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Fincantieri

Earnings Release Feb 29, 2016

4085_10-q_2016-02-29_cd6e67aa-c285-4bbd-adae-8b7436833650.pdf

Earnings Release

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Informazione
Regolamentata n.
1616-3-2016
Data/Ora Ricezione
29 Febbraio 2016
07:48:50
MTA
Societa' : FINCANTIERI
Identificativo
Informazione
Regolamentata
: 70007
Nome utilizzatore : FINCANTIERIN02 - Manca
Tipologia : IRAG 10
Data/Ora Ricezione : 29 Febbraio 2016 07:48:50
Data/Ora Inizio
Diffusione presunta
: 29 Febbraio 2016 08:03:51
Oggetto : FINCANTIERI Risultati Vard del quarto
trimestre e dell'esercizio 2015
Testo del comunicato

Vedi allegato.

FINCANTIERI: RISULTATI DI VARD DEL QUARTO TRIMESTRE E DELL'ESERCIZIO 2015

Trieste, 29 febbraio 2016FINCANTIERI comunica che Vard Holdings Limited ("VARD") ha annunciato i risultati finanziari, non sottoposti a revisione contabile, per il quarto trimestre 2015 e per l'esercizio chiuso al 31 dicembre 2015.

Fincantieri possiede il 55,63% del capitale di VARD e ne consolida integralmente i risultati.

Il comunicato stampa e il documento "Fourth quarter and Full year 2015 Financial Statements" pubblicati da VARD sul sito internet www.vard.com sono allegati al presente comunicato.

* * *

Fincantieri è uno dei più importanti complessi cantieristici al mondo e il primo per diversificazione e innovazione. È leader nella progettazione e costruzione di navi da crociera e operatore di riferimento in tutti i settori della navalmeccanica ad alta tecnologia, dalle navi militari all'offshore, dalle navi speciali e traghetti a elevata complessità ai mega-yacht, nonché nelle riparazioni e trasformazioni navali, produzione di sistemi e componenti e nell'offerta di servizi post vendita.

Il Gruppo, che ha sede a Trieste, in oltre 230 anni di storia della marineria ha costruito più di 7.000 navi. Con quasi 21.000 dipendenti, di cui circa 7.700 in Italia, 21 stabilimenti in 4 continenti, Fincantieri è oggi il principale costruttore navale occidentale e ha nel suo portafoglio clienti i maggiori operatori crocieristici al mondo, la Marina Italiana e la US Navy, oltre a numerose Marine estere, ed è partner di alcune tra le principali aziende europee della difesa nell'ambito di programmi sovranazionali.

www.fincantieri.com

* * *

FINCANTIERI S.p.A. – Media Relations

Antonio Autorino Laura Calzolari Cristiano Musella Micaela Longo
Tel. +39 040 3192473 Tel. +39 040 3192527 Tel. +39 040 3192225 Tel. +39 040 3192247
Cell. +39 335 7859027 Cell. +39 334 6587922 Cell. +39 366 9254543 Cell. +39 366 6856280
[email protected] [email protected] [email protected] [email protected]

FINCANTIERI S.p.A. – Investor Relations

Angelo Manca Federica Capuzzo Tijana Obradovic Silvia Ponso
Tel. +39 040 3192457 Tel. +39 040 3192612 Tel. +39 040 3192409 Tel. +39 040 3192371
[email protected] [email protected] [email protected] [email protected]

Image Building – Media Relations

Giuliana Paoletti Simona Raffaelli Alfredo Mele Tel. +39 02 89011300 Tel. +39 02 89011300 Tel. +39 02 89011300 Cell. +39 335 6551356 Cell. +39 335 1245191 Cell. +39 335 1245185 [email protected] [email protected] [email protected]

For Immediate Release

VARD TARGETS NEW MARKETS TO REDUCE DEPENDENCY ON OFFSHORE BUSINESS DURING INDUSTRY DOWNTURN

  • Positive EBITDA margin during 4Q2015, net loss of NOK 170 million for the quarter
  • Net loss of NOK 1.29 billion for FY2015, weighed down by NOK 474 million net FX losses (NOK 734 million FX losses and NOK 260 million FX gain), of which NOK 380 million net unrealized
  • Order book of 29 vessels valued at 10.23 billion NOK at the end of FY2015
  • Capacity utilization impacted by shortfall in new orders; positive EBITDA margin expected in 2016, notwithstanding a dip in revenue to NOK 8-9 billion
  • Diversification strategy launched to reduce dependency on the offshore market during the downturn
  • Recovery to NOK 12-13 billion in revenue targeted with new business plan, reaching previous highs by 2020, also on the back of expected recovery of the offshore market from 2018
  • Strong support from major shareholder FINCANTIERI through long-term business opportunities and synergies

Singapore, 29 February 2016 Vard Holdings Limited ("VARD", and together with its subsidiaries, the "Group"), one of the major global designers and shipbuilders of offshore and specialised vessels, today announced its financial results for the fourth quarter ended 31 December 2015 ("4Q2015"), and full year ended 31 December 2015 ("FY2015").

With its core market for offshore oil and gas related vessels showing continued signs of weakness in the short term, VARD also announced highlights of its new diversification strategy, aimed at reducing its dependency on the offshore business during the industry downturn. Focusing on other engineeringand technology-intensive parts of the shipbuilding market, VARD aims to preserve its core expertise and skilled employee base during the downturn, and utilize its existing yard capacity until an eventual recovery in its core market. Already in 2015, VARD has successfully expanded its market presence to new geographies and vessel segments, with the majority of new contracts signed outside its core market.

Slowdown in operations and challenging Brazil situation impact financials

Group revenue for FY2015 came in at NOK 11.14 billion, down 14% compared to FY2014, with the decrease due mainly to reduced activity at some of the Group's European shipyards, as a result of the shortfall in new orders.

