644 0 1,058,479 -204 1,058,275
Transactions with owners
Acquisition, non-controlling interests 1,238 1,238 -1,683 -445
Proposed dividend during year -113,850 113,850 0 0
Dividend paid -325,793 -325,793 -325,793
Dividend on treasury shares 15,757 -15,757 0 0
Proposed dividend by year-end -184,500 184,500 0 0
Vested regarding share-based payments 7,192 7,192 7,192
Purchase of treasury shares -45,156 -355,799 -400,955 -400,955
Cash from sale of treasury shares related to exercise of share options 17,289 45,423 62,712 62,712
Reduction of share capital by cancellation of treasury shares -35,000 35,000 0 0
Other adjustments 1,569 1,569 1,569
Total transactions with owners 2015 -35,000 0 0 0 7,133 -582,970 -43,200 -654,037 -1,683 -655,720
Equity at 31 December 2015 1,230,000 -166,515 -37,045 64 -43,492 5,312,714 184,500 6,480,226 49,511 6,529,737

The majority of amounts included in Other comprehensive income relates to Group companies which are taxed under tonnage tax schemes hence, there is no tax on this.

The Parent Company's share capital, which is not divided into different classes of shares, is divided into 61,500,000 shares of DKK 20 each. All shares rank equally.

There are no restrictions on voting rights. The shares are fully paid up.

STATEMENT OF CHANGES IN EQUITY (1 JANUARY – 31 DECEMBER)

DKK '000

Reserves
Share
capital
Translation
reserve
Hedging
reserve
Revaluation
of securities
Treasury
shares
Retained
earnings
Proposed
dividend
Equity attributable
to equity holders
of DFDS A/S
Non-controlling
interests
Total
Equity at 1 January 2014 1,485,608 -114,101 -22,472 -1,495 -213,544 4,943,031 186,200 6,263,227 54,923 6,318,150
Comprehensive income for the year
Profit for the year
434,685 434,685 -1,175 433,510
Other comprehensive income
Items that will not subsequently be reclassified to the Income statement:
Remeasurement of defined benefit pension obligations -43,401 -43,401 -43,401
Tax on items that will not be reclassified to the Income statement 8,444 8,444 8,444
Items that will not subsequently be reclassified to the Income statement 0 0 0 0 0 -34,957 0 -34,957 0 -34,957
Items that are or may subsequently be reclassified to the Income statement:
Value adjustments for the year
-110,444 -110,444 -110,444
Value adjustment transferred to operating costs -12,160 -12,160 -12,160
Value adjustment transferred to financial costs 86,228 86,228 86,228
Foreign exchange adjustments, subsidiaries -110,690 -110,690 -115 -110,805
Unrealised value adjustment of securities -380 -380 -380
Unrealised impairment of securities transferred to financial costs 1,222 1,222 1,222
Realised value adjustment of securities transferred to financial costs 961 961 961
Items that are or may subsequently be reclassified to the Income statement 0 -110,690 -36,376 1,803 0 0 0 -145,263 -115 -145,378
Total other comprehensive income after tax 0 -110,690 -36,376 1,803 0 -34,957 0 -180,220 -115 -180,335
Total comprehensive income 0 -110,690 -36,376 1,803 0 399,728 0 254,465 -1,290 253,175
Transactions with owners
Acquisition, non-controlling interests 1,647 1,647 -2,235 -588
Dividend paid -177,289 -177,289 -177,289
Dividend on treasury shares 8,911 -8,911 0 0
Proposed dividend -227,700 227,700 0 0
Vested regarding share-based payments 6,521 6,521 6,521
Cash from sale of treasury shares related to exercise of share options 5,953 17,288 23,241 23,241
Reduction of share capital by cancellation of treasury shares -220,608 220,608 0 0
Purchase of treasury shares -63,642 -231,238 -294,880 -294,880
Other adjustments -1,148 -1,148 -1,148
Total transactions with owners 2014 -220,608 0 0 0 162,919 -425,719 41,500 -441,908 -2,235 -444,143
Equity at 31 December 2014 1,265,000 -224,791 -58,848 308 -50,625 4,917,040 227,700 6,075,784 51,398 6,127,182

The majority of amounts included in Other comprehensive income relates to Group companies which are taxed under tonnage tax schemes hence, there is no tax on this.

The Parent Company's share capital, which is not divided into different classes of shares, is divided into 63,250,000 shares of DKK 20 each. The number of shares has been restated to reflect the change of the nominal share value from DKK 100 to DKK 20 through a share split of 1:5. All shares rank equally. There are no restrictions on voting rights. The shares are fully paid up.

CASH FLOW STATEMENT (1 JANUARY – 31 DECEMBER) NOTES

DKK '000

Note 2015 2014
Operating profit before depreciation (EBITDA) and special items 2,040,972 1,433,389
Cash flow effect from special items related to operating activities
Adjustments for non-cash operating items, etc.
Change in working capital
Payment of pension liabilities and other provisions
28
29
-16,858
55,836
198,690
-57,625
-32,810
13,331
39,476
-42,686
Cash flow from operating activities, gross 2,221,015 1,410,700
Interest, etc. received
Interest, etc. paid
Tax paid
117,404
-208,722
-13,812
110,094
-253,603
-12,520
Cash flow from operating activities, net 2,115,885 1,254,671
Investments in ships including dockings, rebuildings and ships under construction
Sale of ships including net compensation for ship declared total loss
Investments in other non-current tangible assets
Sale of other non-current tangible assets
Investments in non-current intangible assets
Investment in other non-current assets, net
Acquisition of enterprises, associates, joint ventures and activities
Capital contribution to joint ventures
Sale of activities
Dividend received from associates and joint ventures
31
31
13
-422,590
108,265
-181,683
10,782
-59,070
23
-6,829
-20,732
0
1,292
-857,891
0
-111,717
38,813
-53,997
59
-84,847
0
910
0
Cash flow to/from investing activities, net -570,542 -1,068,670
Proceed from loans secured by mortgage in ships
Repayment of and instalments on loans secured by mortgage in ships
Change in other non-current investments, net
Change in other financial loans, net
Payment of financial lease liabilities
Change in operating credits
Change in loan to associates and joint ventures
Proceed from issuance of corporate bonds
Acquisition of non-controlling interests
Acquisition of treasury shares
Cash received from exercise of share options
Government grants related to purchase of assets
Dividends paid
30
32
17
120,876
-176,872
12,639
-95,681
-20,774
-30,190
-1,181
0
-445
-400,955
62,712
35,432
-325,793
652,550
-1,506,090
89
319,474
-46,899
-133,221
-4,592
498,250
-588
-294,880
23,241
8,980
-177,289
Cash flow to/from financing activities, net -820,232 -660,975
Net increase/(decrease) in cash and cash equivalents 725,111 -474,974
Cash and cash equivalents at 1 January
Foreign exchange and value adjustments of cash and cash equivalents
694,503
2,948
1,166,440
3,037
Cash and cash equivalents at 31 December 1 1,422,562 694,503

1 At year-end 2015 DKK 85.4m (2014: DKK 0) of the cash was deposited on restricted bank accounts as security for derivatives with negative fair values.

The cash flow statement cannot directly be derived from the income statement and the balance sheet. CONSOLIDATED – FINANCIAL STATEMENTS

NOTES TO THE INCOME STATEMENT

  • 42 1 Segment information
  • 44 2 Revenue
  • 44 3 Consumable of bunker and goods
  • 44 4 Employee costs
  • 45 5 Fees to Auditors appointed at the annual general meeting
  • 45 6 Profit on disposal of non-current assets, net
  • 45 7 Special items, net
  • 46 8 Financial items
  • 46 9 Tax
  • 47 10 Earnings per share

NOTES TO THE BALANCE SHEET

  • 47 11 Non-current intangible assets
  • 48 12 Non-current tangible assets
  • 49 13 Investments in associates and joint ventures
  • 50 14 Receivables
  • 50 15 Securities
  • 50 16 Inventories
  • 51 17 Treasury shares (number of shares)
  • 51 18 Deferred tax
  • 52 19 Share options
  • 53 20 Pension and jubilee liabilities
  • 54 21 Other provisions
  • 55 22 Interest-bearing liabilities
  • 55 23 Other payables
  • 55 24 Deferred income
  • 55 25 Corporation tax liabilities
  • 56 26 Information on financial instruments
  • 56 27 Financial and operational risks

NOTES TO THE STATEMENT OF CASH FLOW

  • 59 28 Non-cash operating items
  • 59 29 Change in working capital
  • 59 30 Change in other financial loans, net

NOTES – ADDITIONAL INFORMATION

  • 59 31 Acquisition and sale of enterprises and activities
  • 60 32 Acquisition of non-controlling interests
  • 61 33 Assets held for sale
  • 61 34 Guarantees, collateral and contingent liabilities
  • 61 35 Contractual commitments
  • 62 36 Related party transactions
  • 63 37 Impairment tests
  • 64 38 Events after the balance sheet date
  • 64 39 Significant accounting estimates and assessments
  • 66 40 Accounting Policies
  • 72 41 Company overview

Note 1 Segment information

The segments together with allocation of operating profit, assets and liabilities etc. are identical with the internal reporting structure of the Group. Management has defined the Groups business segments based on the reporting regularly presented to the Group Executive Management, which also forms the basis for management's decisions.

The costs of the segments are the directly registered costs including a few systematically allocated indirect costs, primarily concerning group functions.

The accounting policies regarding the preparation of the individual segment, including transactions between segments, are in accordance with the accounting policies of the Group. Non-allocated costs therefore reflects the general functions, which cannot reasonably be allocated to the segments. The costs consist primarily of costs concerning the Executive Board and Board of Directors but also parts of Group functions like IT, Treasury, Investor relation, Legal, Communication, Financial Control and depreciation on the Group's IT-systems etc. In addition the elimination of transactions between segments is included. Transactions between segments are concluded at arm's length terms.

Segment assets includes assets, which are directly related to the segment, including non-current intangible, noncurrent tangible and other non-current assets, inventories, receivables, prepayments, cash in hand and at bank of group enterprises and deposits at the Parent Company. Segment liabilities include current and non-current liabilities.

The Shipping Division's activities are divided into five business areas: North Sea, Baltic Sea, Channel, Passenger and France & Mediterranean.

The Shipping Division's activities are operation of ro-ro and ro-pax tonnage, but also operation of passenger ships. In addition, operation of terminals along with the Group's main routes are included. The customers for ro-ro and ro-pax tonnage are mainly transportation and shipping companies as well as manufacturers of heavy industrial goods with a high demand for sea transportation. The main customers for Passenger cover passengers with own cars, Mini Cruises, conferences and tour operators.

The Logistics Division's activities are divided into three business areas: Nordic, Continent and UK & Ireland.

The Logistics Division's activities are full- and part load transportation, and also warehousing and logistics solutions for larger customers. In addition the division operates lo-lo tonnage and also transport on railway. The customers are primarily importers/exporters and manufacturers of heavy industrial goods.

DKK '000

Note 1 Segment information (continued)

2015 Shipping
Division
Logistics
Division
Non
allocated
Total
External revenue 8,453,328 5,010,032 10,131 13,473,491
Intragroup revenue 617,658 23,747 301,858 943,263
Revenue 9,070,986 5,033,779 311,989 14,416,754
Operating expenses, external -6,909,932 -4,151,135 -371,452 -11,432,519
Intragroup operating expenses -255,266 -648,689 -39,309 -943,263
Operating profit before depreciation (EBITDA)
and special items 1,905,788 233,955 -98,771 2,040,972
Share of profit/loss of associates and joint ventures -11,478 -208 0 -11,685
Profit on disposal of non-current assets, net 1,084 3,808 0 4,892
Depreciation of ships and other non-current assets -713,161 -94,886 -23,950 -831,996
Impairment losses on ships and other non-current assets -2,611 -172 0 -2,782
Operating profit (EBIT) before special items 1,179,623 142,498 -122,721 1,199,400
Special items, net -38,621 8,586 -5,500 -35,535
Operating profit (EBIT) 1,141,002 151,084 -128,221 1,163,865
Financial items, net -120,767
Profit before tax 1,043,099
Tax on profit -31,921
Profit for the year 1,011,178
Total assets excluding assets held for sale 8,866,580 2,037,459 1,682,398 12,586,437
Investments in associates and joint ventures 32,308 1,363 0 33,671
Capital expenditures of the year 391,338 157,254 61,552 610,144
Assets held for sale, reference is made to note 33 45,671 0 13,544 59,215
Liabilities relating to assets classified as held for sale 7,127 0 0 7,127
Liabilities excluding liabilities relating to assets
classified as held for sale 2,152,962 221,001 3,734,825 6,108,788

Note 1 Segment information (continued)

2014 Shipping
Division
Logistics
Division
Non
allocated
Total
External revenue
Intragroup revenue
8,171,954
561,124
4,596,171
28,722
10,960
273,367
12,779,085
863,213
Revenue 8,733,078 4,624,893 284,327 13,642,298
Operating expenses, external
Intragroup operating expenses
-7,181,868
-242,446
-3,834,774
-590,167
-329,054
-30,600
-11,345,696
-863,213
Operating profit before depreciation (EBITDA)
and special items
Share of profit/loss of associates and joint ventures
1,308,764
26,105
199,952
-1,165
-75,327
0
1,433,389
24,940
Profit on disposal of non-current assets, net
Depreciation of ships and other non-current assets
Impairment losses on ships and other non-current assets
61
-665,194
0
9,143
-84,105
-534
0
-22,571
0
9,204
-771,870
-534
Operating profit (EBIT) before special items
Special items, net
669,736
-40,792
123,291
1,730
-97,898
-30,461
695,129
-69,523
Operating profit (EBIT)
Financial items, net
628,944 125,021 -128,359 625,606
-124,078
Profit before tax
Tax on profit
501,528
-68,018
Profit for the year 433,510
Total assets excluding assets held for sale
Investments in associates and joint ventures
Capital expenditures of the year
Assets held for sale, reference is made to note 33
Liabilities
9,350,596
21,609
868,986
48,161
1,978,778
1,967,665
2,968
305,020
0
800,355
868,924
0
58,784
13,510
3,342,541
12,187,185
24,577
1,232,790
61,671
6,121,674

Geographical breakdown

The Group does not have a natural geographic split on countries, since the Group, mainly Shipping Division, is based on a connected route network in Northern Europe, where the routes support each other with sales and customer services located in one country whereas the actual revenue is created in other countries. It is consequently not possible to present a meaningful split of revenues and non-current assets by country. The split is therefore presented by the sea and geographical areas, in which DFDS operates.

The adjusted split results in seven geographical areas: North sea, Baltic sea, English Channel, Continent, Nordic, UK/Ireland and Mediterranean. As a consequence of the Group's business model the routes do not directly own the ships, but solely charters the ships from a vessel pool. The ships are frequently moved within the Group's routes. It is therefore not possible to meaningfull estimate the exact value of the non-current assets per geographical area. Instead an adjusted allocation has been used.

DKK '000

Note 1 Segment information (continued)

North
sea
Baltic
sea
English Channel Continent Nordic UK/
Ireland
Mediter
ranean
Total
2015
Total revenue 4,948,471 1,211,875 1,794,571 1,865,829 1,619,876 1,524,290 508,580 13,473,491
Non-current assets 5,373,060 1,582,361 1,193,019 262,033 209,490 501,521 843 9,122,326
2014
Total revenue 4,872,199 1,269,402 1,521,253 1,767,301 1,493,356 1,334,625 520,949 12,779,085
Non-current assets 5,683,068 1,566,512 1,217,988 172,756 279,561 474,847 819 9,395,551

Information on significant customers

The Group does not have any customers that, individually or seen as a group, represents more than 10% of the Group's net revenue.

Note 2 Revenue 2015 2014
Sale of goods on board ships
Sale of services
Rental income from time charter and bareboat charter of ships and operating equipment
1,205,676
11,802,409
465,406
1,149,050
11,254,465
375,570
Total revenue 13,473,491 12,779,085

DKK '000

Note 3 Consumable of bunker and goods 2015 2014
Consumable of bunker and goods included in operating costs
Change in inventory write-downs for the year
2,303,533
441
Total consumable of bunker and goods 1,920,298 2,303,974

Consumable of bunker and goods consists of bunker and cost related to sales of goods and services on board.

DKK '000

Note 4 Employee costs 2015 2014
Wages, salaries and remuneration 1,955,193 1,847,389
Hereof capitalised employee costs -26,706 -35,240
Defined contribution pension plans 95,784 103,602
Defined benefit pension plans, reference is made to note 20 -2,081 4,954
Other social security costs 237,022 204,890
Share based payment, reference is made to note 19 7,192 6,521
Other employee costs 221,247 185,119
Total employee costs 2,487,651 2,317,235
Of this remuneration to the Executive Board:
Wages and salaries 10,217 10,234
Bonus 8,174 8,174
Defined contribution pension plans 1,022 1,022
Share based payment 3,486 3,248
Other employee cost 516 579
Total remuneration to Executive Board 23,415 23,257
Remuneration to the Board of Directors and Audit Committee
Chairman 763 750
Deputy chairmen 900 950
Other members of the Board of Directors 1,987 2,025
Total remuneration, Board of Directors and Audit Committee 3,650 3,725
Full time equivalents (FTE), average 6,616 6,363

Remuneration to the chairperson of the Audit Committee amounts to DKK 100k (2014: DKK 100k) and remuneration to other members of the Audit Committee amounts to DKK 50k (2014: DKK 50k) each. No remuneration is paid to members of other committees.

In connection with a change of control of the Group, the members of the Executive Board can - within the first 12 months of the event - trigger termination of their employment on similar terms as if the Company has terminated the employment of the members of the Executive Board, however, with an increased redundancy payment of up to 12 months salary.

Note 5 Fees to Auditors appointed at the annual general meeting 2015 2014
Audit fees 5,416 4,585
Other assurance engagements 491 53
Tax and VAT advice 1,316 552
Non-audit services 1,406 829
Total fees 8,629 6,019

DKK '000

Note 6 Profit on disposal of non-current assets, net 2015 2014
Profit on disposal of property, plant and equipment
Ships 1,811 0
Land and buildings 0 5,629
Equipment, etc. 3,844 4,258
Profit on disposal of property, plant and equipment 5,655 9,887
Loss on disposal of property, plant and equipment
Equipment, etc.
-763 -683
Loss on disposal of property, plant and equipment -763 -683
Total profit on disposal of non-current assets, net 4,892 9,204

DKK '000

Note 7 Special items, net 2015 2014
Gain regarding sale of the ro-ro freight ship Flandria Seaways 12,288 0
Reversal of estimated earn-out regarding the acquisition of Quayside Group 8,586 0
Adjustment of estimated earn-out to seller regarding the route Kapellskär-Paldiski
acquired in 2011
-28,370 -4,730
Impairment of installations on a ship1 -22,539 0
Costs related to designing and implementing one group wide finance service centre,
including advisor costs, redundancies etc.
-5,500 -29,534
Badwill regarding the acquisition of Stef Transport Limited and Seagull Transport Limited
and gain from sale of the activities located in Boulogne sur Mer to STEF
0 1,835
Costs related to route closures and other restructurings caused by new low sulphur rules 0 -32,335
Impairment of external agency acitvity in business area France and Mediterranean 0 -3,727
Costs related to restructuring and improvements of processes in connection with project
Customer Focus Initiative
0 -1,032
Special items, net -35,535 -69,523
If special items had been included in the operating profit before special items,
they would have been recognised as follows:
Employee costs
-2,860 -50,815
Cost of sales and administration -2,640 -6,939
Operating profit before depreciation (EBITDA) and special items -5,500 -57,754
Profit on disposal of non-current assets, net
Impairment losses on ships and other non-current assets
Financial income/costs
12,288
-22,539
-19,784
1,835
-8,874
-4,730
Special items, net -35,535 -69,523

1 The value of the installations is zero and accordingly the net book value is written down to zero. Based on the Accounting Policy, the impairment is included under special items.

Note 8 Financial items 2015 2014
Financial income
Interest income from banks, etc. 5,884 6,252
Realised gain on securities 65 0
Other dividends 9,518 2,679
Other financial income1 10,262 28,106
Total financial income 25,729 37,037
Financial costs
Interest expense to banks, credit institutions, corporate bonds, etc. -86,716 -116,695
Foreign exchange losses, net2 -34,286 -21,787
Realised loss on securities (transferred from equity) 0 -961
Defined benefit pension plans, reference is made to note 20 -10,659 -11,266
Unrealised loss on loan receivable -2,080 0
Impairment of securities (transferred from equity) -1,127 -1,222
Other financial costs -11,628 -16,338
Transfer to assets under construction3 0 7,154
Total financial costs -146,496 -161,115
Financial items, net -120,767 -124,078

1 2014 includes income of DKK 27.9m from a loan in a subsidiary waived by minority shareholder.

2 Foreign exchange gains in 2015 amounts to DKK 175m (2014: DKK 337m) and foreign exchange losses amounts to DKK 209m (2014: DKK 359m) for the Group.

3 2014: Interest capitalised on two newbuildings. The interest was calculated by using a mix of a specific interest rate and a general interest rate of approximately 1.7 - 4.9% p.a.

Except for interest expenses relating to interest swap agreements of DKK 5.6m (2014: DKK 16.2m) interest income and interest expenses relate to financial instruments measured at amortised cost.

Other financial costs contains bank charges, fees, early repayment fees, commitment fees, etc.

DKK '000

Note 9 Tax 2015 2014
Current tax
Current joint tax contributions
Deferred tax for the year
Adjustment to corporation tax in respect of prior years
Adjustment to deferred tax in respect of prior years
Adjustment of corporate income tax rate
Write-down of deferred tax assets
Reversal of write-down of deferred tax assets
-23,412
-757
-29,402
19,835
4,397
-1,183
-1,611
8,596
-24,202
0
-17,044
-16,307
983
-2,758
-246
0
Tax for the year -23,537 -59,574
Tax for the year is recognised as follows:
Tax in the income statement (effective tax)
Tax in other comprehensive income
-31,921
8,384
-68,018
8,444
Tax for the year -23,537 -59,574

DKK '000

Note 9 Tax (continued) 2015 2014
Tax in the income statement can be specified as follows:
Profit before tax
Of this, tonnage taxed income
1,043,099
-804,290
501,528
-321,978
Profit before tax (corporate income tax) 238,809 179,550
23.5% tax of profit before tax (2014: 24.5%)
Adjustment of calculated tax in foreign subsidiaries compared to 23.5% (2014: 24.5%)
-56,120
-1,676
-43,990
2,338
Tax effect of:
Non-taxable/-deductible items
Tax asset for the year, not recognised
Utilisation of non-capitalised tax asset
Tax risk accruals, net
Other adjustments of tax in respect of prior years
-6,125
-5,353
9,777
20,809
9,225
-3,729
-8,469
4,532
-19,004
3,232
Corporate income tax
Tonnage tax
-29,463
-2,458
-65,090
-2,928
Tax in the income statement -31,921 -68,018
Effective tax rate
Effective tax rate before adjustment of prior years' tax
3.1
5.9
13.6
10.4
Tax in other comprehensive income can be specified as follows:
Deferred tax
8,384 8,444
Total tax in other comprehensive income 8,384 8,444

DFDS A/S and its Danish subsidiaries and Danish taxed branches are within the Danish Act of compulsory joint taxation with LF Investment ApS and J. Lauritzen A/S and these two companies' Danish controlled enterprises. In accordance with the Danish rules on joint taxation, DFDS A/S' 100% owned Danish subsidiaries are jointly and severally liable for DFDS A/S' corporation tax liabilities towards the Danish tax authorities while DFDS A/S and its Danish subsidiaries only are subsidiary and pro rata liable for the corporation tax liabilities towards the Danish tax authorities for all other companies that are part of the Danish joint taxation. LF Investment ApS is the administration company in the joint taxation and settles all payments of corporation tax with the tax authorities.

The majority of the shipping activities performed in the Danish, Lithuanian, Cyprus, Norwegian, Dutch and French enterprises in the Group are included in local tonnage tax schemes where the taxable income related to transportation of passengers and freight is calculated based on the tonnage deployed during the year. Taxable income related to other activities is taxed according to the normal corporate income tax rules.

Adjustment of prior years' tax in 2015 primarily relates to the final settlement and utilisation of tax losses between the English companies in the Group, between the Danish companies in the Group, reversal of write-down of deferred tax assets, etc.

Adjustment of prior years' tax in 2014 primarily relates to the final settlement between the Danish companies in the Group following settlement of a dispute with the Danish Tax Authorities.

Note 10 Earnings per share 2015 20141
Profit for the year 1,011,178 433,510
Attributable to non-controlling interests 319 1,175
Attributable to DFDS Group 1,011,497 434,685
Weighted average number of issued ordinary shares 62,880,822 66,703,990
Weighted average number of treasury shares -2,813,678 -4,457,995
Weighted average number of circulating ordinary shares 60,067,144 62,245,995
Weighted average number of share options issued 1,284,311 562,635
Weighted average number of circulating ordinary shares (diluted) 61,351,455 62,808,630
Basic earnings per share (EPS) of DKK 20 in DKK 16,8 7,0
Diluted earnings per share (EPS-D) of DKK 20 in DKK 16,5 6,9

1 The comparative figures in the table above and the text below have been restated to reflect the change of the nominal share value from DKK 100 to DKK 20 through a share split of 1:5 made in September 2015.

When calculating diluted earnings per share for 2015, no share options (2014: 43,130 share options were omitted as they were out-of-the-money) are omitted as they are all in-the-money.

DKK '000

Note 11 Non-current intangible assets

Goodwill Other
non-current
intangible
assets
Software Development
projects in
progress
Total
Cost at 1 January 2015 644,686 39,307 282,043 60,794 1,026,830
Foreign exchange adjustments 8,665 1,742 116 0 10,522
Addition on acquisition of enterprises 760 1 570 0 0 1,330
Additions 0 0 22,835 36,235 59,070
Transfers 0 0 41,335 -41,335 0
Cost at 31 December 2015 654,111 41,619 346,329 55,694 1,097,753
Amortisation and impairment losses at
1 January 2015 123,124 8,631 178,850 0 310,605
Foreign exchange adjustments -1,302 159 -6 0 -1,149
Amortisation charge 0 3,548 18,248 0 21,796
Transfers 0 0 864 0 864 2
Amortisation and impairment losses
at 31 December 2015
121,822 12,338 197,956 0 332,116
Carrying amount at 31 December 2015 532,289 29,281 148,373 55,694 765,637

1Addition of goodwill relates to the purchase of activity in Beltrin s.r.o. (DKK 0.8m).

2Transferred DKK 864k from non-current tangible assets.

DKK '000

Note 11 Non-current intangible assets (continued)

Goodwill Other
non-current
intangible
assets
Software Development
projects in
progress
Total
Cost at 1 January 2014 545,871 20,799 238,552 53,388 858,610
Foreign exchange adjustments -9,212 -327 90 0 -9,449
Addition on acquisition of enterprises 108,027 1 18,835 0 0 126,862
Additions 0 0 22,709 31,288 53,997
Disposals 0 0 -775 -3,287 -4,062
Transfers 0 0 21,467 -20,595 872 2
Cost at 31 December 2014 644,686 39,307 282,043 60,794 1,026,830
Amortisation and impairment losses at
1 January 2014 121,123 6,059 163,553 3,287 294,022
Foreign exchange adjustments -2,260 -26 -7 0 -2,293
Amortisation charge 0 2,598 15,207 0 17,805
Impairment charge 4,261 0 0 0 4,261
Disposals 0 0 -775 -3,287 -4,062
Transfers 0 0 872 0 872 2
Amortisation and impairment losses
at 31 December 2014 123,124 8,631 178,850 0 310,605
Carrying amount at 31 December 2014 521,562 30,676 103,193 60,794 716,225

1Addition of goodwill relates to the purchase of Quayside Group (DKK 104.3m) and acquisition of an agency in BU France and Mediterranean (DKK 3.7m). 2Transferred from non-current tangible assets.

