Annual Report • Mar 23, 2018
Annual Report
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| Figures in NOK million | 2017 | 2016 2) | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue, segment | 31 568 | 30 137 | 24 509 | 23 863 | 21 191 |
| Profit before tax, segment | 1 441 | 1 460 | 1 043 | 967 | 776 |
| Business area Construction | 759 | 804 | 644 | 549 | 446 |
| Business area Property Development | 549 | 567 | 306 | 280 | 221 |
| Business area Industrial | 206 | 136 | 190 | 210 | 158 |
| Business area Other / elimination | -73 | -47 | -97 | -73 | -49 |
| Earnings per share, segment | 9.4 | 9.3 | 6.5 | 5.8 | 4.5 |
| Dividend per share | 5.0 | 4.5 | 4.0 | 3.5 | 3.0 |
| Profit margin, segment (per cent) | 4.6 | 4.8 | 4.3 | 4.1 | 3.7 |
| Revenue, IFRS 3) | 30 281 | 28 613 | 24 225 | 24 027 | 21 781 |
| EBITDA, IFRS | 1 776 | 1 520 | 1 316 | 1 383 | 1 002 |
| EBIT, IFRS | 1 252 | 1 053 | 944 | 1 045 | 692 |
| Profit before tax, IFRS | 1 259 | 1 092 | 950 | 1 055 | 718 |
| Earnings per share, IFRS (NOK) 4) | 8.2 | 6.6 | 5.7 | 6.3 | 4.1 |
| Net interest-bearing debt | 764 | 0 | 606 | -274 | 396 |
| Total order backlog | 32 561 | 24 404 | 24 814 | 16 792 | 18 273 |
1) The comments in the report relate to figures taken from the segment accounts.
Comments to the IFRS accounts are specified in the text.
2) The profit for 2016 includes a non-recurring effect as a result of changes to the disability pension in Norway of a total of NOK 108 million, with the following distribution: NOK 81 million in Construction Norway, NOK 19 million in Industrial, NOK 4 million in Property Norway and NOK 4 million in Other operations.
3) Under IFRS, revenue from residential sales is not recognised until the residential unit is taken over by the buyer. In the segment reporting, revenue is recognised using the formula: estimated final profit x sales ratio x stage of completion.
4) No dilutive effect.
Veidekke is one of Scandinavia's largest construction and property development companies. The company undertakes all types of building construction and civil engineering contracts, develops residential projects, maintains roads, and produces asphalt and aggregates. In 2017 Veidekke had revenue of NOK 31.6 billion and 7,700 employees. Veidekke is listed on the Oslo Stock Exchange, and a large proportion of the employees are shareholders in the company.
The company is organised into three business areas: Construction, Property Development and Industrial, with strong intra-group synergies. Veidekke is a specialised, competence-based company that carries out projects in collaborative interaction with its customers and suppliers. This participative approach helps ensure good solutions
and results, good, safe operations, and continuous learning and improvement, as well as fostering loyalty and commitment.
Our most valuable resource is our employees and their expertise, and we therefore attach importance to targeted skills development and recruitment of new staff.
Multi-local strength is generated through our widespread presence in Scandinavia. Veidekke has strong local roots and proximity to customers, at the same time as we have both the size and the expertise to be able to undertake large, complex projects all over Scandinavia.
REVENUE
NOK BILLION
PROFIT BEFORE TAX AND PROFIT MARGIN NOK MILLION AND PER CENT
The figures are taken from the segment accounts.
DEVELOPMENT
INDUSTRIAL
| NOK million | 2017 | 20161) | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 25 804 | 24 629 | 19 795 | 18 502 | 16 968 |
| Profit before tax | 759 | 804 | 644 | 549 | 446 |
| Order backlog | 31 601 | 23 368 | 23 686 | 15 810 | 16 728 |
ORDER BACKLOG NOK BILLION
1) The profit for 2016 includes a non-recurring effect as a result of changes to the disability pension in Norway of a total of NOK 81 million.
Veidekke is engaged in nationwide building construction and civil engineering activities in Norway and Denmark, while operations in Sweden are concentrated in the largest cities. Construction operations accounted for 75% of Veidekke's revenue in 2017.
Building Construction builds commercial buildings, public buildings and residential buildings. Commercial buildings are mainly office buildings, shopping centres and hotels. Public buildings are primarily schools and health-care buildings.
A large proportion of the projects in Building Construction are developed in close collaboration with the customer, ensuring opportunities and risks are identified at an early stage. This contributes to a better end product and increased added value for the customer and is a success factor for good and profitable operations. A significant portion of Veidekke's building construction contracts are negotiated contracts. Building construction operations accounted for 70% of the business area Construction's total revenue in 2017.
Civil engineering operations accounted for the remaining 30% of the revenue in Veidekke's construction operations in 2017. Transport infrastructure projects (road and rail) and other public infrastructure provide the majority of Civil Engineering's revenue. The portfolio also includes projects in the energy sector and other industrial facilities.
Civil Engineering has seen an increase in both the number of design and build contracts and the size of contracts. This enables Veidekke to make greater use the combined competencies in the organisation.
| NOK million | 2017 | 2016 1) | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 3 456 | 3 202 | 2 126 | 2 276 | 1 783 |
| Profit before tax | 549 | 567 | 306 | 280 | 221 |
| Capital invested | 4 163 | 3 115 | 3 004 | 3 010 | 3 224 |
PROFIT BEFORE TAX 1)
1) The profit for 2016 includes a non-recurring effect as a result of changes to the disability pension in Norway of a total of NOK 4 million.
Veidekke's property development operations purchase sites and develop them into residential buildings for sale to end customers, primarily in the largest cities in Norway and Sweden. Veidekke's construction operations are responsible for the construction of the residential buildings and are involved from the earliest phase, before the site has even been purchased, to ensure identification of opportunities and risks. The close collaboration between Veidekke's property development and construction operations provides synergies and is central to good profitability in Veidekke's residential segment.
In Sweden Veidekke is generally the sole owner of residential projects, while in Norway most of the projects are done in joint ventures with other partners. The choice of business model is assessed individually for each project, and the project's scope, risk and financing are the decisive factors.
Property Development has a long-term perspective. It takes several years from a site being purchased to the home being handed over to the buyer. For this reason, the land bank is strategically important, and the portfolio is optimised through purchases and sales in accordance with the current strategy. At year-end 2017 the Group had a land bank that is expected to yield 17,450 residential units: 7,700 in Norway and 9,700 in Sweden.
| NOK million | 2017 1) | 2016 2) | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 4 761 | 4 162 | 4 033 | 4 127 | 3 476 |
| Profit before tax | 206 | 136 | 190 | 210 | 158 |
PROFIT BEFORE TAX 1) 2) NOK MILLION
ASPHALT VOLUME MILLION TONNES
REVENUE
1) The profit for 2017 included a NOK 70 million property development gain from the sale of land.
2) The profit for 2016 has been adjusted for the non-recurring effect related changes to the disability pensions in Norway of a total of NOK 19 million.
Veidekke Industri AS (Industrial) is the largest asphalt contractor in Norway and the second largest producer of aggregates. Industrial is also a major player in the operation and maintenance of public roads in Norway.
The business area Industrial has 29 asphalt plants and 28 quarries located across Norway. Some of the asphalt plants are mobile, and more and more of the aggregates plants are switching to eco-friendly energy carriers.
In 2017 Industrial accounted for 15% of Veidekke's total revenue.
Industrial's revenue for the 2017 financial year is distributed between the three business units as follows: Asphalt 64%, Road Maintenance 24% and Aggregates 12%.
Taking stock of 2017, we can once again ascertain that Veidekke is growing and continues to deliver good results, proving that our capacity and expertise mean we are robust in the face of changes in the markets and framework conditions.
There was high activity in the Scandinavian construction and civil engineering market in 2017, and thus also in our operations. As expected, the residential market declined in both Norway and Sweden, after three years of upswing. Residential production is higher than one year ago, and the sales ratio is still high, but we now find ourselves in a more demanding housing market. Although we expect lower sales and fewer project starts going forwards, Veidekke has a good portfolio of projects and sites, providing us with flexibility and affording many opportunities.
At the beginning of 2018, our order backlog was a third higher than one year earlier – and two thirds of this backlog will generate revenue in 2018. The historically high order intake confirms that our customers believe that Veidekke has the expertise, experience and weight required to resolve complex challenges and deliver in accordance with the most stringent specifications.
The market conditions will become more demanding in the future, but we also know that, if we take advantage of our strengths, Veidekke's size and breadth can yield great synergies. In line with the strategy of profitable growth, it will be important to improve profitability in those parts of the business that are not performing according to plan. To achieve this, we will build on our participative approach and exploit our broad competencies and combined capacity even better.
A good example of how Veidekke takes advantage of its positions and breadth of competencies is the project at Hovinmoen near Norway's main international airport Gardermoen. For more than 50 years, we operated aggregate and asphalt activities there. Now the last resources have been extracted, and we have found a new site for this business unit in the area. On the site of the former gravel works, we are now going to develop a business park in collaboration with external players. The transaction made a solid contribution to the 2017 financial statements – and also laid the foundation for additional value creation in the coming years.
Projects within the construction and civil engineering sector are becoming increasingly complex, and both customers and end-users are increasingly attaching importance to sustainability and the environment in products and deliveries. As always, it is our eight thousand employees who are the key to Veidekke's success and good results. Their dedication, expertise and hard work enable Veidekke to create value together with our customers and partners.
The market conditions will become more demanding in the future, but we also know that, if we take advantage of our strengths, Veidekke's size and breadth can yield great synergieser.
Arne Giske President and CEO
Veidekke is a project organisation, and operations are run through a large number of projects of varying sizes and complexity. The company's primary tasks are therefore obtaining projects and executing them in a safe and secure manner in accordance with the contract and the plan.
Veidekke's project portfolio at any one time consists of a wide variety of unique projects within Veidekke's product segments, which range from homes, schools, cultural buildings and offices to infrastructure such as motorways and railways.
Each project is like a separate "company" and takes an average of 18 months from production start to completion. Although there are similarities between the projects, no two projects are ever identical. For each project, an organisation and production facilities have to be established at the customer's location, and this is the aspect that most clearly distinguishes project activities from industrial production. When a project is handed over to the customer, the production facilities are dismantled, and both the project organisation and the equipment move on to new projects.
Veidekke collaborates closely with customers, architects, consultants, subcontractors and suppliers throughout the project phases. Collaboration creates added value for all the parties, resulting in better solutions, good production flow, and efficient and safe operations.
A variety of different methods and tools are used to ensure optimal project execution. We have developed some of the methods ourselves, and we also collaborate with universities, colleges and technical colleges, at home and abroad, on the development of good concepts and tools. Digitalisation has come a long way in the industry in recent years, and new tools that facilitate the processes are constantly being introduced on Veidekke's construction sites. In addition, for many years Veidekke has attached importance to developing new methods, and not least, has invested heavily in training its own skilled workers:
Participative Planning is a project progress planning methodology developed by Veidekke on the basis of the Lean Construction principles. Participative Planning means that plans are drawn up jointly by all parties involved. The objective is to minimise delays, avoid adverse events and improve the flow of production.
Participative Planning builds on five main elements:
Building Information Modelling (BIM) allows projects to be built virtually before they are built in reality. In addition to providing a three-dimensional representation of the building, the models can be further enriched with scheduling time data ("4D" – when the individual parts are to be built), cost data, technical information, maintenance data, etc. Together, this opens up a wealth of possibilities to visualise, communicate and analyse the building through every step of the project from the first preliminary sketches, through design, planning and construction, to management, operation, maintenance and development. Virtual Design and Construction (VDC) is another computer-aided design methodology. At Veidekke, VDC is used in conjunction with Participative Planning and Building Information Modelling (BIM).
Each project is different, and building sites can be a high-risk workplace. Good, safe production is therefore Veidekke's highest priority. At Veidekke, work on occupational health and safety is thus not a separate process carried out in isolation, but an integral part of our ongoing planning and production.
Veidekke is a specialised, competence-based company that uses a high proportion of own employees in its production. Our strategy is to train our own skilled workers, and we are a major apprenticeship company with close to 300 apprentices working for us. On completion of their apprenticeship, candidates who pass the trade examination and join the company as employees are valuable resources for us. A significant portion of the capacity required in Veidekke's core skills is covered by our own permanently employed skilled workers.
On the following pages you can read about a selection of Veidekke's projects. These are projects that we have either won in 2017 or that have been in production during the year. The projects have been chosen because of their size, environmental perspective, or unique concepts and solutions.
The Ulven area, which currently mainly comprises warehouses and industrial sites, is going to be transformed into an attractive urban neighbourhood with 2,300 homes and 200,000 m2 of commercial premises. The area will be part of the new Hovinbyen urban development in Oslo. OBOS is behind the Ulven project, and the aim is to build eco-friendly, affordable apartments, close to workplaces and shops, with smart solutions for transport and heating, among other things.
In 2015 OBOS bought a 28 hectare site in Ulven, and the following year an innovation competition was held for part of the residential project. The contracting client had relatively few specifications, as they wanted the tenderers to use their multidisciplinary skills to design a residential concept for an attractive urban community with good living quality, within an overarching target of a reduction in construction costs of up to 20%. There was to be a higher proportion of small apartments than required by the authorities, and the largest apartments were to be designed to enable rooms to be let. Other factors that were to be given priority were common rooms, allotments, possibilities for rooftop kitchen gardens, arrangements for electric cars in the future and bicycle parking. The car parking ratio in the project is planned to be half of the municipality's norm for inner city areas.
Veidekke established Team Veidekke DA to submit a tender for this competition – and won. The team consists of an architect and various consultants and construction companies. Ideas are developed together, and the close collaboration between the construction company, architect, consultative engineers and the HVAC contractor has been decisive for the team's project proposal and has ensured that the building costs can be reduced by 20%.
The team's solution for the first building phase is construction of a U-shaped block with a tower block in the middle. The buildings encircle a park, presented to OBOS as a "secret garden", providing a sheltered recreational area for residents.
Team Veidekke's proposal met the requirements for cost savings without compromising on quality. Good planning has led to a reduction in work hours in the planning phase, and will also do so in the execution phase, as a result of a high degree of repetition, inspired by classic factory serial production. Identical layout on all the floors and straight dividing walls will simplify construction, while the use of narrow, prefabricated exterior balcony elements will be easy to build and will also serve as scaffolding during construction. Veidekke will use its own skilled workers in the main disciplines of concrete work, masonry and timber work, and production will be adapted to the company's production chain and will thus be greatly rationalised. Ulven will be built in stages, so that new phases are not exposed to building noise. The first commercial building is already in use, and OBOS will start selling apartments in the first half of 2018.
Ulven will be one of OBOS's all-time largest development projects. Veidekke's participative approach has contributed to good, cost-effective solutions that meet the customer's wishes and requirements.
The high-tech solutions in the new office building that is under construction at Sluppen in Trondheim have been developed in a close collaboration between Veidekke, the architect, the contracting client and Siemens. The result is an innovative interaction between people, technology and the building. The building monitors and interprets the use of all the areas via the users' smartphones, making it possible to plan and control energy use for lighting and heating and services such as cleaning and canteen operation. This will yield large cost savings for the tenants in terms of both floor space and operation, and will enable the landlord to tailor offers and services to a much greater degree than in other office buildings.
The building will be certified in accordance with the BREEAM Excellent environmental standard. Solar panels will generate eco-friendly energy, and users will have plenty of good, natural daylight thanks to the large glass facades. The extensive use of light in and around the building will make it an eye catcher in its surroundings.
Lysgården will be the head office for most of Veidekke's operations in Trøndelag when the building is completed in June 2019.