EBITDA before restructuring cost was NOK 35 million for 4Q2015 (4Q2014: NOK 120 million), and NOK 321 million negative for FY2015 (FY2014: NOK 429 million positive). While the rest of the Group delivered a positive EBITDA, margins were impacted by the performance of its Brazilian yards. In Europe, the increasing cost of underutilized capacity contributed to lower margins compared to FY 2014. The slowdown in activity also resulted in a restructuring cost of NOK 21 million in 4Q2015 and

NOK 77 million for FY2015, including severance payments for lay-offs as part of ongoing cost reduction efforts. During 2015, the Group's total headcount in Norway and Romania declined by 8% and 27% respectively.

Operating profit decreased from NOK 85 million in 4Q2014 to an operating loss of NOK 67 million in 4Q2015, whilst it decreased from a profit of NOK 240 million for FY2014 to an operating loss of NOK 633 million for FY2015. The Group recorded a net loss of NOK 1.29 billion for FY2015, compared to a profit of NOK 50 million for FY2014. The net result for FY2015 was weighed down by NOK 474 million net foreign exchange losses (NOK 734 million FX losses and NOK 260 million FX gain), of which NOK 380 million net unrealized. Of the FY2015 loss, NOK 603 million was attributable to equity holders of the Company, translating to a loss per share of 8.22 SGD cents for the period (FY2014: 5.25 SGD cents earnings per share).

Cash and cash equivalents were reduced by NOK 1.08 billion during FY2015. This is largely due to large projects requiring high working capital investments that exceeded available construction loan financing, and the materialization of the cash impact of the Group's losses in Brazil. Due to the extraordinary market situation and increased risk, cash preservation and financing of the operations were accorded a high priority. The Group has taken actions during the first months of 2016 to strengthen the balance sheet and liquidity.

In 4Q2015, the Group secured one new vessel contract for an OSCV, bringing the total order book for FY2015 to 29 vessels, of which 18, or 62%, will be of VARD's own design. The total value of VARD's order book at the end of FY2015 was NOK 10.23 billion, compared to NOK 17.74 billion at the end of FY2014.

Business plan with solid long-term prospects

Addressing the challenges presented by the cyclical downturn in its core market, VARD has developed a new business plan and strategy. Key elements of the new plan are;

o Diversification

Leveraging the Group's existing capabilities and relationships, VARD aims to penetrate markets for specialized vessels in the offshore wind and aquaculture markets, and develop a broader product offering to the aquaculture industry. Geographically, the Group will increase its focus on the Middle East region, where it expects comparatively strong demand for OSCVs and other specialized vessels from the offshore industry.

Combining in-house expertise and synergies with its parent group, FINCANTIERI, VARD sees opportunities in the segment of small and specialty cruise vessels such as exploration cruise ships, as well as in the market for Offshore Patrol Vessels (OPV). FINCANTIERI is the leading builder of cruise vessels globally, and has a strong presence in naval shipbuilding. Through its subsidiary, Vard Marine, VARD is already a leading provider of innovative and cost effective OPVs.

To further strengthen ties between VARD and FINCANTIERI, both companies intend to cooperate in the construction of cruise ships, with sections of cruise ship hulls to be produced at Vard Tulcea, also securing a base load for the Group's Romanian yards for the next years.

o Updated production footprint

The yard structure will be adapted to the new market strategy, with the Norwegian yards primarily used for outfitting of highly specialized vessels in the core market and new focus segments, whilst developing adjacent businesses to fill excess capacity. Vard Aukra will be dedicated to the new aquaculture market segment, while Vard Tulcea in Romania will further develop capabilities in highly cost-efficient hull production, and the production of cruise ship sections for FINCANTIERI. Both Romanian yards will also strengthen their capabilities to deliver complete vessels of lower complexity. Vard Vung Tau in Vietnam will continue to be positioned as an alternative to the European yards, combining the VARD quality with a lower-cost production set-up, which is particularly well suited for projects in the Asia-Pacific region.

o Continued Brazil presence

The Group's presence in Brazil will be maintained, though operations will be adapted to expected local market demand in a more stable environment going forward. Newbuilding activity will be phased out at Vard Niterói after the completion of the current order book. Despite the challenges experienced in the start-up phase of the new shipyard Vard Promar, VARD has long-term ambitions to remain a key player in Brazilian shipbuilding, supporting the local oil and gas industry.

o Improvement initiatives

To ensure the success of the new business plan, multiple initiatives have been planned, and some are already ongoing. The Group's cost reduction and efficiency improvement programs are being intensified in order to enhance its competitiveness in core and new markets. Supporting new business development, the concept development, design, sales and marketing organizations are being strengthened with resources dedicated to the new target vessel and product segments.

Due to the deterioration of the offshore vessel market VARD saw a revenue drop in FY2015, and expects a further drop to NOK 8-9 billion for 2016. With the implementation of the new business plan and strategy, VARD foresees a recovery to NOK 12-13 billion in revenues, reaching previous highs by 2020, also on the back of an expected recovery of the offshore market from 2018. The Group expects a positive EBITDA margin for 2016, despite short-term margins being impacted by restructuring and the market entry into new segments.

Roy Reite, Chief Executive Officer and Executive Director of VARD, commented, "The Group's efforts to diversify are well underway, and we believe that we are on the right track to recovery. If we succeed with our plan, VARD will not only be able to emerge from this downturn, but come out stronger and armed with new skills and capabilities."

- End -

Registered address: Vard Holdings Limited Six Battery Road #10-01, Singapore 049909 Company Reg. Number: 201012504K Visiting address: Vard Holdings Limited c/o Vard Group AS, Skansekaia 2, NO-6002 Ålesund, Norway

For further information, please contact:

VARD

Holger Dilling EVP, Investor Relations & Business Development Asia Mobile: +47 90 61 92 55 [email protected]

Geir Ingebrigtsen EVP & CFO Mobile: +47 94 14 70 22 [email protected]

NEWGATE COMMUNICATIONS

Jonathan Theo Mobile: +65 9725 8782 [email protected]

Clarence Koh Mobile: +65 9800 7690 [email protected]

About VARD

Vard Holdings Limited ("VARD"), together with its subsidiaries (the "Group"), is one of the major global designers and shipbuilders of offshore and specialized vessels used in the offshore oil and gas exploration and production and oil services industries. Headquartered in Norway and with approximately 10,000 employees, VARD operates ten strategically located shipbuilding facilities, including five in Norway, two in Romania, two in Brazil and one in Vietnam. Through its specialized subsidiaries, VARD develops power and automation systems, deck handling equipment, and vessel accommodation solutions, and provides design and engineering services to the global maritime industry.