Recognised goodwill is attributable to the following cash generating units:

DKKm 2015 2014
Shipping:
North Sea and Baltic Sea 199.5 197.8
Logistics:
Nordic 1 60.2 58.2
Continent 151.3 150.9
UK & Ireland 121.3 114.7
Total 532.3 521.6

1Relates to the cash generating unit 'Nordic - comprising forwarding- and logistics activities in the Nordic and Baltic countries'.

Regarding impairment tests and impairment losses of goodwill, reference is made to note 37.

The carrying amount of completed software and development projects in progress primarily relates to a new Passenger booking system, a new Transport Management System to the Logistics Division, a new procurement system and a new point of sale system.

Note 12 Non-current tangible assets

Land and
buildings
Terminals Ships Equipment
etc.
Assets under
construction
and pre
payments
Total
Cost at 1 January 2015 156,216 826,708 12,387,152 1,121,031 290,635 14,781,742
Foreign exchange adjustments 5,659 17,873 36,516 37,658 -350 97,356
Addition on acquisition of enterprises 1 0 0 0 5,802 0 5,802
Additions 564 0 63,388 120,551 359,439 2 543,942
Disposals -2,990 0 -170,427 -21,256 -4,057 -198,730
Transfers 13 7,378 409,211 6,411 -423,013 0
Transferred to assets classified as
held for sale 3 0 0 -104,744 0 0 -104,744
Cost at 31 December 2015 159,462 851,959 12,621,096 1,270,197 222,654 15,125,368
Depreciation and impairment losses
at 1 January 2015 31,850 285,046 5,292,603 660,759 0 6,270,258
Foreign exchange adjustments 594 9,661 6,551 25,419 0 42,225
Depreciation charge 5,065 35,550 661,431 108,154 0 810,200
Impairment charge 0 0 0 172 0 172
Impairment charge, part of special
items 0 0 22,539 0 0 22,539
Disposals -2,871 0 -152,475 -17,859 0 -173,205
Transfers 0 0 0 -864 0 -864 4
Transferred to assets classified as
held for sale 3 0 0 -28,402 0 0 -28,402
Depreciation and impairment losses
at 31 December 2015 34,638 330,257 5,802,247 775,781 0 6,942,923
Carrying amount at 31 December
2015
124,824 521,702 6,818,849 494,416 222,654 8,182,445
Hereof assets held under
finance leases 0 0 0 38,324 0 38,324

1 Addition on acqusition of entreprises relates to the purchase of minor logistics activities.

2 Primarily relates to installation of scrubbers on several ships, rebuild of two ships Côte des Dunes and Côte des Flandres where

charter agreements will commence in February 2016, and extension of warehouse in Larkhall.

3 References is made to note 33.

4 Transferred DKK 864k to non-current intangible assets.

DKK '000

Note 12 Non-current tangible assets

Land and
buildings
Terminals Ships Equipment
etc.
Assets under
construction
and pre
payments
Total
Cost at 1 January 2014 139,318 822,587 11,623,276 984,419 570,789 14,140,389
Foreign exchange adjustments 2,431 15,442 -185,978 6,100 -6,735 -168,740
Addition on acquisition of enterprises 1 36,976 0 0 67,570 0 104,546
Additions 359 552 62,241 102,737 781,496 2 947,385
Disposals -23,747 -12,949 -166,473 -37,797 0 -240,966
Transfers 879 1,076 1,054,086 -1,998 -1,054,915 -872 3
Cost at 31 December 2014 156,216 826,708 12,387,152 1,121,031 290,635 14,781,742
Depreciation and impairment losses
at 1 January 2014 28,646 253,266 4,917,546 597,081 0 5,796,539
Foreign exchange adjustments 7 9,026 -78,342 684 0 -68,625
Depreciation charge 7,030 33,884 618,719 94,939 0 754,572
Disposals -4,206 -11,249 -165,320 -30,581 0 -211,356
Transfers 373 119 0 -1,364 0 -872
Depreciation and impairment losses
at 31 December 2014
31,850 285,046 5,292,603 660,759 0 6,270,258
Carrying amount at 31 December
2014
124,366 541,662 7,094,549 460,272 290,635 8,511,484
Hereof assets held under
finance leases
0 0 0 57,204 0 57,204

1 Addition on acqusition of entreprises relates to the purchase of Quayside Group and STEF.

2 Primarily relates to construction of the two newbuildings ARK Dania and ARK Germania (ro-ro ships) and the completion hereof in 2014. 3 Transferred to non-current intangible assets.

On the basis of the impairment tests performed in 2015 there has been no impairment loss on ships (2014: DKK 0m). For further information regarding the impairment tests reference is made to note 37.

In 2015 EU awarded DFDS a grant of up to DKK 67m primarily related to installation of scrubbers on six freight ships. In 2014 EU awarded DFDS a grant of up to DKK 47m primarily related to installation of scrubbers on five freight ships.

The grants are recognised as follows in the financial statements:

DKK m

Offset against relevant
assets/costs
Received in cash Recognised as receivable
31 December 2014 -29 9 20
Movement -57 35 22
31 December 2015 -86 44 42
Note 13 Investments in associates and joint ventures 2015 2014
Cost at 1 January
Foreign exchange adjustment
Additions
Other equity movements
1,864
275
21,195
0
5,067
-188
0
-3,015
Cost at 31 December 23,334 1,864
Value adjustments at 1 January
Foreign exchange adjustment
Share of result for the year
Dividend received
22,713
601
-11,685
-1,292
-1,284
-943
24,940
0
Value adjustments at 31 December 10,337 22,713
Carrying amount at 31 December 33,671 24,577

Addition in 2015 relates to the establishment of the joint ventures DFDS Logistics Ibérica S.L. and Moss Stevedore AS (DKK 0.5m) and capital injection in Bohus Terminal Holding AB (DKK 20.7m).

DKK '000

The Group's share
2015 Domicile Ownership Revenue Result for
the year
Assets Liabilities Equity Result
for
the year
Joint ventures:
Oslo Container Terminal AS Oslo 50% 17,518 -142 1,641 41 800 -71
Moss Stevedore AS Moss 50% 6,674 0 155 0 78 0
Bohus Terminal Holding AB Gothenburg 65% 1 289,051 -17,658 241,099 191,394 32,308 -11,478
DFDS Suardiaz Line Ltd. Immingham 50% 2 162,590 -806 22,762 72,625 -24,932 -403
DFDS Logistics Ibérica S.L. Madrid 51% 1+2 9,763 -97 15,873 15,224 331 -49
Associates:
Seafront Port Services AS Oslo 40% 32,955 -219 7,470 7,086 154 -87
8,739 -12,088
Of which investments in associates and joint ventures with negative value 24,932 403
33,671 -11,685

1Due to minority protection in the shareholders' agreements the DFDS Group does not have a controlling interest.

The entities are classified as joint ventures.

2Owned by the Parent Company.

Comprehensive income for each associate and joint venture corresponds to the profit for the year.

DKK '000

Note 13 Investments in associates and joint ventures (continued)

The Group's share
2014 Domicile Ownership Revenue Result for
the year
Assets Liabilities Equity Result
for
the year
Joint ventures:
Oslo Container Terminal AS Oslo 50% 105,350 -1,895 17,421 12,091 2,665 -948
Bohus Terminal Holding AB Gothenburg 65% 1 350,263 40,164 212,197 178,855 21,609 26,106
DFDS Suardiaz Line Ltd. Immingham 50% 2 159,531 1,200 31,263 81,135 -24,936 600
Associates:
Seafront Port Services AS Oslo 40% 35,266 -545 4,939 4,182 303 -218
-359 25,540
Of which investments in associates and joint ventures with negative value 24,936 -600
24,577 24,940

1Due to minority protection in the shareholders' agreement the DFDS Group does not have controlling interest, despite of 65 % ownership. The entity is classified as a joint venture. The Group's share of Profit for the year is positively affected by DKK 31.5m related to compensation for early termination of volume commitment guarantee in a customer contract.

2Owned by the Parent Company.

Comprehensive income for each associate and joint venture corresponds to the profit for the year.

Nature of business for associates and joint ventures

Joint ventures: Nature of business:
Oslo Container Terminal AS Operated a terminal in the port of Oslo. Operation seased during 2015.
Moss Stevedore AS Stevedoring services in the port of Moss, Norway
Bohus Terminal Holding AB Operates a terminal in the port of Gothenburg through its 100% owned subsidiary
Gothenburg Ro/Ro Terminal AB
DFDS Suardiaz Line Ltd. Operates a LO/LO shipping line between the continent and UK
DFDS Logistics Ibérica S.L. Agency activities involving door to door services between Spain/Portugal and UK.
Associates:
Seafront Port Services AS Operates several terminals in several ports in the southern part of Norway.
Note 14 Receivables 2015 2014
Other non-current receivables 25,022 24,601
Total non-current receivables 25,022 24,601
Trade receivables
Receivables from associates and joint ventures
Corporation tax and joint taxation contribution, receivable, reference is made to note 25
Fair value of derivative financial instruments, forward transactions and bunker hedges
Other receivables and current assets1
1,593,196
55,094
2,679
4,534
189,473
1,660,561
53,912
7,850
13,586
147,678
Total current receivables 1,844,976 1,883,587
Total current and non-current receivables 1,869,998 1,908,188

1 Hereof EU Grant of DKK 42m (2014: DKK 20m).

The carrying amount of receivables is in all material respects equal to the fair value.

None of the trade receivables with collateral are overdue at 31 December 2015 (2014: none). The collateral consists of bank guarantees with a fair value of DKK 4m (2014: DKK 4m).

Receivables that are past due, but not impaired: 2015 2014
Days past due:
Up to 30 days 268,423 413,109
31-60 days 62,944 81,317
61-90 days 12,435 24,084
91-120 days 4,260 12,279
More than 120 days 119 33,511
Past due, but not impaired 348,181 564,300

Movements in write-downs, which are included in the above trade receivables:

Write-downs at 1 January 52,820 44,508
Foreign exchange adjustment 795 -867
Addition on acquisition of enterprises 0 4,120
Write-downs 39,744 20,839
Realised losses -4,680 -14,997
Reversed write-downs -21,930 -783
Write-downs at 31 December 66,749 52,820

DKK '000

Note 14 Receivables (continued) 2015 2014
Age distribution of write-downs:
Days past due:
Up to 30 days 2,757 5,438
31-60 days 4,789 3,964
61-90 days 3,974 265
91-120 days 1,773 2,297
More than 120 days 53,456 40,856
Write-downs at 31 December 66,749 52,820

Write-downs and realised losses are recognised in operating costs in the Income statement.

Write-downs on trade receivables are caused by customer bankruptcy or uncertainty about the customers ability and/or willingness to pay.

DKK '000

Note 15 Securities 2015 2014
Listed bonds 0 23
Listed shares 34 1,406
Other shares and equity investments 17,782 17,782
Other investments 583 583
Total non-current securities 18,399 19,794

Securities are assets classified as 'available for sale'.

Other shares and equity investments as well as other investments consist of some minor unlisted enterprises and holdings. These investments are not remeasured to fair value because the fair value cannot be measured reliably. Instead the securities are recognised at cost reduced by impairment, if any.

Note 16 Inventories 2015 2014
Bunker 42,858 49,956
Goods for sale 71,729 64,909
Impairment of inventories -4,015 -3,132
Total inventories 110,571 111,733
Note 17 Treasury shares (number of shares) 2015 20141
Treasury shares at 1 January
Acquisition of treasury shares
Disposal of treasury shares due to exercise of share options
Cancellation of treasury shares
2,531,240
2,257,770
-864,400
-1,750,000
10,677,220
3,182,075
-297,650
-11,030,405
Treasury shares at 31 December 2,174,610 2,531,240
Market value of treasury shares at 31 December 580,621 299,193

1 The comparative figures in the table above and the text below have been restated to reflect the change of the nominal share value from DKK 100 to DKK 20 through a share split of 1:5 made in September 2015.

In accordance with the Annual General Meeting in March 2015 the Board of Directors is authorised – until the 24 March 2020 – to acquire treasury shares equal to up to 10% of DFDS A/S' share capital. The price cannot deviate by more than 10% from the listed acquisition price on NASDAQ Copenhagen at the time of acquisition.

DFDS A/S has during 2015 acquired treasury shares for a total payment of DKK 401.0m (2014: DKK 294.9m). Furthermore, DFDS A/S has during 2015 disposed treasury shares for a total consideration of DKK 62.7m (2014: DKK 23.2) in connection with employees exercise of share options.

The Parent Company's holding of treasury shares at 31 December 2015 is 2,174,610 shares of DKK 20 each (2014: 2,531,240 shares), corresponding to 3.54% (2014: 4.00%) of the Parent Company's share capital. Treasury shares have been acquired for the share buy-back programme and to cover the share option scheme for employees.

On an Extraordinary General Meeting in September 2015 it was decided to cancel 1,750,000 of the treasury shares. This resulted in a reduction of the Company's share capital by nominally DKK 35,000,000. The cancellation had legal effect from 16 October 2015, which was one month from the decision was taken. Furthermore, it was decided to change the nominal share value from DKK 100 to DKK 20 through a stock split of 1:5. This implied that each share with a nominal value of DKK 100 was split into five shares with a nominal value of DKK 20 each.

DKK '000

Note 18 Deferred tax

2015 Ships Land and
buildings,
terminals
and other
equipment Provisions Tax loss
carried
forward
Other Total
Deferred tax at 1 January 120,249 12,114 -58,573 -37,970 2,283 38,103
Foreign exchange adjustments 4,734 -34 -3,367 -476 159 1,016
Impact from change in corporate income tax rate 1,668 -69 -344 -72 0 1,183
Recognised in the Income statement 12,748 -655 8,103 17,408 182 37,786
Recognised in Other comprehensive income
Utilised of tax losses between jointly taxed
0 0 -8,384 0 0 -8,384
companies
Adjustment regarding prior years recognised in
0 0 0 1,390 0 1,390
the Income statement -3,394 1,395 370 -1,401 -1,367 -4,397
Write-down of deferred tax assets 0 0 0 1,611 0 1,611
Reversal of write-down of deferred tax assets 0 0 0 -8,596 0 -8,596
Deferred tax at 31 December 136,005 12,751 -62,195 -28,106 1,257 59,712
2014
Deferred tax at 1 January 115,803 8,227 -51,755 -27,889 3,088 47,474
Foreign exchange adjustments -8,414 -710 -3,211 708 -151 -11,778
Impact from change in corporate income tax rate 0 -46 2,324 478 2 2,758
Addition on acquisition of enterprises 0 -1,822 0 -15,033 0 -16,855
Recognised in the Income statement 12,853 2,444 2,396 8,023 -228 25,488
Recognised in Other comprehensive income 0 0 -8,444 0 0 -8,444
Utilised of tax losses between jointly taxed
companies 0 5 0 175 17 197
Adjustment regarding prior years recognised in
the Income statement
7 4,016 117 -4,678 -445 -983
Write-down of deferred tax assets 0 0 0 246 0 246
Deferred tax at 31 December 120,249 12,114 -58,573 -37,970 2,283 38,103
2015 2014
Deferred tax is recognised in the balance sheet as follows:
Deferred tax (assets)
-97,152 -98,870
Deferred tax (liabilities) 156,864 136,973
Deferred tax at 31 December, net 59,712 38,103

By joining the tonnage taxation scheme, DFDS A/S is subject to the requirements of the scheme until 2021. DFDS A/S is not expected to withdraw from the scheme and consequently no deferred tax relating to assets and liabilities subject to tonnage taxation has been recognised. If DFDS A/S withdraws from the tonnage taxation scheme, deferred tax in the amount of maximum DKK 300m (2014: DKK 267m) may be recognised.

The Group has unrecognised tax losses carried forward of DKK 348m with a tax value of DKK 81m (2014: tax losses of DKK 372m, tax value of DKK 90m). Tax losses carried forward are recognised in deferred tax assets to the extent that the losses are expected to be utilised in the form of future taxable profits within a foreseeable future.

Note 19 Share options

The decision to grant share options is made by the Board of Directors. Share options have been granted to the Executive Board and leading employees. Each share option gives the holder of the option the right to acquire one existing share in the Parent Company of nominal DKK 20. The share option schemes equals a right to acquire 3.6% of the share capital (2014: 4.1%) if the remaining share options are exercised.

Share options are granted at an exercise price equal to the average share price of the Parent Company's shares 20 days before the grant with an addition of 5%.

Vesting is done on a straight line basis over three years from the date of grant. Special conditions apply regarding illness and death and if the capital structure of the Parent Company is changed, etc.

The share options can be exercised when a minimum of 3 years and a maximum of 5 years have elapsed since the grant dates. The options can only be exercised within a period of 4 weeks after publication of annual or interim reports.

Share options granted can only be settled with shares. A part of the treasury shares is reserved for settling the outstanding share options.

2014 figures are restated due to the stock split of 1:5 in September 2015.

2015 Executive
Board
Number
Leading
employees
Number
Resigned
employees
Number
Total Average
exercise
price per
option
DKK
Average
fair value
per option
DKK
Total fair
value
DKK '000
Outstanding at 1 January
Granted during the year
Exercised during the year
Forfeited during the year
218,915
-452,860
0
1,311,140 1,257,260
249,530
-376,510
85
0
-35,030
-1,545
42,685 2,611,085
468,445
-864,400
-1,460
70.80
136.00
75.55
49.43
44.07
122.54
10.37
209.89
115,067
57,403
8,964
306
Outstanding at 31 December 1,077,195 1,130,365 6,110 2,213,670 83.93 176.92 391,645
Of this exercisable at
the end of the year
0 7,350 0 7,350 76.32 190.67 1,401
2014
Outstanding at 1 January
Transferred between categories
Granted during the year
Exercised during the year
Forfeited during the year
0
309,515
-178,750
0
1,180,375 1,087,070
-67,550
339,715
-101,975
0
67,550
0
-16,925
-15,855
7,915 2,275,360
0
649,230
-297,650
-15,855
66.62
74.12
88.60
78.08
62.69
20.59
43.71
29.17
28.67
50.81
46,843
2,953
18,939
8,532
806
Outstanding at 31 December 1,311,140 1,257,260 42,685 2,611,085 70.80 44.07 115,067
Of this exercisable at
the end of the year
100,000 43,130 0 143,130 89.79 28.47 4,075

DKK '000

Note 19 Share options (continued)

864,400 share options have been exercised during 2015 (2014: 297,650). The average weighted market price per share exercised in 2015 is DKK 165.78 (2014: DKK 106.80).

Vesting of share options is expensed in the Income statement for 2015 with DKK 7.2m (2014: DKK 6.5m).

The calculated fair values are based on the Black-Scholes formula for measuring share options.

The outstanding options at 31 December 2015 have an average weighted time to maturity of 1.9 years (2014: 2.0 years).

Assumptions concerning the calculation of fair value at time of grant:

Year of grant Exercise
price
Market
price at
grant date
Expected
volatility
Risk-free
interest
rate
Expected
dividend
per share
(DKK) at
grant date
Expected
term
Fair value
per option
at time of
granting
2015 136.00 132.20 24.75% -0.49% 3.60 4 years 15.98
2014 88.60 85.20 26.01% 0.83% 2.80 4 years 11.31
2013 58.80 56.40 26.20% 0.60% 2.40 4 years 6.38
2012 69.20 65.20 27.95% 0.74% 2.40 4 years 8.50
2011 (Leading employees) 93.00 87.00 35.73% 2.42% 2.40 4 years 19.92

The expected volatility for 2011 grant to the Leading employees is based on the historic volatility for the past 3 years. The expected volatility for 2012 is based on the historic volatility for the past 3 years. The expected volatility for 2013 to 2015 is based on the historic volatility for the past 4 years. The risk free interest rate is based on 4 year Danish government bonds.

Note 20 Pension and jubilee liabilities

The Group contributes to defined contribution plans as well as defined benefit plans. The majority of the pension plans are funded through payments of annual premiums to independent insurance companies responsible for the pension obligation towards the employees (defined contribution plans). In these plans the Group has no legal or constructive obligation to pay further contributions irrespective of the financial situation of these insurance companies. Pension costs from such plans are expensed in the Income statement when incurred.

In primarily the United Kingdom and the Netherlands the Group has defined benefit plans. In addition there are minor defined benefit plans in Norway, Belgium, Italy, Germany, Denmark and Sweden. The majority of the defined benefit plans are pension plans that yearly pay out a certain percentage of the employee's final salary upon retirement. The pensions are paid out as from retirement and during the remaining life of the employee. The percentage of the salary is dependent of the seniority of the employee except for the closed plans in the United Kingdom and some of the other minor plans. The defined benefit plans typically include a spouse pension and disability insurance.

Some of the pension plans in Sweden are multi-employer plans, which cover a large number of enterprises. The plans are collective and are covered through premiums paid to Alecta. The Swedish Financial Accounting Standards Council's interpretations committee (Redovisningsrådet) has defined this plan as a multi-employer defined benefit plan. Presently, it is not possible to obtain sufficient information from Alecta to assess the plans as defined benefit plans. Consequently, the pension plans are similar to prior years treated as defined contribution plans. The contributions made amounts to DKK 3.2m in 2015 (2014: DKK 2.9m). The collective funding ratio at Alecta amounts to 153% as per December 2015 (December 2014: 146%). For 2016 the contributions are expected to be DKK 3.9m. DFDS' share of the multi-employer plan is around 0.0075% and the liability follows the share of the total plan.

Based on actuarial calculations the defined benefit plans show the following liabilities:

DKK '000

2015 2014
Present value of funded defined benefit obligations
Fair value of plan assets
1,344,953
-1,015,368
1,261,137
-972,891
Funded defined benefit obligations, net 329,585 288,246
Present value of unfunded defined benefit obligations 15,438 16,706
Recognised liabilities for defined benefit obligations 345,023 304,952
Provision for jubilee liabilities 17,552 17,134
Total actuarial liabilities, net 362,575 322,086
Note 20 Pension and jubilee liabilities (continued) 2015 2014
Movements in the net present value of funded and unfunded defined benefit obligations
Funded and unfunded obligations at 1 January
Foreign exchange adjustments
Current service costs
Interest costs
Actuarial gain(-)/loss(+) arising from changes in demographic assumptions
Actuarial gain(-)/loss(+) arising from changes in financial assumptions
Past service costs
Benefits paid
Employee contributions
Settlements and curtailments
1,277,843
58,442
3,556
43,601
-19,660
53,411
0
-42,833
208
-14,177
1,077,631
50,563
5,975
47,116
-26,758
159,408
-1,021
-35,309
238
0
Funded and unfunded obligations at 31 December 1,360,391 1,277,843
Movements in the fair value of the defined benefit plan assets
Plan assets at 1 January
Foreign exchange adjustments
Calculated interest income
Return on plan assets excluding calculated interest income
Costs of managing the assets
Administration costs paid from the plan assets
Employer contributions
Employee contributions
Benefits paid
Settlements and curtailments
Plan assets at 31 December
-972,891
-41,649
-32,942
5,464
2,022
377
-26,114
-208
40,820
9,753
-1,015,368
-817,663
-35,566
-35,852
-91,178
2,006
354
-25,187
-238
30,433
0
-972,891
Movements in the asset ceiling
Asset ceiling at 1 January
Foreign exchange adjustments
Interest costs
Change in asset ceiling excluding amounts included in interest costs
0
0
0
0
82
-7
2
-77
Asset ceiling at 31 December 0 0
Expenses recognised as employee costs in the Income statement:
Current service costs
Past service costs
Payments on settlements and curtailments
Gain (-)/loss(+) on settlements and curtailments
3,556
0
-1,213
-4,424
5,975
-1,021
0
0
Total included in employee costs regarding defined benefit plans -2,081 4,954
Note 20 Pension and jubilee liabilities (continued) 2015 2014
Expenses included in administration costs:
Administration costs paid from the plan assets 377 354
Total included in administration costs regarding defined benefit plans 377 354
Expenses recognised as financial costs in the Income statement:
Interest costs 43,601 47,116
Interest income -32,942 -35,852
Interest cost on asset ceiling 0 2
Total included in financial costs regarding defined benefit plans 10,659 11,266
Total expenses for defined benefit plans recognised in the Income statement 8,955 16,574
Expenses recognised in Other comprehensive income:
Remeasurements of plan obligations 33,751 132,650
Remeasurements of plan assets 7,486 -89,172
Change in asset ceiling 0 -77
Total included in Other comprehensive income regarding defined benefit plans 41,237 43,401
Plan assets consist of the following:
Listed shares (of this no DFDS A/S shares) 493,846 457,169
Corporate bonds 141,373 204,419
Government and mortgage bonds 96,953 30,655
Cash and cash equivalents 2,331 6,724
Real estate 31,406 28,760
Other assets (primarily insured plans) 249,459 245,164
Total plan assets 1,015,368 972,891

Actuarial calculations or roll forward calculations are performed annually for all defined benefit plans. Assumptions regarding future mortality are based on actuarial advice in accordance with published statistics and experience in each country. The following significant assumptions have been used for the actuarial calculations:

Average weighted assumptions: 1

Discount rate 3.4% 3.3%
Social security rate 0.4% 0.3%
Future salary increase 0.5% 0.6%
Future pension increase 2.6% 2.5%
Inflation 2.3% 2.2%

1 All factors are weighted at the pro rata share of the individual actuarial obligation.

Significant actuarial assumptions for the determination of the retirement benefit obligation are discount rate, expected future remuneration increases and expected mortality. The sensitivity analysis below have been determined based on reasonably likely changes in the assumptions occurring at the end of the period.

DKK '000

Note 20 Pension and jubilee liabilities (continued) 2015 2014
Sensitivity analysis
Reported obligation 31 December 1,360,391 1,277,843
Discount rate -0.5% point compared to assumptions 1,504,708 1,412,634
Discount rate +0.5% point compared to assumptions 1,235,206 1,160,763
Salary increase -0.5% point compared to assumptions 1,359,060 1,274,308
Salary increase +0.5% point compared to assumptions 1,362,115 1,282,151
Mortality -1 year compared with used mortality tables 1,321,511 1,236,784
Mortality +1 year compared with used mortality tables 1,406,339 1,321,178

Weighted average duration on the liabilities end of 2015 is 19.3 years (2014: 19.3 years).

The Group expects to make a contribution of DKK 28.1m (expected for 2015: DKK 27.7m) to the defined benefit plans in 2016.

Maturity analysis of the obligations

Total obligations 1,360,391 1,277,843
After 5 years 1,179,882 1,102,922
1-5 years 149,620 143,874
0-1 year 30,889 31,047

DKK '000

Note 21 Other provisions 2015 2014
Other provisions at 1 January 80,465 45,641
Foreign exchange adjustments 3,056 1,380
Addition from acquisition of enterprises 760 1,859
Provisions made during the year 73,550 44,401
Used during the year -29,965 -12,070
Reversal of unused provisions -10,391 -746
Other provisions at 31 December 117,475 80,465
Other provisions are expected to be payable in:
0-1 year 78,920 36,868
1-5 years 29,511 34,025
After 5 years 9,044 9,572
Other provisions at 31 December 117,475 80,465

Of the Group's provision of DKK 117.5m (2014: DKK 80.5m), DKK 19.6m (2014: DKK 13.2m) is estimated redelivery provision regarding leased operating equipment and DKK 18.5m (2014: DKK 0m) is relating to an onerous bare boat charter contract. DKK 49.3m (2014: DKK 46.7m) is estimated net present value of earn-out agreements regarding acquisitions and DKK 30.1m (2014: DKK 20.6m) is other provisions.