In the Carlsberg City district of Copenhagen, Veidekke's Danish construction operations are going to convert a listed brewery into a hotel. The customer's order included clear instructions that the history of the buildings was to be preserved, at the same time as strict requirements regarding functionality and sustainable solutions had to be met in what is to be a very modern hotel. Hoffmann first entered into a collaboration agreement with the contracting client, architects and engineers for the development of the project, and once the project had been approved by the authorities, a design and build contract was signed.
In the Carlsberg City project, the parties have put in a great deal of work together to find solutions and interior designs that will preserve much of the original structure, while enabling efficient hotel operation. Two standard rooms were built at an early stage to allow testing of different interior design solutions so that room functionality could be optimised. The close interaction between Hoffmann and the contracting client throughout the entire planning and construction process ensures good solutions, high quality, lower risk and good cost control.
Veidekke's new residential project in Storo in Oslo will take the green shift in the construction industry to the next level.
Veidekke has committed to operate in accordance with the UN's two-degree target and is now environmentally certifying its own-account residential projects to ensure reduced greenhouse gas emissions from completed buildings. Nyegaardskvartalet will be Norway's largest residential project certified in accordance with the BREEAM-NOR environmental standard. In addition, the building process is being carried out without the use of fossil fuels at the construction site. The project comprises new homes built using eco-friendly, Swan-labelled materials and energy-efficient equipment. This will result in a better indoor climate and lower energy needs. The homes are being sold with preselected energy-efficient appliances.
The outdoor areas have been planned in collaboration with a landscape architect and ecologist to ensure biodiversity is protected. The location close to public transport hubs ensures easy access to the city centre and the surrounding countryside, and the development includes indoor bicycle parking and charging facilities for electric cars and bicycles.
The in-house collaboration between the property developer and construction company yields good synergy effects. The business areas Construction and Property Development are collaborating on the project at every step, from the purchase of sites through to construction, with clearly defined division of responsibilities after the
land acquisition: Property Development handles the regulatory aspects and residential customers, while Construction is in charge of the detailed planning, engineering and construction.
Customer: Veidekke Eiendom Architect: Spor Arkitekter Construction contractor: Veidekke Entreprenør Comprises: 250 apartments ranging from 36 m2 to 156 m2 with shared gardens and underground parking
Veidekke has run aggregates operations at Hovinmoen in Akershus for more than 50 years. The gravel resources have now been extracted, and in 2017 Veidekke's industrial operations moved to a modern new facility at Bergmoen. The new facility has been planned and designed for efficient, eco-friendly and safe operations. Large storage capacity for masses close to the extraction sites reduces the need for internal transport, and safety is further enhanced by separate zones for heavy traffic and private traffic.
Veidekke's land in Hovinmoen has been combined with the adjacent plot, which is owned by Ferd Eiendom, and Veidekke's property development operations have entered into a partnership with Ferd and Fabritius. Through a newly formed company, the three companies will together develop this 36 hectare site for non-residential purposes.
The plans include the establishment of a business park and logistics centre. Veidekke's property development operations will develop logistics properties and is now pooling its expertise with two solid companies with broad experience and similar specialist competencies within the non-residential segment. The business park will be located close to Norway's main airport, a priority area for industrial and logistics activity in eastern Norway.
In Uppsala in the east of Sweden, Veidekke has entered into a design and build contract with the property developer Fastighetsförädlarna AB (FFAB) for the development of the Kappelgärdet neighbourhood north of Uppsala city centre. The project includes the construction of 158 apartments, a preschool with two departments and what will be the largest nursing and care home in the Nordic region with 200 places.
Veidekke and FFAB initially entered a collaboration contract, under which the project was developed. The parties have worked closely together throughout the entire planning phase, and this has contributed to sustainable and costsaving solutions in the project.
The project will be built in phases. The apartments will be completed first, followed by the nursing home, which will be built in two phases, with the preschool as part of phase II of the nursing home. Veidekke has positioned itself as a strong player within both the residential and the commercial building segments, and the contracting client FFAB has highlighted this and the company's collaborative approach as key factors for a well-functioning partnership.
In summer 2016 Veidekke entered an agreement with the project development company Vitartes on the construction of the St. Erik eye clinic at the Karolinska hospital in Stockholm. In autumn 2017 the agreement was extended to apply to Vitartes' other developments in the Patienten and Princeton neighbourhoods near the hospital. This extensive project involves a total of 42,000 m2 of buildings for care services, research and education in Vitartes' Life Sciences development project.
The contract is a collaborative design and build contract. Veidekke's previous experience with collaborative contracts, the solutions proposed in the specification phase, risk management and the company's overall competence were the decisive factors in the contract award.
The project is scheduled to be completed in 2020.
In autumn 2017, Veidekke entered into its first contract with the state-owned road company Nye Veier. The contract is the largest road-building contract Veidekke has ever undertaken. The contract is a design and build contract, and among the factors that were decisive for the award were Veidekke's previous road-building experience and good concrete solutions to meet the goals for the project.
The good, close collaboration between the construction company, consultants and contracting client is based on openness, transparency and competence sharing. The project will be certified according to the civil engineering sustainability standard CEEQUAL, which means quality assurance and evidence-based attainment of all the contracting client's environmental targets. Greenhouse gas emissions have been significantly reduced in this project. Among other things, Veidekke's asphalt factory in Stange uses pulverised wood pellets as heating fuel in asphalt production, and Veidekke has also developed asphalt that is more durable and has a longer lifespan than other asphalt. These measures and other solutions contribute to a total reduction in CO2 emissions of 41% in the construction phase and 75% during the maintenance period.
The nature and size of the project make it a unique arena for learning and skills development, which will in turn benefit future projects.
No. of shares: 30 000 Committees: The Remuneration Committee (Chair) The Property Committee (Chair)
Mæland has been a member of the Board of Directors since 2002 and its chair since 2009. He was previously President and CEO of OBOS and currently sits on a number of boards.
Bakstad has been a member of the Board of Directors since 2010. She is Executive Vice President, Division Mail, at
Norway Post.
b. 1966
No. of shares: 13 000 Committees: The Property Committee (until May 2017) The Audit Committee (Chair)
HANS VON UTHMANN b. 1958
No. of shares: – Committees: The Audit Committee The Remuneration Committee
No. of shares: 2 500
Committees: The Property Committee
Von Uthmann has been a member of the Board of Directors since 2010. Previous positions include SEVP and Head of Vattenfall Nordic and he currently sits on a number of boards.
Berglund has been a member of the Board of Directors since 2016. Previous positions include CEO of Atrium Ljungberg AB. She currently sits on a number of boards.
b. 1951
b. 1964
No. of shares: 5 000 Committees: The Property Committee (from May 2017)
Høyland has been a member of the Board of Directors since 2017. He is the CEO of Reitan Real Estate.
b. 1955 Deputy Chair
No. of shares: 4 000 Committees: The Audit Committee (from May 2017)
ANN-CHRISTIN ANDERSEN b. 1966
No. of shares: 3 300 Committees: The Remuneration Committee The Audit Committee (until May 2017)
President and CEO of Siemens Norway and he currently sits on a number of boards.
Dyb has been a member of the Board of Directors since 2012. Previous positions include
Andersen has been a member of the Board of Directors since 2012. She is Chief Digital Officer TechnipFMC (Corporate).
INGE RAMSDAL b. 1962 Employee representative
No. of shares: 7 695
Ramsdal has been a member of the Board of Directors since 2008. He previously worked as a crane operator and concrete worker in Construction Norway.
ODD ANDRE OLSEN b. 1961 Employee representative
No. of shares: 3 855
Olsen has been a member of the Board of Directors since 2011. Olsen is the chief employee representative in Veidekke. He previously worked as an iron fixer in Construction Norway.
ARVE FLUDAL b. 1970 Employee representative
No. of shares: 8 115
Fludal has been a member of the Board of Directors since 2015. Fludal heads The Veidekke Employee Share Trust. He is a construction manager in Construction Norway.
President and CEO
No. of shares: 149 645
Arne Giske has been President and CEO since 1 July 2013. He joined Veidekke as Executive Vice President in 2001. Giske holds a master's degree in Business and Economics from BI Norwegian Business School and an MBA from the University of Wisconsin.
b. 1962
Executive Vice President Construction Norway
No. of shares: 178 850
Dag Andresen has been employed at Veidekke since 1986 and has been Executive Vice President since 1994. Andresen holds a master's degree in Business and Economics from BI Norwegian Business School.
Executive Vice President Industrial, Property Development & Denmark
No. of shares: 106 660
Jørgen Wiese Porsmyr has been employed at Veidekke since 1995 and has been Executive Vice President since 2006. Wiese Porsmyr holds a master's degree in Business and Economics from the Norwegian School of Economics (NHH).
b. 1966
Executive Vice President Sweden
No. of shares: 46 140
Jimmy Bengtsson headed Arcona AB from 2007 to 2015. He took over as Executive Vice President on 1 January 2016. Bengtsson is a graduate engineer from the Royal Institute of Technology in Stockholm.
Executive Vice President, responsible for HR, Health, Safety, Environment and Legal
No. of shares: 11 445
Hege Schøyen Dillner has been Executive Vice President since 2013. She holds a master's degree in education from the University of Oslo.
b. 1961
Executive Vice President, responsible for Accounting & Finance, IT, Procurement and Strategy
No. of shares: 108 795
Terje Larsen has been employed at Veidekke since 2001 and has been Executive Vice President since 2013. Larsen holds a master's degree in Business and Economics from BI Norwegian Business School and an MBA from the University of Wisconsin.
b. 1969
Executive Vice President, responsible for Communications and Public Affairs
No. of shares: 13 340
Lars Erik Lund started as Executive Vice President at Veidekke i 2016. Lund holds a master's degree in Business and Economics from the Norwegian School of Economics (NHH).
Veidekke increased its revenue and profits in 2017 and ended the year with a historically high order backlog. The company's targeted occupational health and safety work has yielded results, with a decline in injury rates.
In 2017 revenue increased to NOK 31.6 billion (segment accounts1) from NOK 30.1 billion in 2016, and there was growth in all Veidekke's business areas. Construction operations had revenue growth of 5% in 2017, primarily in Sweden and Denmark. Property Development's revenue growth was in Norway, as a result of more own-account projects. In industrial operations, high activity in Asphalt contributed to revenue growth of 14% in 2017.
Profit before tax amounted to NOK 1,441 million in 2017, compared with NOK 1,460 million in 2016. The profit for 2016 includes a non-recurring effect related to changes to the disability pension in Norway of NOK 108 million. Adjusted for this, the Group's profit increased by 7% in 2017. In this report, all the comparison figures for 2016 are exclusive of this non-recurring effect.
Construction had profit of NOK 759 million, up from NOK 723 million in 2016. Increased activity and improved profitability contributed to profit growth in the Swedish and Danish operations. In Norway the profit was affected by the economic downturn in southern and western Norway, and Veidekke's operations in this region had lower revenue and weak profitability.
Profit in the property development operations was NOK 549 million, compared with NOK 567 million in 2016. Residential production increased by 8% in 2017 as a result of high sales the previous year. Increased residential production throughout the year resulted in higher contributions from ongoing production, while development gains were lower than the previous year. The decline in the residential
market in the second half of 2017, combined with the fact that fewer units were available for sale, resulted in lower property residential sales compared with 2016. Return on invested capital in Property Development was 17.6%, compared with 21.4% in 2016.
Industrial's profit increased to NOK 206 million in 2017, from NOK 117 million the previous year. The profit from asphalt operations was slightly lower than for the previous year, while Aggregates achieved a higher profit. Road Maintenance had weak profitability, and this business unit is under restructuring. The development gain associated with the sale of a commercial site made a positive contribution to the profit of NOK 70 million.
The total order intake for the Group as a whole was NOK 34.9 billion in 2017. The year-end order backlog was NOK 32.6 billion, an increase of 33% from the beginning of the year.
Net interest-bearing debt amounted to NOK 764 million at the end of 2017. By comparison, the Group did not have any interest-bearing debt at the end of the previous year. This increase is attributed to settlements for the acquisition of development sites, a higher level of activity for own-account residential projects in Norway, higher trade receivables in construction operations and the acquisition of businesses.
In line with Veidekke's dividend policy and as a result of its strong financial position, the Board proposes an ordinary dividend of NOK 5.0 per share for the 2017 financial year. This corresponds to a dividend pay-out ratio of 61% (IFRS).
1) Veidekke's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), meaning residential projects are not recognised until they are handed over to the customer. In the segment accounts, projects under construction are accounted for using the stage of completion method, which is regarded as providing a more accurate picture of the company's earnings. Unless otherwise stated, all figures in the annual report are from the segment accounts.
Veidekke's 2017 profit before tax in accordance with IFRS was NOK 1,259 million. The difference in relation to the segment accounts is an effect of the fact that the increase in residential production is greater than the value of the residential units that have been completed and handed over (see note 2).
| NOK million | 2017 | 20161) | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 25 804 | 24 629 | 19 795 | 18 502 | 16 968 |
| Profit before tax | 759 | 804 | 644 | 549 | 446 |
| Profit margin % | 2.9 | 3.3 | 3.3 | 3.0 | 2.6 |
| Order backlog | 31 601 | 23 368 | 23 686 | 15 810 | 16 728 |
1) The profit for 2016 includes a non-recurring effect as a result of changes to the disability pension in Norway of NOK 81 million.
Revenue from Veidekke's construction operations amounted to NOK 25.8 billion, a 5% increase from 2016. Profit before tax increased to NOK 759 million from NOK 723 million in 2016. The revenue growth and profit improvement are attributable to the operations in Sweden and Denmark, primarily as a result of increased volumes in the Swedish civil engineering operations and the Danish building construction operations. Construction operations in Norway achieved a lower profit than last year, primarily as a result of the weak market in southern and western Norway. The profit margin before tax was 2.9% in 2017, compared with 3.3% in 2016. Construction operations had an order backlog of NOK 31.6 billion at yearend, which is an increase of 35% from the end of 2016. Total order intake in 2017 was NOK 34.3 billion.
| NOK million | 2017 | 20161) | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 14 850 | 15 096 | 12 031 | 11 878 | 12 132 |
| Profit before tax | 452 | 596 | 493 | 423 | 360 |
| Profit margin % | 3.0 | 4.0 | 4.1 | 3.6 | 3.0 |
| Order backlog | 19 521 | 14 408 | 15 195 | 10 437 | 10 768 |
1) The profit for 2016 includes a non-recurring effect as a result of changes to the disability pension in Norway of NOK 81 million.
The activity level in the construction and civil engineering market remained high in Norway in 2017, with estimated growth of 7% from the previous year. Residential production has been high throughout 2017, despite a slowdown in the housing market in the second half of the year. There has been good growth in the market for commercial buildings.
However, there are major regional variations in the building construction market, with significantly lower activity in southern and western Norway than in other parts of the country. There is a high level of activity in the civil engineering market as a result of high investments in infrastructure.
Revenue for the full year 2017 amounted to NOK 14.8 billion, compared with NOK 15.1 billion in 2016. The total revenue in building construction operations was somewhat lower than last year. There are clear regional variations in activity levels, with growth in eastern Norway and a decline in southern and western Norway. Revenue in the nationwide civil engineering operations was slightly lower than in 2016.
Profit before tax was NOK 452 million in 2017, compared with NOK 515 million the previous year. The profit margin was 3.0%, compared with 3.4% in 2016. Building Construction had good profitability in the operations in eastern Norway and central Norway, but the combined profit was dragged down by the operations in southern and western Norway. Profitability in the civil engineering operations rose in 2016, but the profit is still marked by high capacity and supply costs and weak profitability in parts of the project portfolio. In 2017 several measures were implemented to improve profitability in Civil Engineering and in the building construction operations in southern and western Norway.