VARD's long shipbuilding traditions, cutting-edge innovation and technology coupled with its global operations ensure access to the fastest growing oil exploration markets. The Group's expertise and track record in constructing complex and highly customized offshore and specialized vessels have earned it recognition from industry players and enabled it to build strong relationships with its customers.

VARD was listed on the Main Board of the Singapore Exchange on 12 November 2010. Majority shareholder Fincantieri Oil & Gas S.p.A., a wholly owned subsidiary of FINCANTIERI S.p.A., owns 55.63% in the Group. Headquartered in Trieste, Italy, FINCANTIERI is one of the world's largest shipbuilding groups and has, over its 200 years of maritime history, built more than 7,000 vessels.

www.vard.com

Registered address: Vard Holdings Limited Six Battery Road #10-01, Singapore 049909 Company Reg. Number: 201012504K Visiting address: Vard Holdings Limited c/o Vard Group AS, Skansekaia 2, NO-6002 Ålesund, Norway

FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL STATEMENTS Published 29 February 2016

Vard Holdings Limited Incorporated in Singapore | Company Registration No. 201012504K Unaudited results for the fourth quarter and full year ended 31 December 2015 VARD HOLDINGS LIMITED Incorporated in Singapore Company Registration No. 201012504K

Fourth Quarter and Full Year 2015 Financial Statements

UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015
(All amounts in NOK millions unless otherwise stated)
TABLE OF CONTENTS
Paragraph Description Page
1 UNAUDITED FINANCIAL STATEMENTS 3
(a)(i) Statement of Comprehensive Income (Group) 3
(a)(ii) Notes to the Statement of Comprehensive Income 4
(b)(i) Statement of Financial Position 5
(b)(ii) Aggregate amount of Group's Borrowings and Debt Securities 6
(c) Statement of Cash Flows (Group) 7
(d)(i) Statements of Changes in Equity 8
(d)(ii) Share Capital 9
(d)(iii) Number of Issued Shares excluding Treasury Shares 9
(d)(iv) Sales, Transfers, Disposals, Cancellations and/or use of Treasury Shares 9
2 AUDIT 9
3 AUDITORS' REPORT 9
4 ACCOUNTING POLICIES 9
5 CHANGES IN ACCOUNTING POLICIES 10
6 EARNINGS PER ORDINARY SHARE 10
7 NET ASSETS VALUE PER ORDINARY SHARE 10
8 REVIEW OF GROUP PERFORMANCE 11
9 VARIANCE FROM FORECAST STATEMENT 13
10 PROSPECTS 13
11 DIVIDEND 14
12 SEGMENT ANALYSIS AND GEOGRAPHICAL INFORMATION 14
13 REVIEW OF SEGMENT PERFORMANCE 14
14 SALES BREAKDOWN 14
15 BREAKDOWN OF TOTAL ANNUAL DIVIDEND 15
16 INTERESTED PERSON TRANSACTIONS 15
17 RULE 704(13) 15

UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015

(All amounts in NOK millions unless otherwise stated) 1 UNAUDITED FINANCIAL STATEMENTS

(a)(i) Statement of Comprehensive Income (Group) Group Group
4Q-2015 4Q-2014 Change Full year Full year Change
ended ended % ended ended %
31/12/15 31/12/14 31/12/15 31/12/14
Revenue 3,320 4,500 -26% 11,143 12,923 -14%
Materials, subcontract costs and others (2,536) (3,528) -28% (8,397) (9,457) -11%
Salaries and related costs (612) (717) -15% (2,461) (2,486) -1%
Other operating expenses (137) (135) 1% (606) (551) 10%
EBITDA before restructuring cost 35 120 n/m (321) 429 n/m
Restructuring cost (21) - n/m (77) - n/m
Depreciation, impairment and amortization (81) (35) n/m (235) (189) 24%
Operating profit/(loss) (67) 85 n/m (633) 240 n/m
Financial income 13 146 n/m 295 204 n/m
Financial costs (105) (131) n/m (866) (241) n/m
Net (92) 15 n/m (571) (37) n/m
Share of results of associates
Profit/(loss) before tax
(4)
(163)
18
118
n/m
n/m
-
(1,204)
35
238
n/m
n/m
Income tax expense (7) (98) -93% (88) (188) -53%
Profit/(loss) for the period (170) 20 n/m (1,292) 50 n/m
Profit/(loss) for the period attributable to:
Equity holders of the Company (83) 154 n/m (603) 349 n/m
Non-controlling interest (87) (134) n/m (689) (299) n/m
Profit/(loss) for the period (170) 20 n/m (1,292) 50 n/m
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations (99) 134 n/m 375 121 n/m
Items that may not be reclassified subsequently to profit or loss:
Net fair value changes of associated companies (3) (5) -40% (3) (25) -88%
Other comprehensive income for the period, net of income tax (102) 129 n/m 372 96 288%
Total comprehensive income/(loss) for the period (272) 149 n/m (920) 146 n/m
Total comprehensive income/(loss) attributable to:
Equity holders of the Company
Non-controlling interest
(185)
(87)
283
(134)
n/m
n/m
(334)
(586)
444
(298)
n/m
n/m

Notes:

(*) N/M - Not meaningful.

(**) As a result of rounding differences, numbers or percentages may not add up to the total.

UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015

(All amounts in NOK millions unless otherwise stated)

1 UNAUDITED FINANCIAL STATEMENTS (cont.)

(a)(ii) Notes to the Statement of Comprehensive Income

Notes to the Statement of Comprehensive Income Group Group
4Q-2015 4Q-2013 Change Full year Full year Change
ended ended % ended ended %
31/12/15 31/12/14 31/12/15 31/12/14
Interest income 7 10 -30% 28 33 -15%
Dividend income - - n/m - 2 n/m
Foreign exchange gain 3 122 -98% 260 141 n/m
Other financial income 3 7 -57% 7 14 -50%
Financial income 13 139 n/m 295 190 n/m
Interest expense (28) (16) 75% (79) (19) n/m
Foreign exchange loss (36) (101) n/m (734) (198) n/m
Other financial expenses (41) (14) n/m (53) (24) n/m
Financial expenses (105) (131) n/m (866) (241) n/m
Net financial items (92) 8 n/m (571) (51) n/m
Depreciation of property, plant and equipment (56) (29) 93% (202) (181) 12%
Amortization of intangibles (2) (5) -60% (5) (7) -29%
Impairment charges (23) - n/m (28) (1) n/m
Depreciation, impairment charges and amortization (81) (34) 138% (235) (189) 24%
Bad debt - 1 n/m - 1 n/m
Provisions for doubtful debts - - n/m - - n/m
Allowance for doubtful debts and bad debts written off/back - 1 n/m - 1 n/m

UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015

(All amounts in NOK millions unless otherwise stated) 1 UNAUDITED FINANCIAL STATEMENTS (cont.)

As at Group
Company
As at Change As at As at Change
31/12/15 31/12/14 % 31/12/15 31/12/14 %
n/m
n/m
0%
n/m
n/m
4%
n/m
n/m
n/m
1%
n/m
n/m
61%
n/m
n/m
84%
n/m
64%
4%
4,138 4,138 0% 4,138 4,138 0%
(3,190) 0% (1,411) 0%
531 262 103% - - n/m
2,319 2,922 -21% 280 170 65%
3,798 4,132 -8% 3,007 2,897 4%
(268) n/m - - n/m
2,961 3,864 -23% 3,007 2,897 4%
n/m
n/m
n/m
n/m
n/m
1,409 1,452 -3% - 2 n/m
n/m
n/m
n/m
100%
n/m
-50%
n/m
n/m
16,525 14,133 17% 3 4 n/m
17,934 15,585 15% 3 6 n/m
2,903 4%
2,382
429
-
341
39
492
-
35
42
3,760
752
12,451
913
331
1,281
488
919
17,135
20,895
1,200
79
12
22
96
834
9,435
392
2,290
3,238
26
116
194
2,535
338
-
327
61
336
1
55
133
3,786
466
9,200
1,638
400
1,427
530
2,002
15,663
19,449
(3,190)
(837)
1,204
72
47
3
126
406
7,663
848
2,418
2,180
192
171
255
-6%
27%
n/m
4%
-36%
46%
n/m
-36%
-68%
-1%
61%
35%
-44%
-17%
-10%
-8%
-54%
9%
7%
0%
10%
-74%
n/m
-24%
n/m
23%
-54%
-5%
49%
-86%
-32%
-24%
20,895
19,449
7%
-
-
2,142
-
-
656
-
-
-
2,798
-
-
79
-
-
129
4
212
3,010
-
-
-
-
-
-
-
-
2
-
1
-
-
3,010
-
-
2,142
-
-
632
-
-
-
2,774
-
-
49
-
-
70
10
129
2,903
(1,411)
-
2
-
-
-
-
-
-
1
-
2
-
1

UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015 (All amounts in NOK millions unless otherwise stated)

1 UNAUDITED FINANCIAL STATEMENTS (cont.)

(b)(ii) Aggregate amount of Group's Borrowings and Debt Securities As at 31.12.15 As at 31.12.14
Secured Unsecured Secured Unsecured
Loans and borrowings, current 446 388 406 -
Construction loans * 9,435 - 7,663 -
Total Amount repayable in one year or less, or on demand 9,881 388 8,069 -

* Construction loans are in general treated as short term maturing on vessel delivery, and are secured by the vessels under construction.

Loans and borrowings, non-current 1,200 - 1,204 -
Total Amount repayable after one year 1,200 - 1,204 -
Total 11,081 388 9,273 -

Details of debt secured by collaterals

Current
Drawn amount in Drawn amount in portion in Non-current
Currency currency NOK NOK portion in NOK
NOK 248 248 83 165
USD 136 1,199 231 968
EUR 21 198 131 67
BRL 0 1 1 -
Total 1,646 446 1,200

The following assets have been plegded as security for the loans:

  • Property, plant and equipment in Vard Group AS

  • Property, plant and equipment in Vard Promar SA

  • Property, plant and equipment in Vard Tulcea SA

  • Building under construction Vard Electro AS

  • Equipment in Vard Niterói SA

  • Shares in Vard Vung Tau Ltd.

  • Shares in Vard Promar SA

Fourth Quarter and Full Year 2015 Financial Statements UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015

(All amounts in NOK millions unless otherwise stated)