Note 22 Interest-bearing liabilities 2015 2014
Mortgage on ships 859,820 1,032,820
Mortgage on land and buildings 0 28,538
Issued corporate bonds 1,040,945 1,483,996
Financial lease liabilities 7,826 15,072
Bank loans 278,724 338,097
Other non-current liabilities 25,904 25,838
Total interest bearing non-current liabilities 2,213,219 2,924,361
Mortgage on ships 295,163 174,345
Mortgage on land and buildings 0 2,274
Issued corporate bonds 387,888 0
Financial lease liabilities 8,221 19,115
Bank loans 47,383 78,910
Other current liabilities 0 352
Total interest bearing current liabilities 738,655 274,996
Total interest bearing liabilities 2,951,874 3,199,357

In 2014 DFDS issued a five-year corporate bond of DKK 500m, which run for the period 13 June 2014 until 13 June 2019. The bond is listed on the Oslo Stock Exchange. The five-year bond was issued with a floating rate based on three month CIBOR + 1.63% margin in DKK.

The fair value of the interest-bearing liabilities amounts to DKK 2,951m (2014: DKK 3,259m). The fair value measurement is categorised within level 3 in the fair value hierarchy except for the part that relates to the corporate bonds for which the fair value measurement is categorised within level 1.

The fair value of the financial liabilities is determined as the present value of expected future repayments and interest rates. The Group's actual borrowing rate for equivalent terms is used as the discount rate. The fair value of the issued corporate bonds has been calculated based on the quoted bond price at year end 2015 and 2014, respectively.

DKK 608m of the interest-bearing liabilities in the Group fall due after five years (2014: DKK 711m). No unusual conditions in connection with borrowing are made. The loan agreements can be settled at fair value plus a small surcharge, whereas premature settlement of the corporate bonds requires a repurchase of the bonds.

Reference is made to note 27 for financial risks, etc.

Allocation of currency, principal nominal amount 2015 2014
DKK 1,041,710 1,076,438
EUR 961,824 1,011,306
SEK 0 24,584
NOK 930,058 985,571
GBP 18,161 101,458
Other 121 0
Total interest bearing liabilities 2,951,874 3,199,357

DKK '000

Note 23 Other payables 2015 2014
Payables to associates and joint ventures 30,773 22,122
Accrued interests
Public authorities (VAT, duty, etc.)
9,032
53,555
7,008
61,703
Holiday pay obligations, etc, 293,061 275,132
Fair value of Interest swaps, forward transactions and bunker hedges 303,464 275,721
Other payables 119,811 103,763
Total other payables 809,696 745,449

DKK '000

Note 24 Deferred income 2015 2014
Prepayments from customers 111,735 125,080
Total deferred income 111,735 125,080
Note 25 Corporation tax liabilities 2015 2014
Corporation tax liabilities at 1 January 11,481 2,899
Foreign exchange adjustment 225 197
Opening adjustment regarding classification of due jointly taxation (transferred from
other payables) -1,198 -173
Additions on acquisition of enterprises / sale of enterprises 0 2,109
Tax for the year recognised in the Income statement 24,169 24,202
Adjustment, prior years recognised in the Income statement 1,765 -5,233
Corporation taxes paid during the year -13,812 -12,520
Corporation tax liabilities at 31 December, net 22,630 11,481
Corporation tax is recognised in the balance sheet as follows:
Corporation tax receivable (assets), reference is made to note 14 -2,679 -7,850
Corporation tax debt (liabilities) 25,309 19,331
Corporation tax liabilities at 31 December, net 22,630 11,481
Note 26 Information on financial instruments 2015 2014
Carrying amount per category of financial instruments
Derivatives, financial assets measured at fair value 4,534 13,586
Loans, receivables and cash, assets measured at amortised cost 3,285,346 2,581,255
Financial assets available for sale 18,399 19,794
Derivatives, financial liabilities measured at fair value -303,464 -275,721
Financial liabilities measured at amortised cost -4,691,877 -4,824,528
Total -1,687,062 -2,485,614

Hierarchy of financial instruments measured at fair value

The table below ranks financial instruments carried at fair value by valuation method. The different levels have been defined as follows:

• Level 1: Quoted prices in an active market for identical type of instrument, i.e. without change in form or content (modification or repackaging).

• Level 2: Quoted prices in an active market for similar assets or liabilities or other valuation methods where all material input is based on observable market data.

• Level 3: Valuation methods where possible material input is not based on observable market data.

2015 Level 1 Level 2 Level 3
Derivatives, financial assets 0 4,534 0
Financial assets available for sale 34 0 0
Assets held for sale (non-recurring fair value measurement) 0 0 59,215
Derivatives, financial liabilities 0 -303,464 0
Total 34 -298,930 59,215
2014 Level 1 Level 2 Level 3
Derivatives, financial assets 0 13,586 0
Financial assets available for sale 1,429 0 0
Assets held for sale (non-recurring fair value measurement) 0 0 61,671
Derivatives, financial liabilities 0 -275,721 0
Total 1,429 -262,135 61,671

Derivative financial assets and liabilities are all measured at level 2. Reference is made to note 27 for description of the valuation method. Financial assets available for sale measured at level 1 comprise listed shares (2014: and bonds) and is measured at the quoted prices. Assets held for sale (non-recurring fair value measurement) comprise the former Norfolkline domicile in Scheveningen with a carrying amount of DKK 13.5m (2014: DKK 13.5m) and the ro-pax ship Vilnius Seaways with a carrying amount of DKK 45.7m (2014: 48.2m). Reference is made to note 33 for further information on assets held for sale. The fair value of the building is based on a valuation made by an independent real estate broker and discussions with a potential buyer etc., and the fair value of the ship is based on valuations from independent ship brokers.

Financial assets available for sale also comprise other shares and equity investments as well as other investments of DKK 18.4m (2014: DKK 18.4m). These are some minor unlisted enterprises and holdings. They are measured at cost reduced by impairments, if any, and consequently, they are not included in the fair value hierarchy.

Note 27 Financial and operational risks

DFDS' risk management policy

The most important financial risk factors for DFDS are diesel and bunker prices, interest rates, currencies, investments and liquidity. It is the policy of the Group not to enter into active speculation in financial risks. The intention of the financial risk management of the Group is only to manage the financial risks attached to operational and financial activities.

The Board of Directors annually approves the financial risk management policy and strategy. In addition, DFDS has established a Bunker Committee, which monitors hedging levels and market development on a monthly basis. Please refer to the section Risk Factors in the Management review.

Financial risks

Currency risks

Financial currency risks arise from translation of net investments in foreign companies and from other investments, receivables or liabilities denominated in foreign currencies. Currency risks are monitored continuously to ensure compliance with the financial risk management policy.

DFDS aims to actively reduce currency exposure by matching the currency positions, obtaining multi-currency loans and by directing all currency balance positions towards the Parent Company DFDS A/S if possible. The Group uses forward exchange contracts, currency options and currency swaps to hedge forecasted transactions in foreign currencies.

Transaction risks

The Group's most substantial currency balance positions are in SEK, GBP, NOK, EUR and USD. A strengthening of SEK, GBP, NOK and USD, as indicated below, against the DKK at 31 December would have increased/decreased equity and profit or loss by the amounts presented below. EUR is considered as minor risk bearing due to the close band between DKK and EUR.

DKK m

Hypothetical effect of reasonable possible change against DKK 2015 2014
SEK, equity and profit/loss effect, 10% strengthening 10.9 19.3
GBP, equity and profit/loss effect, 10% strengthening 19.9 21.7
NOK, equity and profit/loss effect, 10% strengthening -22.4 -25.9
USD, equity and profit/loss effect, 10% strengthening 18.2 24.5
USD, equity effect, 10% strengthening1 5.2 10.2

1Change in fair value of cash flow hedges, which would only have affected equity. Hedge is only done in the parent company.

The sensitivity analysis on currency risk has been prepared under the assumptions that the effect is calculated on the balance sheet items at the balance sheet date; the included hedges are 100% effective and based on the actual market situation and expectations to the development in the currencies. The analysis assumes that all other variables, in particular interest rates, remain constant.

Translation risks

Translation risks relate to translation of profit and loss and equity of foreign group enterprises into DKK. These risks are to some extent covered by loans in the respective foreign currencies. The Group's most substantial translation risks are GBP, SEK and NOK. An increase in these currencies of 10% compared to the average exchange rates for 2015 would in respect of GBP have affected the result for 2015 by DKK 5.4m (2014: DKK 1.4m), in respect of SEK by DKK 4.4m (2014: DKK 7.2m), and in respect of NOK by DKK 2.3m (2014: DKK 2.8m).

Note 27 Financial and operational risks (continued)

Interest rate risks

DFDS is primarily exposed to interest rate risks through the loan portfolio. The intention of the interest rate risk management is to limit the negative effects of interest rate fluctuations on the earnings. It is DFDS' strategy that 40-70% of the net loan portfolio must be fixed-rate loans when taking contracted interest rate swaps and long term charter agreements into consideration.

The total net interest-bearing debt (including CCY derivatives on bond loans and interest rate swaps) of the Group amounts to DKK 1,773m at year-end 2015 (2014: DKK 2,467m), of which debt with a fixed-rate amounts to DKK 1.108m at year-end 2015 (2014: DKK 588m). In addition, forward starting interest rate swaps with a notional of DKK 209m (2014: DKK 313m) have been entered into. These are weighted against the underlying loans amounting to an average notional of DKK 261m (2014: DKK 234m). Thereby the share of debt with fixed-rate is 45% at year-end 2015 (2014: 34%) including the effect of all interest rate swaps. If the long term charter agreements are included the share of debt with fixed-rate increases to 54% (2014: 45%).

An increase in the interest rate of 1%-point compared to the actual interest rates in 2015 would, other things being equal, have increased net interest payments by DKK 9m for the Group in 2015 (2014: DKK 16m). A decrease in the interest rates would have had a similar positive effect.

The Group's total interest-bearing debt except bank overdrafts had an average time to maturity of 5 years (2014: 6 years), and consists primarily of syndicated floating rate bank loans with security in the ships and unsecured issued corporate bonds. The financing is obtained at the market interest rate with addition of a marginal rate reflecting DFDS' financial strength. As part of the financial strategy interest rate swaps with a principal amount totalling DKK 807m (2014: DKK 901m) have been entered into in order to change part of the floating-rate bank loans and issued corporate bonds to fixedrate bank loans and bonds. The duration of the Group's debt portfolio (including charter liabilities) is 1.4 years (2014: 1.1 years).

An increase in the interest rate of 1%-point compared to the actual interest rate at balance sheet date would, other things being equal, have had a hypothetical positive effect on the Group's equity reserve for hedging by DKK 17m (2014: DKK 20m). This is due to the interest rate swaps entered to hedge variable interest rate loans. A decrease in the interest rate would have had a similar negative effect. The sensitivity analysis is based on the assumption that the effectiveness of the hedges will stay unaffected by the change in the interest rate.

Bunker risks

DFDS Group uses bunker swaps to hedge the variability in bunker costs that are not commercially hedged through customer agreements.

An increase in the bunker price of 10% compared to the actual bunker price at balance sheet date would, other things being equal, have had a hypothetical positive effect on the Group's equity reserve for hedging of DKK 7m (2014: DKK 6m). This is due to the bunker contracts for future delivery entered to hedge the cost for bunkers. A decrease in the bunker price would have had a similar negative effect.

The sensitivity analysis on bunker contracts has been prepared under the assumptions that the effect is calculated all else being equal on the bunker contracts entered at the balance sheet date; the hedges are 100% effective and based on the actual market situation and expectations to the development in the bunker prices.

Liquidity risks

The Group aims to maintain a minimum cash resource of DKK 400m, which is regarded as sufficient for the current operation. The cash resources at 31 December 2015 are DKK 2,532m (2014: DKK 1,337m), of which undrawn credit facilities amounts to DKK 1,110m (2014: DKK 674m). The group treasury department manages excess liquidity and cash resources. Cash at bank and in hand are primarily placed in the short money market as well as short term bonds, and debt to banks are drawn mostly on overdraft facilities.

The following are the contractual maturities of financial instruments, including estimated interest payments and excluding the impact of netting agreements:

DKK '000

Note 27 Financial and operational risks (continued)

2015 0-1 year 1-3 years 3-5 years After 5 years
Non-derivative financial assets
Cash 1,422,562 0 0 0
Trade receivables 1,593,196 0 0 0
Receivables from associates and joint ventures 55,094 0 0 0
Other receivables and current assets 189,473 0 25,022 0
Non-derivative financial liabilities
Mortgages on ships -318,998 -211,077 -205,586 -563,860
Issued corporate bonds -424,992 -588,490 -505,944 0
Bank loans -52,339 -101,774 -98,978 -96,205
Other interest-bearing debt 0 -1,315 -25,255 0
Financial lease liabilities -9,145 -8,691 0 0
Trade payables -1,573,260 0 0 0
Payables to associates and joint ventures -30,773 0 0 0
Other payables -119,811 0 0 0
Derivative financial assets
Forward exchange contracts and currency swaps 4,534 0 0 0
Derivative financial liabilities
Interest swaps -5,418 -3,958 -2,700 -1,097
Forward exchange contracts and currency swaps -105,366 -169,925 0 0
Bunker contracts -14,999 0 0 0
609,758 -1,085,230 -813,440 -661,162
2014 0-1 year 1-3 years 3-5 years After 5 years
Non-derivative financial assets
Cash 694,503 0 0 0
Trade receivables 1,660,561 0 0 0
Receivables from associates and joint ventures 53,912 0 0 0
Other receivables and current assets 147,678 0 0 24,601
Non-derivative financial liabilities
Mortgages on ships -195,456 -393,175 -181,565 -599,760
Mortgages on land and buildings -2,274 -2,579 -7,194 -18,765
Issued corporate bonds -51,468 -1,081,401 -506,037 0
Bank loans -85,545 -115,762 -102,334 -146,173
Other interest-bearing debt -352 -1,237 0 -25,178
Financial lease liabilities -21,303 -16,737 0 0
Trade payables -1,492,933 0 0 0
Payables to associates and joint ventures -22,122 0 0 0
Other payables -103,763 0 0 0
Derivative financial assets
Forward exchange contracts and currency swaps 13,397 189 0 0
Derivative financial liabilities
Interest swaps -9,984 -5,950 -3,345 -2,440
Forward exchange contracts and currency swaps -1,715 -82,971 -138,024 0
Bunker contracts -31,292 0 0 0
551,844 -1,699,623 -938,499 -767,715

Note 27 Financial and operational risks (continued)

Assumptions for the maturity table:

The maturity analysis is based on undiscounted cash flows including estimated interest payments. Interest payments are estimated based on existing market conditions.

The undiscounted cash flows related to derivative financial liabilities are presented at gross amounts unless the parties according to the contract have a right or obligation to settle at net amount.

Credit risks

DFDS' primary financial assets are trade receivables, other receivables, cash and derivative financial instruments. The credit risk is primarily attributable to trade receivables and other receivables.

The amounts in the balance sheet are stated net of write-downs on receivables, which have been estimated based on a specific assessment of the present economic situation for the specific customer.

DFDS' risks regarding trade receivables are not considered unusual and no material risk is attached to a single customer or cooperative partner. According to the Group's policy of undertaking credit risks, credit ratings of all customers and other cooperative partners are performed at least once a year. A few counterparties have provided bank guarantees for payments for the benefit of DFDS. These guarantees amounts to DKK 3.9m in 2015 (2014: DKK 3.7m), The fair value of the bank guarantees is DKK 3.9m (2014: DKK 3.7m),

Internal credit ratings are also prepared on a systematical and current basis for all financial counterparties. The internal credit rating is based on ratings from international credit rating companies. On the basis of the internal credit rating the Board of Directors have approved general limits for deposits, etc. with financial counterparties.

Capital management

The Group has a defined target leverage and capital pay-out policy. DFDS targets a net interest bearing debt/EBITDA ratio of minimum 2.0x and maximum 3.0x which is believed to be an appropriate level given the current performance and financial projections. The net interest bearing debt/EBITDA ratio may at certain times deviate from the target, primarily if DFDS makes significant acquisitions and other strategic initiatives.

At year end 2015 the equity ratio for the Group was 52% (2014: 50%). DFDS targets an equity ratio of at least 40%.

DFDS' distribution policy is to pay dividend semi-annually. The payment of semi-annual dividends was introduced in August 2015 to facilitate a faster return of capital to shareholders and better align dividend payments with DFDS' seasonal cash flow cycle that peaks during the third quarter, which is the high season for passenger travel. Further information on the capital structure and distribution policy can be found under DFDS share and shareholder chapter in the Management review.

Due to the Group's sustained solid capital structure and net interest bearing debt/EBITDA level the proposed dividend for 2015 is DKK 3.00 per share to be distributed after the annual general meeting and a planned DKK 2.00 per share to be distributed in August 2016. The total planned dividend for 2016 amounts to DKK 5.00 per share equal to 30% of the profits excluding non-controlling interests (2014: DKK 3.6 per share or 52% of the profits excluding non-controlling interests.) Dividend per share has been restated to reflect the change of the nominal share value from DKK 100 to DKK 20 through a share split of 1:5. A further DKK 1.80 per share was distributed as dividend during 2015 (2014: DKK 0).

The Group's cost of capital (WACC) was calculated at 6.0% (2014: 6.0%) and the return on invested capital (ROIC) was 13.3% (2014: 7.2%). DFDS' target is a return on invested capital of minimum 10% across cycle.

DKK '000

Note 27 Financial and operational risks (continued)

2015 Expected timing of recycling to income state
ment of gains/losses recognised in the equity
Expected future
transactions
Hedge
instrument
Time to
maturity
Notional
principal
amount
0-1 year 1-3 years 3-5 years After
5 years
Fair value
Interest Interest swaps
Bunker contracts
0-8 years 806,875 -5,418 -3,958 -2,700 -1,097 -13,173
Goods purchased (tons) 0-1 years 42,168 -14,999 0 0 0 -14,999
Bond loans
Sales and goods
Currency swaps
Forward exchange
0-3 years 1,200,000 1,263 -11,088 0 0 -9,825
purchased contracts 0-1 years 51,046 979 0 0 0 979
-18,175 -15,046 -2,700 -1,097 -37,018

DKK '000

2014 Expected timing of recycling to income state
ment of gains/losses recognised in the equity
Expected future
transactions
Hedge
instrument
Time to
maturity
Notional
principal
amount
0-1 year 1-3 years 3-5 years After
5 years
Fair value
Interest Interest swaps
Bunker contracts
0-9 years 900,571 -9,281 -4,609 -2,299 -1,691 -17,880
Goods purchased (tons) 0-1 years 89,732 -31,292 0 0 0 -31,292
Bond loans
Sales and goods
Currency swaps
Forward exchange
1-4 years 1,200,000 0 -1,103 -12,158 0 -13,261
purchased contracts 0-1 years 98,476 3,612 0 0 0 3,612
-36,961 -5,712 -14,457 -1,691 -58,821

The fair values of interest swaps have been calculated by discounting the expected future interest payments. The discount rate for each interest payment is estimated on the basis of a swap interest curve, which is calculated based on a wide spread of market interest rates.

The fair values on forward exchange contracts are based on interest curve calculations in DFDS' Treasury system. Calculations are based on a spread of market interest rates in the various currencies. Calculation of bunker contracts are based on quoted forward curve from various financial institutions.

Note 27 Financial and operational risks (continued)

Operational risks

Operational risks arise from the cash flow transactions. The size of the transactions made through the financial year is affected by the change in different market rates such as interest and foreign exchange rates. Currency risks are monitored continuously to ensure compliance with the financial risk management policy.

Currency cash flow risks

Approximately 89% of DFDS' revenues are invoiced in unhedged foreign currencies (2014: 87%) with the most substantial net income currencies being EUR, SEK, GBP and NOK. USD was the most substantial net expense currency. EUR is considered as minor risk bearing due to the DKK's close band to the EUR. For other entities than the Parent Company the currencies used are primarily their functional currency. The table below shows the currency cash flow exposure.

DKK '000

Profit or loss effect of reasonable possible change against DKK 2015 2014
SEK, profit or loss effect, 10% weakening -17.2 -19.4
NOK, profit or loss effect, 10% weakening -7.1 -9.8
GBP, profit or loss effect, 10% weakening -15.5 -11.7
USD, profit or loss effect, 10% strengthening -153.7 -159.9

Bunker risks

The cost of bunkers constitutes a specific and significant operational risk partly due to large fluctuations in bunker prices and partly due to the total annual bunker costs of approximately DKK 1,304m or 10% of the Group's revenue in 2015 (2014: DKK 1,692m or 13% of the Group's revenue).

In the freight industry, bunker costs are primarily hedged by price-adjustment clauses (BAF) in freight customer contracts. In the passenger industry, fluctuations in the cost of bunkers are reflected in the ticket price to the extent possible. In addition, hedging transactions, primarily bunker swaps, are used to manage risk of the remaining bunker costs.

DKK '000

Note 28 Non-cash operating items 2015 2014
Change in provisions 48,037 500
Change in write-down of inventories for the year 884 441
Change in provision for defined benefit plans and jubilee obligations 5,869
Vesting of share option plans expensed in the income statement 6,521
Non-cash operating items 55,836 13,331

DKK '000

Note 29 Change in working capital 2015 2014
Change in inventories
Change in receivables
Change in current liabilities
278
77,146
121,266
37,603
-48,244
50,117
Change in working capital 198,690 39,476

DKK '000

Note 30 Change in other financial loans, net 2015 2014
Instalments and repayments of loans
Raising of loans
-95,681
0
-51,073
370,547
Change in other financial loans, net -95,681 319,474

Note 31 Acquisition and sale of enterprises and activities

Acquisitions 2015

1 February 2015 the DFDS Group obtained control and 100% ownership of the logistics activities from Beltrin s.r.o. in Czech Republic. The activities are included in Business Unit Continent. 2 March 2015 the DFDS Group acquired certain logistics activities, including employees, certain operating assets and lease agreements of operating equipment, from Volvo Logistics Corporation in Sweden. The activities are included in Business Unit Nordic.

Estimated total yearly revenue of the two acquired activities is around DKK 100m. Total purchase price for the two activities is DKK 7m. The impact from the acquisitions on revenue and EBIT is insignificant. Transaction costs were insignificant and have been expensed as part of administration costs. Goodwill amounts to DKK 0.8m.

Acquisitions 2014

Quayside Group Acquisition

On 1 July 2014 the acquisition of Quayside Group was completed and the DFDS Group obtained control as from this date. After the acquisition the DFDS Group has 100% ownership of the acquired companies. The acquired companies are consolidated in the consolidated financial statements of DFDS A/S as from this date.

The acquisition is 100% made by the subsidiary DFDS Logistics Partners Limited and the acquired companies are after the acquisition included in Business Unit UK & Ireland.

DFDS paid DKK 102.8m for the acquisition of the Group. In addition, two earn-out agreements have been entered into according to which DFDS, based on the acquired Group's financial performance for 2013/14 and 2014/15, may pay an additional cash consideration in the range of DKK 0-23.3m.

Based on the expectations to the acquired Group's earnings for 2013/14 and 2014/15 the earn-out agreements are estimated to DKK 23.3m. Consequently, the total purchase price is calculated at DKK 126.1m.

The acquisition has a negative liquidity effect of DKK 99.9m as cash at hand and in bank in the acquired companies amounts to DKK 2.9m whereas the cash consideration paid amounts to DKK 102.8m

In connection with the acquisition DFDS has measured identifiable intangible assets in the form of customer relations which are recognised in the acquisition balance sheet at their fair value. The fair value of customer relations is calculated to DKK 19.0m at acquisition date.

Following recognition of acquired identifiable assets and liabilities at their fair value, the goodwill related to the acquisition is measured at DKK 104.3m. Goodwill relates to Business Unit UK & Ireland. The goodwill represents the value of assets whose fair value cannot be reliably measured, including the value of the staff and know-how taken over, expected synergies from combining the acquired Group with the existing DFDS activities and network. The valuation of these assets is either subject to great uncertainty or beyond DFDS' control. Accordingly, such fair values are deemed not to be reliable for accounting purposes.

Note 31 Acquisition and sale of enterprises and activities (continued)

Trade receivables have been recognised at the acquisition date at a fair value of DKK 33.4m which is DKK 2.6m less than their gross value.

DFDS Group incurred transaction costs (including stamp duty) of DKK 1.0m, which are recognised in Cost of sales and administration in the income statement.

STEF Acquisition

On 31 January 2014 the acquisition of the two Scottish companies STEF Transport Limited and Seagull Transport Limited from STEF was completed and the DFDS Group obtained control as from this date. After the acquisition the DFDS Group has 100% ownership of the acquired companies. The acquired companies are consolidated in the consolidated financial statements of DFDS A/S as from 1 February 2014.

The acquisition is 100% made by the subsidiary DFDS Logistics Limited and the acquired companies are after the acquisition included in Business Unit UK & Ireland.

DFDS paid DKK 17.0m for the acquisition of the companies.

The acquisition has a positive liquidity effect of DKK 18.8m as cash at hand and in bank in the acquired companies amounts to DKK 35.8m whereas the cash consideration paid amounts to DKK 17.0m.

Following recognition of identifiable assets and liabilities at their fair value, the badwill related to the acquisition has been measured at DKK 0.9m. The acquired companies have been loss making and after the remeasurement of acquired net assets to fair value a badwill of DKK 0.9m occur, which is recognised as income under Special items in 2014.

Trade receivables have been recognised at the acquisition date at a fair value of DKK 11.3m which is DKK 1.4m less than their gross value

DFDS Group incurred transaction costs of DKK 0.6m, which are recognised in Cost of sales and administration in the income statement.

As a part of the transactions the continental distribution and handling activities of DFDS Logistics located in Boulogne sur Mer were sold to STEF as per 31 January 2014. The activities were part of the Business Unit UK and Ireland. The transferred activities included six employees, transport contracts and lease of buildings in Boulogne sur Mer. The sales price amounts to DKK 0.9m. No balance sheet items were transferred. The sale results in a gain of DKK 0.9m which is recognised as income under Special items in 2014.

DKK m Fair value at acquisition date
Acquisition Date STEF Acquisition
(as from 1/2-2014)
Quayside Group
Acquisition
(as from 1/7-2014)
Non-current intangible assets
Non-current tangible assets
0.0
9.2
19.0
95.3
Deferred tax asset 14.0 8.6
Non-current assets 23.2 122.9
Receivables
Cash at hand and in bank
11.7
35.8
43.3
2.9
Current assets 47.5 46.2
Assets 70.7 169.1

Note 31 Acquisition and sale of enterprises and activities (continued)

DKK m Fair value at acquisition date
Acquisition Date STEF Acquisition
(as from 1/2-2014)
Quayside Group
Acquisition
(as from 1/7-2014)
Interest bearing debt
Non-interest bearing debt
44.4
0.0
62.6
10.6
Non-current liabilities 44.4 73.6
Trade payables
Interest bearing debt
Other current liabilities
5.4
0.0
3.0
17.7
37.4
19.0
Current liabilities 8.4 74.1
Liabilities 52.8 147.3
Fair value of acquired net assets 17.9 21.8
Total purchase price
Cash consideration
Deferred consideration (estimated fair value of earn-out)
17.0
0.0
102.8
23.3
Fair value of the purchase price 17.0 126.1
Goodwill / (badwill) at acquisition -0.9 104.3

Of the Group's total revenue of DKK 12,779.1m for the period 1 January - 31 December 2014 DKK 64.7m relates to the STEF acquisition (consolidated from 1 February 2014) and DKK 112.4m relates to the Quayside Group acquisition (consolidated from 1 July 2014) . Of the Group's profit before tax of DKK 501.4m for the period 1 January - 31 December 2014 DKK 2.8m relates to the STEF acquisition and DKK 2.9m relates to the Quayside Group acquisition.