At the end of 2017 this business area had an order backlog of NOK 19.5 billion, compared with NOK 14.4 billion at the beginning of the year. The overall level of orders was strengthened significantly in all parts of the business area in 2017. At the close of 2017 the order backlog consisted of roughly 70% building construction projects and 30% civil engineering projects.
Construction Norway completed one acquisition in 2017: in the fourth quarter, Veidekke Entreprenør purchased 70% of the shares in Båsum Boring AS. This acquisition will strengthen Veidekke's capacity within foundation work. Båsum Boring has 70 employees and an annual revenue of approximately NOK 140 million.
In February 2018, Veidekke Entreprenør concluded the agreement to acquire 80% of the shares in Grande Entreprenør AS, which is the leading building construction company in Nord-Trøndelag. The company has annual revenue of NOK 550 million and 200 employees.
| NOK million | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 8 810 | 7 819 | 6 156 | 4 804 | 3 499 |
| Profit before tax | 170 | 102 | 56 | 19 | 11 |
| Profit margin % | 1.9 | 1.3 | 0.9 | 0.4 | 0.3 |
| Order backlog | 10 705 | 7 698 | 7 160 | 4 164 | 4 250 |
There was strong growth in the Swedish construction and civil engineering market in 2017, largely driven by high demand for new homes. After a weakening in the residential market in the second half of the year, growth in this segment is starting to slow down. There was high activity within both commercial and public buildings and in the civil engineering market throughout the year, contributing to a positive development in the combined construction and civil engineering market in 2017.
Revenue for the full year 2017 amounted to NOK 8.8 billion, compared with NOK 7.8 billion in 2016. The increase was in civil engineering operations, while revenue from building construction operations was on par with the previous year.
Profit before tax increased to NOK 170 million from NOK 102 million in 2016. The profit margin was 1.9%, compared with 1.3% in 2016. The profit growth is attributable to Civil Engineering and was driven by increased activity and improved margins. Building Construction's profit was weak and was marked by low profitability in residential production. Organisational measures have been implemented in Building Construction to improve profitability.
The order backlog increased by 32% measured in local currency and was NOK 10.7 billion at year-end, compared with NOK 7.7 billion at the end of 2016. The order backlog consisted of 80% building construction projects and 20% civil engineering projects.
| NOK million | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 2 144 | 1 713 | 1 608 | 1 820 | 1 336 |
| Profit before tax | 137 | 105 | 96 | 108 | 74 |
| Profit margin % | 6.4 | 6.2 | 6.0 | 5.9 | 5.6 |
| Order backlog | 1 375 | 1 262 | 1 331 | 1 209 | 1 709 |
The building construction market in Denmark grew in 2017. There was growth in demand for new homes and public and commercial buildings, and public investment is at a relatively high level.
Veidekke's Danish construction company, Hoffmann A/S, had revenue of NOK 2.1 billion in 2017, a 25% increase from 2016 measured in local currency. The increase is attributed to higher activity in building construction operations in Copenhagen and within technical installations.
Profit before tax amounted to NOK 137 million, up from NOK 105 million in 2016. The profit margin before tax rose to 6.4% from 6.2% in 2016. The residential project Central House in Copenhagen and good profitability in the project portfolio contributed to a strong performance and high profitability.
At year-end Hoffmann had an order backlog of NOK 1.4 billion, compared with NOK 1.3 billion at the end of 2016.
| NOK million | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 3 456 | 3 202 | 2 126 | 2 276 | 1 783 |
| Profit before tax | 549 | 567 | 306 | 280 | 221 |
| No. of units under construction 1) 2) |
2 620 | 2 422 | 1 739 | 1 149 | 1 417 |
| No. of units sold 1) | 979 | 1 397 | 1 416 | 770 | 689 |
1) A significant portion of Veidekke's property development operations take place in joint ventures, particularly in the Norwegian operations. The figures in the table illustrate Veidekke's share.
2) Includes 115 residential units in an own-account project in Denmark in 2016 and 2017. The project is reported in the accounts under Construction Denmark.
The property development market slowed down significantly in the second half of 2017. There was a decline in residential sales in both Norway and Sweden, most markedly in Oslo and Stockholm. Veidekke sold fewer homes in 2017 than the previous year, as a result of both the weakened market and the fact that there were fewer units available for sale. A lower sales rate means it takes longer from a project being released for sale until the start of construction than it did a year ago. Residential production remained high throughout the year.
The close collaboration between Veidekke's property development and construction operations is key to good project execution. Involving the contractor from the earliest stages, such as acquisition of sites and concept design, allows early identification of risk factors and possibilities. Veidekke's construction operations build most of the residential projects developed by Property Development. In 2017 Property Development provided Construction with residential projects with a combined contract value of NOK 3.6 billion, on par with in 2016.
Revenue from property development operations rose to NOK 3.5 billion in 2017, from NOK 3.2 billion in 2016. Profit before tax was NOK 549 million, compared with NOK 567 million in 2016. The contribution from residential production increased, while development gains amounted to NOK 44 million, compared with NOK 114 million in 2016.
Veidekke strengthened its land bank during the year with the purchase of several sites in the main growth areas. At yearend Veidekke had a total land bank that is expected to yield 17,450 residential units, of which Veidekke's share is 14,050. By comparison, in 2016 the land bank consisted of 16,750 units, of which Veidekke's share was 13,550.
Invested capital was NOK 4.2 billion at the end of 2017. Property Development's profitability is measured by return on invested capital, which was 17.6% for 2017, compared with 21.4% the previous year.
| NOK million | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 610 | 338 | 413 | 747 | 1 070 |
| Profit before tax | 146 | 149 | 146 | 175 | 170 |
| No. of units under construction 1) |
557 | 600 | 541 | 399 | 749 |
| No. of units sold 1) | 304 | 433 | 406 | 246 | 307 |
1) Veidekke's share.
Veidekke sold fewer residential units in Norway in 2017 than in the previous year. A total of 493 units were sold, including jointly-owned projects, compared with 806 units in the previous year. Veidekke's share of the sales in 2017 was 304 units. The decline in residential sales is due to both lower demand in the second half of the year, especially in Oslo, and the fact that there were few units available for sale. In 2017 construction started on 320 residential units, compared with 342 in 2016.
Revenue for 2017 totalled NOK 610 million, compared with NOK 338 million the previous year. Most of the residential projects are carried out in joint ventures, meaning they do not generate accounting revenue in Veidekke's consolidated financial statements. The proportion of projects carried out as own-account projects increased in 2017, contributing to the revenue growth compared with 2016.
Profit before tax amounted to NOK 146 million in 2017, compared with NOK 149 million in 2016. The contribution from projects under construction increased in 2017, while property development gains from the sale of sites and shares in residential projects amounted to NOK 38 million, compared with NOK 49 million in 2016. Profit from joint ventures has already been taxed, and the profit adjusted for tax in joint ventures was NOK 197 million in 2017, compared with NOK 209 million in 2016.
Veidekke's share of the residential production was 557 units at the end of 2017, compared with 600 units the previous year. The sales ratio for residential units under construction was 80%, compared with 86% the previous year. At year-end Veidekke's share of unsold, completed units was 19, compared with 16 in 2016. At the close of 2017, Property Development Norway had a land bank equivalent to approximately 7,700 residential units, of which Veidekke's share was 5,300 in 40 projects.
Invested capital amounted to NOK 3.2 billion at the end of 2017. Return on invested capital for the year was 9.2%, compared with 12.1% in 2016. The return has been adjusted for taxes in joint ventures.
| NOK million | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 2 845 | 2 864 | 1 712 | 1 529 | 713 |
| Profit before tax | 404 | 418 | 159 | 105 | 50 |
| No. of units under construction 1) |
1 948 | 1 707 | 1 198 | 750 | 720 |
| No. of units sold 1) | 645 | 889 | 1 010 | 536 | 382 |
1) Veidekke's share.
Property Development Sweden sold 722 units in 2017, including joint venture projects, compared with 989 units in 2016. Veidekke's share of the residential sales in 2017 was 645 units. The decline is due to the slowdown in the residential market, especially in Stockholm, in the second half of 2017, and the fact that fewer units were available for sale. High residential sales in 2016 and the start of 2017 resulted in the start-up of construction on 1,054 residential units, compared with 948 in 2016.
Revenue was NOK 2.8 billion in 2017, on par with the previous year. Most of the projects are carried out as own-account projects.
Profit before tax was NOK 404 million, compared with NOK 418 million in 2016. The contribution from residential production increased in 2017, while development gains amounted to NOK 6 million, compared with NOK 65 million in 2016.
At year-end Veidekke's share of the residential production was 1,948 units, up from 1,707 at the end of 2016. The sales ratio for residential units under construction was 84%, compared with 94% in 2016. One completed residential unit was unsold at the end of the year, against four the previous year.
At year-end the Swedish property development operations had a land bank equivalent to approximately 9,700 residential units, of which Veidekke's share was 8,750 units.
Veidekke acquired 50% of the shares in the company Folkhem Trä AB in the second quarter of 2017. This company has a portfolio of sites of approximately 1,000 residential units in Stockholm.
Capital invested amounted to NOK 0.9 billion at the end of 2017. Return on invested capital rose to 46.9% in 2017, from 45.1% in 2016.
| NOK million | 20171) | 20162) | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 4 761 | 4 162 | 4 033 | 4 127 | 3 476 |
| Profit before tax | 206 | 136 | 190 | 210 | 158 |
| Ordrereserve | 960 | 1 035 | 1 128 | 1 274 | 1 217 |
1) The profit for 2017 includes a NOK 70 million property development gain from the sale of land.
2) The profit for 2016 includes a non-recurring effect as a result of changes to the disability pension in Norway of NOK 19 million.
Veidekke's industrial operations had good market conditions in 2017 as a result of high public funding for the maintenance of the road network and high demand in the private market. Revenue increased by 14% to NOK 4.8 billion from NOK 4.2 billion in 2016, with most of this increase attributable to Asphalt.
Profit before tax amounted to NOK 206 million, up from NOK 117 million the previous year. The profit margin was 4.3%, compared with 2.8% the previous year. The profit included a development gain of NOK 70 million from the sale of land at Gardermoen, where Veidekke previously had aggregate operations. Together with partners, Veidekke's property development business area will develop a total area of 40 hectares for commercial use.
Asphalt had revenue of NOK 3,040 million in 2017, a 25% increase compared with 2016. Veidekke produced a total of 2.9 million tonnes of asphalt in 2017. Profit before tax was NOK 133 million, compared with NOK 156 million in 2016. The decrease is primarily related to lower prices in parts of the market, higher raw material costs and increased capacity costs. Asphalt's profit margin was 4.4%, compared with 6.0% for 2016.
Road Maintenance had revenue of NOK 1,160 million in 2017, compared with NOK 1,138 million in 2016. The result for the year before tax was a loss of NOK -66 million, compared with NOK -76 million in 2016. The negative result is due to two major project write-downs, low profitability in parts of the project portfolio, and costs associated with restructuring of the business area. The restructuring process is proceeding as planned. The project portfolio consisted of 21 contracts at year-end.
Aggregates had a turnover of NOK 582 million in 2017, an increase of 6% from 2016. This business unit is the market leader in Norway and delivered 8.4 million tonnes of crushed stone materials during the year. Profitability in this business unit is good. Profit before tax was NOK 69 million, compared with NOK 56 million in 2016. The profit margin was 11.9%, compared with 9.7% in 2016.
Other operations consist of unallocated costs associated with the Group's corporate administration and financial management, the Group's ownership role in Public–Private Partnerships (PPP), and the elimination of intra-group profits. This unit posted a result of NOK -73 million for 2017, compared with NOK -47 million in 2016. The result for 2016 included a major gain from the sale of shares in two PPP projects.
Veidekke is a leading Scandinavian construction and property development company. This requires the company to have operations in all the growth areas in Scandinavia and be a leader in terms of profitability and size in its local markets. Veidekke's position as a leading Scandinavian player is supported by the businesses' targeted work to ensure good, safe operations, development of value-creating partnerships, and individual and collective expertise and skills.
In keeping with the company's growth ambitions, Veidekke has acquired companies and invested in sites for development in recent years. In 2017 Veidekke acquired 70% of the shares in Båsum Boring AS in Norway and the remaining shares in the two subsidiaries Asfaltverket i Mo and Kynningsrud Fundamentering.
Strategic financial goals have been defined for Veidekke's three business areas. The goals for the business areas Construction and Industrial are a profit margin before tax of 5% and 6.5% respectively, and the goal for Property Development is a 15% return on invested capital. In 2017 Construction had a profit margin before tax of 2.9%, while Industrial's profit margin was 4.3%. Property Development achieved a return on invested capital of 17.6% in 2017.
Veidekke aims to provide its shareholders with competitive returns on their investment through a combination of dividends and returns on the share. Dividends shall constitute at least 50% of the annual profit. The direct return to the shareholders was 5.0% in 2017, while the total return was -21.3%. By comparison, the return on the Oslo Stock Exchange was 19.1%. The Board proposes a dividend for the 2017 financial year of NOK 5.0 per share, which corresponds to a pay-out ratio of 61% (IFRS). This is NOK 0.5 per share higher than the dividend for the previous year.
Veidekke shall be a safe workplace and therefore has a long-term goal of zero serious injuries. In addition, the total number of injuries is to be reduced by 20% a year. The number of serious injuries in the Group was reduced by 46% in 2017, while the total number of injuries was reduced by 23%.
Veidekke creates good solutions and results by actively involving its customers and suppliers. This approach promotes good, safe operations, continuous learning and improvements. The participative approach also helps foster loyalty and commitment, as well as contributing to job satisfaction among the employees and a stable workforce for the company. A key element of Veidekke's corporate philosophy to ensure competitiveness and further growth is value-creating partnerships with customers and suppliers.
As a competence-based company, Veidekke's employees are its most valuable resource. The projects that are to be built are complex, and a critical success factor is the composition of teams that make optimum use of their collective skills and identify the best solutions for the customer.
Veidekke has a good corporate reputation. In Universum's annual survey in Norway for 2017, Veidekke was once again voted the industry's most attractive employer among young engineers. In the corresponding survey in Sweden, Veidekke was voted climber of the year among engineering students.
At the end of 2017, the Group had 7,736 permanent employees and a net increase of almost 4.5% during the year. 1,191 new employees joined Veidekke in 2017. Most were recruited, but roughly 5% joined the Group as a result of acquisitions in Norway. Employee turnover in the Group was 10.8%.
| Skilled workers | Administrative staff |
Total | |
|---|---|---|---|
| Norge | 3 074 (2 977) | 2 257 (2 195) | 5 331 (5 172) |
| Sverige | 684 (663) | 1 179 (1 051) | 1 863 (1 714) |
| Danmark | 315 (295) | 227 (218) | 542 (513) |
| Sum | 4 073 (3 935) | 3 663 (3 464) | 7 736 (7 399) |
Last year's figures in brackets.
Developing and refining management capacity and specialist expertise are high-priority tasks at Veidekke. The building and civil engineering projects are the company's main arena for professional development, and through exposure to new tasks and challenges, the employees gain increased competencies and new skills.
Professional development is also supported by Veidekke's in-house training and seminars run by the Veidekke School, which offers a variety of courses in areas such as: project management, new technology, finance, contract law, energy and the environment, occupational health and safety, regulatory compliance, and management development. In addition, Veidekke has various internal specialist networks to ensure the exchange of experience and development in important disciplines and product areas.
Veidekke aims to be ahead of the game in terms of solutions and technology and has collaborated with leading research groups at universities, technical colleges and colleges for several years. These collaboration projects focus on areas such as professional development and training in the use of digital tools, such as building information modelling (BIM) and Virtual Design and Construction (VDC), project steering methods and project management. Collaboration provides valuable knowledge and expertise, which are important to develop good products, ensure good, efficient project execution, retain and attract qualified employees, and be among the leading players in priority fields.