1 UNAUDITED FINANCIAL STATEMENTS (cont.)

(c) Statement of Cash Flows (Group)
----- ---------------------------------
4Q-2015 4Q-2014 Full year Full year
ended ended ended ended
31/12/15 31/12/14 31/12/15 31/12/14
OPERATING ACTIVITIES
Profit before tax (163) 118 (1,204) 238
Adjustments for:
Net interest expense 21 (17) 51 (14)
(Gain)/loss on disposal of property, plant and equipment, net (1) (16) (1) (15)
Unrealised foreign exchange gain/loss (6) (12) 380 64
Depreciation, impairment and amortization 81 35 235 189
Change in pension assets and liabilities (1) (1) (1) 1
Share of results of associates 4 (18) - (35)
Operating cash flows before movements in working capital (65) 89 (540) 428
Inventories (245) (63) (286) (85)
Construction work in progress (2,310) (4,127) (3,079) (2,801)
Proceeds from construction loans 946 2,944 5,415 9,678
Repayment of construction loans (247) (315) (4,053) (7,083)
Other working capital assets 882 (585) 933 (1,435)
Other working capital liabilities 1,057 2,460 738 2,283
Provisions (41) (6) (85) (97)
Cash generated from / (used in) operations (23) 397 (957) 888
Interest received 17 11 23 18
Interest paid (26) (4) (61) (7)
Income tax paid (19) (28) (189) (209)
Cash flows from/ (used in) operating activities (51) 376 (1,184) 690
INVESTING ACTIVITIES
Proceeds from disposal of property, plant and equipment
1 - 2 1
Purchase of property, plant and equipment (46) (55) (246) (367)
Purchase of intangible assets (18) (12) (30) (17)
Issuance of new non-current interest bearing receivables (5) (20) (8) (40)
Proceeds from repayment of non-current interest bearing receivables - - 1 96
Issuance of new short-term interest-bearing receivables (1) (335) (3) (467)
Proceeds from repayment of short-term interest-bearing receivables 4 23 30 23
Acquisition of subsidiary, net of cash acquired - - (45) (61)
Acquisition of equity interest in associates (1) (11) (12) (33)
Cash flows used in investing activities (66) (410) (311) (865)
FINANCING ACTIVITIES
Proceeds from loans and borrowings 84 457 604 682
Repayment of loans and borrowings (92) (19) (385) (259)
Cash subscribed by non-controlling shareholders - 1 - 10
Cash flows from/ (used in) financing activities (8) 439 219 433
NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS (125) 405 (1,276) 258
Effects of currency translation difference on cash and cash equivalents 80 26 30 45
Cash and cash equivalents excl. restricted cash at beginning of financial period 765 1,535 1,966 1,663
Cash and cash equivalents excl. restricted cash at end of financial period 720 1,966 720 1,966
Restricted cash at end of financial period 199 36 199 36
Cash and cash equivalents at end of financial period 919 2,002 919 2,002

Group Group

Fourth Quarter and Full Year 2015 Financial Statements UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015

(All amounts in NOK millions unless otherwise stated)

1 UNAUDITED FINANCIAL STATEMENTS (cont.)

(d)(i) Statements of

Changes in Equity

Group Paid up
Capital
Restructuring Reserve Currency
Translation
Reserve
Fair
Value
Reserve
Retained Earnings Total Equity Attributable
To Equity Holders of the
Company
Non-controlling
Interest
Total
Equity
At 1 January 2015 4,138 (3,190) 120 142 2,922 4,132 (268) 3,864
Comprehensive income
Profit/(loss) for the period - - - - (603) (603) (689) (1,292)
Other comprehensive income - - 272 (3) - 269 103 372
Total comprehensive income/(loss) - - 272 (3) (603) (334) (586) (920)
Transactions with owners
Effect of business combinations - - - - - - 17 17
Total transaction with owners - - - - - - 17 17
At 31 December 2015 4,138 (3,190) 392 139 2,319 3,798 (837) 2,961
At 1 January 2014 4,138 (3,190) - 167 2,573 3,688 20 3,708
Comprehensive income (599)
Profit/(loss) for the period - - - - 349 349 (299) 50
Other comprehensive income - - 120 (25) - 95 1 96
Total comprehensive income/(loss) - - 120 (25) 349 444 (298) 146
Transactions with owners
Cash subscribed by non-controlling
shareholders
- - - - - - 10 10
Total transaction with
owners
- - - - - - 10 10
At 31 December 2014 4,138 (3,190) 120 142 2,922 4,132 (268) 3,864

UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015

(All amounts in NOK millions unless otherwise stated)

1 UNAUDITED FINANCIAL STATEMENTS (cont.)

Statements of
Changes in Equity
Company Paid up Capital Res-tructuring Reserve Retained
Earnings
Total
Equity
At 1 January 2015 4,138 (1,411) 170 2,897
Comprehensive income
Profit for the period - - 110 110
Total comprehensive income - - 110 110
At 31 December 2015 4,138 (1,411) 280 3,007
At 1 January 2014 4,138 (1,411) 116 2,843
Comprehensive income
Profit for the period - - 54 54
Total comprehensive income - - 54 54
At 31 December 2014 4,138 (1,411) 170 2,897

(d)(ii) Share Capital

There were no ordinary shares issued in 4Q 2015. There are no treasury shares as at 31 December 2015 and as at 31 December 2014.

Share Options

There were no outstanding options to subscribe for shares as at 31 December 2015 (31 December 2014: 0).

(d)(iii) Number of Issued Shares excluding Treasury Shares

The number of issued shares (excluding treasury shares) as at 31 December 2015 is 1,180,000,000 ordinary shares (31 December 2014: 1,180,000,000 ordinary shares)

(d)(iv) Sales, Transfers, Disposals, Cancellations and/or use of Treasury Shares

Not applicable. The Company has no treasury shares.

2 AUDIT

The figures have not been audited nor reviewed by the auditors.

3 AUDITORS' REPORT

Not applicable.

4 ACCOUNTING POLICIES

Except as disclosed in paragraph 5, the Group has applied the same accounting policies and methods of computation in the financial statements for the current financial period compared with those of the audited financial statements for the year ended 31 December 2014.

Fourth Quarter and Full Year 2015 Financial Statements UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015 (All amounts in NOK millions unless otherwise stated)

5 CHANGES IN ACCOUNTING POLICIES

As of 1 January 2015 the Group has changed the sum line "EBITDA" to "EBITDA before restructuring cost". Restructuring cost is defined as cost related to termination benefits to employees related to reduction in workforce, and other cost incurred as a consequence of temporary or permanent reduction of capacity. There were no such cost in 2014 hence the change does not require any adjustment in previous periods. "EBITDA" is used as shortform for "EBITDA before restructuring cost" throughout the remainder of this report.