Had the acquisitions occurred at the beginning of the financial year, the Group's total revenue for the period 1 January - 31 December 2014 would estimated amount to approximately DKK 12,895.7m, and result before tax would estimated amount to approximately DKK 507.2m.

Other acquisitions in 2014

DFDS has during 2014 acquired an agency activity (no assets and liabilities were acquired) related to the route Marseille - Tunis for a cash consideration of DKK 3.7m.

DKK '000

Note 32 Acquisition of non-controlling interests 2015 2014
AB DFDS Seaways -445 -588
Acquisition of non-controlling interests -445 -588

Acquisition of shares in AB DFDS Seaways during 2015 amounts to DKK 0.4m (2014: DKK 0.6m), equivalent to an ownership of 0.11% (2014: 0.14%) after which the company is owned 96.8% (2014: 96.7%). Badwill of DKK 1.2m (2014: DKK 1.6m) is recognised directly in the equity.

Note 33 Assets held for sale 2015 2014
Non-current assets, former Norfolkline domicile in Scheveningen
Non-current assets, ro-pax ship Vilnius Seaways
13,544
45,671
13,510
48,161
Total assets held for sale 59,215 61,671

2015

DFDS countinues to search for a buyer to the former Norfolkline domicile in Scheveningen and is in discussions with a potential buyer. The domicile is expected to be sold during 2016. The global financial crisis, which has led to an increase in the selling time on the real estate market, is in DFDS' opinion one of the reasons that the building has not yet been sold. DFDS does not expect to involve the building in the company's future operation, thus the building's carrying amount is still expected to be recovered through a sale. The domicile is therefore still recognised as an asset held for sale.

DFDS countinues to search for a buyer for the ro-pax ship Vilnius Seaways, which is taken out of the route network and chartered out. The ship is expected to be sold during 2016. Consequently, the ship is still recognised as an asset held for sale, and the carrying amount at 31 December 2015 has, based on valuations from independent ship brokers, been impaired by DKK 2.6m to DKK 45.7m reflecting best estimate of fair value less costs of dispolsal. A dry docking on Vilnius Seaways was carried out in January 2016 at an estimated cost of DKK 9.7m. It is assessed that this dry docking will not increase the value of the ship and therefore the contracted dry docking is accounted for as an onerous contract. Of the DKK 9.7m in estimated costs, only DKK 7.1m are outstanding as of 31 December 2015 and are recognised as liabilities relating to assets classified as held for sale.

In Q1 2015, the ro-ro freight ship Flandria Seaways was reclassified to asset held for sale. The ship was sold in April 2015 and resulted in a gain of DKK 12.3m, which is recognised under special items, reference is made to note 7.

2014

Assets held for sale includes the former Norfolkline domicile in Scheveningen, and the ro-pax ship Vilnius Seaways.

Note 34 Guarantees, collateral and contingent liabilities

Guarantees amount to DKK 572.0m (2014: DKK 437.6m) for the Group. In addition, DFDS A/S has issued an unlimited guarantee for a subsidiary to cover any obligations under a Payment Service Agreement for creditcard payments and a guarantee to cover all payments to an English defined benefit pension scheme with an underfunding of DKK 34.3m at 31 December 2015 (2014: DKK 26.0m).

The Group is in 2015 as well as in 2014 part in various legal disputes. The outcome of these disputes is not considered likely to influence DFDS significantly, besides what is already recognised in the balance sheet.

In terms of the contaminated land in one of the Group companies discovered in 2005, there is still no obligation to clean the land. If such obligation should occur, the Group has the possibility to get the cost adjusted in the original purchase price for the company. The seller of the land has made a deposit of DKK 24.6m (2014: DKK 24.0m) on a bank account in DFDS' name to cover this.

Certain ships with a total carrying amount of DKK 1,952.2m (2014: DKK 1,444.7m) have been pledged as security for mortgage on ships with a total carrying amount of DKK 1,155.0m (2014: DKK 1,207.2m).

At year end 2015 DKK 85.4m (2014: DKK 0) of the cash was deposited on restricted bank accounts as security for derivatives with negative fair values

DKK '000

Note 35 Contractual commitments 2015 2014
Contractual commitments, term 0-1 year 163,383 184,378
Contractual commitments, term 1-5 years 72,801
Contractual commitments, term after 5 years 200,208
541,658
0
Contractual commitments 905,249 257,179

Contractual commitments in 2015 relates to the developing of a terminal as well as the future charter payments relating to the lease of the ships Côte des Dunes and Côte des Flandres. The ships were deployed on the route Dover-Calais during February 2016 at which time the lease arrangement has commenced and the ships are recognised as a financial lease.

Contractual commitments in 2014 relates to installation of scrubbers, developing of terminal and takeover of logistics service activities from Volvo in Gothenburg.

Operating lease commitments (lessee) 2015 2014
Minimum lease payments
0-1 year
1-5 years
After 5 years
72,059
193,628
9,507
48,488
103,739
7,545
Total buildings 275,194 159,772
0-1 year
1-5 years
After 5 years
158,357
548,880
1,339,627
148,967
512,067
1,399,271
Total terminals 2,046,864 2,060,305
0-1 year
1-5 years
After 5 years
334,843
532,905
0
289,685
738,589
6,155
Total ships 867,748 1,034,429
0-1 year
1-5 years
After 5 years
86,505
114,316
1,697
89,411
109,663
2,303
Total equipment, etc. 202,518 201,377
Total minimum lease payments fall due as follows:
0-1 year
1-5 years
After 5 years
651,764
1,389,729
1,350,831
576,551
1,464,058
1,415,274
Total minimum lease payments 3,392,324 3,455,883

The specified payments are not discounted.

Note 35 Contractual commitments (continued)

Operating lease- and rent costs recognised in the income statement amount to DKK 947.2m for 2015 (2014: DKK 855.8m) of which DKK 37.6m (2014: DKK 27.7m) are contingent lease payments. The contingent part of the lease costs relates to terminals and is based on the throughput of volumes in the terminals.

Operating lease contracts on ships are typically concluded with lease terms of up to 12 months, but where most of the lease contracts contain an option to extend the lease term.

However, 4 leases were initially entered with a 10 year lease period, of which 2-4 years remain at 31 December 2015. A further 2 leases were initially entered with a 5 year lease period, of which 3-4 years remain at 31 December 2015.

Lease contracts on other assets are normal lease contracts including a minimum lease term after which the lease term can be terminated by giving 1 to 12 months' notice.

DFDS has not entered any substantial agreements, which will be effected, changed nor expired, if the control over the Group is changed as a consequence of takeover of the Group.

DFDS has purchase options on the chartered ships Regina Seaways and Athena Seaways.

DKK '000

Operating lease commitments (lessor) 2014
Minimum lease payments (income)
Ships
0-1 year 104,466 150,944
1-5 years 241,907 247,240
After 5 years 60,601 120,631
Total ships 406,974 518,815

The specified minimum payments are not discounted. Operational lease- and rental income recognised in the income statement amount to DKK 158.7m in 2015 (2014: DKK 143.6m). The contracts are entered into on usual conditions.

Financial lease commitments (lessee)

2015 Minimum lease
payments
Hereof financing
element
Carrying
amount
0-1 year 9,145 -924 8,221
1-5 years 8,691 -865 7,826
Total 17,836 -1,789 16,047
2014 Minimum lease
payments
Hereof financing
element
Carrying
amount
0-1 year 21,303 -2,188 19,115
1-5 years 16,737 -1,665 15,072
Total 38,040 -3,853 34,187

Due to the acquisition in 2014 of the Quayside Group, DFDS Group took over financial lease contracts that primarily relates to trucks and trailers. The lease contracts expires between 2016 and 2019.

Note 36 Related party transactions

Lauritzen Fonden, Copenhagen with a nominal shareholding of 42.5% exercises de facto control over DFDS A/S. Accordingly, the members of the Board of Directors and the Executive Board at Lauritzen Fonden as well as all companies owned by Lauritzen Fonden are related parties.

Furthermore, related parties comprise DFDS' Executive Board and Board of Directors, leading employees and close members of the family of those, DFDS' subsidiaries, associates and joint ventures, reference is made to note 41 and note 13.

Apart from intra-group balances and transactions (primarily charter hire, financing and commissions etc.), which are eliminated on consolidation, usual Executive Board remuneration and Board of Directors emoluments (reference is made to note 4), share options to the Executive Board and leading employees (reference is made to note 19) and the below transactions, no related-party transactions have been carried out during the year.

2015 Sale of
services
Purchase of
services
Receivables Liabilities Capital
contributions
Associates and joint ventures 23,603 199,110 55,094 30,773 21,195
2014
Associates and joint ventures 19,326 204,920 53,912 22,122 0

Note 37 Impairment tests

Introduction

DFDS has decided to impairment test all non-current assets at least at year-end, or more frequent if there is any indication of impairment.

Definition of cash-generating units

The breakdown into cash-generating units takes its starting-point in the internal structure of the two segments, Shipping and Logistics, and their business areas, including the strategic, operational and commercial management and control of these, both separately and across business areas, and the nature of the customer services provided.

Based on this the following fourteen cash generating units have been identified:

Shipping:

  • The business areas North Sea and Baltic Sea
  • The business areas North Sea and Baltic Sea comprising one ro-pax ship not operating in a route schedule
  • The business area Channel
  • The Copenhagen Oslo route, which is part of the Passenger business area
  • The Amsterdam Newcastle route, which is part of the Passenger business area
  • The business area France & Mediterranean

Logistics:

  • The business area Nordic comprising two sideport ships operating in a route schedule
  • The business area Nordic comprising terminals where each terminal is a separate cash-generating unit (4 units)
  • The business area Nordic comprising forwarding- and logistics activities in the Nordic and Baltic countries
  • The business area Continent forwarding- and logistics activities at the European continent
  • The business area UK & Ireland forwarding- and logistics activities in UK and Ireland

Non-current tangible and intangible assets are attributed to the above cash-generating units, unless this cannot be done with a reasonable degree of certainty. Software and other assets which cannot with reasonable certainty be attributed to one or more of the above cash-generating units are tested for impairment as a non-allocated Group asset, i.e. on the basis of Group earnings.

In 2014 Logistics included an additional cash generating unit 'The business area Nordic – comprising one sideport ship not operating in a route schedule', which no longer exist at year end 2015. During 2015 the sideport ship in this cash generating unit was grounded at a rock and following declared a total loss of construction. Subsequent to this there were no non-current tangible and intangible assets nor activities left in this cash generating unit.

Basis for impairment testing and calculation of recoverable amount

In the impairment test for cash-generating units, the recoverable amount of the unit is compared with its carrying amount. The recoverable amount is the higher value of its value in use and its fair value less costs of disposal. If the recoverable amount is less than the carrying amount, the latter is written down to the lower value.

The value in use is calculated as the discounted value of the estimated future net cash flows per cash-generating unit. Impairment testing (value in use) is performed on the basis of management-approved budgets for the year 2016 and business plans. Key parameters are trends in revenue, EBIT margin, future investments and growth expectations. These parameters are determined specifically for each individual cash-generating unit. No growth is incorporated in the impairment test for projection periods beyond 2016 if the value in use exceeds the carrying amount of the tested assets without using growth, which is the case in the year end 2015 impairment test, except for the cash generating unit 'Continent – forwarding- and logistics activities at the European continent'. For this cash-generating unit we have applied improvement in EBIT-margin of 0.1%-point per year in 2017, 2018 and 2019 according to the Business Plan for the specific cash-generating unit, but neither growth beyond 2019 nor growth in the terminal period is applied. The projected growth is estimated based on expected impact from new customers and the effect of improvements from Group initiatives such as project 'Customer Focus' and 'Project 150'.

The recoverable amount for cash-generating units containing goodwill is determined based on value in use calculations. For a breakdown of goodwill on cash-generating units, reference is made to note 11.

Note 37 Impairment tests (continued)

The fair value of the Group's main assets, ships, is determined on the basis of the average of several independent broker valuations less estimated costs of disposal. The task of the brokers is to assess the value of the individual ships in a 'willing buyer – willing seller' situation. The market is still somewhat uncertain with only few comparable transactions. Accordingly, the valuations are subject to greater uncertainty than would be the case in a normal and stable market with more comparable transactions. As the valuations have been obtained from the same recognized brokers as last year, Management consider an average of these to be the best and most reasonable expression of the ships' fair value

Determination of discount rate

Management determines a discount rate for each cash-generating unit on the basis of a risk-free rate, plus a market risk premium and a risk premium associated with the individual cash-generating unit. The risk-free interest rate is set at a 10 year Danish risk-free rate at year-end. The market risk premium is calculated as a general equity market risk premium of 5%, multiplied by the non-leveraged beta value of each cash-generating unit. Further, risk premium may be added if special conditions and/or uncertainties indicates a need hereto. Conversely, if the risk level for the individual cash-generating unit is considered to be lower than the general risk level, then the risk premium is reduced if special conditions indicates a need hereto.

The non-leveraged beta values are calculated by obtaining the non-leveraged beta values of peer-group companies for each business area via the Bloomberg database. The validity of each peer-group company's non-leveraged beta value is assessed in order to remove those with the lowest validity. There are generally few peer-group companies as values are available only for listed companies.

The pre-tax discount rates used in the two segments are within the following ranges:

2015 2014
Shipping 6.6% - 8.0% 6.6% - 8.0%
Logistics 7.6% - 12.1% 7.6% - 12.1%

The applied discount rates in cash-generating units for which the carrying amount of goodwill forms a significant part of the Group's total goodwill are 6.6% (2014: 6.6%) in 'North Sea and Baltic Sea', 8.6% (2014: 8.6%) in 'Continent' and 7.6% (2014: 7.6%) in 'UK & Ireland'.

Sensitivity analysis

As part of the preparation of impairment tests, sensitivity analyses are prepared on the basis of relevant risk factors and scenarios that Management can determine with reasonable reliability. Sensitivity analyses are prepared by altering the estimates within the range of probable outcomes. The sensitivities have been assessed as follows, all other things being equal:

  • An increase in the discount rate of 0.5%-points.
  • A decrease in EBIT of 10%.
  • A decrease in broker valuations of 10%.

None of these calculations have given rise to adjustments of the results of the impairment tests prepared.

Order of recognising impairments

If a need for impairment is identified, goodwill is the first to be impaired, followed by the primary non-current tangible and intangible assets in the individual cash-generating units. Impairments are allocated to the respective assets according to the carrying amount of the assets, unless this results in an impairment to a value below the fair value less costs of disposal of the asset; below the assets value in use (if determinable), or zero.

Note 37 Impairment tests (continued)

Impairment tests 2015

On the basis of the impairment tests prepared at year end 2015 it is not deemed necessary to impair any of the fourteen above mentioned cash-generating units in 2015 nor reverse any impairment losses recognised in prior years.

For one ship it has - based on a specific assessment rather than based on the impairment test calculations prepared at year end 2015 as such - been necessary to recognise an impairment loss of DKK 22.5m related to specific installations on the ship. The specific assessment that has lead to the impairment loss is a concrete evaluation of the operationality of the installations. The impairment loss is recognised under 'Special items'.

The ship Vilnius Seaways is classified as held for sale and consequently, it has been measured individually at the lower of carrying amount and fair value less costs of disposal. Based on valuations from independent ship brokers Vilnius Seaways has been impaired by DKK 2.6m. The impairment of Vilnius Seaways is recognised under 'Impairment losses of ships and other non-current assets'.

2014

On the basis of the impairment tests prepared at year end 2014 it is considered necessary to recognise the following impairments losses:

The impairment test conducted for one of the terminals in the business area 'Nordic – comprising terminals where each terminal is a separate cash-generating unit', shows that a goodwill of DKK 0.5m related to the joint venture Oslo Container Terminal AS is impaired. DFDS' operation at the terminal will cease 31 January 2015 due to the loss of a concession agreement, which has led to the impairment. Consequently, an impairment loss of DKK 0.5m is recognised, after which the carrying amount of their goodwill is DKK 0. The impairment loss is recognised under 'Impairment losses on ships and other non-current assets'. The recoverable amount of the cash generating unit corresponds to the Group's proportionate share of the joint venture's equity.

The impairment test prepared for the business area 'France & Mediterranean', shows a need to recognise an impairment loss of DKK 3.7m on goodwill related to an agency activity on the route Marseilles-Tunis acquired during 2014. After the impairment the carrying amount of this goodwill is DKK 0. The impairment loss is recognised under 'Special items'. The remaining non-current tangible, intangible and financial assets of this cash-generating unit have a carrying amount of DKK 0.8m at 31 December 2014, which are not subject to impairment.

A prolonged decline in the fair value of an investment in securities (some listed shares) below its cost showed in Q1 2014 a need for recognising an impairment loss of DKK 1.2m. The loss of DKK 1.2m is transferred from Other comprehensive income to 'Financial costs' in the Income statement.

It is not deemed necessary to reverse any impairment losses recognised in prior years.

Note 38 Events after the balance sheet date

On 12 February 2016, a share buyback programme of DKK 650m was launched comprising two programmes to align DFDS' capital structure to the targeted leverage. The first programme of up to DKK 400m was structured as an auction process and completed on 24 February 2016. A total of 1.600.000 shares was acquired for DKK 250 per share equal to DKK 400m. The second programme of 250m started on 12 February 2016 and is to be completed on 17 August 2016 at the latest.

DFDS has entered into long term charter agreements for the ferries Côte des Dunes and Côte des Flandres which are finance leases. The ferries, Côte des Dunes and Côte des Flandres will be recognized as non-current assets once agreements commence. The ferries have been deployed in February 2016.

On 25 February 2016, DFDS awarded 211.598 share options to the Executive Board and a number of key employees. The theoretical value of the share options is DKK 7.5m calculated according to the Black-Scholes-model.

Note 39 Significant accounting estimates and assessments

In the preparation of the consolidated financial statements, Management undertakes a number of accounting estimates and assessments, and makes assumptions which provide the basis for recognition and measurement of the assets, liabilities, revenues and expenses of the Group and the Parent Company. These estimates, assessments and assumptions are based on historical experience and other factors which the Management considers reasonable under the circumstances, but which by their nature are uncertain and unpredictable. The assumptions may be incomplete or inaccurate, and unanticipated events or circumstances may occur, for which reason the actual results may deviate from the applied estimates and assessments. For a detailed description of the Group's accounting policies, reference is made to note 40.

In the opinion of Management, the following accounting estimates and assessments are significant in the preparation of the annual report.

Uncompleted deliveries (mainly in Logistics Division)

The net revenue comprise the year's completed freight deliveries and services, as well as the movements in the value of uncompleted freight deliveries. Direct costs consist of costs incurred to achieve the net revenue for the year.

At the closing of interim periods, including year-end, estimates and assessments are undertaken regarding uncompleted freight deliveries, including the accruals of revenues and direct costs. These estimates and assessments are based on historical experience, etc.

Note 39 Significant accounting estimates and assessments (continued)

Business Combinations

When enterprises are acquired, the assets, liabilities and contingent liabilities of the acquired enterprises are recognised in accordance with the acquisition method described in IFRS 3. In determining the fair value of the acquired assets, liabilities, contingent liabilities and purchase consideration Management undertakes certain estimates and assessments.

Some business combinations contain several transactions that are considered linked to each other and therefore accounted for as one linked transaction. This involves a number of estimates and assessments based on the substance of the components in the acquisition, rather than strictly looking at legal agreements.

The unallocated acquisition price is recognised in the balance sheet as goodwill and allocated to the Group's cash-generating units it relates to, which is determined based on Management's assessment.

Impairment testing of goodwill and other non-current intangible assets

Impairment testing of goodwill and other non-current intangible assets, which primarily relate to IT and customer portfolio, is undertaken at least once every year, and in case of indication of impairment. The impairment tests are based on the expected future cash flow for the cash-generating unit in question. For further description of impairment testing of goodwill and other non-current intangible assets, reference is made to note 37.

Impairment testing of ships, including the assessment of useful life and scrap value

Significant accounting estimates and assessments regarding ships include the decomposing of the ship's cost price on the basis of the expected useful life of its component elements; the ship's expected maximum useful life, its scrap value and impairment test. The expected useful life of ships and their scrap values are reviewed and estimated at least once a year. Impairment tests are also carried out when there is an indication of impairment.

For further details of estimates and assessments relating to ships, please refer to the description of accounting policies in note 40 and note 37, which provide further information on impairment testing.

Impairment of bad debts

Receivables are recognised at amortised cost price less impairment to meet expected losses. Impairments are recognised based on the customers ability and/or willingness to pay.

The need for impairments on the individual customer and the adequacy hereof, is assessed by the Management on the basis of historical data on customer payment patterns, age distributions, dubious receivables, customer concentrations, customer creditworthiness, and any collateral received.

Pensions and similar liabilities

The Group's defined benefit pension plans are calculated on the basis of a number of key actuarial assumptions, including discount rate, the anticipated returns on the plans' assets, the anticipated development in wages and pensions, anticipated mortality, etc. Even moderate alterations in these assumptions can result in significant changes in pension liabilities.

The value of the Group's defined pension benefit plans is based on calculations undertaken by external actuaries.

Note 39 Significant accounting estimates and assessments (continued)

Deferred tax assets

Deferred tax assets, including the tax value of tax losses carried forward, are recognised to the extent that Management assesses that the tax asset can be utilised through positive income in the foreseeable future. Assessment is performed annually on the basis of forecasts, business initiatives and structural changes for the coming years.

Leasing agreements

The Group has entered into leasing/charter agreements for ships, buildings and other equipment, under usual terms and conditions for such agreements. At inception of each individual agreement, Management assess and determine whether the agreement is a financial or an operational leasing agreement.

Derivatives

When entering into agreements involving derivatives, management assesses whether the derivative in question meets the requirement as to effective hedging, including whether the hedging relates to recognised assets and liabilities, projected future cash flows, or financial investments. Monthly effectiveness tests are carried out, and any inefficiency is recognised in the income statement.

Special items

The use of special items includes Management's assessments in order to distinguish certain items from other income statement items, cf. the accounting policies. In general, special items comprise significant items not directly attributable to the Group's operating activities, such as restructuring costs in connection with significant process, structural and organisational changes, as well as any disposal gains or losses in this respect. Significant non-recurring items are also classified as special items. Reference is made to note 7 for a further itemisation and description of special items.

Provisions and contingencies

Management assesses provisions and contingencies on an ongoing basis, as well as the likely outcome of pending or potential legal proceedings, etc. Such outcome depend on future events, which are inherently uncertain. In assessing the likely outcome of significant legal proceedings, tax issues, etc., Management uses external legal advisers as well as relevant case law.

Note 40 Accounting Policies

The 2015 consolidated financial statements and parent company financial statements of DFDS A/S have been prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for annual reports of listed companies.

On 26 February 2016, the Board of Directors and Executive Management Board considered and approved the 2015 annual report of DFDS A/S. The annual report will be presented to the shareholders of DFDS A/S for approval at the ordinary annual general meeting on 31 March 2016.

Basis for preparation

The consolidated financial statements and the parent company financial statements are presented in Danish Kroner (DKK) which is the Parent Company's functional currency.

The consolidated financial statements and the parent company financial statements are prepared according to the historical cost convention except that derivatives and financial instruments classified as available-for-sale are measured at fair value.

Non-current assets and assets held for disposal classified as held for sale are measured at the lower of the book value before the changed classification and the fair value less costs to sell.

The accounting policies set out below have been used consistently in respect of the financial year and to comparative figures.

Roundings

In general roundings may cause variances in sums and percentages in the annual report.

New International Financial Reporting Standards and Interpretations

In 2015, the Group has adopted the following new International Financial Reporting Standard and Interpretation:

• Defined Benefit Plans: Employee Contributions – Amendments to IAS 19

The adaptation of this has not had significant impact on recognition and measurement, but have led to further specifications in the Notes and in the consolidated statements of comprehensive income.

The other accounting policies for the 2015 consolidated financial statements and parent company financial statements are unchanged compared with last year.

New standards and interpretations not yet adopted

The IASB has issued a number of new or amended standards and interpretations with effective date post 31 December 2015. The new and amended Standards and Interpretations are not mandatory for the financial reporting for 2015. The Group expects to adopt the Standards and Interpretations when they become mandatory.

  • IFRS 9: Financial instruments (Effective for annual periods on or after 1 January 2018) *
  • IFRS 14: Regulatory Deferral Accounts (Effective for annual periods on or after 1 January 2016) *
  • IFRS 15: Revenue from Contracts with Customers (Effective for annual periods on or after 1 January 2018) *
  • IFRS 16: Leases (Effective for annual periods on or after 1 January 2019) *
  • Amendment to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (Effective for annual periods on or after 1 January 2016)
  • Amendment to IAS 1: Disclosure Initiative (Effective for annual periods on or after 1 January 2016)
  • Amendment to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciations and Amortisation (Effective for annual periods on or after 1 January 2016)
  • Amendment to IAS 16 and IAS 41: Agriculture Bearer Plant (Effective for annual periods on or after 1 January 2016)
  • Amendment to IAS 27: Equity Method in Separate Financial Statement (Effective for annual periods on or after 1 January 2016)
  • Amendment to IFRS 10 and IAS 28: Sale or contribution of Assets between an Investor and its Associate or Joint Venture (Effective for annual periods on or after 1 January 2016)
  • Amendment to IFRS 10, IFRS 12 and IAS 28 Investment entities: Applying the Consolidation Exception (Effective for annual periods on or after 1 January 2016) *
  • Annual improvements to IFRSs 2012-2014 Cycle

* Not approved by EU

We expect that IFRS 16: Leases will impact the financial reporting of the Group as the Group has significant operational lease commitments. However a detailed analysis of the impact has not yet been made. None of the other standards and interpretations are expected to have a significant impact on recognition and measurement, but they will lead to further specifications in the Notes.

Application of materiality and relevance

DFDS' annual report is based on the concept of materiality and relevance, to ensure that the content is material and relevant to the user. This objective is pursued by providing relevant rather than generic descriptions and information.

Note 40 Accounting Policies (continued)

When assessing materiality and relevance, due consideration is given to ensure compliance with applicable accounting legislation etc. and to ensure that the consolidated financial statements and parent company financial statements give a true and fair view of the Group's and the Parent Company's financial position at the balance sheet date and the operations and cash flows for the financial year.

The consolidated financial statements and the parent company financial statements consist of a large number of transactions. These transactions are aggregated into classes according to their nature or function and presented in classes of similar items in the financial statements and in the notes as required by IFRS. If items are individually immaterial, they are aggregated with other items of similar nature in the statements or in the notes. The disclosure requirements throughout IFRS are substantial and DFDS provides these specific disclosures required by IFRS unless the information is considered immaterial to the economic decision-making of the users of these financial statements or not applicable.

Significant accounting policies

Management considers the accounting policies for the following areas as the most important for the Group: consolidated financial statement; business combinations; non-current intangible assets; ships; impairment of bad debt; defined benefit pension plans; deferred tax asset; operational lease versus financial lease; derivatives; special items; provisions and contingencies. The individual areas are described below, together with other applied accounting policies.