Veidekke pursues a strategy of educating a substantial share of its skilled workers itself and has a fixed base of trained employees with competencies in a wide range of disciplines. The company also offers apprenticeships in these disciplines. Veidekke has a long and proud tradition as an apprenticeship company. Apprentices who pass the trade examination qualify for full employment in the company on completion of their apprenticeship. In 2017 Veidekke had 292 apprentices, representing a total increase of nearly 26%. In recent years, fewer young people have chosen a vocational education. This
is a challenge for the entire industry, and Veidekke therefore supports industry initiatives to increase recruitment. In the last few years campaigns have been carried out on social media to attract young people to the building and construction trade and training as a skilled worker. Veidekke uses social media actively, both for recruitment purposes and as a channel for promoting the industry.
Veidekke's two-year trainee programme is an important tool to recruit recently qualified engineers, graduate engineers, business administration graduates and other administrative staff into the organisation. In order to provide candidates with a solid experience platform, practical work in the projects is combined with theoretical training. The trainee programme is a good recruitment base for executive positions. Many of Veidekke's senior executives joined the company as trainees. At the end of the year, the Group had a total of 134 trainees, an increase of almost 13% from 2016.
Veidekke aims to be a workplace where everyone feels respected and where each individual's competencies are used in interaction with others. The company is working to create an inclusive, inspiring working environment, characterised by mutual respect and equality. There is zero tolerance for harassment and behaviour that can be perceived as threatening or demeaning. Veidekke's ethical guidelines encourage employees to report any actions that may be contrary to legislation, rules or internal procedures. Procedures have been developed for reporting irregular activities («whistle-blowing»), and such matters can be reported internally or externally.
Increasing diversity in the workforce is a priority focus area. Performing demanding tasks using a wide spectrum of competencies and approaches by colleagues with different backgrounds and perspectives will foster innovation and ensure better solutions for customers. The proportion of women in the construction and civil engineering industry is low. In Veidekke 12% of the employees are women, broken down into 23% among the administrative staff and 2% among the skilled workers. In 2017 the company adopted a diversity policy to help improve the gender balance in the workforce, and Veidekke has set clear goals for increasing the proportion of women in the company and the number of women in executive positions by 2020.
There were no changes in Veidekke's corporate management in 2017, which comprises the President and CEO, three executive vice presidents for the business areas and three executive vice presidents for central staff functions. Veidekke's corporate management is presented on pages 24–25.
The construction and civil engineering industry is associated with considerable risk, and as a major player in the industry, Veidekke wants to champion good occupational health and safety work. Everyone's health and safety are to be safeguarded at all Veidekke's workplaces. The Group's goal is zero serious injuries and an annual reduction in the total number of injuries of 20%.
Occupational health and safety work is an integral part of the daily operations, and the company has worked systematically over time to ensure constant improvements, with a particular focus on good planning, safe production, use of the right equipment, competent management and a good safety culture in general. The project "Everyone's Experience, Shared Learning" was an important part of our safety work in 2017. The aim of this project is to establish systems and processes for the exchange of experience within the organisation.
In April 2017 an employee of one of our subcontractors died while working on one of Veidekke's projects in Norway. After the accident Veidekke initiated a comprehensive internal survey in collaboration with the customer and subcontractors on the project, and six concrete measures were implemented. With a view to enabling contracting clients and other players in the industry to also learn from this accident, the results of the survey were presented at a conference in January 2018.
In 2017 Veidekke registered a 46% decrease in the number of serious injuries and a 23% decrease in the total number of injuries. Decreases were registered for own employees, contract workers and subcontractors, compared with 2016.
Veidekke attaches great importance to preventing sickness absence. Construction workers are prone to strains through heavy physical labour. Musculoskeletal disorders are the main cause of long-term sickness absence in Veidekke. The company attaches importance to prevention of sickness absence and has implemented a variety of measures. For example, the company's apprentices are followed up through a special collaboration with the elite sports training organisation Olympiatoppen that includes seminars on a range of different topics and lending of equipment for preventative training. Veidekke has good sick leave routines with close follow-up of employees on sick leave, and special arrangements are made to enable employees on sick leave to return to work promptly. Sickness absence in 2017 was 4.0%, up from 3.7% in 2016. The rates for the individual countries were: Norway 4.3% (3.9%), Sweden 3.7% (3.9%) and Denmark 1.7% (1.6 %). Sickness absence is low and below the industry average. Annual working environment surveys indicate a high level of job satisfaction among the employees.
Each year Veidekke arranges a Safety Week to highlight the work on safety. The topic of this year's Safety Week was a continuation of last year's topic "Get involved – report", with
At the end of 2017, Veidekke's lost-time injury (LTI) rate (number of injuries with absence per million hours worked) was 4.2, down from 4.5 for 2016.
the aim of nurturing a culture where the employees look out for each other and assume responsibility for their own safety and that of their colleagues. All Veidekke's projects focused on this topic through a wide range of activities throughout the week. Each year Veidekke awards a special Health and Safety Award to a project or initiative that has excelled in the area of safety. The 2017 award went to the civil engineering project that is building the national highway E134 Damåsen–Tislegård at Kongsberg. Thorough risk analyses, extra safety measures and campaigns to raise awareness and promote responsibility have resulted in an excellent safety record, as confirmed by 30 consecutive production months without any lost-time injuries.
Veidekke wants to be an advocate for sustainability in the industry, in interaction with our customers, suppliers and the authorities. The construction and civil engineering industry has significant impacts on the climate and the natural environment, and all players have a responsibility to minimise their consumption of energy and natural resources and reduce their greenhouse gas emissions and waste volumes. Targeted work with this challenge has yielded results and also helps strengthen Veidekke's competitiveness.
Society expects companies to implement targeted environmental measures. Governments are tightening the requirements regarding energy consumption in buildings. Veidekke's customers are becoming increasingly environmentally aware and are requesting energy and environmental classification of buildings. Investors are also setting requirements regarding environmental measures, including through the annual Carbon Disclosure Project (CDP) survey, which monitors large companies' greenhouse gas emissions and their strategies to reduce them. Veidekke's score in 2017 was A-, which is the best in the industry in the Nordic countries.
Veidekke has committed to running the business in accordance with the United Nations' two-degree target and is aiming to reduce its own greenhouse gas emissions by 50% by 2030 and 90% by 2050. Reductions will be achieved by switching energy carriers, improving efficiency, innovation and technological developments. In keeping with the Group's environmental ambitions, Veidekke's business areas all contribute to reducing the company's environmental impact in varying ways. As a result of the increase in activity levels in Veidekke's industrial and civil engineering operations, the overall carbon emissions from own operations increased in 2017. Veidekke's work related to the external environment is discussed in more detail in the company's Sustainability Report.
Each year Veidekke's Scandinavian Environmental Award is awarded to a unit, group or project that demonstrates a special commitment to the environment. The Award for 2017 went to Horten Upper Secondary School, which is being built in accordance with BREEAM-NOR Outstanding, will be an energy-positive building, and with a 40% reduction in greenhouse gases compared with reference buildings. The project is being carried out as a fossil-free construction site.
Good corporate governance is the responsibility of the Board of Directors. Veidekke reports in accordance with the most recent version of the Norwegian Code of Practice for Corporate Governance, dated 30 October 2014. Good corporate governance is discussed in more detail in the statement on page 118 in this report. This statement will be considered at the Annual General Meeting on 2 May 2018.
The Board has appointed a Remuneration Committee that, within the Board's mandate, prepares matters and proposals for all significant matters relating to the salary and other remuneration of the President and CEO. The Committee also advises the President and CEO on salaries and compensation schemes for the other members of the corporate management.
The Board of Veidekke prepares a declaration on the principles for determining salaries and other remuneration for senior executives in accordance with section 6-16a of the Norwegian Public Limited Companies Act. The declaration will be presented and processed at the Annual General Meeting on 2 May 2018.
For more information on salaries and remuneration of senior executives, see note 30 in this report.
A total of 31.2 million Veidekke shares were traded on the Oslo Stock Exchange in 2017, representing a turnover rate of 23.3%. During the year, the share price ranged between NOK 83.50 and NOK 128.00. The return for the year including dividends was -21.3%. By comparison, the Oslo Stock Exchange Benchmark Index had a return of 19.1%. All Veidekke shares are freely transferable, cf. section 5-8a of the Securities Trading Act.
At year-end Veidekke had 11,007 shareholders. The largest shareholders in the company were OBOS BBL (17.8%), Folketrygdfondet (11.5%) and IF Skadeförsäkring AB (6.9%). Foreign ownership was 22.4% (26.7%).
In line with Veidekke's strategy to foster employee loyalty through co-ownership of the company, discount sales of shares to employees were carried out in spring and autumn 2017. The shares have a lock-in period of two to three years. After this year's sales, 3,892 employees own a combined total of 20.2 million Veidekke shares. This means that together 50.3% of the employees own 15.1% of the company.
The Board proposes a dividend of NOK 5.0 per share for the 2017 financial year. This proposal is in line with Veidekke's dividend policy and the goal of providing the shareholders with a competitive return on their investment.
There is a more detailed account of shareholder information and the stock market on page 128 of this report.
Veidekke aims to maintain a strong financial position. This requires good operational management, low financial risk exposure and sound management of the parameters that influence the company's financial risk. Financial development is an integral part of the Group's strategy process, and the Group provides guidelines for the management of financial risk in its financial policy.
The Group has a solid financial position. Net interest-bearing liabilities amounted to NOK 764 million at the close of 2017. By comparison, the company had no net interest-bearing debt at year-end 2016. The increase is primarily attributable to increased investments in property development operations. Cash flow from operating activities amounted to NOK 702 million in 2017, compared with NOK 1.9 billion in 2016.
The Group's total assets increased to NOK 20.4 billion, from NOK 17.4 billion the previous year, and most of the increase is related to property development operations. Total equity was NOK 3.8 billion (NOK 3.5 billion), corresponding to an equity ratio of 18.8% (19.9%). Capital invested in property development operations amounted to NOK 4.2 billion, up from NOK 3.1 billion in 2016.
Total investments in operating equipment amounted to NOK 769 million, compared with NOK 718 million in 2016. The increase in investments is a consequence of higher activity in the Group. Non-current assets totalling NOK 154 million were sold. Acquisition investments amounted to approximately NOK 257 million net in 2017 linked to the purchase of shares in Båsum Boring AS in Norway and Brinkab Förvaltning AB in Sweden, and the purchase of the remaining shares in the subsidiaries Asfaltverket i Mo and Kynningsrud Fundamentering.
Managing risk is an integral part of Veidekke's operations, which largely consist of individual projects. Veidekke seeks to identify risk at an early stage in order to be able to take the appropriate steps. Risk may be related to operational activities, market risk and financial risk.
The projects vary greatly in terms of complexity, size, duration and risk, making it crucial that all parts of the organisation manage risk systematically. In the projects, risk is analysed and assessed at the tendering stage and monitored closely throughout the execution phase.
Some contracts have very complex terms, allowing room for different interpretations of what constitutes proper fulfilment of the contract. As a result, disagreement may arise about the final settlement between the contractor and the contracting client. This applies to infrastructure projects in particular. At year-end Veidekke had several unresolved final settlements related to infrastructure projects, where outstanding claims after deductions for recognised provisions and uncertain project revenues were in the range of NOK 400 million as at December 2017. The outcome of these kinds of disputes, positive or negative, may have an impact on the profit.
Correct expertise is a critical success factor to obtain new, profitable projects and to ensure good project execution. Access to qualified employees is essential for the company's ability to achieve its business objectives, and to ensure that the Group has good and up-to-date expertise, Veidekke invests significant resources in professional development for employees, through both practice and internal courses and training programmes.
Veidekke's earnings are sensitive to fluctuations in macroeconomic factors that affect demand from the private market. The residential market is particularly sensitive to cyclical fluctuations, and earnings in Property Development are closely related to new project start-ups. To reduce the risk associated with unsold projects, Veidekke will not, as a general principle, initiate new residential projects until a sales ratio of 50% has been achieved. Consequently, slow residential sales may delay residential projects. At 31 December 2017 the sales ratio for residential units under construction was 83%.
Veidekke is primarily exposed to financial risks related to trade receivables, liquidity and interest-bearing liabilities.
Credit risk is the risk of financial losses due to the inability of a customer or the counterparty of a financial instrument to fulfil their contractual obligations. The Group's credit risk is mainly related to the settlement of receivables, with the largest risk linked to the Group's trade receivables. The credit risk from trade receivables is linked to the customer's ability to pay, not the customer's willingness to pay (project risk). A high proportion of public customers helps reduce credit risk. Credit risk is managed through the contracts with the contracting client and good credit follow-up routines.
Liquidity risk is the risk that Veidekke will not be able to fulfil its payment obligations when they fall due. Good liquidity is an important prerequisite to profitability in Veidekke and the company's ability to invest and take risks in capital-intensive activities. Liquidity risk management is included in the objective of financial flexibility and has high priority. Management, measurement and control of liquidity are carried out from the project level and on through all the levels of the organisation.
Veidekke is somewhat exposed to currency risk through the procurement of building materials and bitumen for asphalt production. Veidekke has little hedging of input factors for use in production, and then only after an order has been placed. Any substantial currency risks that arise are hedged through forward exchange contracts or similar arrangements.
Veidekke's interest rate risk is linked to the Group's portfolio of debt and is managed at the group level. The various business areas are exposed to interest rate risk, and in some partly-owned companies, interest derivatives are used to reduce considerable long-term interest risk. Historically the Group has used interest rate derivatives to some extent to reduce fluctuations in profit figures arising from changes in interest rate levels, i.e. interest rate swaps as cash flow hedges of loans.
For a more detailed presentation of the company's financial risk, see note 29 in this report.
Growth in the Norwegian economy was 1.9% in 2017,
compared with 1% growth the previous year. Although the Norwegian economy in general is improving, the outlook for the Norwegian construction and civil engineering market is a downturn in 2018 after several years of growth. Production in the construction and civil engineering market increased by 9% in 2017, with the bulk of the growth in residential production and civil engineering. However, the residential market slowed down in 2017, following strong growth in 2016. Falling resale housing prices combined with a decline in sales of new homes will lead to fewer housing starts and subsequently lower production in 2018–2019. However, the turnover in the resale market has remained high in 2017, testifying to a well-functioning market. In the non-residential market, the outlook is a positive development in commercial buildings and a decline in public buildings in 2018, and the inverse in 2019. Continued high growth is expected in the civil engineering market in both 2018 and 2019.
The Swedish economy is continuing to develop strongly, but GDP growth decreased to 2.5% in 2017 from 3.2% the previous year. The Swedish construction and civil engineering market grew by 12% in 2017, mainly driven by new residential production, but all segments contributed with strong growth. A much more moderate growth rate of 5% is expected for 2018. As is the case in Norway, resale housing prices in Sweden started falling in the autumn, after a long period of growth. In addition, it was decided that mortgage requirements would be further tightened, creating increased uncertainty about residential demand in 2018. However, turnover remains high in the resale market, which is positive. The demand for public and commercial buildings and civil engineering projects looks strong for both 2018 and 2019, driven by a high and increasing level of investment, especially in the public sector.
In Denmark GDP growth is expected to end at approximately 2.0% for 2017, the same as in the previous year. Growth in the construction and civil engineering market was 7% in 2017, mainly driven by a very good residential market and increased investments in the commercial and public building segments. For the civil engineering market, 2017 was a turning point, with a strong negative development, partly driven by significant overcapacity. Increased investments are expected in the construction and civil engineering market for 2018, and the Copenhagen region and Århus will continue to develop more strongly than other parts of the country.
No events have occurred after the balance sheet date that have any significant effect on the submitted accounts.