6 EARNINGS PER ORDINARY SHARE

Earnings per ordinary share (attributable to Equity holders of the Company) for the current financial period reported on and the corresponding period of the immediately preceeding financial year:

Group Group
4Q-2015 4Q-2014 Change Full year Full year
ended ended % ended ended Change
31/12/15 31/12/14 31/12/15 31/12/14 %
Earnings for the period (in NOK millions) (83) 154 n/m (603) 349 n/m
(i)
Earnings for the period (in SGD millions) (13) 27 n/m (97) 62 n/m
Weighted average number of shares (in millions) 1,180 1,180 0% 1,180 1,180 0%
(ii) Earnings per share (NOK) (0.07) 0.13 n/m (0.51) 0.30 n/m
Earnings per share (SGD cents) (1.10) 2.29 n/m (8.22) 5.25 n/m
(iii) Diluted earnings per share (NOK) (0.07) 0.13 n/m (0.51) 0.30 n/m
Diluted earnings per share (SGD cents) (1.10) 2.29 n/m (8.22) 5.25 n/m
Adjusted weighted average number of shares
(in millions) 1,180 1,180 0% 1,180 1,180 0%
Exchange rates: 31/12/15 31/12/14 31/12/15 31/12/14
SGD/NOK 6.239 5.622 11% 6.239 5.622 11%

The SGD amounts are translated from NOK based on the exchange rates prevailing at the reporting date as shown above.

7 NET ASSETS VALUE PER ORDINARY SHARE

Net assets value (for the Issuer and Group) per ordinary share based on issued share capital of the issuer at the end of the current financial period reported on and immediately preceeding financial year:

Group Company
As at As at Change As at As at Change
31/12/15 31/12/14 % 31/12/15 31/12/14 %
Net assets value at the end of the period (NOK millions) 3,798 4,132 -8% 3,007 2,897 4%
Net assets value at the end of the period (SGD millions) 609 735 -17% 482 515 -6%
Number of shares (millions) 1,180 1,180 0% 1,180 1,180 0%
Net assets value per ordinary share (NOK) 3.22 3.50 -8% 2.55 2.46 4%
Net assets value per ordinary share (SGD) 0.52 0.62 -16% 0.41 0.44 -7%
Exchange rates: 31/12/15 31/12/14 31/12/15 31/12/14
SGD/NOK 6.239 5.622 11% 6.239 5.622 11%

The SGD amounts are translated from NOK based on the exchange rates prevailing at the reporting date as shown above.

Fourth Quarter and Full Year 2015 Financial Statements UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015 (All amounts in NOK millions unless otherwise stated)

8 REVIEW OF GROUP PERFORMANCE

(a) Statement of comprehensive income:

Revenues for 4Q 2015 were NOK 3.32 billion, down from NOK 4.50 billion in 4Q 2014. Revenues for FY2015 were NOK 11.14 billion, down 14% compared to FY2014. The decrease for the full year is mainly caused by reduced activity at some of the European shipyards. Revenues for the quarter are higher compared to the recent quarters because of progress and deliveries from subcontractors delivering high value topside equipment.

EBITDA before restructuring cost was NOK 35 million for 4Q 2015 (4Q 2014: NOK 120 million), and NOK 321 million negative for FY2015 (FY2014: NOK 429 million positive). The negative result for 2015 is caused by loss provisions related to projects at the Brazilian yards. The rest of the group contributed with a positive EBITDA, both in the quarter and on a full year basis. However, margins for the European operations were also reduced compared with FY2014, because of on average lower margins from ongoing projects, combined with the cost of increased underutilized capacity.

In VARD's European organization, comprising the shipyards in Romania and Norway, the activity level at the yards is declining as a result of the shortfall in new orders. The yards delivered no vessel in 4Q 2015 and seven vessels in FY2015. The ongoing cost reduction and efficiency improvement programs continue in all entities, targeting direct and indirect cost savings. There is a strong focus on minimizing cost related to lower capacity utilization, and the reduction of workforce is progressing in line with the reduced workload. Temporary layoffs are used to buffer the effects of underutilization in Norway. The workforce in Romania was reduced from 6398 to 4665 employees during FY2015, and in Norway from 1797 to 1657 employees, including all legal entities in the respective countries. Vard Tulcea has secured a contract to extend the FINCANTIERI-owned barge used at the yard, in order to be able to launch larger hulls. The first sections of cruise ship hulls for FINCANTIERI were successfully delivered from Vard Tulcea during 4Q 2015, and technical discussions are ongoing for construction of large outfitted sections for cruise ships for FINCANTIERI in order to secure a base load utilization for the Romanian yards. The Aukra yard in Norway has commenced work on first projects for the aquaculture sector.

Operations at the yard in Vietnam are stable, and the yard delivered one vessel during the quarter. For the full year the yard has delivered three vessels to external customers. The first of the two vessels with contracts terminated in 1Q 2015 is still owned by Vard Shipholding Singapore and operates on a charter in Australia. The vessel is still actively marketed for sale. Construction work for the second vessel continues at the yard in Vietnam, with some modifications in scope in order to be able to offer a more flexible vessel to the market.

At Vard Niterói the progress on the remaining two vessels under construction at the yard, including one LPG carrier from the order book of Vard Promar, has been according to the forecast set in the third quarter. Both vessels are expected to be delivered in 2Q 2016.

At Vard Promar, progress on the projects has been in line with the forecast from the previous quarter. The yard recorded positive developments in productivity in critical areas, but execution risks remain. Provisions for vessels under construction for Transpetro have been increased by NOK 137 million, as a consequence of the challenging negotiation climate with Transpetro. The termination of contracts for hull number EP07 and EP08 by Transpetro during 4Q 2015 is being disputed by VARD, but the termination does not have a material impact on the results for the quarter as the vessels were in early stages of construction. VARD has initiated legal proceedings against Transpetro in order to secure its contractual rights and recover cost incurred for all items discussed above. The expected recovery from these legal proceedings have not been reflected in the accounts. Following the delivery of EP03 in January 2016, the yard has four LPG carriers and two PLSV projects in the order book, including the one LPG carrier undergoing completion at Vard Niterói.

Restructuring cost of NOK 21 million in the quarter and NOK 77 million for the year ended 31 December 2015 are mainly related to termination benefits and statutory payments for temporary lay-offs.

Depreciation of property, plant and equipment for the quarter is NOK 56 million compared to NOK 29 million in the corresponding quarter last year, because of a change in estimated useful lives at some of the yards done at year-end 2014.