Significant estimates, assessments etc. in connection with the application of the Group's accounting policies are mentioned in Note 39.

DESCRIPTION OF ACCOUNTING POLICIES

Consolidated financial statements

The consolidated financial statements include the financial statements of DFDS A/S (the Parent Company) and the subsidiaries in which DFDS A/S controls the company's financial and operational policies. Control is obtained when the Company directly or indirectly holds more than 50% of the voting rights in the enterprise (i.e. subsidiary) or if it, in some other way controls the enterprise. DFDS A/S and these subsidiaries are referred to as the Group.

Enterprises, which are not subsidiaries, over which the Group exercises significant influence, but which it does not control, are considered associates. Significant influence is generally obtained by direct or indirect ownership or control of more than 20% of the voting rights but less than 50% or by, according to agreement, jointly controlling the enterprise together with one or more other companies (joint venture).

The consolidated financial statements are based on the financial statement of the Parent Company and the subsidiaries and are prepared by combining items of a uniform nature and eliminating inter-company transactions, shareholdings, balances and unrealised inter-company gains and losses. The consolidated financial statements are based on financial statements prepared by applying the Group's accounting policies.

Investments in subsidiaries are eliminated against the proportionate share of the subsidiaries' net asset value at the acquisition date.

The Group's investments in associates and joint ventures are recognised in the consolidated financial statements at the proportionate share of the associate's / joint venture's net asset value. Unrealised inter-company gains and losses from transactions with associates and joint ventures are eliminated by the Group's interest in the respective associate/jointly controlled enterprise.

Minority interests

In the consolidated financial statements, the individual financial line items of subsidiaries are recognised in full. The minority interests' share of the results for the year and of the equity of subsidiaries which are not wholly-owned are included in the Group's results and equity, respectively, but are presented separately in the proposed profit appropriation and the statement of changes in equity. If a minority interest has a put option to sell its ownership interest to DFDS, the fair value of the put option is recognised as an interest-bearing liability, which means that the results for the year and equity attributable to minority interests are not presented separately in the proposed profit appropriation and the statement of changes in equity.

Business combinations

Enterprises acquired or formed during the year are recognised in the consolidated financial statements from the date of acquisition or formation. Enterprises disposed are recognised in the consolidated financial statements until the date of disposal. The comparative figures are not adjusted for acquisitions or disposals.

Business combinations where control is obtained by the DFDS Group are recognised using the acquisition method. The identifiable assets, liabilities and contingent liabilities of newly-acquired enterprises are assessed at their fair value on the acquisition date. Identifiable intangible assets are recognised if they are separable or arise from a contractual right. Deferred tax related to the revaluations is recognised.

The acquisition date is the date on which the DFDS Group obtains actual control over the acquired enterprise.

Positive differences (goodwill) between, on the one hand, the purchase price, the value of minority interests in the acquired enterprise and the fair value of any previously acquired shareholdings, and, on the other hand, the fair value of the acquired identifiable assets, liabilities and contingent liabilities are recognised as goodwill under non-current intangible assets. Goodwill is not amortised, but is tested annually for impairment. The first impairment test is performed within the end of the acquisition year.

Upon acquisition, goodwill is allocated to the cash-generating units, which subsequently form the basis for the impairment test. Allocation of goodwill to cash-generating units is described in notes 11 and 37.

Goodwill and fair value adjustments in connection with the acquisition of a foreign enterprise with a different functional currency than the DFDS Group's presentation currency are treated as assets and liabilities of the foreign enterprise, and are translated and converted at first recognition to the functional currency of the foreign enterprise at the exchange rate on the transaction date. Negative goodwill (badwill) is recognised in the income statement at the acquisition date.

The purchase consideration of an enterprise is the fair value of the agreed payment in the form of assets acquired, liabilities assumed, and equity instruments issued. If part of the consideration is contingent on future events or fulfilment of agreed conditions, this part of the consideration is recognised at fair value at the date of acquisition. Costs attributable to business combinations are recognised directly in the income statement when incurred.

If, at acquisition date, uncertainty exist regarding the identification and measurement of acquired assets, liabilities or contingent liabilities, or determination of the purchase price, then initial recognition and measurement is done based on preliminary values. The preliminary values may be adjusted until 12 months from the date of the acquisition, provided that the initial recognition was preliminary or incorrect. All

other adjustments are recognised in the income statement as special items, including changes in estimates regarding contingent considerations.

When an enterprise is acquired in more than one transaction (step acquisition), the shareholdings which the company held immediately prior to the transaction in which control is obtained are regarded as having been sold and immediately re-purchased at fair value on the acquisition date. Any difference between the "sales price" and the book value of these shareholdings is to be considered an accounting gain or loss on the shareholdings already held. Such gains or losses are recognised in the income

statement under special items.

Incremental acquisitions after control has been obtained, i.e. purchase of minority interests, are recognised directly in equity. Disposal of minority interests not resulting in loss of control is likewise recognised directly in equity.

Gains or losses on disposal of subsidiaries, associates and joint ventures are calculated as the difference between the disposal consideration and the book value of net assets at the date of disposal, including the book value of goodwill, accumulated exchange gains and losses previously recognised in the equity as well as anticipated disposal costs. Exchange rate adjustments attributable to the Group's ownership interest, and which previously were recognised directly in equity, are included in the calculation of the gain/loss. Any retained participating interests are measured at their fair value at the time at which the controlling influence was lost.

TRANSLATION OF FOREIGN CURRENCIES

Functional and presentation currency

Items included in the financial statements of each of the Group's enterprises are measured using the functional currency of the primary economic environment in which the enterprise operates. The consolidated financial statements are presented in Danish Kroner (DKK).

Translation of transactions and balances

On initial recognition, foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the date of transaction. Currency gains and losses resulting from the settlement of these transactions as well as from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement as financial

Note 40 Accounting Policies (continued)

income or cost, except when deferred in equity as qualifying for cash flow hedges.

Currency gains and losses on non-monetary items recognised at fair value, such as securities 'available for sale', are recognised in the same line item as the fair value gain or loss.

Non-current assets acquired in foreign currency are translated at the exchange rate prevailing at the date of acquisition. Gains and losses on hedges relating to the acquisition of non-current assets are recognised as part of the value of the non-current asset on its initial recognition.

Translation of subsidiaries

In the consolidated financial statements, the income statement items of subsidiaries with a functional currency different from DKK are translated at the average exchange rate, while the balance sheet items are translated at the exchange rates at the end of the reporting period.

Foreign exchange differences arising on translation of such subsidiaries' equity beginning of the reporting period at the exchange rates at the end of the reporting period and on translation of the income statements from average exchange rates to the exchange rates at the end of the reporting period, are recognised in other comprehensive income and attributed to a separate translation reserve under equity. The exchange rate adjustment is allocated between the parent company's and the minority interests' shares of equity.

When disposing of 100%-owned foreign enterprises, exchange differences which have accumulated in equity via Other comprehensive income, and which are attributable to the enterprise, are transferred from Other comprehensive income to the income statement together with any gains or losses associated with the disposal.

When disposing of partially-owned foreign enterprises, the part of the foreign currency translation reserve which relates to the minority interests is not transferred to the income statement.

In the partial disposal of foreign subsidiaries without losing control, a proportionate share of the accumulated currency translation reserve recognised in Other comprehensive income is transferred from the Parent Company's equity share of equity to that of the minority shareholders.

In the partial disposal of associates and joint ventures, the proportionate share of the accumulated currency translation reserve recognised in other comprehensive income is transferred to the income statement.

Repayment of balances which accounting wise are considered part of the net investment is not considered a partial disposal of the subsidiary.

Derivative financial instruments

Derivative financial instruments are measured in the balance sheet at fair value as from the date where the derivative financial instrument is concluded. The fair values of derivative financial instruments are presented as other receivables if positive or other liabilities if negative. Netting of positive and negative derivative financial instruments is only performed if the company is entitled to and has the intention to settle more derivative financial instruments as a net. Fair values of derivative financial instruments are computed on the basis of current market data and generally accepted valuation methods.

Fair value hedge

Changes in the fair value of derivative financial instruments designated as and qualifying for recognition as a fair value hedge of recognised assets and liabilities are recognised in the income statement together with changes in the value of the hedged asset or liability based on the hedged proportion. Hedging of future cash flows according to agreements (firm commitments), except for foreign currency hedges, is treated as a fair value hedge of a recognised asset and liability.

Cash flow hedge

Changes of the fair value of derivative financial instruments designated as and qualifying for cash flow hedging and which effectively hedge changes in future cash flows, are recognised in other comprehensive income. The change in fair value that relates to the effective portion of the cash flow hedge is recognised as a separate equity reserve until the hedged cash flow impacts the income statement. At this point in time the related gains or losses previously recognised in Other comprehensive income are transferred to the income statement into the same line item as the hedged item is recognised.

For derivative financial instruments that no longer qualify for hedge accounting, the hedge is dissolved prospectively. The accumulated fair value in equity is immediately transferred to the income statement into the same line item as the hedged item is recognised.

Net investment hedge

Changes in the fair value of derivative financial instruments used to hedge net investments in foreign subsidiaries, associates and joint ventures and which effectively hedge currency fluctuations in these enterprises are in the consolidated financial statements recognised in other comprehensive income and attributed to a separate reserve in equity.

Other derivative financial instruments

For derivative financial instruments that do not fulfil the requirements of being treated as hedge instruments, the changes in fair value are recognised successively in the income statement as financial income and cost.

Government grants

Government grants to investments are offset against the cost of the asset in question, and thereby reduce the depreciation base of the asset. Government Grants are recognised when there is reasonable certainty that they will be received.

Rental and lease matters

For accounting purposes, leases are divided into finance and operating leases.

Leases are classified as finance leases if they transfer to lessee substantially all the risks and rewards incidental to ownership of the leased asset. All other leases are classified as operating leases.

The cost of assets held under finance leases is recognised at the lower of fair value of the assets and the net present value of the future minimum lease payments. For the calculation of the net present value, the interest rate implicit in the lease or the Group's incremental borrowing rate is used as discount rate. Assets held under finance leases are depreciated and impairment tested in accordance with the Group's accounting policies applying for similar owned non-current assets or maximum over the lease term, depending on the lease conditions. The corresponding lease obligation for assets held under finance leases is recognised in the balance sheet at an amount equal to the net present value of the remaining lease obligation. The calculated interest element of the lease payment is recognised in the income statement under financial expenses.

Lease payments regarding operating leases are recognised in the income statement on a straight-line basis over the lease term unless another approach better reflects the utilisation of the asset. The remaining lease obligation for operating leases is disclosed as contingent liabilities in the Notes.

In respect of assets leased out on a finance lease, an amount equal to the net investment in the lease is recognised in the balance sheet as a receivable due from lessee. The asset leased out is derecognised, and any gain or loss arising from this is recognised in the income statement.

Lease income from assets leased out on an operating lease is recognised in the income statement on a straight-line basis over the lease term.

Sale and leaseback

Gains or losses on 'sale and leaseback' transactions resulting in a finance lease are deferred and recognised over the lease term.

Gains on a 'sale and leaseback transaction' resulting in an operating lease are recognised in the income statement immediately if the transaction is made at fair value or the selling price is below fair value. If the selling price exceeds the fair value, the difference between the selling price and the fair value is deferred and amortised proportionately to the lease payments over the lease term. Losses on a 'sale and leaseback transaction' resulting in an operating lease are recognised in the income statement at the transaction date unless the loss can be compensated by future lease payments below fair value. In this case, the loss is to be deferred and amortised proportionally to the lease payments over the lease term.

Share option plans

The Group has set up equity-settled share option plans. Part of the Company's holding of treasury shares is used for the share option plan.

The value of services received in exchange for granted share options is measured at the fair value of the share options granted.

The equity-settled share options are measured at the fair value at grant date and recognised in the income statement under staff costs over the vesting period. The counter posting is recognised directly in equity as a shareholder transaction.

At initial recognition of the share options, an estimate is made over the number of share options that the employees will vest, cf. the service conditions described in Note 19. Subsequent to initial recognition, the estimate of share options to be vested is adjusted whereby the total recognition is based on the actual number of vested share options.

Note 40 Accounting Policies (continued)

The fair value of the granted share options is calculated using the Black-Scholes option-pricing model. Terms and conditions for each grant are taken into account when calculating the fair value.

Key figures

Key figures are calculated in accordance with the Danish Finance Society' guidelines, 'Recommendations and Financial Ratios 2015'. The key figures stated in the overview with consolidated financial highlights are defined on the 'Definitions and Glossary' page.

INCOME STATEMENT

Revenue

Revenue from transport of passengers, freight and from rendering terminal and warehouse services etc, is recognised in the income statement at the time of delivery of the service to the customer, which is the time where risks and rewards transfer to the customer.

Revenue is measured at fair value, excluding value added tax and after deduction of trade discounts.

Costs

When revenue from transport of passengers, freight and from rendering terminal and warehouse services etc is recognised as income, the related costs are recognised in the income statement.

Operating costs

The operating costs comprise costs of sales related to catering; ship bunker consumption, including hedging; and maintenance and daily running costs of ships. Moreover, operating costs related to land-based activities as well as impairments and realised losses on trade receivables are included.

Charter hire

Charter hire comprise costs related to bareboat and time charter agreements.

Staff costs

Wages, salaries, social security contributions, paid annual leave and sick leave, bonuses, and non-monetary benefits are accrued in the year in which the associated services are rendered by employees of the Group. Where the Group provides long-term employee benefits, the costs are accrued to match the rendering of the services by the respective employees.

Costs of sales and administration

Comprises costs of sales, marketing and administration.

Profit/loss on disposal of non-current assets

Profit/loss on disposal of non-current intangible and tangible assets is calculated as the difference between the disposal price and the book value of net assets at the date of disposal, including disposal costs.

Profit/loss from investments in associates and joint ventures

The Group's income statement includes the proportionate share of the result in associates and joint ventures after tax and minority interests and after elimination of the proportionate share of inter-company profits/losses.

Special items

In general, special items include significant income and expenses not directly attributable to the Group's operating activities, such as material structuring of processes and significant organisational restructurings/changes, as well as gains or losses arising in this connection, and which are of significance over time. In addition, other significant non-recurring amounts are classified as special items, including impairment of goodwill and ships; transaction costs and costs to advisers and integration in connection with large business combinations; changes to estimates of contingent considerations related to business combinations; gains and losses on the disposal of activities; and significant gains and losses on the disposal of non-current assets.

These items are classified separately in the income statement, in order to provide a more accurate and transparent view of the Group's recurring operating profit.

Financial income and expenses

Financial income and costs comprise interest income and costs; realised and unrealised gains and losses on receivables, payables and transactions denominated in foreign currencies; realised gains and losses on securities; amortisation of financial assets and liabilities; interests on financial leasing agreements; bank charges and fees etc. Also included are realised and unrealised gains and losses on derivative financial instruments that are not designated as hedges.

Tax

Tax for the year comprises income tax, tonnage tax, and joint taxation contribution for the year of Danish subsidiaries as well as changes in deferred tax for the year. The tax relating to the profit/loss for the year is recognised in the income

statement, and the tax relating to amounts recognised directly in equity is recognised directly in equity. Additionally, adjustments to prior years are included.

The current payable Danish corporation tax is allocated by the settlement of a joint taxation contribution between the jointly taxed companies in proportion to their taxable income. Companies with tax losses receive joint taxation contributions from companies that have been able to utilise the tax losses to reduce their own taxable profit.

Tax computed on the taxable income and tonnage tax for the year is recognised in the balance sheet as tax payable or receivable or joint taxation contribution for Danish companies, taking into account on-account/advance payments.

Deferred tax is calculated on all temporary differences between the book value and the tax base of the assets and liabilities. However, deferred tax is not recognised on temporary differences relating to non tax deductible goodwill that arose on acquisition date without impacting the result or taxable income.

Deferred tax relating to assets and liabilities subject to tonnage taxation is recognised to the extent that deferred tax is expected to crystallise. Deferred tax assets are recognised at the value they expectedly can be utilised at in the foreseeable future.

Deferred tax is measured on the basis of the expected use and settlement of the individual assets and liabilities, and according to the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. The change in deferred tax as a result of changes in tax rates is recognised in the income statement.

ASSETS

Current assets are defined as:

  • Assets expected to be realised in, or are held for sale or utilisation in, the normal course of DFDS' operating cycle, or
  • Assets held primarily for trading purposes or which are expected to be realised within twelve months post the reporting date, or
  • Cash or cash equivalent that are not restricted in use.

All other assets are classified as non-current assets.

Non-current intangible and tangible assets

Generally the following applies unless otherwise stated:

  • Non-current intangible and tangible assets are measured at cost less accumulated amortisation/depreciation and impairment losses.
  • The cost for non-current intangible and tangible assets include costs to external suppliers, materials and components, direct wages and salaries.
  • The cost includes interests paid as from the time of payment until the date when the asset is available for use. The cost price also comprises gains and losses on transactions designated as hedges of non-current tangible assets.
  • The basis for amortisation/depreciation is determined as the cost less estimated residual value.
  • Non-current intangible and tangible assets are amortised/ depreciated on a straight-line basis over the estimated useful life to the estimated residual value.
  • Estimated useful life and estimated residual values are reassessed at least once a year. In estimating the estimated useful life for ships it is taken into consideration that DFDS continuously is spending substantial funds on ongoing maintenance.
  • The effect from changes in amortisation/depreciation period or the residual value is recognised prospectively as a change in the accounting estimate.

Goodwill

At initial recognition goodwill is recognised in the balance sheet at cost, as described in the section 'Business combinations'. Subsequently, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised.

An impairment test is performed at least once a year in connection with the presentation of next year's budget. The book value of goodwill is allocated to the Group's cash-generating units at the time of acquisition. Allocation of goodwill to cash-generating units is described in notes 11 and 37.

Software

IT software purchased or internally developed is measured at cost less accumulated amortisation and impairment losses.

Development projects in progress

Development projects in progress, primarily the development of IT software, are recognised as non-current intangible assets if the following criteria are met:

Note 40 Accounting Policies (continued)

  • the projects are clearly defined and identifiable;
  • the Group intends to use the projects once completed;
  • the future earnings from the projects are expected to cover the development and administrative costs; and
  • the cost can be reliably measured.

The amortisation of capitalised development projects starts after the completion of the development project, and is recognised on a straight-line basis over the expected useful life, which normally is 3-5 years, but in certain cases up to 10-15 years (where the latter goes for significant internally developed commercial and operational systems).

Other non-current intangible assets

Other non-current intangible assets comprise the value of customer relations or similar identified as a part of business combinations, and which have definite useful life. Other non-current intangible assets are measured at cost less accumulated amortisation and impairment losses. Amortisation is recognised on a straight-line basis over the expected useful life, which normally is 3-10 years.

Ships

The rebuilding of ships is capitalised if the rebuilding can be attributed to:

  • Safety measures.
  • Measures to extend the useful life of the ship.
  • Measures to improve earnings.
  • Docking.

Maintenance and daily running costs for the ships are recognised in the income statement as incurred.

Docking costs are capitalised and depreciated on a straightline basis until the ship's next docking. In most cases, the docking interval is 2 years for passenger ships and 2½ years for ro-pax and freight ships.

Gains or losses on the disposal of ships are calculated as the difference between sales price less sales costs and the book value at disposal date. Gains or losses on the disposal of ships are recognised when substantially all risks and rewards incident to ownership have been transferred to the buyer, and are presented in the income statement as 'Profit on disposal of non-current assets, net'. However, if the amount is significant, it is recognised in 'Special items'.

Passenger and ro-pax ships

Due to differences in the wear of the components of passenger and ro-pax ships, the cost of these ships is divided into components with low wear, such as hulls and engines, and components with high wear, such as parts of the hotel, catering and shop areas.

Freight ships

The cost of freight ships is not divided into components as there is no difference in the wear of the various components of freight ships.

Depreciation – expected useful life and residual value

Normally the depreciation period for components with low wear is 35 years for passenger ships and 30 years for ro-pax and freight ships from the year in which the ship was built. The residual value is calculated as the value of the ship's steel less estimated costs of scrapping.

Components with high wear are normally depreciated over 10-15 years down to a residual value of DKK 0.

Other non-current tangible assets

Other non-current tangible assets comprise buildings, terminals and machinery, tools and equipment and leasehold improvements.

The estimated useful lifetimes are as follows:

Buildings 25-50 years
Terminals etc. 10-40 years
Equipment etc 4-10 years
Max. depreciated over the
Leasehold improvements term of the lease

Gains or losses arising from the disposal of other non-current tangible assets are calculated as the difference between the disposal price less disposal costs and the book value at the date of disposal. Gains or losses on the disposal of these non-current assets are recognised in the income statement as 'Profit on disposal of non-current assets, net' or 'Special items' if the gain is significant.

Investments in associates and joint ventures

Investments in associates and joint ventures are in the consolidated financial statements measured according to the equity method, whereby the investments in the balance sheet are measured at the proportionate share of the associates/ joint ventures' equity, calculated in accordance with the accounting policies of the Group, with the addition of the book value of any goodwill, and after deduction or addition of the proportionate share of unrealised intra-group profits and losses. The financial information for associate´s and joint ventures reflects the amounts presented in the financial statements of the associate/joint venture.

Associates and joint ventures with negative equity are measured at DKK 0. If the Group has a legal or actual commitment to cover the associate's or joint venture's negative equity a corresponding provision is recognised.

Any receivables from the associates or joint ventures are written down to the extent the receivables are considered impaired.

Other assets

Other non-current assets and current assets are on initial recognition measured at cost. Subsequently these assets are measured as one of the following categories:

  • Trading portfolio: the asset is measured at fair value and the change in value is recognised in the income statement.
  • Available-for-sale: the asset is measured at fair value and the change in value is recognised in other comprehensive income and attributed to a separate reserve in equity.
  • Receivables: the asset is measured at amortised cost and the change in value is recognised in the income statement.

Impairment

The carrying amount of non-current intangible, tangible and financial assets are continuously assessed, at least once a year, to determine whether there is an indication of impairment. When such indication exists the recoverable amount of the asset is assessed. The recoverable amount is the higher of the fair value less costs of disposal and the value in use. The value in use is calculated as the present value of the future net cash flow, which the asset is expected to generate either by itself or from the lowest cash-generating unit to which the asset is allocated.

Impairment tests (value in use) of goodwill are performed at least once a year. Management has also chosen that Impairment tests of all the Group's non-current assets are performed at least once a year, typically in December. Additional impairment tests are performed, if indications of impairment occur in the period between the annual impairment tests. Reference is made to note 37 for method description.

Securities

Securities held as part of the investment portfolio are designated as 'available-for-sale', and are measured at fair value at first recognition. The recognition is made on the trade date. The subsequent measurement is made at fair value, which for listed securities is equal to the quoted market price. Non-listed securities are recognised at cost less impairment losses when it is not considered possible with reasonable assurance to estimate fair value.

Unrealised value adjustments on securities are recognised in other comprehensive income and attributed to a separate reserve (value adjustment of securities) in equity except for impairments, which are recognised in the income statement under 'Financial items'. When securities are disposed, then the accumulated value adjustment recognised in equity is transferred to 'Financial income or cost' in the income statement.

Inventories

Inventories, which includes catering supplies, are measured at cost based on the weighted average cost method or the net realisable value where this is lower. Inventories, which include bunkers, are measured at cost based on the FIFO method or the net realisable value where this is lower. Other inventories are measured at cost based on the weighted average cost method or the net realisable value where this is lower.

Receivables

Receivables are recognised at amortised cost less impairment losses, where it is assessed that an objective indication of impairment has occurred. Impairment is performed on an individual basis.

Receivables comprise other trade receivables; calculated receivables on hedges; insurance receivables on loss or damage of ships; financial lease receivables; outstanding balances for chartered ships; interest receivable, etc.

Prepayments

The item includes costs incurred no later than at the balance sheet date, but which relates to subsequent periods, e.g. prepaid charters, rents, insurance premiums etc.

Note 40 Accounting Policies (continued)

Assets held for sale

Assets held for sale comprise assets and disposal groups that are designated as being up for sale. Disposal groups are groups of assets subject to be sold or otherwise disposed of in a single transaction. Liabilities related to assets held for sale comprise liabilities directly attached to these assets and which will follow the assets when disposed. Assets are designated as 'held for sale' when the book value is primarily recovered by sale within 12 months in accordance with a formal plan, instead of through continued usage.

Assets or disposal groups 'held for sale' are measured at the lowest value of the book value at the time of being designated as 'held for sale' or the fair value less sales costs. Assets are not amortised/depreciated from the date they are designated as 'held for sale'.

Impairment losses that occur when initially being designated as 'held for sale', as well as gains and losses from subsequent measurement at the lowest value of the book value or the fair value less sales costs, are recognised in the income statement.

Assets and associated liabilities are separated out of line items in the balance sheet, and the main items are specified in the notes. Comparative figures are not restated.

EQUITY

Dividends

Proposed dividend are recognised as liabilities at the date on which they are adopted at the annual general meeting (time of declaration). The expected dividend payment for the year is disclosed as a separate item in the equity.

Reserve for treasury shares

The reserve comprises the nominal value of treasury shares. The difference between the market price paid and the nominal value as well as dividend on treasury shares are recognised directly in equity under retained earnings.

Currency translation reserve

The reserve comprises DFDS A/S shareholders' share of currency translation adjustments arising on the translation of net investments in enterprises with a functional currency other than DKK.

Reserve for hedging

The hedging reserve comprises the fair value of hedging transactions that qualify for recognition as cash flow hedges and where the hedged transactions have not been realised.

Reserve for value adjustment of securities

The reserve for value adjustment of securities comprises accumulated changes in the fair value of the securities classified as 'available-for-sale'. The reserve is dissolved and transferred to financial items in the Income statement when the securities are sold or impaired.

LIABILITIES

Current liabilities are:

  • liabilities expected to be settled within the normal course of DFDS' operating cycle, or
  • liabilities due to be settled within twelve months of the balance sheet date.

All other liabilities are classified as non-current liabilities.

Pension obligations and other non-current obligations

ontributions to defined contribution pension plans are recognised in the income statement in the period in which they relate, and any payable contributions are accrued in the balance sheet as other payables.

As regards defined benefit pension plans, an actuarial valuation of the value in use of future benefits payable under the plan is made once a year. The value in use is calculated based on assumptions of future development in wage/salary levels, interest rates, inflation, mortality, etc. The value in use is only calculated for benefits to which the employees have become entitled to during their employment with the Group. The actuarial calculation of the value in use less the fair value of any assets under the plan is recognised in the balance sheet under pension obligations. Pension costs of the year are recognised in the income statement based on actuarial estimates and finance expectations at the beginning of the year.

The difference between the calculated development in pension assets and liabilities and the realised values are recognised in other comprehensive income as actuarial gains and losses.

Changes in the benefits payable for employees' past service to the enterprise result in an adjustment of the actuarial calculation of the value in use, which is classified as past service costs. Past service costs are recognised in the income statement immediately if the employees have already earned the right to the adjusted benefit. Otherwise, the benefits will be recognised in the income statement over the period in which the employees earn the right to the adjusted benefits.

Other non-current personnel obligations include jubilee benefits, etc.

Other provisions

Provisions are recognised when, due to an event occurring on or before the reporting date, the Group has a legal or constructive obligation, and it is probable that the Group will have to give up future economic benefits to meet the obligation and that this can be reliably estimated. Provisions are recognised based on Management's best estimate of the anticipated expenditure for settling the relevant obligation and are discounted if deemed material.