The primary task of the parent company Veidekke ASA is to exercise ownership over the operative entities in the Group. The company has 43 (45) employees, of whom 20 (20) are women. Veidekke ASA's accounts are prepared in compliance with NGAAP (Norwegian accounting rules).
Veidekke ASA performs a number of group functions for the subsidiaries, including services related to financial management, IT infrastructure, insurance schemes, communication and public relations. Veidekke ASA invoices each of the subsidiaries for these services.
Veidekke ASA had operating revenue of NOK 107 million (NOK 108 million). The company's operating result was a loss of NOK -92 million (NOK -90 million). Dividends and group contributions from subsidiaries totalled NOK 778 million (NOK 835 million).
The Board proposes an ordinary dividend of NOK 5.0 per share for the 2017 financial year. This corresponds to a payout ratio of 61% (IFRS), which is in line with the dividend policy of a minimum of 50% of earnings per share. The
parent company, Veidekke ASA, reported a profit for the year of NOK 815 million (NOK 684 million). At the Annual General Meeting on 2 May 2018, the Board will propose that the profit be distributed as follows:
| NOK million | |
|---|---|
| Allocated to dividend | 669 |
| ransferred to other equity | 147 |
| Profit for the year | 815 |
In accordance with section 3-3a of the Norwegian Accounting Act, the Board confirms that the company is a going concern. The financial statements for 2017 have been prepared on the basis of this assumption. A statement on corporate governance has been prepared in accordance with section 3-3b of the Norwegian Accounting Act. This statement is included in this report as a separate document.
An account of Veidekke's corporate social responsibility work has been prepared in accordance with section 3-3c of the Norwegian Accounting Act. Reference is made to Veidekke's Sustainability Report for 2017.
Oslo, 22 March 2018 The Board of Directors
Martin Mæland Chair
Deputy chair
Per Otto Dyb Gro Bakstad Ingalill Berglund Ann-Christin Andersen
Hans von Uthmann Ingolv Høyland Inge Ramsdal Odd Andre Olsen Arve Fludal
Arne Giske
President and CEO
| Figures in NOK million | Note | 2017 | 2016 |
|---|---|---|---|
| Revenue | 2, 3, 7, 31, 33 | 30 281 | 28 613 |
| Subcontractors | -15 009 | -14 430 | |
| Cost of materials | -4 008 | -3 939 | |
| Personnel expenses | 4, 5, 21, 30 | -6 319 | -5 838 |
| Other operating expenses | -3 503 | -3 077 | |
| Depreciation | 10, 11 | -524 | -466 |
| Operating expenses | -29 363 | -27 750 | |
| Share of net income from joint ventures | 13, 33 | 334 | 190 |
| Operating profit | 1 252 | 1 053 | |
| Financial income | 6, 29 | 67 | 98 |
| Financial costs | 6, 29 | -60 | -60 |
| Profit before tax | 1 259 | 1 092 | |
| Income tax expense | 22 | -140 | -170 |
| Profit for the year | 1 119 | 922 | |
| PROFIT FOR THE YEAR ATTRIBUTABLE TO | |||
| Equity holders of Veidekke ASA | 1 092 | 887 | |
| Non-controlling interests | 27 | 35 | |
| Total | 1 119 | 922 | |
| Earnings per share (NOK) (ordinary / diluted) | 8 | 8.2 | 6.6 |
| Figures in NOK million | Note | 2017 | 2016 |
|---|---|---|---|
| Profit for the year | 1 119 | 922 | |
| Revaluations of pensions after tax | 21, 22 | -72 | 4 |
| Net items that will not be reclassified subsequently to profit or loss | -72 | 4 | |
| Currency translation differences | 84 | -102 | |
| Fair value adjustment of financial assets after tax | 22, 29 | -15 | 8 |
| Net items that will be reclassified subsequently to profit or loss | 69 | -93 | |
| Total other income and expenses after tax | -4 | -90 | |
| Comprehensive income | 1 116 | 832 | |
| COMPREHENSIVE INCOME ATTRIBUTABLE TO | |||
| Equity holders of Veidekke ASA | 1 086 | 801 | |
| Non-controlling interests | 29 | 31 | |
| Total | 1 116 | 832 |
| Figures in NOK million | Note | 2017 | 2016 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 9, 12 | 1 401 | 1 248 |
| Other intangible assets | 10 | 129 | 136 |
| Deferred tax assets | 22 | 55 | 65 |
| Land and buildings | 11 | 615 | 560 |
| Plant and machinery | 11 | 1 750 | 1 446 |
| Asphalt plants and quarries | 11 | 536 | 508 |
| Investments in joint ventures | 13 | 1 430 | 1 363 |
| Financial assets | 15 | 508 | 649 |
| Total non-current assets | 6 423 | 5 975 | |
| Current assets | |||
| Residential projects | 16 | 7 076 | 4 877 |
| Inventories | 17 | 518 | 455 |
| Trade receivables | 18 | 5 372 | 5 025 |
| Other receivables | 662 | 470 | |
| Cash and cash equivalents | 19 | 392 | 644 |
| Total current assets | 14 020 | 11 470 | |
| Total assets | 20 443 | 17 445 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 20 | 67 | 67 |
| Other equity | 3 600 | 3 219 | |
| Non-controlling interests | 12 | 181 | 179 |
| Total equity | 3 848 | 3 465 | |
| Non-current liabilities | |||
| Pension liabilities | 21 | 470 | 404 |
| Deferred tax liabilities | 22 | 512 | 474 |
| Bonds | 23 | - | 750 |
| Debts to credit institutions | 23 | 613 | 212 |
| Other non-current liabilities | 23 | 173 | 136 |
| Total non-current liabilities | 1 768 | 1 975 | |
| Current liabilities | |||
| Debts to credit institutions | 10 | 44 | |
| Bonds | 23 | 750 | - |
| Trade payables | 24 | 4 735 | 4 182 |
| Public duties | 811 | 656 | |
| Warranty provisions | 25 | 975 | 915 |
| Taxes payable | 22 | 75 | 128 |
| Other current liabilites | 24 | 7 471 | 6 080 |
| Total current liabilities | 14 827 | 12 005 | |
| Total equity and liabilities | 20 443 | 17 445 |
| EQUITY HOLDERS OF VEIDEKKE ASA | MINORITY | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Figures in NOK million | Note | Share capital |
Other paid-in capital 1) |
Reevalu ation of pensions |
Currency translation differences |
Other retained earnings |
Fair value adjust ment 2) |
Total | Non controlling interests |
Total | |
| Equity at 01 January 2016 | 67 | 305 | 46 | 122 | 2 628 | -94 | 3 073 | 145 | 3 218 | ||
| Profit for the year | 887 | 887 | 35 | 922 | |||||||
| Other comprehensive income | 4 | -98 | 8 | -86 | -4 | -90 | |||||
| IFRS 2 - share-based transactions (employees) |
5 | -20 | -20 | -20 | |||||||
| Options - non-controlling interests | 23 | -33 | -33 | -33 | |||||||
| Additions from business acquisition - non-controlling interests |
12 | 20 | 20 | ||||||||
| Changes in non-controlling interests | -1 | -1 | |||||||||
| Dividend | 20 | -535 | -535 | -16 | -551 | ||||||
| Equity at 31 December 2016 | 67 | 305 | 50 | 24 | 2 926 | -86 | 3 286 | 179 | 3 465 | ||
| Equity at 01 January 2017 | 67 | 305 | 50 | 24 | 2 926 | -86 | 3 286 | 179 | 3 465 | ||
| Profit for the year | 1 092 | 1 092 | 27 | 1 119 | |||||||
| Other comprehensive income | -72 | 82 | -15 | -6 | 2 | -4 | |||||
| IFRS 2 - share-based transactions employees |
5 | -20 | -20 | -20 | |||||||
| Transactions, non-controlling interests |
23 | -48 | -48 | -17 | -65 | ||||||
| Options, non-controlling interests | 12 | -35 | -35 | -35 | |||||||
| Additions, aquisitions of operations, non-controlling interests |
9 | 9 | |||||||||
| Dividend | 20 | -602 | -602 | -19 | -621 | ||||||
| Equity at 31 December 2017 | 67 | 305 | -22 | 105 | 3 313 | -101 | 3 667 | 181 | 3 848 |
1) Paid-in capital over and above nominal value of shares.
2) Change in fair value of available-for-sale shares and hedging instruments that qualify for hedge accounting. See note 29 for details.
| Figures in NOK million Note |
2017 | 2016 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Profit before tax | 1 259 | 1 092 |
| Net interest items 6 |
40 | 40 |
| Tax paid 22 |
-155 | -79 |
| Depreciation, amortisation and impairments 10, 11 |
524 | 466 |
| Gains on sale of property, machinery etc. 11 |
-99 | -29 |
| Gains on sale of companies 6,14 |
-7 | -23 |
| Gain from termination of pension plan 21 |
-35 | -108 |
| Share-based transactions directly over equity 5, 22 |
-20 | -20 |
| Profit and loss items without cash effect | -295 | -127 |
| Generated from this year's activities | 1 213 | 1 212 |
| Change in residential projects 16 |
-2 018 | -1 627 |
| Change in trade receivables 18 |
-279 | -198 |
| Change in other current receivables | -227 | 7 |
| Change in trade payables etc. 24 |
531 | 364 |
| Change in other current liabilities 24 |
1 483 | 2 122 |
| Net cash flow from operating activities (A) | 702 | 1 880 |
| INVESTING ACTIVITIES | ||
| Acquisition of tangible, non-current assets 9, 10, 11 |
-769 | -718 |
| Disposal of tangible, non-current assets 11 |
154 | 59 |
| Acquisition of subsidiaries 12 |
-257 | -159 |
| Disposal of subsidiaries 14 |
15 | 47 |
| Interest received 6 |
20 | 18 |
| Investments in Public-Private Partnership projects (PPP) 14 |
-48 | -247 |
| Net cash flow other investments 15 |
92 | -1 |
| Net cash flow from investing activities (B) | -792 | -1 000 |
| FINANCING ACTIVITIES | ||
| New long-term borrowing 23 |
542 | 3 |
| Repaiment of non-current debt 23 |
- | -21 |
| New short-term borrowing | - | 1 |
| Repayment of current liabilities | -41 | - |
| Interest paid 6 |
-60 | -58 |
| Dividend paid to non-controlling interests 20 |
-19 | -16 |
| Dividend paid to equity holders of Veidekke ASA 20 |
-602 | -535 |
| Net cash flow from financing activities (C) | -179 | -627 |
| TOTAL NET CHANGE IN CASH AND CASH EQUIVALENTS (A+B+C) | -269 | 253 |
| Cash and cash equivalents at 1 January | 644 | 402 |
| Exchange rate adjustments cash and cash equivalents | 17 | -12 |
| Cash and cash equivalents at 31 December | 392 | 644 |
| Additional information: | ||
| Long-term borrowing facility | 3 600 | 3 600 |
| Used committed borrowing facilities at 31 December | 524 | - |
Veidekke is a Scandinavian construction and property development company headquartered in Oslo. The company operates nationwide in Norway and Denmark and has operations in central regions in Sweden. Veidekke ASA is listed on the Oslo Stock Exchange under the ticker symbol VEI. The company's address is Skabos vei 4, NO-0214 Oslo, Norway. The consolidated accounts were approved by the Board of Directors on 22 March 2018.
Veidekke's consolidated accounts have been prepared in accordance with EU-approved International Financial Reporting Standards (IFRS) and Interpretations, together with the disclosure requirements stipulated by the Norwegian Accounting Act. Only standards that are effective on 31 December 2017 have been applied.
The consolidated accounts have been prepared on a historical cost basis, with the exception of certain financial instruments that are measured at fair value. Transactions related to step acquisitions are measured at fair value on the transaction date if the transaction has entailed a change in control of the company.
Unless otherwise specified, all the figures in the financial statements and notes are presented in millions of Norwegian kroner. In the notes all amounts have been rounded off to the nearest million. No new accounting principles have been implemented in the presentation of the financial statements for 2017 and the accounting principles applied are therefore consistent with those applied in the previous financial year.
Veidekke's operations primarily consist of construction work. For its projects, Veidekke recognises revenue using the percentage of completion method, based on the anticipated final profit (final outcome) and stage of completion. This means that income is recognised as work progresses.
The percentage of completion method entails some uncertainty, since it is based on estimates and assessments. For projects under construction, there is uncertainty associated with the progress of ongoing work, disputes, final outcome, etc. The final profit may therefore differ from the anticipated profit. For completed projects, there is uncertainty about hidden deficiencies, including guarantee work, and the outcome of possible disputes with the client.
| Accounting items with significant estimation |
Discussed in the | ||
|---|---|---|---|
| uncertainty | Estimates / assumptions | following notes | Carrying amount |
| Trade receivables / Trade payables (creditors) / Warranty provisions |
At 31 December 2017 project assessments had been carried out for all projects, focusing on the expected earnings of the individual project on completion. The assessment is based on estimates, experience, professional judgement and interpretation of contracts. |
7, 18, 24, 25, 32 | Most of the Group's current assets and current liabilities are related to projects. |
| The revenue recognition for additional claims against the client and disputed amounts with a high level of uncertainty is based on assessments of the likely out come of the dispute. The degree of uncertainty in the estimates will affect the proportion of the claim that is recognised in the income statement. |
|||
| Goodwill | Calculation of the present value of future cash flow. The main assumption in this calculation is expected future earnings. |
9 | NOK 1 401 million (2016: NOK 1 248 million) |
| Sites under development | Valuation of the land bank is based on estimates concerning expected degree of utilisation, how long it will take to get planning permission, and thus before construction can start, and expected sales price. |
16 | NOK 3 214 million (2016: NOK 2 410 million) |
| Pension liabilities | The Group's pension liabilities are calculated by an actuary, based on a number of actuarial assumptions. |
21 | NOK 470 million (2016: NOK 404 million) |
The consolidated accounts include Veidekke ASA (the parent company) and all of its subsidiaries. The consolidated accounts show the Group's profit and financial position as if they are one legal entity and are a collective statement of all the companies in the Group. The companies' accounts are consolidated line by line. The consolidated accounts are drawn up in accordance with uniform accounting standards.
Subsidiaries are defined as companies in which Veidekke has a controlling interest. Controlling interest is normally achieved, directly or indirectly, when the Group owns more than 50% of the shares in the company, or when the Group is in a position to exercise actual control over the company. Control of a company can also be achieved through agreements or articles of association. In assessing control, currently exercisable voting rights are taken into account. In terms of accounting, "control" is defined as when one company has influence over another company, is exposed or has rights to variable returns from the company, and has the ability to affect those returns to a significant degree by using its power to control activities in the company. Group formation can be achieved by establishing new companies, by purchasing companies or through mergers. Subsidiaries are consolidated in the accounts when a controlling interest is achieved and continue to be consolidated until control ceases.
Partly owned subsidiaries are incorporated in the consolidated accounts in their entirety. The non-controlling share of the subsidiary's equity constitutes part of the Group's equity. The share of the profit attributable to non-controlling interests is included in the consolidated profit for the year. The non-controlling share of the profit and equity are presented as separate items in the accounts. When purchasing a subsidiary with non-controlling interests, 100% of the identifiable assets and liabilities are entered in the consolidated statement of financial position, whereas in terms of goodwill a decision can be made for each individual acquisition as to whether only the parent's (Veidekke's) share of goodwill is entered, or whether the non-controlling party's share of goodwill will also be recognised.
When Veidekke acquires a non-controlling interest in a subsidiary, the purchase price beyond the non-controlling party's share of the book value is recorded as a reduction in the equity of the owners of the parent company. In connection with the sale of shares in a subsidiary where the controlling interest is retained, this must be accounted for as an equity transaction. Such transactions, therefore, involve no change in goodwill or other assets or liabilities and thus are not recognised in profit and loss.