The impairment charges of NOK 23 million in 4Q 2015 and NOK 28 million in FY2015 relate to assets in Vard Niterói.

As a consequence of the items discussed above, the operating result decreased from a profit of NOK 85 million in 4Q 2014 to an operating loss of NOK 67 million in 4Q 2015. Correspondingly, the operating result for the full year decreased from a profit of NOK 240 million for FY2014 to an operating loss of 633 million for FY2015.

UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015

(All amounts in NOK millions unless otherwise stated)

8 REVIEW OF GROUP PERFORMANCE (cont.)

(a) Statement of comprehensive income (cont.)

Interest expense was NOK 28 million in 4Q 2015 and NOK 79 million for FY2015. The interest expense has increased as a consequence of increased borrowings, and reduced capitalization of borrowing cost related to assets under construction.

The Group has a net foreign exchange loss of NOK 474 million for FY2015, of which NOK 380 million are unrealized. NOK 315 million of the unrealized loss is related to the yard construction loan in Vard Promar denominated in USD, while NOK 28 million of realized losses relate to instalments paid in 4Q 2015 on the same loan. In 4Q 2015 there is a net unrealized foreign exchange gain of NOK 22 million related to the loan.

The Group recorded a loss before tax of NOK 163 million in 4Q 2015 and NOK 1.20 billion for FY2015, compared to a profit before tax of NOK 118 million in 4Q 2014 and NOK 238 million for FY2014.

Income tax expense was NOK 7 million in 4Q 2015 and NOK 88 million for FY2015, compared to NOK 98 million and NOK 188 million in the corresponding periods last year. The effective tax rate is high because no deferred tax asset has been recognized in relation to the entities generating losses in Brazil. The full year effective tax rate is also affected by de-recognition of deferred tax assets recognised in previous years.

For the aforementioned reasons, the profit of NOK 20 million in 4Q 2014 turned to a loss of NOK 170 million in 4Q 2015, and a profit of NOK 50 million for FY2014 turned to a loss of NOK 1.29 billion for FY2015.

(b) Statement of financial position:

Total non-current assets were stable when comparing 31 December 2015 with 31 December 2014.

Total current assets have increased from NOK 15.66 billion as of 31 December 2014 to NOK 17.14 billion as of 31 December 2015. Cash and cash equivalents are reduced by NOK 1.08 billion, while other working capital assets have increased by NOK 2.56 billion. The increase related to other working capital assets is caused by an increase in construction WIP caused by higher value of the production than the projects delivered, and hedge accounting effects. The vessel transferred to Vard Shipholding Singapore is presented as inventories. For the vessel owned by Vard Shipholding the presentation has changed in 4Q 2015 compared to 3Q 2015, as an updated assessment has concluded that the vessel is still within the scope of FRS 2, not FRS 105 that was assumed in 3Q 2015. The change in classification has no impact on the measurement of the asset.

Total non-current liabilities in total are stable when comparing 31 December 2015 with 31 December 2014

Total current liabilities have increased from NOK 14.13 billion on 31 December 2014 to NOK 16.53 billion on 31 December 2015. Current derivatives have increased from NOK 2.18 billion to NOK 3.24 billion, mainly because of the weakening of NOK compared to USD. There is a corresponding increase in construction WIP assets and other current assets (firm commitment related to hedge accounting). The remaining increase in current liabilities is driven by the increase in net construction WIP described above.

(c) Statement of cash flows:

Cash flow from operating activities was NOK 51 million negative in 4Q 2015 compared to NOK 376 million positive in 4Q 2014. For FY2015 cash flow from operating activities was NOK 1.18 billion negative, compared to NOK 690 million positive for FY2014. Cash flow from operating activities can fluctuate significantly from period to period due to changes in working capital. The movements in working capital are negative mainly because of some large projects that require high working capital investments exceeding the available construction loan financing of these projects. In addition, the cash impact of previously reported losses in Brazil has now started to materialize.

Cash flow used in investing activities was NOK 66 million in 4Q 2015, compared to NOK 410 million in 4Q 2014. Cash flow used in investing activities was NOK 311 million for FY2015, compared to NOK 865 million for FY2014. Investments in property plant and equipment are at a lower level in 2015 than in the previous year. In 2014 there were higher investments related to the new yard in Promar, and the modernization of the yard in Tulcea, in addition there where higher cash outflows related to interest bearing receivables. Net cash outflow related to the acquisition of ICD Software of NOK 45 million was recorded during 2Q 2015.

Cash flow from financing activities was NOK 8 million negative in 4Q 2015, compared to NOK 439 million in 4Q 2014. For the FY2015 the Group had a positive cash flow from financing activities of NOK 219 million, compared to NOK 433 million in FY2014. For the FY 2014, NOK 533 million of the proceeds from loans and borrowings and NOK 234 million of repayments relates to current financing.

A net decrease in cash and cash equivalents by NOK 125 million in 4Q 2015, and a net decrease of NOK 1.28 billion for FY2015 was recorded due to the aforementioned reasons. Including movements in restricted cash and effects of currency translation differences on cash and cash equivalents, there was an increase of NOK 13 million in 4Q 2015 and a decrease of NOK 1.08 billion for FY2015.

Fourth Quarter and Full Year 2015 Financial Statements UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015 (All amounts in NOK millions unless otherwise stated)

(d) Brazil tax claim

The previously reported tax claim in Brazil is still awaiting a decision in the second out of three levels of appeals within the Brazilian administrative tax authorities. VARD intends to continue to defend its position through further appeals and by all legal means at its disposal. The Company has in cooperation with its legal counsel assessed the likelihood of a favourable ruling in the second or third appeal as more likely than not and hence no provision for the claim has been made.

9 VARIANCE FROM FORECAST STATEMENT

The financial results are in line with the profit warning issued on 15 October 2015.

10 PROSPECTS

At the end of 2015, the order book value amounted to NOK 10.23 billion, compared to NOK 14.01 billion at the end of 3Q 2015 and NOK 17.74 billion at the end of 2014. Aggregate order value at the end of the quarter was NOK 24.42 billion, and the order book comprised 29 vessels, of which 18 will be of VARD's own design.