Interest-bearing liabilities

Comprise amounts owed to mortgage/credit institutions and banks as well as amounts owed to owners of issued corporate bonds including liabilities arising from derivatives relating to issued corporate bonds. The amounts are initially recognised at fair value net of transaction expenses. Subsequently, the financial liability is measured at amortised cost, corresponding to the capitalised value using the effective interest method, so that the difference between the proceeds and the nominal value is recognised in the income statement under 'financial costs' over the term of the loan.

Interest-bearing liabilities also include capitalised residual lease obligations on finance leases. Other liabilities are recognised at amortised cost, which corresponds to the net realisable value in all material respects.

Other payables

Other payables comprise amounts owed to staff, including wages, salaries and holiday pay; amounts owed to the public authorities, including payable tax, VAT, excise duties, real property taxes, etc.; amounts owed in connection with the purchase/disposal of ships, buildings and terminals; interest expenses; fair value of hedges; amounts owed in relation to defined contribution pension plans etc.

Deferred income

Includes payments received from customers no later than at the reporting date, but which relates to income in subsequent periods.

Cash flow statement

The cash flow statement has been prepared using the indirect method, and shows the consolidated cash flow from operating, investing, and financing activities for the year, and the consolidated cash and cash equivalents at the beginning and end of the year.

The cash flow effect of acquisition and disposal of enterprises is shown separately in cash flows to/from investing activities.

Cash flows from acquisitions of enterprises are recognised in the cash flow statement from the date of acquisition. Cash flows from disposals of enterprises are recognised up until the date of disposal.

Cash flow from operating activities is calculated on the basis of the profit/loss before amortisation and depreciation (EBITDA) and special items adjusted for the cash flow effect of special items, non-cash operating items, changes in working capital, payments relating to financial items and corporation tax paid. Cash flow from investment activities includes payments in connection with the acquisition and disposal of enterprises and activities and of non-current intangible assets, tangible assets and investments. Cash flow from financing activities includes changes in the size or composition of the Group's share capital, payment of dividends to shareholders and the obtaining and repayment of mortgage loans and other long-term and short-term debt. Cash and cash equivalents comprise cash, securities and foreign exchange adjustments of securities, cash and cash equivalents.

Segment information

The segment information has been compiled in conformity with the Group's accounting policies, and is in accordance with the internal management reports.

Note 41 Company overview

Company Ownership
share 20151
Country City Currency Share Capital
Operating – and holding Companies:
DFDS Seaways NV2 Belgium Gent EUR 62,000
DFDS Logistics NV2 Belgium Gent EUR 297,472
DFDS Logistics Services NV Belgium Brugge EUR 1,996,503
Lisco Optima Shipping Ltd. 96.77 Cyprus Limassol EUR 1,742
DFDS Logistics s.r.o.2 Czech Republic Prague CZK 1,100,000
DFDS A/S Denmark Copenhagen DKK 1,230,000,000
DFDS Stevedoring A/S2 Denmark Esbjerg DKK 502,000
DFDS Seaways Newcastle Ltd. England Immingham GBP 8,050,000
DFDS Seaways Plc.2 England Immingham GBP 25,500,000
DFDS Logistics Ltd.2 England Immingham GBP 150,000
DFDS Logistics Services Ltd.2 England Immingham GBP 100
DFDS Seaways (Holdings) Ltd.2 England Immingham GBP 250,000
DFDS Logistics Contracts Ltd. England Immingham GBP 2,571,495
DFDS Pension Ltd. England Immingham GBP 165,210
DFDS Logistics Grimsby Ltd. England Immingham GBP 76,000
DFDS Logistics Grimsby Holdings Ltd. England Immingham GBP 1,166
DFDS Logistics Grimsby International Ltd. England Immingham GBP 1
DFDS Logistics Property Ltd. England Immingham GBP 250,000
DFDS Seaways OÜ 64.84 Estonia Tallinn EUR 3,800
DFDS Logistics OY Finland Kotka EUR 58,866
DFDS Logistics SARL France Boulogne sur Mer EUR 30,000
DFDS Seaways S.A.S.2 France Dieppe EUR 37,000
DFDS Logistics BV the Netherlands Vlaardingen EUR 474,780
DFDS Seaways Terminals BV the Netherlands Vlaardingen EUR 72,000
DFDS Seaways BV the Netherlands Vlaardingen EUR 18,400
DFDS Holding BV the Netherlands Vlaardingen EUR 40,000,000
DFDS Logistics Container Line BV2 the Netherlands Vlaardingen EUR 18,151
DFDS Seaways IJmuiden BV2 the Netherlands IJmuiden EUR 18,000
DFDS Logistics Contracts (Ireland) Ltd. Ireland Dublin EUR 200
DFDS Logistics (Ireland) Ltd.2 Ireland Dublin EUR 3
DFDS Logistics S.p.A.2 Italy Fagnano EUR 140,400
DFDS Logistics Baltic SIA Latvia Liepaja EUR 113,886
DFDS Seaways SIA2 Latvia Riga EUR 99,645
AB DFDS Seaways2 96.77 Lithuania Klaipeda EUR 96,438,756
UAB Laivyno Technikos Prieziuros Base 96.77 Lithuania Klaipeda EUR 434,430
UAB Krantas Travel 96.77 Lithuania Klaipeda EUR 115,848
NorthSea Terminal AS Norway Brevik NOK 1,000,000
DFDS Logistics AS2 Norway Lysaker NOK 1,538,000
Moss Container Terminal AS Norway Moss NOK 1,000,000
DFDS Logstics Rederi AS2 Norway Oslo NOK 49,980,000
DFDS Seaways AS2 Norway Oslo NOK 12,000,000
DFDS Polska Sp. Z.o.o.2 Poland Poznan PLN 5,000

Note 41 Company overview (continued)

DFDS Logistics East
Russia
Kaliningrad
RUB
DFDS Seaways Ltd.2
99.99
Russia
St. Petersburg
RUB
DFDS Seaways AB
Sweden
Gothenburg
SEK
DFDS Logistics AB
Sweden
Gothenburg
SEK
DFDS Logistics Contracts AB
Sweden
Gothenburg
SEK
DFDS Seaways Holding AB2
Sweden
Gothenburg
SEK
DFDS Logistics Services AB2
Sweden
Gothenburg
SEK
DFDS Logistics Karlshamn AB
Sweden
Karlshamn
SEK
Karlshamn Express AB
Sweden
Karlshamn
SEK
Karlshamn Express & Spedition AB
Sweden
Karlshamn
SEK
DFDS Seaways GmbH2
Germany
Cuxhaven
EUR
DFDS (Deutschland) GmbH2
Germany
Hamburg
EUR
Company Ownership
share 20151
Country City Currency Share Capital
48,000
6,134,121
25,000,000
500,000
50,000
100,000
1,100,000
1,800,000
100,000
300,000
25,000
102,300
DFDS Logistics GmbH2
Germany
Hamburg
EUR
525,000
DFDS Seaways Baltic GmbH
96.77
Germany
Kiel
EUR
25,565

21 Dormant companies

1 Unless otherwise indicated, the companies are 100% owned. 2 Company is directly owned by the parent company DFDS A/S

STATEMENTS

STATEMENT BY THE EXECUTIVE BOARD AND THE BOARD OF DIRECTORS

The Board of Directors and the Executive Board have today considered and approved the annual report of DFDS A/S for the financial year 1 January - 31 December 2015.

The annual report has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and danish disclosure requirements for listed companies.

In our opinion the consolidated financial statements and the parent company financial statements give a true and fair view of the Group's and the parent company's assets, liabilities and financial position at 31 December 2015 and of the results of the Group's and the parent company's operations and cash flows for the financial year 1 January - 31 December 2015.

Further, in our opinion, the Management's review includes a true and fair account of the development in the Group's and the parent company's operations and financial matters, of the result for the year and of the Group's and the parent company's financial position as well as a description of the most significant risks and elements of uncertainty facing the Group and the parent company.

We recommend that the annual report be approved at the annual general meeting.

Copenhagen, 26 February 2016

EXECUTIVE BOARD
Niels Smedegaard
President & CEO
Torben Carlsen
Executive Vice President & CFO
BOARD OF DIRECTORS
Bent Østergaard
Chairman
Vagn Sørensen
Deputy Chairman
Claus Hemmingsen
Deputy Chairman
Pernille Erenbjerg
Jill Lauritzen Melby Jørgen Jensen Jens Otto Knudsen Kent Vildbæk
Lars Skjold-Hansen

INDEPENDENT AUDITORS' REPORT

To the shareholders of DFDS A/S

Independent auditors' report on the consolidated financial statements and the parent company financial statements We have audited the consolidated financial statements and the parent company financial statements of DFDS A/S for the financial year 1 January – 31 December 2015, which comprise income statement, statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies, for the Group as well as for the parent company. The consolidated financial statements and the parent company financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies.

Management's responsibility for the consolidated financial statements and the parent company financial statements Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies and for such internal control that Management determines is necessary to enable the preparation of consolidated financial statements and parent company financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' responsibility

Our responsibility is to express an opinion on the consolidated financial statements and the parent company financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the consolidated financial statements and the parent company financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements and the parent company financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements and the parent company financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company's preparation of consolidated financial statements and parent company financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements and the parent company financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our audit has not resulted in any qualification.

Opinion

In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the Group's and the parent company's financial position at 31 December 2015 and of the results of the Group's and the parent company's operations and cash flows for the financial year 1 January – 31 December 2015 in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies.

Statement on the Management's review

Pursuant to the Danish Financial Statements Act, we have read the Management's review. We have not performed any further procedures in addition to the audit of the consolidated financial statements and the parent company financial statements. On this basis, it is our opinion that the information provided in the Management's review is consistent with the consolidated financial statements and the parent company financial statements.

Frederiksberg, 26 February 2016

ERNST & YOUNG

Statsautoriseret Revisionspartnerselskab CVR-nr. 30 70 02 28

Henrik Kronborg Iversen State Authorised Public Accountant

Claus Tanggaard Jacobsen State Authorised Public Accountant

FINANCIAL STATEMENTS PARENT COMPANY

INCOME STATEMENT (1 JANUARY – 31 DECEMBER)

DKK '000

Note 2015 2014
Revenue 1 6,712,403 6,583,192
Costs
Operating costs 2 -3,375,248 -3,556,213
Charter hire -952,676 -876,387
Employee costs 3 -745,111 -718,670
Cost of sales and administration 4 -583,650 -565,348
Total costs -5,656,685 -5,716,618
Operating profit before depreciation (EBITDA) and special items 1,055,718 866,574
Profit on disposal of non-current assets, net 5 -2,610 347
Depreciation, amortisation and impairment 9,10
Depreciation ships -328,061 -295,257
Depreciation other non-current assets -39,350 -45,059
Total depreciation and impairment -367,411 -340,316
Operating profit (EBIT) before special items 685,697 526,605
Special items, net 6 8,186 -15,765
Operating profit (EBIT) 693,883 510,840
Financial income 7 102,296 169,661
Financial costs 7 -282,824 -250,857
Profit before tax 513,355 429,644
Tax on profit 8 -7,181 -4,697
Profit for the year 506,174 424,947
Proposed profit appropriation
Proposed dividend, DKK 3,0 per share (2014: DKK 3.6 per share) 184,500 227,700
Retained earnings 321,674 197,247
506,174 424,947

COMPREHENSIVE INCOME (1 JANUARY – 31 DECEMBER)

DKK '000

Note 2015 2014
Profit for the year 506,174 424,947
Other comprehensive income
Items that will not subsequently be reclassified to the Income statement:
Remeasurement of defined benefit pension obligations 0 134
Items that will not subsequently be reclassified to the Income statement 0 134
Items that are or may subsequently be reclassified to the Income statement:
Value adjustment of hedging instruments:
Value adjustment for the year -69,956 -110,444
Value adjustment transferred to operating costs 30,452 -12,160
Value adjustment transferred to financial costs 61,307 86,228
Foreign exchange adjustments, goodwill 1,377 -3,026
Unrealised value adjustment of securities -1,371 -380
Unrealised impairment of securities transferred to financial costs 1,127 1,222
Realised value adjustment of securities transferred to financial costs 0 961
Items that are or may subsequently be reclassified to the Income statement 22,936 -37,599
Total other comprehensive income after tax 22,936 -37,465
Total comprehensive income 529,110 387,482

The majority of amounts included in Other comprehensive income relates to activities which are taxed under the Danish tonnage tax scheme hence, there is no tax on this.

Note 2015 2014
Goodwill 90,470 89,092
Software 147,402 101,120
Development projects in progress 55,694 60,794
Non-current intangible assets 9 293,566 251,006
Land and buildings
Terminals
3,344
20,636
3,446
15,892
Ships 4,059,588 3,230,187
Equipment, etc. 76,532 102,527
Assets under construction and prepayments 130,582 97,549
Non-current tangible assets 10 4,290,682 3,449,601
Investments in subsidiaries 11 3,759,072 3,876,760
Investments in associates and joint ventures 12 379 0
Securities
Deferred tax
14
17
18,392
0
19,764
132
Other non-current assets 3,777,843 3,896,656
Non-current assets 8,362,091 7,597,263
Inventories 15 97,821 83,092
Receivables 13 1,463,042 2,597,298
Prepayments 37,968 26,730
Cash 1,299,950 508,005
Current assets 2,898,781 3,215,125
Assets 11,260,872 10,812,388

BALANCE SHEET 31 DECEMBER (ASSETS) BALANCE SHEET 31 DECEMBER (EQUITY AND LIABILITIES)

Note 2015 2014
Share capital
Reserves
Retained earnings
Proposed dividend
16 1,230,000
-79,506
2,987,217
184,500
1,265,000
-108,198
3,199,171
227,700
Equity 4,322,211 4,583,673
Interest bearing liabilities
Deferred tax
Pension and jubilee liabilities
Other provisions
21
17
19
20
2,179,489
5,336
7,490
25,383
2,749,704
0
7,464
16,693
Non-current liabilities 2,217,698 2,773,861
Interest bearing liabilities
Trade payables
21 3,268,745
724,702
2,367,368
551,351
Other provisions
Corporation tax
Other payables
Prepayments from customers
20
23
22
50,809
8,819
618,918
48,970
8,310
2,669
467,765
57,391
Current liabilities 4,720,963 3,454,854
Liabilities 6,938,661 6,228,715
Equity and liabilities 11,260,872 10,812,388

STATEMENT OF CHANGES IN EQUITY (1 JANUARY – 31 DECEMBER)

DKK '000

Reserves
Share
capital
Hedging
reserve
Revaluation of
securities
Treasury
shares
Retained
earnings
Proposed
dividend
Total
Equity at 1 January 2015 1,265,000 -58,820 1,247 -50,625 3,199,171 227,700 4,583,673
Comprehensive income for the year
Profit for the year 506,174 506,174
Other comprehensive income
Items that will not subsequently be reclassified to the Income statement:
Remeasurement of defined benefit pension obligations
Items that will not subsequently be reclassified to the Income statement 0 0 0 0 0 0 0
Items that are or may subsequently be reclassified to the Income statement:
Value adjustment for the year -69,956 -69,956
Value adjustment transferred to operating costs 30,452 30,452
Value adjustment transferred to financial costs 61,307 61,307
Foreign exchange adjustments, goodwill 1,377 1,377
Unrealised value adjustment of securities -1,371 -1,371
Unrealised impairment of securities transferred to financial costs 1,127 1,127
Items that are or may subsequently be reclassified to the Income statement 0 21,803 -244 0 1,377 0 22,936
Total other comprehensive income after tax 0 21,803 -244 0 1,377 0 22,936
Total comprehensive income 0 21,803 -244 0 507,551 0 529,110
Transactions with owners
Proposed dividend during year -113,850 113,850 0
Dividend paid -325,793 -325,793
Dividend on treasury shares 15,757 -15,757 0
Proposed dividend by year-end -184,500 184,500 0
Vested regarding share-based payments 7,192 7,192
Cash from sale of treasury shares related to exercise of share options 17,289 45,423 62,712
Purchase of treasury shares -45,156 -355,799 -400,955
Reduction of share capital by cancellation of treasury shares -35,000 35,000 0
Group internal merger 1 -139,459 -139,459
Other adjustments 5,731 5,731
Total transactions with owners 2015 -35,000 0 0 7,133 -719,505 -43,200 -790,572
Equity at 31 December 2015 1,230,000 -37,017 1,003 -43,492 2,987,217 184,500 4,322,211

1 The directly owned New Channel Company A/S and it's 100% owned subsidiary New Channel Company A/S are per 18 November 2015 merged into DFDS A/S and the difference between cost price of the investment in the subsidiary and the net book value of the subsidiary's equity is recognised directly in DFDS A/S' equity.

The majority of amounts included in Other comprehensive income relates to activities which are taxed under the Danish tonnage tax scheme hence, there is no tax on this. The Company's share capital, which is not divided into different classes of shares, is divided into 61,500,000 shares of DKK 20 each. All shares rank equally. There are no restrictions on voting rights. The shares are fully paid up.

STATEMENT OF CHANGES IN EQUITY (1 JANUARY – 31 DECEMBER)

DKK '000

Reserves
Share
capital
Hedging
reserve
Revaluation of
securities
Treasury
shares
Retained
earnings
Proposed
dividend
Total
Equity at 1 January 2014 1,485,608 -22,444 -556 -213,544 3,213,104 186,200 4,648,368
Comprehensive income for the year
Profit for the year 424,947 424,947
Other comprehensive income
Items that will not subsequently be reclassified to the Income statement:
Remeasurement of defined benefit pension obligations 134 134
Items that will not subsequently be reclassified to the Income statement 0 0 0 0 134 0 134
Items that are or may subsequently be reclassified to the Income statement:
Value adjustment for the year -110,444 -110,444
Value adjustment transferred to operating costs -12,160 -12,160
Value adjustment transferred to financial costs 86,228 86,228
Foreign exchange adjustments, goodwill -3,026 -3,026
Unrealised value adjustment of securities -380 -380
Unrealised impairment of securities transferred to financial costs 1,222 1,222
Realised value adjustment of securities transferred to financial costs 961 961
Items that are or may subsequently be reclassified to the Income statement 0 -36,376 1,803 0 -3,026 0 -37,599
Total other comprehensive income after tax 0 -36,376 1,803 0 -2,892 0 -37,465
Total comprehensive income 0 -36,376 1,803 0 422,055 0 387,482
Transactions with owners
Dividend paid -177,289 -177,289
Dividend on treasury shares 8,911 -8,911 0
Proposed dividend -227,700 227,700 0
Vested regarding share-based payments 6,521 6,521
Cash from sale of treasury shares related to exercise of share options 5,953 17,288 23,241
Purchase of treasury shares -63,642 -231,238 -294,880
Reduction of share capital by cancellation of treasury shares -220,608 220,608 0
Group internal merger 1 -8,488 -8,488
Other adjustments -1,282 -1,282
Total transactions with owners 2014 -220,608 0 0 162,919 -435,988 41,500 -452,177
Equity at 31 December 2014 1,265,000 -58,820 1,247 -50,625 3,199,171 227,700 4,583,673

1 The directly owned DFDS Logistics Intermodal A/S is per 1 January 2014 merged into DFDS A/S and the difference between cost price of the investment in the subsidiary and the net book value of the subsidiary's equity is recognised directly in DFDS A/S' equity.

The majority of amounts included in Other comprehensive income relates to activities which are taxed under the Danish tonnage tax scheme hence, there is no tax on this. The Company's share capital, which is not divided into different classes of shares, is divided into 63,250,000 shares of DKK 20 each. The number of shares has been restated to reflect the change of the nominal share value from DKK 100 to DKK 20 through a share split of 1:5. All shares rank equally. There are no restrictions on voting rights. The shares are fully paid up.

CASH FLOW STATEMENT (1 JANUARY – 31 DECEMBER) NOTES

DKK '000

Note 2015 2014
Operating profit before depreciation (EBITDA) and special items 1,055,718 866,574
Cash flow effect from special items related to operating activities
Adjustments for non-cash operating items, etc.
Change in working capital
Payment of pension liabilities and other provisions
26
27
0
34,388
38,609
-9,683
-5,995
6,278
72,723
-9,423
Cash flow from operating activities, gross 1,119,032 930,157
Interest, etc. received
Interest, etc. paid
Tax paid
124,819
-152,607
-2,669
148,737
-204,491
-1,295
Cash flow from operating activities, net 1,088,575 873,108
Investments in ships including dockings, rebuildings and ships under construction
Sale of ships
Investments in other non-current tangible assets
Sale of other non-current tangible assets
Investments in non-current intangible assets
Investments in other non-current assets, net
Capital increases, etc.
Dividends received from subsidiaries
11,12 -455,720
338,005
-24,417
20,780
-58,926
0
-824
110,927
-552,156
0
-9,120
5,715
-53,338
90
-1,785
0
Cash flow to/from investing activities, net -70,175 -610,594
Proceed from loans secured by mortgages in ships
Repayment of and instalments on loans secured by mortgage in ships
Change in other financial loans, net
Payment of financial lease liabilities
Change in Group internal financing
Change in loans to associates and joint ventures
Cash received from internal mergers
Proceed from issuance of corporate bonds
Acquisition of treasury shares
Cash received from exercise of share options
Government grants related to purchase of assets
Dividends paid
120,876
-97,005
-46,319
0
445,224
-4,697
4,006
0
-400,955
62,712
15,496
-325,793
652,550
-1,409,033
370,547
-18,118
-129,794
2,004
23,249
498,250
-294,880
23,241
8,980
-177,289
Cash flow to/from financing activities, net -226,455 -450,293
Net increase/(decrease) in cash and cash equivalents 791,945 -187,779
Cash and cash equivalents at 1 January
Foreign exchange and value adjustments of cash and cash equivalents
508,005
0
696,320
-536
Cash and cash equivalents at 31 December 1 1,299,950 508,005

1 At year-end 2015 DKK 85.4m (2014: DKK 0) of the cash was deposited on restricted bank accounts as security for derivatives with negative fair values.

The cash flow statement cannot directly be derived from the income statement and the balance sheet.

NOTES TO THE INCOME STATEMENT

  • 80 1 Revenue
  • 80 2 Consumable of bunker and goods
  • 80 3 Employee costs
  • 80 4 Fees to Auditors appointed at the annual general meeting
  • 80 5 Profit on disposal of non-current assets, net
  • 80 6 Special items, net
  • 81 7 Financial items
  • 81 8 Tax

NOTES TO THE BALANCE SHEET

  • 82 9 Non-current intangible assets
  • 82 10 Non-current tangible assets
  • 83 11 Investments in subsidiaries
  • 83 12 Investments in associates and joint ventures
  • 83 13 Receivables
  • 84 14 Securities
  • 84 15 Inventories
  • 84 16 Treasury shares (number of shares)
  • 85 17 Deferred tax
  • 85 18 Share options
  • 85 19 Pension and jubilee liabilities
  • 86 20 Other provisions
  • 86 21 Interest-bearing liabilities
  • 86 22 Other payables
  • 86 23 Corporation tax liabilities
  • 87 24 Information on financial instruments
  • 87 25 Financial and operational risks

NOTES TO THE STATEMENT OF CASH FLOW

  • 88 26 Non-cash operating items
  • 88 27 Change in working capital

NOTES – ADDITIONAL INFORMATION

  • 88 28 Acquisition and sale of enterprises and activities
  • 88 29 Guarantees, collateral and contingent liabilities
  • 89 30 Contractual commitments
  • 90 31 Related party transactions
  • 90 32 Impairment tests
  • 90 33 Events after the balance sheet date
  • 91 34 Accounting Policies
Note 1 Revenue 2015 2014
Sale of goods on board ships
Sale of services
Rental income from time charter and bareboat charter of ships and operating equipment
Other operating income
887,816
5,070,913
566,826
186,848
843,771
5,080,692
503,531
155,198
Total revenue 6,712,403 6,583,192

DKK '000

Note 2 Consumable of bunker and goods 2015 2014
Consumable of bunker and goods included in operating costs
Change in inventory write-downs for the year
1,325,340
884
1,586,886
974
Total consumable of bunker and goods 1,326,224 1,587,860

Consumable of bunker and goods consists of bunker and cost related to sale of goods and services on board.

DKK '000

Note 3 Employee costs 2015 2014
Wages, salaries and remuneration 641,116 627,903
Hereof capitalised employee costs -26,649 -35,182
Defined contribution pension plans 43,096 43,259
Other social security costs 29,043 28,694
Share based payment, reference is made to note 18 7,192 6,521
Other employee costs 51,313 47,475
Total employee costs 745,111 718,670
Full time equivalents (FTE), average 1,719 1,721

Reference is made to note 4 of the consolidated financial statements for a description of the Parent Company's remuneration, etc. to the Executive Board and remuneration to the Board of Directors as these are the same for the Parent Company and the Group.

DKK '000

Note 4 Fees to Auditors appointed at the annual general meeting 2015 2014
Audit fees 918 965
Other assurance engagements 172 44
Tax and VAT advice 1,106 411
Non-audit services 1,063 453
Total fees 3,259 1,873

DKK '000

Note 5 Profit on disposal of non-current assets, net 2015 2014
Profit on disposal of property, plant and equipment
Equipment, etc. 1,363 802
Profit on disposal of property, plant and equipment 1,363 802
Loss on disposal of property, plant and equipment
Equipment, etc. -3,973 -455
Loss on disposal of property, plant and equipment -3,973 -455
Total profit on disposal of non-current assets, net -2,610 347
Note 6 Special items, net 2015 2014
Gain regarding the sale of the ships Flandria Seaways and Sirena Seaways 36,556 0
Adjustment of estimated earn-out to seller regarding the route Kapellskär-Paldiski acquired
in 2011
-28,370 -4,730
Costs related to route closures and other restructurings caused by new low sulphur rules 0 -6,989
Costs related to designing and implementing one group wide finance service centre, including
advisor costs, redundancies etc.
0 -3,014
Costs related to restructuring and improvements of processes in connection with project
Customer Focus Initiative
0 -1,032
Special items, net 8,186 -15,765
If special items had been included in the operating profit before special items,
they would have been recognised as follows:
Employee costs
Cost of sales and administration
0
0
-7,700
-1,635
Operating profit before depreciation (EBITDA) and special items
Profit on disposal of non-current assets, net
0
36,556
-9,335
0
Impairment losses on ships and other non-current assets
Financial income/costs
0
-28,370
-1,700
-4,730
Special items, net 8,186 -15,765
Note 7 Financial items 2015 2014
Financial income
Interest income from banks, etc. 4,629 4,567
Interest income from subsidiaries 44,328 72,418
Reversal of impairment of receivables from subsidiaries1 2,916 0
Dividends received from subsidiaries 110,927 0
Impairment of investments in subsidiaries due to dividend pay out1 -110,000 0
Reversal of impairment of investment in subsidiaries1 40,000 90,000
Other dividends 9,496 2,676
Total financial income 102,296 169,661
Financial costs
Interest expense to banks, credit institutions, corporate bonds, etc. -83,564 -108,740
Interest expense to subsidiaries -811 -1,786
Foreign exchange losses, net2 -6,748 -11,759
Realised loss on securities (transferred from equity) 0 -961
Defined benefit pension plans 0 -28
Impairment of securities (transferred from equity) -1,127 -1,222
Impairment of receivables from subsidiaries1 -123,770 -6,633
Waiver of loan to subsidiary -11,123 0
Impairment of investments in subsidiaries1 -48,065 -116,641
Other financial costs -7,616 -10,241
Transfer to assets under construction3 0 7,154
Total financial costs -282,824 -250,857
Financial items, net -180,528 -81,196

1 Reference is made to note 32.

2 Foreign exchange gains in 2015 amounts to DKK 142m (2014: DKK 295m) and foreign exchange losses amounts to DKK 149m (2014: DKK 307m).