All intra-group transactions and balances are eliminated, as are intra-group profits and unrealised gains.
In connection with the purchase and sale of companies, it will normally be assessed whether the transaction is an asset transaction or a business transaction. In Veidekke's construction and industrial operations, the purchase and sale of companies will normally be treated as a business transaction. In Veidekke's property development operations, the purchase and sale of companies will normally be treated as an asset transaction. The same also applies to disposal of PPP companies (Public–Private Partnerships).
When a business is acquired in steps such that the status changes from having a non-controlling stake in the company to having a controlling stake (i.e. becoming a subsidiary), the previously held stake is valued at fair value and the gain or loss is recognised in the income statement.
The fair value of the previous non-controlling ownership interest is included in the calculation of goodwill.
When part of a subsidiary is sold such that Veidekke retains more than 50% of the shares, no gain or loss is recognised in the income statement. If the sale results in a loss of control, normally when there is a stake of 50% or lower, the gain or loss is recognised in the income statement as if the entire company had been sold. This means that the remaining ownership interest is accounted for at fair value.
In connection with step acquisitions in a company that is an asset, such that the status changes from having a non-controlling stake in a company to it becoming a subsidiary, the original cost price is allocated to the identifiable assets and liabilities based on their relative fair value on the acquisition date.
In connection with sale of shares in a subsidiary where more than 50% of the shares are retained, no gain or loss is recognised in the income statement. If the sale results in loss of control, normally when there is a stake of 50% or lower, a gain or loss is recognised in the income statement corresponding to the realised asset.
Business combinations may be achieved through the acquisition of a company's operations, the acquisition of companies, or mergers. Business combinations are accounted for using the purchase method, where identifiable assets and liabilities are valued and recognised at fair value. Identifiable assets also include intangible assets, such as patents, licences, trademarks, logos, and customer portfolios.
That part of the price that exceeds the fair value of identifiable assets and liabilities constitutes goodwill. Only acquired goodwill is recorded in the income statement, and acquisition costs are expensed. Identifiable excess value in connection with acquisitions is included in the calculation
of deferred tax, whereas no provision is made for deferred tax in the case of goodwill. The fair value of tangible assets is depreciated systematically, while goodwill and intangible assets with an undetermined lifespan are tested annually for impairment.
Conditional consideration is recognised in the statement of financial position at fair value on the acquisition date. Any subsequent changes in the conditional consideration are recognised in the income statement.
Excess value and goodwill are determined at the time of group establishment. If there are subsequent changes in ownership, the changes will not affect goodwill or identified excess value, as these are locked from the acquisition date. However, the change in ownership will affect allocations between controlling and non-controlling interests.
Veidekke is also engaged in operations with other enterprises, called joint ventures. These operations are managed through separate legal entities, which may be limited companies or general partnerships. Joint venture companies are primarily used in property development, but also for investments in PPP (Public–Private Partnership) companies. In joint ventures, joint control is exercised over the company, governed by an agreement. Joint control requires unanimity among the participants on important decisions. Veidekke uses the equity method to account for joint ventures, and the activities are included from the date that joint control of the company commences and until the joint control ceases. The accounts of joint ventures are adapted to IFRS, in keeping with Veidekke's accounting policies, before they are incorporated in Veidekke's consolidated financial statements.
Under the equity method, investments are measured as the share of the equity in the company, and the share of the profit of the associated company is recognised in the income statement. Any share of other income and expenses is included in the financial statements. When a portion of a company is acquired, the investment is reported at original cost, i.e. the share of the equity measured at fair value on the acquisition date, including goodwill. The share of the profit is recognised on a separate line under operating profit on the income statement. The investment is classified as non-current assets in the statement of financial position. Any subordinated loan is presented as part of the investment. Profit less distributions is added to the investment in the statement of financial position. When calculating the share of the profit, depreciation of the fair value of tangible assets on the acquisition date and internal gains are taken into account.
Negative equity in the company is recognised when the Group is obligated to cover such loss, or when there are agreements making it likely that Veidekke will have to inject new equity into the company.
Veidekke also runs operations along with other enterprises through working partnerships. A working partnership is a collaboration between two or more participants who undertake a construction project together, and where they share the risk in the project (profit and loss) and the participants are jointly resonsible for the working partnership's liabilities. Separate accounts are kept for working partnerships. Activities within a working partnership are often organised as a general partnership. A working partnership is a jointly controlled activity, and it is regarded as joint operations. This means that the participants control operations jointly, as laid down in an agreement, and requires unanimity on important decisions.
Veidekke has jointly controlled operating arrangements in its property development operations. This type of arrangement is used in connection with major investments in sites, as the risk is reduced when the site is purchased jointly with partners.
For working partnerships and jointly controlled operating arrangements, Veidekke recognises its share of assets, liabilities and revenues in line with the arrangements specified in the agreement (usually in line with its interest in the project). This means that Veidekke includes its share of the partnership's accounts, and each line in the income statement and statement of financial position is incorporated. Intra-group transactions are eliminated with a proportionate share.
Veidekke has investments in associates. Associates are companies in which the investing company has significant influence over financial and operating policies, but which are not subsidiaries or joint ventures. Significant influence will normally mean that the investing company holds between 20% and 50% of the shares in the company.
Associated companies are accounted for using the equity method from the date that significant influence commences until the significant influence ceases, and the accounts are adapted to IFRS in keeping with Veidekke's accounting policies, before they are incorporated in Veidekke's consolidated accounts.
The present value of the future purchase price related to non-controlling interests' put options is accounted for as liabilities (see note 23). The liabilities are recognised using estimated value, and the estimate may change in future periods since the amounts to be paid relate to future fair value and/or future profits.
Any changes in the estimate in future periods are recognised in the income statement.
The Group presents its financial statements in Norwegian kroner, which is the functional currency of the parent company and its Norwegian subsidiaries. The accounts of foreign companies with a different functional currency are converted as follows:
Goodwill on the purchase is considered part of the foreign entity and is treated as an item in foreign currency.
Veidekke's operations consist largely of the execution of all kinds of construction and civil engineering projects lasting anything from a few months to three or four years. For reporting of projects Veidekke primarily uses the stage of completion method, based on the estimated final profit. This means that income is reported in line with production, based on degree of completion.
The revenue recognition for additional claims against the client and disputed amounts with a high level of uncertainty is based on assessments of the likely outcome of the dispute and elements that can be measured reliably. The degree of uncertainty in the estimates will affect the proportion of the claim that is recognised in the income statement.
Provision is made for guarantee work based on historical experience and identified risks. The guarantee period is normally from three to five years. For projects that are expected to make a loss, the whole loss is recognised in the income statement as soon as it is identified. Costs related to tenders and other costs related to obtaining projects are recognised as expenses as they are incurred. The stage of completion is determined on the basis of the work completed and is normally calculated as the ratio of accrued expenses to date to estimated total expenses for the project. Accrued expenses to date are equal to book expenses adjusted for time lag in invoicing (Accrued but not recorded). Income to date is equal to total anticipated expenses plus project contributions multiplied by the stage of completion. Accrual accounting is used for both income and expenses.
Non-invoiced earned income is booked as negative trade receivables (Work done, but not invoiced). Unearned invoiced income (pre-agreed payment plans) is booked under trade receivables (Work invoiced in advance / not recognised). Only one of these items may be applied per project. If the item "Work invoiced in advance" is a larger negative amount than invoiced trade receivables for the project, the surplus is recorded as advance payment from customers (Other current liabilities). Each project thus shows either a net receivable from the customer or a net debt to the
customer. Cost accruals (Accrued, not recorded) are entered under Trade payables, while provisions for guarantee work on completed projects are entered under Warranty provisions etc. Please refer to note 7 Projects in progress, note 18 Trade receivables, note 24 Trade payables and other current liabilities, note 25 Warranty provisions etc., and note 32 Disputes and claims related to projects.
These accounting principles also apply largely to projects in Veidekke's asphalt operations.
Residential projects comprise the development and construction of residential buildings for sale for Veidekke's own account. Sites that are acquired with a view to constructing residential buildings for sale are classified as current assets (Residential projects). Sites are capitalised when control over future economic benefits related to them is taken over, which is normally at the time ownership control is transferred. A residential project consists of many units and, normally, a minimum sales ratio of 50% measured in value must be achieved before the project begins.
From the time a right is gained, by either buying a site or entering into an option agreement, costs associated with the development of the site are capitalised. Interest costs are included in the acquisition cost and are capitalised on the property from the time Veidekke takes over control of the property. Interest expenses are capitalised as long as there is development activity on the property. The property is valued at the lower of acquisition cost (including development costs and interest expenses) and fair value. If acquisition cost exceeds fair value, an impairment loss is recorded for the site.
Revenue and gains from sales of fully developed residential buildings for Veidekke's own account are not recognised in the accounts until an apartment is complete and is contractually handed over to the buyer. This means that all costs except general sales and administration costs are capitalised as part of the acquisition costs as current assets under the item Residential projects. This principle follows from interpretation IFRIC 15 and results in deferred revenue recognition compared with the percentage of completion
method. Prepayments from customers are recorded as current liabilities. Interest costs related to residential projects under construction are capitalised on an ongoing basis and are included in the project's initial cost. This means that at the time of handover, interest is expensed as a part of the project costs and is classified as operating expenses.
Unsold completed units and sites under development are capitalised under Residential projects. The fair value of sites and unsold units is based on specific individual assessments. If the fair value is considered to be lower than the cost price, the site is written down to fair value.
In the segment accounts, projects under construction are accounted for using the stage of completion method. Profit is accrued in accordance with the project's estimated final profit multiplied by the sales ratio multiplied by the stage of completion. Revenue to date is calculated in the same way. When calculating the estimated final profit, only directly attributable costs are regarded as project costs, including interest costs. Loss-making projects are charged to income in the period they are identified. Veidekke adheres to the principle that the final decision regarding whether to go ahead with a project is not normally made until a minimum sales ratio of 50% (measured in value) has been reached. Starting construction on a project before the minimum sales ratio has been reached usually entails an elevated level of uncertainty linked to the final outcome in terms of profit. Projects are not recognised in the accounts before the sales ratio (measured in value) exceeds 50%.
Operation and maintenance contracts usually have a term of five years. In general, the same accounting principles are applied to operation and maintenance contracts as to construction projects. For projects that are expected to show a net loss in the remaining contract period, the loss is recognised as soon as it is identified. The loss shall cover the remaining ordinary term.
Veidekke has ownership shares in companies that have entered into PPP contracts (Public–Private Partnerships) for the construction of roads and schools with a subsequent operation and maintenance period. The PPP contracts are accounted for according to IFRIC 12 Service Concession Arrangements (The Financial Asset Model), as a financial asset at cost amortised over the contract period. This is discussed in more detail in note 14.
Veidekke's owner function in the PPP companies is
reported in the business area "Other operations". Profit is recognised in income over the entire lease period in line with the ownership interest. Services in the form of construction or operation are reported under the business areas Construction or Industrial. Construction services are accounted for as an ordinary building construction project. Deliveries related to maintenance are expensed as they are incurred.
Income from sales of products (aggregates, asphalt, etc.) is recognised on delivery. For leasing operations the agreed rental fee is recognised on a straight-line basis. This also applies to services rendered, consultancy work, etc. Sales of non-current assets are recognised in the income statement on delivery.
A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. Veidekke recognises financial assets and financial liabilities in the statement of financial position when the enterprise becomes a party to the provisions of the contract. On initial recognition, Veidekke measures a financial asset or financial liability at fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial asset or liability.
The Group classifies financial investments in the following categories:
A financial asset is classified in this category if it is acquired primarily with the intention of selling it in the short term. Gains and losses on investments held for sale are recognised as they occur.
Veidekke does not undertake these kinds of investments. This category is therefore not described in any further detail.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are measured at amortised cost using the effective rate of interest method, with a deduction for any impairment. Gains and losses are charged to income when loans or receivables are derecognised or impaired. Effective interest on loans and receivables is recognised as interest income.
Available-for-sale financial assets are financial investments that are either designated in this category or cannot be
classified in the other categories. Assets that are available for sale are measured at fair value. Any changes in value are recognised in total comprehensive income as a separate component, until the investment is sold or it is determined that an impairment loss must be recognised for the investment. At this point, the accumulated values that were previously recognised in total comprehensive income are transferred to the income statement. When an investment is derecognised, the accumulated gain or loss is transferred to income under financial items. Dividends and interest income on investments in financial instruments are recognised as financial income when the Group's right to the dividends or interest income is determined.
Financial liabilities not included in the above categories are classified as other financial liabilities. The category "Other liabilities" is included in the following items in the statement of financial position: Non-current interest-bearing liabilities, Other non-current liabilities, Current interest-bearing liabilities and Other current liabilities. On initial recognition other financial liabilities are measured at fair value. After initial recognition, other financial liabilities are measured at amortised cost using the effective rate of interest method. Effective interest is recognised as financial costs. For practical reasons, effective interest is not calculated for financial liabilities that are short-term by nature.
If there are indications of impairment relating to loans and receivables that are measured at amortised cost, the need to record an impairment loss shall be considered. The impairment amount is calculated as the difference between the asset's recognised value and the present value of anticipated future cash flows. The impairment amount is charged to income.
Veidekke has two types of financial risks relating to the Group's trade receivables: credit risk and project risk. Credit risk relates to the customer's ability to pay. This risk has always been low at Veidekke in part because contracts normally require guarantees related to the underlying contract. Provision for such losses is made using a separate "Provision for bad debts" account. Provisions are made based on historical experience related to various customer groups. Specific debts are impaired when the company regards them as non-recoverable, based on a specific assessment. Project risk relates to the customer's willingness to pay, and this risk is treated as part of the project valuation. In the accounts, any such impairment will be presented as a reduction of the trade receivables. In the note, this risk will be presented as part of the item "Work invoiced in advance". See notes 18 and 29 for more details.
If a financial asset classified as available for sale based on objective criteria has been the object of significant or prolonged impairment, the loss is expensed in the income statement as impairment. A reversal of the impairment of available-for-sale equity instruments is not recognised in the income statement, but is recognised directly in the Group's total comprehensive income. A reversal of the impairment of available-for-sale debt instruments is recognised in the income statement.
On initial recognition, derivatives are recognised at fair value. Thereafter, the item is valued at each balance sheet date. On entering into a derivative agreement, the Group defines whether this is a fair value hedge of an accounting item or hedging of an obligation it has entered into (a cash flow hedge). Changes in the fair value of derivatives that are both defined as hedging and satisfy the requirements for hedging are recognised in total comprehensive income. Such items are reversed and recognised as income or expenses during the period the hedged obligation or transaction affects the income statement. Changes in the fair value of derivatives that do not qualify as hedging or where there are inefficiencies in the hedge are recognised as they occur. IAS 39 defines special rules with respect to fair value accounting for financial derivatives where an agreement has been concluded but no withdrawals have been made. This type of financial instrument should only be recognised at fair value once withdrawals are made. For Veidekke this means that fixed rate loans that have been granted, but where no withdrawals have been made against the facility, are recorded at NOK 0. See the more detailed discussion in note 14.
Loans are reported in the accounts by recognising the amount that is received less directly related transaction costs. The loan is then measured at amortised cost using the effective rate of interest method.
A financial asset is derecognised if the right to receive cash flows from the asset no longer exists. Similarly, a financial obligation is deducted if the obligation has been honoured, cancelled or has expired as agreed.
Financial income includes interest income on financial investments, dividends received, currency gains and gains from available-for-sale financial assets. Financial income also includes changes in the fair value of financial assets classified as financial assets at fair value through profit and loss and gains from hedging instruments recognised in the income statement.