Cash preservation and financing of the operations have been a focus area also during 4Q 2015, and the Group ended the year with a cash balance of NOK 919 million, slightly above the cash levels seen in 2Q and 3Q 2015. Because of an expected decrease in net working capital, the Group obtained waivers from banks providing non-current loans with working capital covenants before year-end 2015. The Group has also obtained waivers for all the current facilities with working capital covenants before concluding on the balance sheet as at 31 December 2015. During 1Q 2016 the Group has taken actions that have strengthened the balance sheet and liquidity, but the Group may still need to obtain new waivers during 2016. As a result of the actions taken, new construction loans needed to finance projects currently in the order book and expected future projects are expected to be available. As the projects requiring the highest working capital investments are nearing completion, they continue to tie up a significant amount of cash; however this is expected to change towards the end of 2Q 2016 when these projects are being delivered.

VARD's core market for high-end vessels catering to the offshore oil and gas market continues to be weak in the short term, with oil prices and Offshore Support Vessel (OSV) fleet utilization hovering at 10-year lows. Exploration and Production (E&P) spending dropped by approximately 25% in 2015, and a further tightening is expected. The oversupply situation in the OSV market in the short to medium term is compounded by a large order book still to be delivered from yards around the world. Utilization of OSCVs, which typically do not operate in the spot market, is expected to drop further when more vessels come off contracts during 2016-17. In the short term, ship owners are aiming to postpone delivery of vessels already contracted, and VARD is facing an elevated counterparty risk. In the medium term, a recovery is expected to be driven by a shake-out in the OSV market during 2016-17, with older vessels being withdrawn from active supply. OSCV newbuilding demand is driven by the Inspection, Maintenance and Repair (IMR) market, and the need for purpose built vessels.

VARD has launched a diversification strategy in order to reduce its dependency on the offshore business during the downturn. The diversification into other engineering- and technology-heavy shipbuilding segments is aimed at maintaining the Group's expertise and secure utilization of existing capacity. New focus segments have been identified where VARD can leverage existing relationships and capabilities, and realize synergies with the parent group, FINCANTIERI. Technical discussions are ongoing for construction of large outfitted sections for cruise ships for FINCANTIERI, and this is expected to secure base load utilization of those yards for the medium term. Cost reduction and efficiency improvement programs are being intensified in order to enhance the Group's competitiveness in core and new markets. The yard portfolio is being adapted, with the Aukra shipyard being dedicated to projects in the aquaculture sector. In Brazil, the short term focus is on on-time delivery of the current order book. Operations in Brazil will be maintained at Vard Promar, while newbuilding activities at Vard Niterói will be phased out with completion of the projects currently under construction at the yard.

VARD expects revenues for 2016 to drop to between eight and nine billion NOK, with a positive EBITDA margin. With the implementation of the new business plan, revenues are targeted to recover to previous highs of between 12 and 13 billion NOK by 2020, also on the back of an expected recovery of the offshore market from 2018.

Fourth Quarter and Full Year 2015 Financial Statements
UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015
(All amounts in NOK millions unless otherwise stated)
-------------------------------------------------------
11 DIVIDEND
(a) Current financial period reported on:
Any dividend declared for the current financial period reported on?
No
(b) Corresponding period of preceding financial year:
Any dividend declared for the corresponding period of the immediately preceding financial year?
No
(c) Date payable
Not applicable
(d) Book closure date
Not applicable
12 SEGMENT ANALYSIS AND GEOGRAPHICAL INFORMATION

The Group has only one reportable segment, segment information for business segments is therefore not applicable.

The Group has activity in 13 countries (2014: 10). Segmental revenue is based on the geographical location of companies within the Group.

Group
Revenues from external customers FY 2015 FY 2014
Norway 7,628 10,249
Romania 189 127
Singapore* 726 681
Vietnam* - -
Brazil 2,438 1,812
Canada 144 43
USA 12 9
Other countries 6 2
Total 11,143 12,923

* Revenues from Singapore and Vietnam must be considered in total, as Vietnam operates principally as a subcontractor of the Singapore company.

13 REVIEW OF SEGMENT PERFORMANCE

Please refer to paragraph 8 above.

14 SALES BREAKDOWN

Group
FY 2014 FY 2014 Change
%
Sales reported first half year 5,552 5,614 -1%
Operating profit first half year before deducting non-controlling interests (12) 263 n/m
Sales reported second half year 5,591 7,309 -24%
Operating profit second half before deducting non-controlling interests (621) (23) n/m

UNAUDITED RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED 31 DECEMBER 2015

(All amounts in NOK millions unless otherwise stated)

15 BREAKDOWN OF TOTAL ANNUAL DIVIDEND

A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year:

FY 2015 FY 2013
SGD million SGD million
Interim special dividend - -
Final ordinary dividend - -
Total - -

16 INTERESTED PERSON TRANSACTIONS

Aggregate value of all
interested person transactions
conducted under
shareholders' mandate
pursuant to Rule 920
(excluding transactions less
than \$100,000)
4Q-2015 Full year 4Q-2015 Full year
ended ended ended ended
31/12/15 31/12/15 31/12/15 31/12/15
Fincantieri Group
Sale of electrical eqiupment to FINCANTIERI - -
65
94
Sale of electrical package to FINCANTIERI - -
-
4
Agreement for construction of hull blocks to FINCANTIERI - -
23
46
Service agreement - -
1
2
Secondment of personnel to VARD - -
2
7
Secondment of personnel to FINCANTIERI - -
2
7
Rental of barge from FINCANTIERI - -
7
7
Agreement regarding extension of barge - -
204
204
Support service to Yard Management in Vard - -
1
2
Total - -
305
373

17 RULE 704(13)

Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(13).

Name Age Family relationship with
any director and/or
substantial shareholder
Current position and duties, and the
year the position was held
Details of changes in duties
and position held, if any,
during the year
Nil Nil Nil Nil Nil

BY ORDER OF THE BOARD

Mr Roy Reite Executive Director & CEO 29 February 2016

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