3 2014: Interest capitalised on two newbuildings in 2014. The interest were calculated by using a mix of a specific interest rate and a general inte rest rate of approximately 1.7 - 4.9% p.a.

DFDS A/S makes forward exchange transactions, etc., on behalf of all subsidiaries, and therefore foreign exchange gains and losses in the DFDS A/S also consist of the Group's gross transactions. Transactions entered into, on behalf of subsidiaries, are transferred to the subsidiaries on back-to-back terms.

Except for interest expenses relating to interest swap agreements of DKK 5.6m (2014: DKK 16.2m) interest income and interest expenses relates to financial instruments measured at amortised cost.

Other financial costs contains bank charges, fees, early repayment fees, commitment fees, etc.

DKK '000

Note 8 Tax 2015 2014
Current joint tax contributions
Deferred tax for the year
Adjustment to corporation tax in respect of prior years
-757
-5,840
-956
0
-2,349
-1,964
Adjustment to deferred tax in respect of prior years
Adjustment of corporate income tax rate
0
372
-314
-70
Tax for the year -7,181 -4,697
Tax for the year is recognised as follows:
Tax in the income statement
-7,181 -4,697
Tax for the year -7,181 -4,697
Tax in the income statement can be specified as follows:
Profit before tax
Of this, tonnage taxed income
513,355
-651,962
429,644
-496,650
Profit before tax (corporate income tax) -138,607 -67,006
23.5% tax of profit before tax (2014: 24.5%)
Tax effect of:
Non-taxable/-deductible items
32,573
-37,032
16,416
-16,586
Adjustments of tax in respect of prior years
Corporate income tax
Tonnage tax
-584
-5,043
-2,138
-2,348
-2,518
-2,179
Tax in the income statement -7,181 -4,697
Effective tax rate
Effective tax rate before adjustment of prior years' tax
1.4
1.3
1.1
0.5

DFDS A/S and its Danish subsidiaries and Danish taxed branches are within the Danish Act of compulsory joint taxation with LF Investment ApS and J. Lauritzen A/S and these two companies' Danish controlled enterprises. In accordance with the Danish rules on joint taxation, DFDS A/S' 100% owned Danish subsidiaries are jointly and severally liable for DFDS A/S' corporation tax liabilities towards the Danish tax authorities while DFDS A/S and its Danish subsidiaries only are subsidiary and pro rata liable for the corporation tax liabilities towards the Danish tax authorities for all other companies that are part of the Danish joint taxation. LF Investment ApS is the administration company in the joint taxation and settles all payments of corporation tax with the tax authorities.

The shipping activities performed are included in the Danish tonnage tax scheme where the taxable income related to transportation of passengers and freight is calculated based on the tonnage deployed during the year. Taxable income related to other activities is taxed according to the normal corporate income tax rules.

Adjustment of prior years' tax in 2015 and 2014 for the Parent Company primarily relates to the final settlement and utilisation of tax losses between the joint taxed Danish entities.

Note 9 Non-current intangible assets

Goodwill Other
non-current
intangible
assets
Software Devel
opment
projects in
progress
Total
Cost at 1 January 2015 89,092 2,384 276,203 60,794 428,473
Foreign exchange adjustments 1,378 0 0 0 1,378
Addition on merger 0 0 873 0 873
Additions 0 0 22,691 36,235 58,926
Transfers 0 0 41,335 -41,335 0
Cost at 31 December 2015 90,470 2,384 341,102 55,694 489,650
Amortisation and impairment losses
at 1 January 2015 0 2,384 175,083 0 177,467
Addition on merger 0 0 873 0 873
Amortisation charge 0 0 17,744 0 17,744
Amortisation and impairment losses
at 31 December 2015 0 2,384 193,700 0 196,084
Carrying amount at 31 December 2015 90,470 0 147,402 55,694 293,566
Cost at 1 January 2014 92,118 2,384 233,558 53,388 381,448
Foreign exchange adjustments -3,026 0 0 0 -3,026
Additions 0 0 22,050 31,288 53,338
Disposals 0 0 0 -3,287 -3,287
Transfers 0 0 20,595 -20,595 0
Cost at 31 December 2014 89,092 2,384 276,203 60,794 428,473
Amortisation and impairment losses
at 1 January 2014 0 2,384 160,703 3,287 166,374
Amortisation charge 0 0 14,380 0 14,380
Disposals 0 0 0 -3,287 -3,287
Amortisation and impairment losses
at 31 December 2014 0 2,384 175,083 0 177,467
Carrying amount at 31 December 2014 89,092 0 101,120 60,794 251,006

The Parent Company's carrying amount of Goodwill DKK 90.5m (2014: DKK 89.1m) relates to the acquisition of one freight- and passenger route in 2011 and the acquisition of one freight route in 2005.

The carrying amount of completed software and development projects in progress primarily relates to a new Passenger booking system, a new Transport Management System to the Logistics Division, a new procurement system and a new point of sale system.

DKK '000

Note 10 Non-current tangible assets

Land and
buildings
Terminals Ships Equipment
etc.
Assets under
construction
and pre
payments
Total
Cost at 1 January 2015 10,949 61,876 6,135,869 360,672 97,549 6,666,915
Foreign exchange adjustments 0 0 396 0 6 402
Addition on merger 873 0 1,412,325 440 11,243 1,424,881
Additions 0 0 279,215 14,925 144,909 439,049
Disposals 0 0 -421,413 -40,194 0 -461,607
Transfers 0 7,378 115,198 549 -123,125 0
Transferred to assets clasified as held
for sale 1 0 0 -104,744 0 0 -104,744
Cost at 31 December 2015 11,822 69,254 7,416,846 336,392 130,582 7,964,896
Depreciation and impairment losses at
1 January 2015 7,503 45,984 2,905,682 258,145 0 3,217,314
Foreign exchange adjustments 1 0 101 -1 0 101
Addition on merger 290 0 348,124 232 0 348,646
Depreciation charge 684 2,634 328,061 18,288 0 349,667
Disposals 0 0 -196,308 -16,804 0 -213,112
Transferred to assets clasified as held
for sale 1 0 0 -28,402 0 0 -28,402
Depreciation and impairment losses at
31 December 2015
8,478 48,618 3,357,258 259,860 0 3,674,214
Carrying amount at 31 December 2015 3,344 20,636 4,059,588 76,532 130,582 4,290,682
Cost at 1 January 2014 10,949 74,025 5,300,299 351,819 470,563 6,207,655
Addition on merger 0 0 0 13,751 0 13,751
Additions 0 0 733 6,458 550,541 2 557,732
Disposals 0 -12,949 -87,889 -11,385 0 -112,223
Transfers 0 800 922,726 29 -923,555 2 0
Cost at 31 December 2014 10,949 61,876 6,135,869 360,672 97,549 6,666,915
Depreciation and impairment losses at
1 January 2014 6,710 55,155 2,697,161 229,243 0 2,988,269
Addition on merger 0 0 0 9,964 0 9,964
Depreciation charge 793 2,078 295,257 27,808 0 325,936
Disposals 0 -11,249 -86,736 -8,870 0 -106,855
Depreciation and impairment losses at
31 December 2014
7,503 45,984 2,905,682 258,145 0 3,217,314
Carrying amount at 31 December 2014 3,446 15,892 3,230,187 102,527 97,549 3,449,601

1 Reference is made to the consolidated financial statements note 33

2 Primarily relates to the construction of the two newbuildings ARK Dania and ARK Germania (ro-ro ships) and the completion hereof in 2014.

Note 10 Non-current tangible assets (continued)

On the basis of the impairment tests performed in 2015 there has been no impairment loss on ships (2014: DKK 0m). For further information regarding the impairment tests, reference is made to the consolidated financial statements note 37.

In 2015 EU awarded the Parent Company a grant of up to DKK 40m primarily related to installation of scrubbers on four freight ships.

In 2014 EU awarded the Parent Company a grant of up to DKK 17.4m primarily related to installation of scrubbers on two freight ships.

The grants are recognised as follows in the financial statements:

DKK m

Offset against relevant
assets/costs
Received in cash Recognised as receivable
31 December 2014
Movement
-11
-38
9
15
2
23
31 December 2015 -49 24 25

DKK '000

Note 11 Investments in subsidiaries 2015 2014
Cost at 1 January 4,798,923 4,832,326
Addition on merger 43,513 2,262
Additions 445 1,785
Disposal on merger -409,008 -37,450
Disposals -93 0
Cost at 31 December 4,433,780 4,798,923
Accumulated impairment losses at 1 January -922,163 -895,522
Impairment losses -158,065 -116,641
Reversal of prior year impairment losses 40,000 90,000
Addition on merger -43,513 0
Disposal on merger 409,008 0
Disposals 25 0
Accumulated impairment losses at 31 December -674,708 -922,163
Carrying amount at 31 December 3,759,072 3,876,760

Reference is made to the Company overview in the consolidated financial statements note 41.

In 2015 the disposal on merger relates to the merger of New Channel Holding A/S into DFDS A/S . Where the disposal is DFDS A/S' investment in New Channel Holding A/S and the addition is the net book value of New Channel Company A/S' investment in a subsidiary that following the merger is directly owned by DFDS A/S. Additions relates to acquisition of non-controlling interests.

DKK '000

Note 11 Investments in subsidiaries (continued)

In 2014 the addition on merger and disposal on merger relates to the merger of DFDS Logistics Intermodal A/S into DFDS A/S. Where the disposal is DFDS A/S' investment in DFDS Logistics Intermodal A/S and the addition is the net book value of DFDS Logistics Intermodal A/S' investment in a subsidiary that following the merger is directly owned by DFDS A/S. Additions relates to acquisition of non-controlling interests and establishment of a subsidiary.

The carrying amount of investments in subsidiaries is tested for impairment at least at year-end. The impairment tests for 2015 has led to recognition of impairment losses of DKK 158.1m (2014: DKK 116.6m) and reversal of prior year impairment losses of DKK 40.0m (2014: DKK 90.0m). One of the impairment losses of DKK 110.0m should be seen with the dividend received from a subsidary of DKK 110.9m. Reference is made to note 7. For further information regarding the impairment tests, reference is made to note 32.

DKK '000

Note 12 Investments in associates and joint ventures 2015 2014
Cost at 1 January 0 0
Additions 379 0
Cost at 31 December 379 0
Accumulated impairment losses at 1 January and 31 December 0 0
Carrying amount at 31 December 379 0

The addition in 2015 relates to the establishment of the joint venture DFDS Logistics Ibérica S.L.

For specification of investments in associates and joint ventures reference is made to the consolidated financial statements note 13.

DKK '000

Note 13 Receivables 2015 2014
Trade receivables 600,404 538,586
Interest bearing receivables from subsidiaries1
Other non-interest bearing receivables from subsidiaries
715,137
9,625
1,970,383
0
Receivables from associates and joint ventures 53,803 49,106
Fair value of derivative financial instruments, forward transactions and bunker hedges
Other receivables and current assets2
4,534
79,539
13,586
25,637
Total current receivables 1,463,042 2,597,298

1 The carrying amount of Interest bearing receivables from subsidiaries relates to current credit facilities that are made available to subsidiaries. Receivables from subsidiaries are impaired by DKK 266,1m at 31 December 2015 (2014: DKK 6.6m). 2 Hereof EU Grant of DKK 25m (2014: DKK 2m).

The carrying amount of receivables is in all material respects equal to the fair value.

None of the trade receivables with collateral are overdue at 31 December 2015 (2014: none). The collateral consists of bank guarantees with a fair value of DKK 4m (2014: DKK 4m).

Note 13 Receivables (continued) 2015 2014
Receivables that are past due, but not impaired:
Days past due:
Up to 30 days 97,661 104,597
31-60 days 21,170 21,872
61-90 days 14 3,822
91-120 days 0 3,808
More than 120 days 0 8,001
Past due, but not impaired 118,845 142,100

DKK '000

Note 14 Securities 2015 2014
Listed shares
Other shares and equity investments
Other investments
34
17,782
576
1,406
17,782
576
Total non-current securities 18,392 19,764

Securities are assets classified as 'available for sale'.

Other shares and equity investments as well as other investments consist of some minor unlisted enterprises and holdings. These investments are not remeasured to fair value because the fair value cannot be measured reliably. Instead the securities are recognised at cost reduced by impairment, if any.

Movements in write-downs, which are included in the above trade receivables:

Write-downs at 1 January 9,147 6,125
Foreign exchange adjustment 5 0
Addition on merger 7,386 451
Write-downs 28,228 5,873
Realised losses -793 -455
Reversed write-downs -3,129 -2,847
Write-downs at 31 December 40,844 9,147

Age distribution of write-downs:

Days past due:
Up to 30 days 1,373 920
31-60 days 3,293 1,227
61-90 days 3,506 0
91-120 days 868 253
More than 120 days 31,804 6,747
Write-downs at 31 December 40,844 9,147

Write-downs and realised losses are recognised in operating costs in the Income statement.

Write-downs on trade receivables are caused by customer bankruptcy or uncertainty about the customers ability and/or willingness to pay.

DKK '000

Note 15 Inventories 2015 2014
Bunker
Goods for sale
Impairment of inventories
38,225
63,611
-4,015
38,574
47,649
-3,131
Total inventories 97,821 83,092

Note 16 Treasury shares (number of shares)

Information regarding the Parent Company's and the Group's holding of treasury shares is equal. Reference is made to the consolidated financial statements note 17.

Note 17 Deferred tax

2015 Land and buildings,
terminals and
other equipment
Provisions Tax loss
carried
forward
Total
Deferred tax at 1 January
Impact from change in corporate income tax rate
510
-69
-454
-303
-188
0
-132
-372
Recognised in the Income statement
Deferred tax at 31 December, net
1,087
1,528
4,753
3,996
0
-188
5,840
5,336
2014
Deferred tax at 1 January
Addition on merger
Impact from change in corporate income tax rate
Recognised in the Income statement
1,136
-1,430
-52
856
-666
-196
73
335
0
-1,709
49
1,158
470
-3,335
70
2,349
Adjustments regarding prior years recognised in
the Income statement
0 0 314 314
Deferred tax at 31 December, net 510 -454 -188 -132
2015 2014
Deferred tax is recognised in the balance sheet as follows:
Deferred tax (assets) 0 -132
Deferred tax (liabilities) 5,336 0
Deferred tax at 31 December, net 5,336 -132

By joining the tonnage taxation scheme, DFDS A/S is subject to the requirements of the scheme until 2021. DFDS A/S is not expected to withdraw from the scheme and consequently no deferred tax relating to assets and liabilities subject to tonnage taxation has been recognised. If DFDS A/S withdraws from the tonnage taxation scheme, deferred tax in the amount of maximum DKK 300m (2014: DKK 267m) may be recognised.

Note 18 Share options

Information regarding share options for the Parent Company and the Group is equal. Reference is made to the consolidated financial statements note 19.

Note 19 Pension and jubilee liabilities

The Parent Company contributes to defined contribution plans as well as defined benefit plans. The majority of the pension plans are funded through payments of annual premiums to an independent insurance company responsible for the pension obligation towards the employees (defined contribution plans). In these plans the Parent Company has no legal or constructive obligation to pay further contributions irrespective of the funding of the insurance company. Pension costs from such plans are charged to the income statement when incurred.

The Parent Company has minor defined benefit plans. The defined benefit plans are pension plans that yearly pay out a certain percentage of the final salary the employee has when the employee retires. The pensions are paid out as from retirement and during the remaining life of the employee. The percentage of the salary is dependent of the seniority of the employees. The defined benefit plans typically include a spouse pension.

Based on actuarial calculations the defined benefit plans show the following liabilities:

2015 2014
Present value of unfunded defined benefit obligations 1,364 1,579
Recognised liabilities for defined benefit obligations 1,364 1,579
Provision for jubilee liabilities 6,126 5,885
Total actuarial liabilities 7,490 7,464
Note 20 Other provisions 2015 2014
Other provisions at 1 January
Addition on merger
25,003
3,813
26,605
766
Provisions made during the year
Used during the year
Reversal of unused provisions
56,344
-8,968
0
6,200
-7,202
-1,366
Other provisions at 31 December 76,192 25,003
Other provisions are expected to be payable in:
0-1 year
1-5 years
After 5 years
50,809
21,928
3,455
8,310
16,693
0
Other provisions at 31 December 76,192 25,003

Of the Parent Company's provision of DKK 76.2m (2014: DKK 25.0m), DKK 9.0m (2014: DKK 2.1m) is estimated redelivery provision regarding leased operating equipment and DKK 18.5m (2014: DKK 0m) is relating to an onerous bare boat charter contract. DKK 45.3m (2014: DKK 22.9m) is estimated net present value of earn-out agreement regarding the acquisition of the route Kapellskär-Paldiski and DKK 3.4m (2014: DKK 0m) is other provisions.

DKK '000

Note 21 Interest-bearing liabilities 2015 2014
Mortgage on ships
Issued corporate bonds
Bank loans
859,820
1,040,945
278,724
941,353
1,483,996
324,355
Total interest bearing non-current liabilities 2,179,489 2,749,704
Mortgage on ships
Issued corporate bonds
Bank loans
Payables to subsidiaries1
203,464
387,888
46,454
2,630,939
94,639
0
46,336
2,226,393
Total interest bearing current liabilities 3,268,745 2,367,368
Total interest bearing liabilities 5,448,234 5,117,072

1 The carrying amount of Interest bearing payables to subsidiaries relates to deposit facilities that are made available to subsidiaries.

Regarding the Parent Company's issue of corporate bonds reference is made to the consolidated financial statements note 22.

The fair value of the interest-bearing liabilities amounts to DKK 5,448m (2014: DKK 5,177m). The fair value measurement is categorised within level 3 in the fair value hierarchy except for the part that relates to the corporate bonds for which the fair value measurement is categorised within level 1.

The fair value of the financial liabilities is determined as the present value of expected future repayments and interest rates. The Parent Company's actual borrowing rate for equivalent terms is used as the discount rate. The fair value of the issued corporate bonds has been calculated based on the quoted bond price at year end 2015 and 2014 respectively.

Note 21 Interest-bearing liabilities (continued)

DKK 608m of the interest bearing liabilities in the Parent Company fall due after five years (2014: DKK 668m). No unusual conditions in connection with borrowing are made. The loan agreements can be settled at fair value plus a small surcharge, whereas settlement of the corporate bonds requires a repurchase of the bonds.

Reference is made to note 25 for financial risks, etc.

DKK '000

Allocation of currency, principal nominal amount 2015 2014
DKK 1,047,114 1,086,409
EUR 2,592,285 2,449,071
SEK 200,533 156,690
NOK 1,007,844 1,031,051
GBP 600,458 388,486
USD 0 5,304
LTL 0 61
Total interest bearing liabilities 5,448,234 5,117,072

DKK '000

Note 22 Other payables 2015 2014
Payables to subsidiaries 87,975 12,178
Accrued interests 8,333 6,453
Public authorities (VAT, duty, etc.) 8,056 1,852
Holiday pay obligations, etc. 148,619 141,103
Fair value of Interest swaps, forward transactions and bunker hedges 303,464 271,915
Other payables 62,471 34,264
Total other payables 618,918 467,765
Note 23 Corporation tax liabilities 2015 2014
Corporation tax liabilities at 1 January 2,669 2,000
Addition on merger 7,106 0
Tax for the year recognised in the Income statement 757 0
Adjustment, prior years recognised in the Income statement 956 1,964
Corporation taxes paid during the year -2,669 -1,295
Corporation tax liabilities at 31 December, net 8,819 2,669
Corporation tax is recognised in the balance sheet as follows:
Corporation tax receivable (assets) 0 0
Corporation tax debt (liabilities) 8,819 2,669
Corporation tax liabilities at 31 December, net 8,819 2,669
Note 24 Information on financial instruments 2015 2014
Carrying amount per category of financial instruments
Derivatives, financial assets measured at fair value 4,534 13,586
Loans, receivables and cash, assets measured at amortised cost 2,758,458 3,091,717
Financial assets available for sale 18,392 19,764
Derivatives, financial liabilities measured at fair value -303,464 -271,915
Financial liabilities measured at amortised cost -6,331,715 -5,721,318
Total -3,853,795 -2,868,166

Hierarchy of financial instruments measured at fair value

The table below ranks financial instruments carried at fair value by valuation method. The different levels have been defined as follows:

• Level 1: Quoted prices in an active market for identical type of instrument, i.e. without change in form or content (modification or repackaging).

• Level 2: Quoted prices in an active market for similar assets or liabilities or other valuation methods where all material input is based on observable market data.

• Level 3: Valuation methods where possible material input is not based on observable market data.

DKK '000

2015 Level 1 Level 2 Level 3
Derivatives, financial assets 0 4,534 0
Financial assets available for sale 34 0 0
Derivatives, financial liabilities 0 -303,464 0
Total 34 -298,930 0
2014 Level 1 Level 2 Level 3
Derivatives, financial assets 0 13,586 0
Financial assets available for sale 1,406 0 0
Derivatives, financial liabilities 0 -271,915 0
Total 1,406 -258,329 0

Derivative financial assets and liabilities are all measured at level 2. Reference is made to note 27 in the consolidated financial statements for description of the valuation method. Financial assets available for sale measured at level 1 comprise listed shares (2014: and bonds) and is measured at the quoted prices.

Financial assets available for sale also comprise other shares and equity investments as well as other investments of DKK 18.4m (2014: DKK 18.4m). These are some minor unlisted enterprises and holdings. They are measured at cost reduced by impairments, if any, and consequently, they are not included in the fair value hierarchy.

Note 25 Financial and operational risks

DFDS' risk management policy

The description of DFDS' risk management policy, financial risks and capital management is equal for the Group and the Parent Company. Reference is made to the consolidated financial statements note 27.

The following specifications for the Parent Company are different to the similar specifications for the Group.

Financial risks

Interest rate risks

An increase in the interest rate of 1%-point compared to the actual interest rates in 2015 would, other things being equal, have increased net interest payments by DKK 9m for the Parent Company in 2015 (2014: DKK 15m). A decrease in the interest rates would have had a similar positive effect.

Liquidity risks

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

2015 0-1 year 1-3 years 3-5 years After
5 years
Non-derivative financial assets
Cash 1,299,950 0 0 0
Trade receivables 600,404 0 0 0
Receivables from subsidiaries 724,762 0 0 0
Receivables from associates and joint ventures 53,803 0 0 0
Other receivables and current assets 79,539 0 0 0
Non-derivative financial liabilities
Mortgages on ships -227,164 -211,077 -205,586 -563,860
Issued corporate bonds -424,992 -588,490 -505,944 0
Bank loans -52,339 -101,774 -98,978 -96,205
Trade payables -724,702 0 0 0
Other payables -62,471 0 0 0
Payables to subsidiaries -2,718,914 0 0 0
Financial guarantees -91,697 0 0 0
Derivative financial assets
Forward exchange contracts and currency swaps 4,534 0 0 0
Derivative financial liabilities
Interest swaps -5,418 -3,958 -2,700 -1,097
Forward exchange contracts and currency swaps -105,366 -169,925 0 0
Bunker contracts -14,999 0 0 0
-1,665,070 -1,075,224 -813,208 -661,162

Note 25 Financial and operational risks (continued)

2014 0-1 year 1-3 years 3-5 years After
5 years
Non-derivative financial assets
Cash 508,005 0 0 0
Trade receivables 538,586 0 0 0
Receivables from subsidiaries 1,970,383 0 0 0
Receivables from associates and joint ventures 49,106 0 0 0
Other receivables and current assets 25,637 0 0 0
Non-derivative financial liabilities
Mortgages on ships -114,279 -301,406 -181,565 -599,760
Issued corporate bonds -51,468 -1,081,401 -506,037 0
Bank loans -52,971 -103,263 -101,348 -145,916
Trade payables -551,351 0 0 0
Other payables -34,264 0 0 0
Payables to subsidiaries -2,238,571 0 0 0
Financial guarantees -108,095 0 0 0
Derivative financial assets
Forward exchange contracts and currency swaps 13,397 189 0 0
Derivative financial liabilities
Interest swaps -9,105 -4,194 -2,174 -2,440
Forward exchange contracts and currency swaps -1,715 -82,971 -138,024 0
Bunker contracts -31,292 0 0 0
-87,997 -1,573,046 -929,148 -748,116

Assumptions for the maturity table:

The maturity analysis is based on undiscounted cash flows including estimated interest payments. Interest payments are estimated based on existing market conditions.

The undiscounted cash flows related to derivative financial liabilities are presented at gross amounts unless the parties according to the contract have a right or obligation to settle at net amount.

DKK '000

Note 26 Non-cash operating items 2015 2014
Change in provisions 25,973 -1,832
Change in write-down of inventories for the year 884 974
Change in provision for defined benefit plans and jubilee obligations 339 615
Vesting of share option plans expensed in the income statement 7,192 6,521
Non-cash operating items 34,388 6,278

DKK '000

Note 27 Change in working capital 2015 2014
Change in inventories 6,813 20,083
Change in receivables 85,282 19,875
Change in current liabilities 32,765
Change in working capital 38,609 72,723

Note 28 Acquisition and sale of enterprises and activities

Acquisition

DFDS A/S did not acquire enterprises and activities during 2015 or 2014.

Note 29 Guarantees, collateral and contingent liabilities

Guarantees amount to DKK 663.7m (2014: DKK 537.5m) for DFDS A/S. In addition, DFDS A/S has issued an unlimited guarantee for a subsidiary to cover any obligations under a Payment Service Agreement for credit card payments and a guarantee to cover all payments to an English defined benefit pension scheme with an underfunding of DKK 34.3m at 31 December 2015 (2014: DKK 26.0m).

The Parent Company has issued letter of support for certain Group companies with negative equity.

The Parent Company is in 2015 as well as in 2014 part in various legal disputes. The outcome of these disputes is not considered likely to influence the Parent Company significantly, besides what is already recognised in the balance sheet.

Certain ships with a total carrying amount of DKK 1,737.6m (2014: DKK 1,302.7m) have been pledged as security for mortgage on ships with a total carrying amount of DKK 1,063.3m (2014: DKK 1,036.0m).

At year end 2015 DKK 85.4m (2014: DKK 0) of the cash was deposited on restricted bank accounts as security for derivatives with negative fair values

Note 30 Contractual commitments 2015 2014
Contractual commitments, term 0-1 year
Contractual commitments, term 1-5 years
Contractual commitments, term after 5 years
133,789
0
0
Total contractual commitments 905,249 133,789

Contractual commitments in 2015 relates to the developing of a terminal as well as the future charter payments relating to the lease of the ships Côte des Dunes and Côte des Flandres. The ships were deployed on the route Dover-Calais during February 2016 at which time the lease arrangement has commenced and the ships are recognised as a financial lease.

Contractual commitments in 2014 relates to installation of scrubbers for delivery in 2015.

Operating lease commitments (lessee) 2015 2014
Minimum lease payments
0-1 year
1-5 years
After 5 years
19,861
58,173
0
18,432
74,713
0
Total buildings 78,034 93,145
0-1 year
1-5 years
After 5 years
10,449
44,137
40,541
10,675
44,434
48,330
Total terminals 95,127 103,439
0-1 year
1-5 years
After 5 years
780,721
680,595
0
335,200
524,023
6,255
Total ships 1,461,316 865,478
0-1 year
1-5 years
After 5 years
26,236
50,178
1,584
24,920
40,906
0
Total equipment, etc. 77,998 65,826
Total minimum lease payments fall due as follows:
0-1 year
1-5 years
After 5 years
837,267
833,083
42,125
389,227
684,076
54,585
Total minimum lease payments 1,712,475 1,127,888

The specified payments are not discounted.