Financial costs include interest charges on loans, currency losses, changes in the fair value of financial assets at fair value through profit and loss, impairment of financial assets and recognised losses on hedging instruments. All loan
expenses are recognised using the effective rate of interest method.
Financial expenses on residential projects are capitalised at handover and expensed as an operating expense.
In connection with the Group's share programme for senior executives, Veidekke provides loans to the employees. Accounting of these loans is performed in accordance with IAS 39 at amortised cost. Interest costs are measured using the effective rate of interest method based on estimated market interest rates and are classified as payroll expenses. Interest on these is currently 0%, and the difference between the nominal value of the loans and their fair value, based on discounting the future cash flow by the estimated market interest rate, represents the prepaid benefit to employees. The prepaid benefits are recognised in the income statement over the period from when a loan is granted until it is paid off.
Assets and liabilities relating to the supply of goods (projects) are classified as current assets and current liabilities. Veidekke has an agreement with a credit institution in the form of a line of credit that is used to finance both non-current assets (investments) and working capital. The agreed due date is 2 November 2020. If this overdraft facility is used, the loan is classified as a non-current liability.
Other amounts due to credit institutions that are taken up to finance non-current assets (investments) and that have a maturity of more than 12 months are classified as non-current liabilities. Loans that are taken up to finance working capital (current assets) are classified as current liabilities. Other receivables and amounts due for payment after more than a year are classified as non-current assets and non-current liabilities.
Warranty provisions are closely related to the supply of goods and are therefore classified as current liabilities even if it is likely that large parts of the item will be due for payment after more than 12 months.
Veidekke has both defined-contribution and defined-benefit plans. In defined-contribution plans the employer makes a contribution to the employee's pension savings. The future pension depends on the size of the contribution and the return on the pension assets. In defined-contribution pensions the cost to the company is equal to the contributions for the year, and the company's only commitment is to make an annual contribution. Thus, no liability is recorded in the statement of financial position.
In the case of defined-benefit plans, the company commits itself to providing a pension of a specified size. An actuarial calculation is made each year of the pension costs and pension liabilities. Pension liabilities equal the present value of the accrued pension rights. The employees' pension rights are recognised as costs as they are earned, and provision is made for pension liabilities in the statement of financial position. The pension calculation takes into account estimated wage growth, and pension costs are recognised on a straight-line basis over the employment period. Here, Veidekke bears the risk for the return on the pension assets.
Defined-benefit plans are measured at the present value of the future pension payments that for accounting purposes are regarded as accrued on the balance sheet date. The pension assets are recognised at fair value. The net of pension liabilities and pension assets is recognised as non-current debt or receivables. Pension assets consist of a premium fund and a share of the life assurance company's funds (premium reserves). Pension costs consist of the present value of the year's earning plus interest on the net pension liabilities. This means that the cost is calculated using the same discount rate for pension liabilities as is used to calculate expected return on pension assets. In defined-benefit plans, an annual difference arises between the estimated and actual return on pension assets and between estimated and actual pension liabilities, called actuarial gains and losses. Actuarial gains and losses may arise as a result of discrepancies and changes in the assumptions on which estimates were based; for example the actual return on the pension assets might be different from the estimate. Actuarial gains and losses are recognised in total comprehensive income. Any changes in plans are recognised in profit and loss when they are adopted, unless the change depends on the employees remaining in the Group, in which case the change is amortised over the remaining service period.
Most companies in Norway have contractual early retirement schemes (AFP) for their employees. Although the AFP pension scheme is a defined-benefit multi-company scheme, because the administrator is not in a position to procure reliable calculations concerning accrued rights, the accounting for the scheme will be conducted as for a defined-contribution scheme. This is discussed in more detail in note 21.
Income taxes are tax on the Group's profit. Tax is treated as an expense in the accounts. Tax payable and deferred tax relating to items recorded as other income and expenses in total comprehensive income are recognised in total comprehensive income. The income tax expense for the year consists of payable tax, changes in deferred tax and adjustments from previous years. Payable tax is calculated based on the company's taxable profit for the year. Deferred tax is a provision (accrual) for future payable tax.
Deferred tax liabilities / assets are recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences arise because some items are accrued differently in the financial accounts and the tax accounts. Both tax-increasing and tax-reducing timing differences occur. Deferred tax is calculated on net temporary differences, i.e. by offsetting tax increasing against tax-reducing differences within the same tax jurisdictions. Deferred tax is measured on the basis of the current future tax rate in those companies in the Group where temporary differences have arisen. Deferred tax is recognised at the nominal rate and is classified as a non-current asset or non-current liability.
Deferred tax assets relating to loss carry-forwards are recognised in the accounts when it is probable that the company will be able to make use of the advantage. Tax payable and deferred tax are recognised in the income statement, unless the tax is related to a transaction or event that has already been recognised in total comprehensive income or directly in equity, or it is related to a merger.
Goodwill arises when the Group acquires a business. Goodwill includes synergies, organisation, know-how, market position, etc. Goodwill is calculated as the fair value of the purchase price at the time of the acquisition less the fair value of the acquired company's identified assets, liabilities and contingent liabilities. If the acquisition does not involve 100% ownership for the parent company, the entire fair value can be used as the basis for determining goodwill. This entails the non-controlling party's share of goodwill being recognised as goodwill as well. The principle used for measurement of non-controlling interests is determined separately for each business combination. Goodwill is not amortised, but is tested for impairment at least annually. See note 9 Goodwill.
Intangible assets with a determinable useful life are measured at original purchase price less accumulated amortisation and impairment losses. This applies, among other things, to extraction rights for aggregates, for which amortisation is determined based on actual extractions.
Tangible non-current assets consist of plants, buildings, machinery and equipment, etc. Veidekke records tangible non-current assets in the statement of financial position using a historical cost model. This means that tangible non-current assets are measured at original cost less accumulated depreciation and impairments. Tangible non-current assets are recognised when it is probable that future economic benefits linked to the asset will accrue to the company and the original cost can be measured reliably. This applies both to first-time purchases of operating equipment and to subsequent changes, conversions, overhauls, etc. Other repairs and maintenance are recognised as expenses as they arise. Tangible non-current assets are depreciated on a straight-line basis over their estimated useful lives.
The estimated expected useful lives for the current period and comparable periods are as follows:
| - Vehicles: | 5 years |
|---|---|
| - Machinery etc.: | 5–7 years |
| - Asphalt plants and quarries: | 10–15 years |
| - Buildings: | 20–50 years |
The depreciation period and residual value are assessed annually. Gains and losses on disposals of non-current assets are recognised in profit and loss and represent the difference between sales price and carrying value. Gains on sales of non-current assets are presented under operating revenues, while losses on sales of assets are presented under other operating expenses.
If there is an indication of impairment in value of a tangible, non-current asset, the recoverable amount is calculated. An impairment loss is recognised if the recoverable amount of a non-current asset is less than its carrying amount. The recoverable amount is the higher of net sales value and value in use. Value in use is the present value of the future cash flows that the asset is expected to generate. If there is an indication that the asset is impaired in value, the recoverable amount is used and the necessary impairment is recorded.
Intangible non-current assets with an indeterminable life and goodwill are tested for impairment each year, and any impairment is recorded. Impairment testing may also be performed on a quarterly basis if there are indications of impairment. The value in use is calculated for each cash-generating unit (CGU). If a CGU is impaired, goodwill is written down first, and other assets are then written down proportionately. If the value of impaired intangible non-current assets rises again later, the impairment may be reversed; however, impairment of goodwill is not reversed. The calculation of the value in use of a CGU is based on future estimated cash flows for the unit, discounted at a suitable rate in light of the Group's required rate of return. The calculation is based on the CGU's budgets and forecasts, including terminal value. Maintenance costs and replacement investments are also taken into account, but not investments for expansion. Financing expenses and tax are not included in the calculation.
A cash-generating unit is determined as the smallest
identifiable group of assets that generates incoming cash flows and that in all essence is independent of incoming cash flows from other assets or groups of assets. Units with significant synergies and that perform similar types of activities are considered as one cash-generating unit. Within construction operations a cash-generating unit will normally be on the company level, whereas for industrial operations, they will normally encompass business units, for example Asphalt or Aggregates.
Financial lease agreements (leasing) are agreements in which the significant risks and rewards of the leased asset have been transferred to the lessee. Financial lease arrangements for equipment are recognised and depreciated in the normal way, but not over a longer period of time than the underlying lease, while the leasing commitments are presented as amounts due to credit institutions. The lease commitment is recognised at the lower of the present value of the leasing payments and the fair value of the leased asset. The year's leasing payment consists of interest, which is presented in interest expenses, and repayment of capital, which is presented as repayment of debts.
Lease agreements where the significant risks and rewards have not passed to the lessee are classified as operating lease agreements. For operating lease agreements, lease payments are expensed on a straight-line basis over the lease period and the liabilities are not recognised.
Transactions involving foreign currency are converted at the exchange rate at the time of the transaction. Monetary items in foreign currency are assessed at the exchange rate on the balance sheet date, and related currency gains or losses are recognised in the income statement. Monetary items are items that will be settled at a fixed nominal amount. This applies to liquid assets, receivables, debts, etc. For non-monetary items, the exchange rate at the time of the transaction is taken as the basis for the original cost. This applies to tangible non-current assets, inventory, etc.
Inventories consist of the project inventories and the inventory for industrial operations. Project inventories are included in project valuations. The inventory for industrial operations is measured at the lower of total production costs and net sales price.
A provision is made in the accounts when the Group has an obligation (legal or self-imposed) as a result of a previous event, and it is probable that a financial settlement will take place as a result of that obligation, and the amount can be measured reliably. Provisions are made for confirmed work
under guarantee and for probable concealed deficiencies. See note 25.
These consist of cash and cash equivalents and bank deposits, including deposits subject to certain conditions, and short-term liquid investments with a maximum term of three months, which can be converted into cash immediately.
Veidekke purchases its own shares and then sells them to the employees at a discount with a lock-in period. These sales of shares are reported in accordance with IFRS 2 on share-based payments. The discount is recognised in the income statement at fair value at the time of issue, taking into account the lock-in period. The discount is calculated according to an option-pricing model. The fair value of the discount is charged to personnel expenses. See note 5.
Proposed dividends are not recognised as liabilities in the accounts until they have been approved by the Annual General Meeting.
Veidekke's profits from projects are strongly influenced by estimates, entailing some uncertainty. See the discussion on page 39 under "Estimates". See also note 32 Disputes and claims related to projects.
Borrowing costs that are directly attributable to the procurement, manufacturing or production of a qualified asset are recorded as part of the acquisition cost of the asset concerned. For Veidekke, this involves capitalising interest costs in connection with the company's own property development projects. This means that interest rates are classified as cost of materials when they are expensed.
In connection with the purchasing of operating equipment where it takes a long time before the operating equipment can be used for its intended purpose, interest will also be capitalised. This concerns, for example, construction of an asphalt plant. Other borrowing costs will be entered in the income statement as they incur.
Earnings per share is calculated by dividing the profit for the period attributable to the owners of the parent company by the weighted average number of outstanding shares in the period.
The statement of cash flows is prepared using the indirect method.
In the property development divisions, investments are made continuously in new development projects, including sites. Investments also include acquisitions of companies. Investments in the property development segment are regarded as part of the operating activities and are presented under operating activities in the statement of cash flows. Associates and joint ventures are also used as part of the operating activities for the development of property development projects. Both acquisitions and sales of associates and joint ventures are regarded as operating activities. In the other parts of the Group, acquisitions and sales of companies are classified as investment activities.
The Group's business segments are presented in accordance with the internal financial reporting that is presented to the Group's most senior decision-maker. In essence, internal financial reporting follows current IFRS rules with one exception – accounting for residential projects for own account. For these projects profit is recognised in accordance with the project's estimated final profit, multiplied by the sales ratio, multiplied by the stage of completion. Revenue to date is calculated in the same way. When calculating the estimated final profit, only directly attributable costs are regarded as project costs, including interest costs. No profit is recognised in the accounts before the sales ratio measured in value exceeds 50%. Project losses are expensed as soon as they are identified.
See note 2 on segment reporting for more details. See also the detailed description under income recognition for residential projects.
IASB has adopted a number of new standards, interpretations and amendments to existing standards and interpretations that were not effective for the financial year ending 31 December 2017. Standards and interpretations that are expected to have an impact on the Group's financial position, profit or disclosures are discussed below:
A new revenue recognition standard (IFRS 15) is being introduced with effect from 2018. This standard replaces all the existing standards and interpretations on revenue recognition. The core principle of IFRS 15 is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The new standard will affect revenue recognition in the Group's own-account residential projects as well as revenue recognition in connection with modifications and additional orders in construction operations. Implementation of the new standards will be in accordance with the retrospective method whereby the financial statements for 2017 are restated in accordance with the new principles.
According to the current standard, sales of completed residential units are not recognised in the accounts until they are contractually handed over to the buyer. The new standard entails that sales of residential units in Sweden and Denmark will be recognised on a percentage of completion basis, with reference to the sales ratio and stage of completion. However, the Norway operations will continue with the current practice of not recognising revenue from residential units until contractual handover to the buyer, due to Norwegian law. In the segment accounts, all residential production will continue to be accounted for using the percentage of completion method.
In general, the new standard will not change the principles for revenue recognition in construction contracts. The exception is projects where there is uncertainty about the final payment. Pursuant to the current standard, revenue from construction projects is recognised on the basis of expected final settlement, whereas the new standard has more stringent requirements concerning the probability of variable consideration. The new standard will primarily affect the recognition of revenue from civil engineering projects, where complex contracts may result in different interpretations of what constitutes proper fulfilment of the contract and where it may take a long time to clarify the final settlement.
It is expected that the Group's equity will increase by NOK 255 million as per 1 January 2017, as a result of improved equity for residential projects in the order of NOK 475 million and a reduction in equity of NOK 220 million attributable to change orders in construction operations. The restated accounts for 2017 will show a profit before tax of NOK 1,327 million. By comparison, profit before tax pursuant to the current principle was NOK 1,259 million.
IASB has published a new leases standard requiring recognition in the balance sheet of the present value of all leases with a duration of more than one year, with the exception of leases where the underlying asset has a low value. In the income statement, lease payments are broken down into two cost components: depreciation and interest costs.
Veidekke leases equipment in connection with the
construction of buildings and civil engineering projects, and a large portion of these agreements have a term of more than 12 months. This primarily applies to certain types of basic equipment; Veidekke owns most of its heavy machinery. Veidekke owns relatively few of the buildings it operates its business from, and the new standard will have an impact on the accounting related to the leases of premises. The accounting effects have not yet been calculated in detail. Veidekke will implement the new IFRS 16 from 1 January 2019.
IFRS 9 entails changes related to classification and measurement, hedge accounting and impairment. IFRS 9 will replace IAS 39 Recognition and Measurement of Financial Instruments. Important changes from IAS 39 are that provisions for losses shall be based on anticipated losses, without there having to be any objective evidence that a loss event has occurred, and in terms of hedge accounting, certain requirements relating to hedging efficiency have been removed. The new standard is not expected to have a significant effect on Veidekke's accounts. The standard will be implemented retrospectively, with accounting effect from 1 January 2018.
The segment information is divided up into the business areas as they are reported to the corporate management. The business areas are based on the type of delivery and the market being served.
Veidekke is engaged in nationwide building construction and civil engineering activities in Norway and Denmark, while operations in Sweden are mainly in the largest cities. Veidekke's property development operations purchase sites and develop them into residential buildings for sale to the end customer, mainly in the largest cities in Norway and Sweden.