Note 30 Contractual commitments (continued)

Operating lease- and rent costs recognised in the income statement amount to DKK 953.3m for 2015 (2014: DKK 910.1m) of which DKK 0.0m (2014: DKK 0.1m) is contingent lease payments. The contingent part of the lease costs relates to terminals and is based on the throughput of volumes in the terminals.

Operating lease contracts on ships are typically concluded with lease terms of up to 12 months, but where most of the lease contracts contain an option to extend the lease term. However, 4 leases were initially entered with a 10 year lease period, of which 2-4 years remain at 31 December 2015. Lease contracts on other assets are normal lease contracts including a minimum lease term after which the lease term can be terminated by giving 1 to 12 months notice.

The Parent Company has not entered any substantial agreements, which will be effected, changed nor expired, if the control over the Group is changed as a consequence of takeover of the Group.

DKK '000

Operating lease commitments (lesser) 2015 2014
Minimum lease payments (income)
Ships and equipment
0-1 year 131,983 187,444
1-5 years 284,806 269,795
After 5 years 62,185 120,631
Total ships and equipment 478,974 577,870

The specified minimum payments are not discounted. Operational lease- and rental income recognised in the income statement amount to DKK 295.0m in 2015 (2014: DKK 282.2m). The contracts are entered into on usual conditions.

Note 31 Related party transactions

Description of the Parent Company's related parties is equal to the description for the Group. Reference is made to the consolidated financial statements note 36.

2015 Sale of
services
Purchase of
services
Sale of
assets
Purchase of assets Receivables Impairment of
receivables
Liabilities Capital con
tributions
Associates and
joint ventures
Subsidiaries
15,311
776,333
187,888
1,361,531 232,149
0 0
278,438
53,803
724,762
0 0
266,109 2,718,914
379
0
2014
Associates and
joint ventures
Subsidiaries
16,541
772,651
194,298
1,331,651
0
0
0
3,787
49,106
1,970,383
0 0
6,633 2,238,571
0
0

Receivables from three subsidiares are impaired. Impairment losses recognised in the income statement in 2015 amount to DKK 123.8m (2014: DKK 6.6m) and reversals of impairment losses amount to DKK 2.9m (2014: DKK 0m). Furthermore, DFDS A/S has in 2015 waived a loan of DKK 11.1m towards a subsidiary.

Receivables are unsecured and are related to trade receivables and cash pools.

Reference is made to note 29 for a description of guarantees issued by the parent company on behalf of subsidiaries.

Note 32 Impairment tests

Introduction

As a minimum goodwill is tested for impairment at year end. Other non-current tangible, intangible and financial assets are tested if there is any indication of impairment.

For a description of the definition of cash-generating units, basis for impairment testing and calculation of recoverable amount reference is made to the consolidated financial statements note 37.

Impairment tests of investments in subsidiaries, associates and joint ventures

Impairment tests are carried out for each subsidiary, associates and joint ventures in the Parent Company if there is indication of impairment. The individual companies are regarded as the lowest cash-generating units.

The estimated value in use is based on cash flows according to management approved budget for the coming financial year. Expectations towards the cash flows are adjusted for uncertainty on the basis of historical results, and take into account expectations towards possible future fluctuations in cash flows.

The Parent Company uses a discount rate determined for each subsidiary, associate or joint venture, according to the business area to which it belongs. The applied discount rates for 2015 and 2014 are shown in the table in the consolidated financial statements note 37.

In 2015 investments in subsidiaries have been impaired by DKK 158.1m in total. DFDS Logistics Rederi AS has been impaired by DKK 110.0m due to dividend payout, DFDS Seaways AS has been impaired by DKK 25.0m, DFDS Logistics AS has been impaired by DKK 10.0m, DFDS Logistics [Ireland] Ltd.Ltd has been impaired by DKK 10.0m, DFDS Logistics S.p.A has been impaired by DKK 2.3m and DFDS Seaways Ltd. has been impaired by DKK 0.8m as the calculated value in use of the individual investment were lower than the book value. Furthermore, in 2015 previous impairments have been reversed by DKK 40.0m regarding DFDS Logistics Container Line BV. The total impairment of net DKK 118.1m in 2015 is recognised under Financial items reference is made to note 7.

The Parent Company has issued letter of of support to some subsidaries and associates with negative equity. Consequently, the investment in these subsidaries and associates are written down to zero, and any receivables due from the subsidaries and associates are written down by amounts equal to the respective negative equities. Total write down in 2015 amounts to DKK 123.8m. Further, write downs in previous years have been reversed by DKK 2.9m. The write downs and reversals are recognised under Financial items.

2014

In 2014 investments in subsidiaries have been impaired by DKK 116.6m in total. DFDS Logistics NV has been impaired by DKK 60.0m, DFDS Seaways Plc. has been impaired by DKK 53.0m, DFDS Polska Sp. Z.o.o has been impaired by DKK 2.7m and New Channel Holding A/S has been impaired by DKK 0.9m as the calculated value in use of the individual investment were lower than the book value. Furthermore, in 2014 previous impairments have been reversed by DKK 90.0m regarding DFDS Logistics Container Line BV. The total impairment of net DKK 26.6m in 2014 is recognised under Financial items reference is made to note 7.

Note 33 Events after the balance sheet date Note 34 Accounting Policies (continued)

On 12 February 2016, a share buyback programme of DKK 650m was launched comprising two programmes to align DFDS' capital structure to the targeted leverage. The first programme of up to DKK 400m was structured as an auction process and completed on 24 February 2016. A total of 1.600.000 shares was acquired for DKK 250 per share equal to DKK 400m. The second programme of 250m started on 12 February 2016 and is to be completed on 17 August 2016 at the latest.

DFDS has entered into long term charter agreements for the ferries Côte des Dunes and Côte des Flandres which are finance leases. The ferries, Côte des Dunes and Côte des Flandres will be recognized as non-current assets once agreements commence. The ferries have been deployed in February 2016.

On 25 February 2016, DFDS awarded 211.598 share options to the Executive Board and a number of key employees. The theoretical value of the share options is DKK 7.5m calculated according to the Black-Scholes-model.

Note 34 Accounting Policies

The Parent Company financial statements are prepared pursuant to the requirements of the Danish Financial Statements Act concerning preparation of separate parent company financial statements for companies reporting under IFRS.

The 2015 financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for annual reports of listed companies.

The 2015 financial statements contains minor reclassifications between the lines of the comparatives for 2014 due to different presentation of impairments of investments in subsidaries now being presented in Financial items.

Change in accounting policies

Reference is made to the consolidated financial statements note 40.

Internal merger

With effect from 18 November 2015 the 100% owned subsidiaries New Channel Holding A/S and New Channel Company A/S,have been merged into DFDS A/S.

Critical accounting estimates and assessments

In the process of preparing the Parent Company financial statements, a number of accounting estimates and judgements have been made that affect assets and liabilities at the balance sheet date and income and expenses for the reporting period. Management regularly reassesses these estimates and judgements, partly on the basis of historical experience and a number of other factors in the given circumstances.

Impairment testing of investments in subsidiaries Impairment testing of investments in subsidiaries is carried out if there is indication of impairment. The impairment tests are based on the expected future cash flows for the tested subsidiaries. For further details of estimates and assessments relating to investments in subsidiaries reference is made to note 32, which mention impairment testing.

Management is of the opinion that, except for impairment testing of investments in subsidiaries, no accounting estimates or judgements are made in connection with the presentation of the Parent Company financial statements applying the Parent Company accounting policies that are material to the financial reporting, other than those disclosed in note 39 to the consolidated financial statements.

DESCRIPTION OF ACCOUNTING POLICIES

The Parent Company accounting policies are consistent with the accounting policies described in the consolidated financial statements note 40, with the following exceptions:

Business combinations

In the Parent Company common control acquisitions (and disposals) of enterprises and activities are measured and recognised in accordance with the 'book value method' by which differences, if any, between purchase price and book value of the acquired enterprise/activity are recognised directly in equity.

Translation of foreign currencies

Foreign exchange adjustments of balances accounted for as part of the total net investment in enterprises that have a functional currency other than DKK are recognised in profit for the year as finance income and costs in the parent company financial statements. Likewise, foreign exchange gains and losses on the portion of loans and derivative financial instruments that has been entered into to hedge the net investment in these enterprises are recognised directly in the profit for the year as finance income and costs.

Dividends from investments in subsidiaries, associates and joint ventures

Dividends from investments in subsidiaries, associates and joint ventures are recognised in the Parent Company's Income statement for the year in which the dividends are declared. If distributions exceed the subsidiary's, the associate's or the joint venture's comprehensive income for the period, an impairment test is carried out.

Investments in subsidiaries, associates and joint ventures

Investments in subsidiaries, associates and joint ventures are measured at cost in the Parent Company's balance sheet. Impairment testing is carried out if there is any indication of impairment. The carrying amount is written down to the recoverable amount whenever the carrying amount exceeds the recoverable amount. The impairment loss is recognised as finance cost in profit for the year unless it qualifies as a special item. If the Parent Company has a legal or constructive obligation to cover a deficit in subsidiaries, associates and joint ventures, a provision for this is recognised.

FLEET LIST (PER 31.12.2015)

FREIGHT SHIPS (RO-RO)

Year built Gross tons Lanemeter TEU 4 Deployment Ficaria Seaways 2006/09/11 37.939 4.731 Gothenburg-Brevik-Immingham Freesia Seaways 2005/09/14 37.939 4.731 Gothenburg-Brevik-Gent Begonia Seaways 2004/09/14 37.939 4.731 Gothenburg-Brevik-Immingham Ark Dania 8 2014 33.313 3.000 342 Esbjerg-Immingham Ark Germania 8 2014 33.313 3.000 342 Esbjerg-Immingham Magnolia Seaways 2003/13 32.523 3.831 Gothenburg-Brevik-Gent Petunia Seaways 2004/13 32.523 3.831 Gothenburg-Brevik-Immingham Primula Seaways 2004/14 32.523 3.831 Gothenburg-Brevik-Immingham Selandia Seaways 1998/13 24.803 2.772 Vlaardingen-Felixstowe Suecia Seaways 1999/11/14 24.613 2.772 180 Vlaardingen-Felixstowe Britannia Seaways 2000/11/14 24.613 2.772 180 On charter Ark Futura 1996/00 18.725 2.308 246 Vlaardingen-Immingham Anglia Seaways 2000 13.073 1.680 Vlaardingen-Felixstowe Botnia Seaways 2000 11.530 1.899 300 Fredericia-Copenhagen-Klaipeda Finlandia Seaways 2000 11.530 1.899 300 Zeebrugge-Rosyth Corona Seaways 2 2008 25.609 3.322 Vlaardingen-Immingham Hafnia Seaways 2 2008 25.609 3.322 Cuxhaven-Immingham Fionia Seaways 2 2009 25.609 3.322 Vlaardingen-Immingham Jutlandia Seaways 2 2010 25.609 3.322 Cuxhaven-Immingham Superfast Baleares 2, 8 2010 30.998 3.530 Marseille-Tunis Finnsun, Finnmill, Finnpulp 7 2012/2002/ 2002 25.654 3,245/ 2,681 Russia-Germany Mont Ventoux 6 1996 18.469 2.025 Marseille-Tunis

Year built Gross tons Lanemeter Passengers TEU 4 Deployment
Victoria Seaways 2009/14 25.675 2.500 600 Kiel-Klaipeda
Regina Seaways 1 2010/15 25.666 2.500 600 Karlshamn-Klaipeda
Athena Seaways 1 2007/15 26.141 2.593 462 Karlshamn-Klaipeda
Optima Seaways 1999 25.263 2.300 336 Kiel-Klaipeda
Baie de Seine
(ex Sirena Seaways) 2002/03 22.382 2.056 623 On charter
Liverpool Seaways 1997 21.856 2.150 320 Paldiski-Kappelskär
Patria Seaways 1991 18.332 1.800 213 On charter
Kaunas Seaways 1989/94 25.606 1.539 235 On charter
Vilnius Seaways 1987/93 22.341 1.539 120 On charter
Dunkerque Seaways 5 2005 35.293 2.900 780 Dover-Dunkirk
Delft Seaways 5 2006 35.293 2.900 780 Dover-Dunkirk
Dover Seaways 5 2006 35.293 2.900 780 Dover-Dunkirk
Calais Seaways 5 1991/92/99 28.833 1.800 1.850 Dover-Calais
Malo Seaways 1 2000 24.206 1.948 405 Dover-Calais
Côte d'Albâtre 1 2006 18.425 1.270 600 Newhaven-Dieppe
Seven Sisters 1 2006 18.940 1.270 600 Laid-up

RO-PAX SHIPS 3

PASSENGER SHIPS

Year built Gross tons Lanemeter Passengers Deployment
Pearl Seaways 1989/01/05/14 40.231 1.482 2.168 Copenhagen-Oslo
Crown Seaways 1994/05/14 35.498 1.370 2.044 Copenhagen-Oslo
King Seaways 1987/93/06 31.788 1.410 1.534 Amsterdam-Newcastle
Princess Seaways 1986/93/06 31.356 1.410 1.364 Amsterdam-Newcastle

SIDEPORT SHIPS

Year built Gross tons TEU4 Deployment
Lysvik Seaways 1998/04 7.409 160 Oslo Fjord-Continent/UK
Lysbris Seaways 1999/04 7.409 160 Oslo Fjord-Continent/UK

CONTAINER SHIPS

Year built Gross tons TEU4 Deployment
Endeavor 2 2005 7.642 750 UK-Ireland-Spain
Encounter 6 2004 7.642 750 UK-Ireland-Spain
Philipp 6 2008 8.971 917 UK-Ireland-Spain
Flintercape 6 2008 7.702 809 UK-Ireland-Spain
Ensemble 6 2005 7.642 750 UK-Ireland-Spain
Spica J 7 2007 8.246 962 Oslo Fjord-Rotterdam
Energizer 7 2004 7.642 750 Oslo Fjord-Rotterdam
Wes Amelie 7 2011 10.585 1.036 Oslo Fjord-Rotterdam
Samskip Endeavour 7 2011 7.852 812 Rotterdam-Ireland
Samskip Express 7 2006 7.852 803 Rotterdam-Ireland

1 Chartered (bareboat charter)

  • 2 Chartered (time charter)
  • 3 Ro-pax: Combined ro-ro and passenger ship
  • 4 TEU: 20 foot container unit
  • 5 Short-sea day ferry
  • 6 VSA: Vessel sharing agreement with owner/charterer
  • 7 SCA: Slot charter agreement with owner/charterer
  • 8 SCA: Slot charter agreement with DFDS

COMMERCIAL DUTIES

Commercial duties of the Board of Directors and Executive Board as of 26 February 2016

BOARD OF DIRECTORS

Bent Østergaard, Chair, 14,165 shares

  • Date of birth: 5 October 1944
  • Joined the Board: 1 April 2009
  • Re-elected: 2010-2015
  • Period of office ends: 31 March 2016
  • Chair of the Nomination and Remuneration Committee
  • Position: CEO, Lauritzen Fonden, & LF Investment ApS
  • Chair: J. Lauritzen A/S, Frederikshavn Maritime Erhvervspark A/S, NanoNord A/S, Cantion A/S
  • Board member: Mama Mia Holding A/S, Meabco Holding A/S, Meabco A/S, With Fonden, Durisol UK,
  • Desmi A/S, Comenxa A/S

The Board of Directors is of the opinion that Bent Østergaard possesses the following special competences: International management experience, board experience from international and listed companies, and expertise in shipping and finance.

As a result of his executive functions for the company's principal shareholder, Lauritzen Fonden, Bent Østergaard cannot be considered independent according to the recommendations on corporate governance.

Claus V. Hemmingsen, Deputy Chair, 710 shares

  • Date of birth: 15 September 1962
  • Joined the Board: 29 March 2012
  • Re-elected: 2013-2015
  • Period of office ends: 31 March 2016
  • Member of the Nomination and Remuneration Committee
  • Position: CEO, Maersk Drilling and member of the Executive Board for A.P. Møller-Mærsk A/S
  • Chair: Danish Shipowners' Association
  • Deputy Chair: Danish Chinese Business Forum
  • Board member: Egyptian Drilling Company, Well Control Institute (WCI)

The Board of Directors is of the opinion that Claus V. Hemmingsen possesses the following special competences: International management experience and expertise in offshore activities and shipping.

Vagn Sørensen, Deputy Chair 6,665 shares

  • Date of birth: 12 December 1959
  • Joined the Board: 20 April 2006
  • Re-elected: 2007-2015
  • Period of office ends: 31 March 2016
  • Member of the Nomination and Remuneration Committee
  • Position: Director, GFKJUS 611 ApS
  • Chair: E-Force A/S, FLSmidth A/S, FLSmidth & Co. A/S, Scandic Hotels AB, SSP Group Plc., TDC A/S, Automic Software GmbH, Bureau Van Dijk B.V., TIA Technologies A/S, Zebra A/S
  • Board member: Air Canada Inc., Braganza A/S, CP Dyvig & Co. A/S, Lufthansa Cargo AG, Royal Caribbean Cruises Ltd., Nordic Aviation Capital A/S, JP/Politikens Hus

The Board of Directors is of the opinion that Vagn Sørensen possesses the following special competences: International management experience, board experience from international and listed companies, and expertise in aviation and service companies.

Jill Lauritzen Melby, Board member, 4,735 shares

  • Date of birth: 6 December 1958
  • Joined the Board: 18 April 2001
  • Re-elected: 2002-2015
  • Period of office ends: 31 March 2016
  • Member of the Audit Committee
  • Position: Team Leader Finance, BASF A/S

The Board of Directors is of the opinion that Jill Lauritzen Melby possesses the following special competences: Expertise in financial control.

Due to family relations to the company's principal shareholder, Lauritzen Fonden, Jill Lauritzen Melby cannot be considered independent according to the recommendations on corporate governance.

Pernille Erenbjerg, Board member, 0 shares

  • Date of birth: 21 August 1967
  • Joined the Board: 26 March 2014
  • Re-elected: 2015
  • Period of office ends: 31 March 2016
  • Chair of the Audit Committee
  • Position: CEO, TDC A/S
  • Board member: Genmab A/S, GET AS
  • Member of DI's Committee on Fiscal Policy
  • Member of DI's Committee on Business Policy

The Board of Directors is of the opinion that Pernille Erenbjerg possesses the following special competences: International management experience and expertise in finance and accounts.

Jørgen Jensen, Board member, 0 shares

  • Date of birth: 21 March 1968
  • Joined the Board: 24 March 2015
  • Period of office ends: 31 March 2016
  • Member of the Audit Committee
  • Position: CEO, Widex A/S; Managing director, JFJ Invest ApS
  • Board member: Nordic Waterproofing Group AB

The Board of Directors is of the opinion that Jørgen Jensen possesses the following special competences: International management experience and expertise in strategy, global supply chain, production processes and M&A.

Jens Otto Knudsen, staff representative, 0 shares

  • Date of birth: 8 August 1958
  • Joined the Board: 13 April 2011
  • Re-elected: 2014
  • Period of office ends: 24 March 2018
  • Position: Captain

Jens Knudsen has no managerial or executive positions in other companies.

Kent Vildbæk, staff representative, 0 shares

  • Date of birth: 15 February 1964
  • Joined the Board: 13 April 2011
  • Re-elected: 2014
  • Period of office ends: 24 March 2018
  • Position: Commercial Head

Kent Vildbæk has no managerial or executive positions in other companies.

Lars Skjold-Hansen, staff representative, 0 shares

  • Date of birth: 23 August 1965
  • Joined the Board: 22 March 2013
  • Re-elected: 2014
  • Period of office ends: 24 March 2018
  • Position: Captain

Lars Skjold-hansen has no managerial or executive positions in other companies.

EXECUTIVE BOARD

Niels Smedegaard, President & CEO, 227,303 shares

  • Date of birth: 22 June 1962
  • Appointed: 1 January 2007
  • Chair: ECSA (European Community Shipowners' Association), Interferry Europe
  • Deputy Chair: The Danish Shipowners' Association, The Bikuben Foundation
  • Board member: The Denmark-America Foundation, Danske Bank Advisory Board, TT Club Mutual Insurance, Vestergaard A/S

Torben Carlsen, EVP & CFO, 198,310 shares

  • Date of birth: 5 March 1965
  • Appointed: 1 June 2009
  • Chair: Crendo Fastighetsförvaltning AB, SEM Invest A/S, SEM Stålindustri A/S
  • Board member: Investering & Tryghed A/S

BOARD OF DIRECTORS

Bent Østergaard Chair

Claus Hemmingsen Deputy Chair

Vagn Sørensen Deputy Chair

Jill Lauritzen Melby Board Member

Pernille Erenbjerg Board Member

Jørgen Jensen Board Member

Jens Otto Knudsen Staff Representative

Kent Vildbæk Staff Representative

Lars Skjold-Hansen Staff Representative

Lars Skjold-Hansen, Jens Otto Knudsen, Jill Lauritzen Melby, Claus Hemmingsen, Bent Østergaard, Niels Smedegaard, Pernille Erenbjerg, Torben Carlsen, Jørgen Jensen og Kent Vildbæk. (Vagn Sørensen was not present at the photo session).

EXECUTIVE MANAGEMENT

Niels Smedegaard (1962)

  • President & CEO
  • MSC (Finance)
  • Employed by DFDS since 2007

Torben Carlsen (1965)

  • Executive Vice President & CFO
  • MSC (Finance)
  • Employed by DFDS since 2009

Peder Gellert Pedersen (1958)

  • Executive Vice President, Shipping Division
  • Ship broker, HD (O)
  • Employed by DFDS since 1994

Eddie Green (1958)

  • Executive Vice President, Logistics Division
  • BA (Hons) Economics
  • Employed by DFDS since 2010

Henrik Holck (1961)

  • Executive Vice President, People & Ships
  • MSC Psych
  • Employed by DFDS since 2007

From left to right: Eddie Green, Henrik Holck, Niels Smedegaard, Torben Carlsen, Peder Gellert Pedersen.

GLOSSARY & DEFINITIONS

BAF: Bunker adjustment factor, surcharge for price changes in bunker/MGO

Bareboat charter: Lease of a ship without crew for an agreed period.

Bunker: Oil-based fuel used in shipping.

Door-to-door transport: Transportation of goods from origin to final destination by a single freight forwarder. The freight forwarder typically uses third-party suppliers, such as a haulage contractor, to make the transport.

Chartering: Lease of a ship.

Non-allocated items: Central costs which are not distributed to divisions.

Intermodal: Transport using several different types of transport (road, rail and sea).

Lane metre: An area on a ship deck one lane wide and one metre long. Used to measure freight volumes.

Logistics: Sea and land-based freight transport, storage and distribution, and associated information processing.

Lo-lo: Lift on-lift off: Type of ship for which cargo is lifted on and off.

MGO: Marine gas oil, also known as marine diesel

Northern Europe: The Nordic countries, Benelux, the United Kingdom, Ireland, Germany, Poland, the Baltic nations, Russia and other SNG countries.

Production partnership (Vessel Sharing

Agreement): Agreement between two or more parties on the distribution and use of a ship's freight-carrying capacity.

Ro-pax: Combined ro-ro freight and passenger vessel.

Ro-ro: Roll on-roll off: Type of ship for which freight is driven on and off.

Short sea: Shipping between destinations within a defined geographic area. The converse is deep-sea shipping, i.e. sailing between continents.

Sideport vessels: Ship with loading/unloading takes place via ports in the ship's side.

Space charter: Third-party lease of space on a ship deck.

Stevedoring: Activities related to loading and unloading of ships in a port terminal.

Time charter: Lease of a ship with crew for an agreed period.

Tonnage tax: Taxation levied on ships according to ship tonnage.

Trailer: An unpowered vehicle for transport of goods pulled by a powered vehicle.

Chartering-out: Leasing out of a ship.

Operating profit before depreciation (EBITDA) Profit before depreciation and impairment on non-current assets
Operating profit (EBIT) Profit after depreciation and impairment on non-current assets
Operating profit margin Operating profit (EBIT) before special items x 100
Revenue
Net operating profit after taxes (NOPAT) Operating profit (EBIT) minus tax on EBIT
Invested capital Non-current intangible and tangible assets plus investment in associates and net
current assets (non-interest bearing current assets minus non-interest bearing
current liabilities) minus pension and jubilee liabilities and other provisions
Return on invested capital (ROIC) Net operating profit after taxes (NOPAT) x 100
Average invested capital
Weighted average cost of capital (WACC) Average capital cost for net interest-bearing liabilities and equity,
weighted according to the capital structure
Free cash flow, FCFF Cash flow from operating activities, net, excluding interest etc.
received and paid minus cash flow from investing activities
Return on equity p.a. Profit for the year excluding non-controlling interests x 100
Average equity excluding non-controlling interests
Equity ratio Equity x 100
Total assets
Net- interest-bearing debt Interest-bearing non-current and current liabilities minus
interest-bearing non-current and current assets
Earnings per share (EPS) Dividend for the year
Profit for the year excluding non-controlling interests
P/E ratio Share price at year-end
Earnings per share (EPS)
FCFE yield FCFF including interest etc. received and paid x 100
Market value at year-end plus non-controlling interests
Total distribution yield Total distribution to shareholders x 100
Market value at year-end plus non-controlling interests
Cash payout ratio Total distribution to shareholders x 100
FCFE
Dividend return Paid dividend per share
Share price at beginning of year
Equity per share Equity excluding non-controlling interests at year-end
Number of circulating shares at year-end
Price/book value Share price at year-end
Equity per share at year-end

THE HISTORY OF DFDS

DFDS was founded in 1866 as a result of an initiative by C.F. Tietgen to merge the three largest Danish steamship companies of the day.

In the beginning, DFDS was active in domestic as well as international shipping, carrying both freight and passengers. The international services covered the North Sea and the Baltic, later expanding to the Mediterranean. Towards the end of the 19th century, routes were established to the USA and South America. The passenger routes to the USA were closed in 1935.

As land-based transport volumes increased, forwarding and logistics became integral parts of DFDS' strategy. From the mid-60s, considerable forwarding and logistics activities were developed in extension to the route network.

In 1982, a passenger route was opened between New York and Miami. However, the route failed to live up to expectations and was discontinued at great cost in 1983. Subsequently, the DFDS Group was restructured, including divestment of activities in the Mediterranean and routes to the USA and South America.

Forwarding and logistics activities were developed organically and by acquisitions. Following the acquisition of Dan Transport in 1998, the business became one of the largest forwarding and logistics companies in Northern Europe.

To focus the Group's resources, a new strategy was adopted with emphasis on shipping and the forwarding and logistics activities, DFDS Dan Transport, were divested in 2000.

DFDS' route network for passengers and freight has continuously been developed via organic capacity growth and acquisitions. Following a number of smaller acquisitions, a transformational acquisition was made in 2010 when Norfolkline was acquired making DFDS the largest company combining short sea shipping and logistics in Northern Europe.

DFDS A/S

Sundkrogsgade 11 DK-2100 Copenhagen Ø Tel. +45 3342 3342 Fax. +45 3342 3311 www.dfds.com CVR 14 19 47 11

Addresses of DFDS' subsidiaries, locations and offices are available from www.dfds.com