The business area Industrial is engaged in the production and laying of asphalt and is a major producer of aggregates. Industrial is also a major player in the operation and maintenance of public roads.
| Construction | Property Development | |||
|---|---|---|---|---|
| Figures in NOK million | 2017 | 2016 | 2017 | 2016 |
| INCOME STATEMENT | ||||
| Revenue | 25 804 | 24 629 | 3 456 | 3 202 |
| Operating expenses | -24 774 | -23 587 | -3 117 | -2 827 |
| Share of net income from joint ventures | 8 | 16 | 239 | 216 |
| Depreciation | -316 | -295 | -4 | -1 |
| Operating profit | 722 | 763 | 574 | 589 |
| Financial income | 62 | 68 | 26 | 20 |
| Financial costs | -26 | -27 | -50 | -42 |
| Profit before tax | 759 | 804 | 549 | 567 |
| STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER | ||||
| Non-current assets | 3 148 | 2 792 | 1 585 | 1 587 |
| Current assets | 5 819 | 5 183 | 4 531 | 3 334 |
| Cash and cash equivalents | 2 630 | 2 707 | 63 | 66 |
| Total assets | 11 596 | 10 682 | 6 179 | 4 987 |
| Equity | 2 328 | 2 114 | 1 588 | 1 264 |
| Non-current liability | 995 | 932 | 2 308 | 1 493 |
| Current liabilities | 8 273 | 7 637 | 2 284 | 2 230 |
| Total equity and liabilities | 11 596 | 10 682 | 6 179 | 4 987 |
| KEY FIGURES | ||||
| Operational cash flow | 976 | 1 252 | -436 | 295 |
| Cash flow from investments | -582 | -479 | -27 | -16 |
| Investments in non-current assets 1) | 477 | 430 | 9 | 12 |
| Capital invested 2) | - | - | 4 163 | 3 115 |
| Investments in joint ventures | 75 | 83 | 1 444 | 1 348 |
| Number of employees | 6 391 | 6 090 | 187 | 158 |
| Order backlog | 31 601 | 23 368 | - | - |
| - due for completion within 12 months | 19 552 | 16 087 | - | - |
1) Does not include investments in companies or financial assets.
2) Capital invested is only listed for the two capital-intensive business areas Property Development and Industrial.
Construction and property development operations are described on the next pages.
The business area Other operations includes unallocated costs associated with the Group's corporate administration and financial management and the Group's ownership role in Public–Private Partnerships (PPP). Revenue and internal profit between the segments are eliminated under the item "Eliminations".
The Group's largest single customer, the Norwegian Public Roads Administration, accounted for 12% of the Group's total revenues in 2017: NOK 3,778 million (NOK 3,736 million). This revenue is presented under the business areas Industrial and Construction Norway. Veidekke does not regard the Norwegian and Swedish governments as enterprise groups.
| Industrial | Other operations | Eliminations | Group | |||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| 3 202 | 4 761 | 4 162 | 1 | 1 | -2 453 | -1 856 | 31 568 | 30 137 |
| -2 827 | -4 372 | -3 860 | -102 | -108 | 2 450 | 1 870 | -29 915 | -28 512 |
| 216 | 36 | 15 | 22 | 17 | - | - | 305 | 263 |
| -1 | -192 | -167 | -12 | -3 | - | - | -524 | -466 |
| 232 | 151 | -92 | -94 | -3 | 13 | 1 434 | 1 422 | |
| 20 | 4 | 10 | 72 | 79 | -97 | -79 | 67 | 98 |
| -42 | -30 | -24 | -52 | -46 | 98 | 80 | -60 | -60 |
| 567 | 206 | 136 | -71 | -61 | -2 | 14 | 1 441 | 1 460 |
| 1 587 | 1 409 | 1 252 | 1 915 | 2 090 | -1 499 | -1 583 | 6 557 | 6 137 |
| 3 334 | 850 | 711 | 812 | 1 214 | -1 343 | -1 740 | 10 669 | 8 703 |
| 21 | 6 | 86 | 23 | -2 409 | -2 158 | 392 | 644 | |
| 4 987 | 2 280 | 1 969 | 2 813 | 3 327 | -5 251 | -5 481 | 17 618 | 15 484 |
| 1 264 | 464 | 401 | 1 835 | 1 891 | -1 521 | -1 552 | 4 694 | 4 117 |
| 1 493 | 803 | 725 | 115 | 1 069 | -2 415 | -2 227 | 1 805 | 1 992 |
| 2 230 | 1 014 | 843 | 864 | 367 | -1 315 | -1 702 | 11 120 | 9 375 |
| 4 987 | 2 280 | 1 969 | 2 813 | 3 327 | -5 251 | -5 481 | 17 618 | 15 484 |
| 290 | 365 | -128 | -32 | - | - | 702 | 1 880 | |
| -218 | -244 | -111 | -261 | - | - | -938 | -1 000 | |
| 12 3 115 |
251 | 261 | 32 | 15 | - | - | 769 | |
| 1 281 | 1 133 | - | - | - | - | 6 785 | 4 979 | |
| 1 348 | 31 | 62 | 13 | 31 | - | - | 1 564 | 1 524 |
| 158 | 1 115 | 1 106 | 43 | 45 | - | - | 7 736 | 7 399 |
| - | 960 | 1 035 | - | - | - | - | 32 561 | 24 404 |
| - | 659 | 716 | - | - | - | - | 20 211 | 16 802 |
Construction operations consis of two main segments; Building Construction and Cicil Engineering.
Building Construction constitues 70 % of construction operations and builds commercial and public buildings and residential buildings. Commercial buildings are mostly office buildings, shopping centres and hotels. Public buildings are primarily schools and health-care buildings. Transport projects (road and rail) and other public infrastructure provide
the majority of Civil Engineering's revenue. The portfolio also includes projects in the energy sector and other industrial facilities. There is a high focus on margins and liquidity in the follow-up of this business area.
Veidekke's property development operations purchase sites and develop them into residential buildings for sale to the end customer.
| Norway | Sweden | Denmark | Total Construction | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Figures in NOK million | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| INCOME STATEMENT | |||||||||
| Revenue | 14 850 | 15 096 | 8 810 | 7 819 | 2 144 | 1 713 | 25 804 | 24 629 | |
| Operating expenses | -14 199 | -14 322 | -8 571 | -7 664 | -2 003 | -1 601 | -24 774 | -23 587 | |
| Share of net income from joint ventures | 4 | 8 | 4 | 8 | - | - | 8 | 16 | |
| Depreciation | -233 | -212 | -75 | -72 | -8 | -10 | -316 | -295 | |
| Operating profit | 421 | 570 | 169 | 91 | 132 | 102 | 722 | 763 | |
| Net financial items | 31 | 26 | 1 | 11 | 5 | 4 | 36 | 41 | |
| Profit before tax | 452 | 596 | 170 | 102 | 137 | 105 | 759 | 804 | |
| STATEMENT OF FINANCIAL | |||||||||
| POSITION AT 31 DECEMBER | |||||||||
| Non-current assets | 2 019 | 1 786 | 879 | 781 | 250 | 225 | 3 148 | 2 792 | |
| Current assets | 3 769 | 3 315 | 1 413 | 1 421 | 637 | 447 | 5 819 | 5 183 | |
| Cash and cash equivalents | 1 682 | 2 094 | 580 | 110 | 367 | 503 | 2 630 | 2 707 | |
| Total assets | 7 471 | 7 195 | 2 872 | 2 312 | 1 254 | 1 175 | 11 596 | 10 682 | |
| Equity | 1 359 | 1 343 | 582 | 442 | 387 | 329 | 2 328 | 2 114 | |
| Non-current liability | 792 | 739 | 164 | 161 | 38 | 32 | 995 | 932 | |
| Current liabilities | 5 319 | 5 114 | 2 125 | 1 709 | 829 | 814 | 8 273 | 7 637 | |
| Total equity and liabilities | 7 471 | 7 195 | 2 872 | 2 312 | 1 254 | 1 175 | 11 596 | 10 682 | |
| KEY FIGURES | |||||||||
| Profit margin | 3.0% | 4.0% | 1.9% | 1.3% | 6.4% | 6.2% | 2.9% | 3.3% | |
| Share of turnover from construction | 10 058 | 9 460 | 6 324 | 6 270 | 1 697 | 1 322 | 18 079 | 17 052 | |
| Share of turnover from civil engineering | 4 792 | 5 636 | 2 486 | 1 549 | 447 | 391 | 7 725 | 7 577 | |
| This year's investments in operating equipment |
391 | 372 | 71 | 52 | 15 | 6 | 477 | 430 | |
| Investments in joint ventures | 30 | 29 | 45 | 54 | - | - | 75 | 83 | |
| Number of employees | 4 114 | 3 962 | 1 735 | 1 615 | 542 | 513 | 6 391 | 6 090 | |
| Order backlog | 19 521 | 14 408 | 10 705 | 7 698 | 1 375 | 1 262 | 31 601 | 23 368 | |
| - due for completion within 12 months | 12 106 | 9 605 | 6 142 | 5 435 | 1 304 | 1 046 | 19 552 | 16 087 |
Veidekke's construction operations are responsible for the construction of the residential buildings and are involved from the earliest phase, before the site has even been purchased, to ensure identification of opportunities and risks. Many of the residential projects are run in partnership with other property developers through joint ventures, especially in Norway, which results in the revenue from property development operations recorded in the accounts being low.
In the segment accounts, property development projects are recognised in the income statements in line with sales and stage of completion, while in the financial statements, income is not recognised until the property is handed over to the customer. See the more detailed information at the end of this note. Return on invested capital is one of the key performance indicators in the follow-up of property development operations.
| Norway Sweden 1) |
Total Property Development |
|||||||
|---|---|---|---|---|---|---|---|---|
| Figures in NOK million | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||
| INCOME STATEMENT | ||||||||
| Revenue | 610 | 338 | 2 845 | 2 864 | 3 456 | 3 202 | ||
| Operating expenses | -590 | -349 | -2 526 | -2 478 | -3 117 | -2 827 | ||
| Share of net income from joint ventures | 157 | 185 | 82 | 30 | 239 | 216 | ||
| Depreciation | -1 | - | -2 | -1 | -4 | -1 | ||
| Operating profit | 175 | 174 | 398 | 416 | 574 | 589 | ||
| Net financial items | -30 | -25 | 5 | 3 | -25 | -23 | ||
| Profit before tax | 146 | 149 | 404 | 418 | 549 | 567 | ||
| STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER | ||||||||
| Non-current assets | 1 298 | 1 130 | 287 | 456 | 1 585 | 1 587 | ||
| Current assets | 2 220 | 1 479 | 2 341 | 1 856 | 4 561 | 3 334 | ||
| Cash and cash equivalents | 33 | 30 | 0 | 36 | 33 | 66 | ||
| Total assets | 3 551 | 2 639 | 2 628 | 2 348 | 6 179 | 4 987 | ||
| Equity Non-current liability |
755 2 472 |
622 1 621 |
833 6 |
641 5 |
1 588 2 308 |
1 264 1 493 |
||
| Current liabilities | 324 | 396 | 1 789 | 1 701 | 2 284 | 2 230 | ||
| Total equity and liabilities | 3 551 | 2 639 | 2 628 | 2 348 | 6 179 | 4 987 | ||
| KEY FIGURES | ||||||||
| Capital invested | 3 167 | 2 257 | 995 | 858 | 4 163 | 3 115 | ||
| Return on invested capital | 9% | 12% | 40% | 40% | 18% | 21% | ||
| Investments in joint ventures | 1 217 | 1 086 | 227 | 262 | 1 444 | 1 348 | ||
| Number of employees | 59 | 59 | 128 | 99 | 187 | 158 |
1) Property Development Sweden also includes some remaining activity in Denmark, with sites recognised at NOK 93 million.
The geographical distribution of the Group's activities corresponds to the geographical location of the resources used for the respective activities. This corresponds in the main to the geographical location of the customers.
The statement has been prepared in accordance with the accounting policies used in the income statement (IFRS).
| Norway | Sweden | Denmark | Shared | Group | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Figures in NOK million | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| INCOME STATEMENT | ||||||||||
| Revenue | 19 345 | 19 040 | 8 959 | 7 866 | 1 976 | 1 706 | 1 | 1 | 30 281 | 28 613 |
| Operating profit | 852 | 821 | 382 | 198 | 95 | 101 | -76 | -66 | 1 252 | 1 053 |
| Profit before tax | 827 | 808 | 389 | 213 | 99 | 103 | -55 | -32 | 1 259 | 1 092 |
| STATEMENT OF FINANCIAL POSITION |
||||||||||
| Total non-current assets | 4 651 | 4 028 | 1 106 | 1 215 | 250 | 225 | 416 | 507 | 6 423 | 5 975 |
| Capital invested | 5 495 | 3 407 | 337 | 962 | 107 | -43 | - | - | 5 939 | 4 326 |
| Number of employees Order backlog |
5 288 20 481 |
5 127 15 444 |
1 863 10 705 |
1 714 7 698 |
542 1 375 |
513 1 262 |
43 - |
45 - |
7 736 32 561 |
7 399 24 404 |
| - due for completion within 12 months |
12 765 | 10 321 | 6 142 | 5 435 | 1 304 | 1 046 | - | - | 20 211 | 16 802 |
| Construction | Property Development |
Industrial | Other operations | Eliminations | Group | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Figures in NOK million |
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| External revenue | 23 630 | 23 053 | 3 443 | 3 198 | 4 474 | 3 949 | 1 | 1 | 20 | -64 | 31 568 | 30 137 |
| Internal revenue | 2 174 | 1 575 | 12 | 3 | 286 | 214 | - | - | -2 473 | -1 792 | - | - |
| Total revenue | 25 804 | 24 629 | 3 456 | 3 202 | 4 761 | 4 162 | 1 | 1 | -2 453 | -1 856 | 31 568 | 30 137 |
Most of the intra-group sales are linked to residential production, where Property Development is the contracting client and Construction is the builder. All intra-group sales are eliminated at the group level.
Under IFRS, interpretation IFRIC 15, income and earnings from the construction and sale of residential buildings shall not be recognised in the accounts until the property is handed over to the buyer. Interpretation IFRIC 15 governs the accounting of contracts for completed residential units. According to this interpretation, revenue and profit from the sale of completed residential units shall not be recognised in the accounts until the property has been contractually
handed over to the buyer. In Veidekke's internal follow-up of residential projects, measurements are conducted using percentage of completion reporting, whereby revenue and profit are recognised in line with the estimated final outcome of the project, stage of completion and sales ratio. Veidekke's segment reporting follows these principles. IFRIC 15 adjustments apply to the business areas Property Development and Construction.
| Segment accounts | IFRIC 15 adjustments | Financial accounts | |||||
|---|---|---|---|---|---|---|---|
| Figures in NOK million | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| INCOME STATEMENT | |||||||
| Revenue | 31 568 | 30 137 | -1 287 | -1 523 | 30 281 | 28 613 | |
| Operating expenses | -29 915 | -28 512 | 1 076 | 1 228 | -28 839 | -27 284 | |
| Share of net income from joint ventures | 305 | 263 | 30 | -73 | 334 | 190 | |
| Depreciation | -524 | -466 | - | - | -524 | -466 | |
| Operating profit | 1 434 | 1 422 | -182 | -369 | 1 252 | 1 053 | |
| Net financial items | 7 | 38 | - | - | 7 | 38 | |
| Profit before tax | 1 441 | 1 460 | -182 | -369 | 1 259 | 1 092 | |
| STATEMENT OF FINANCIAL POSITION |
|||||||
| Non-current assets | 6 557 | 6 137 | -134 | -162 | 6 423 | 5 975 | |
| Current assets | 10 669 | 8 703 | 2 959 | 2 123 | 13 628 | 10 826 | |
| Cash and cash equivalents | 392 | 644 | - | - | 392 | 644 | |
| Total assets | 17 618 | 15 484 | 2 825 | 1 961 | 20 443 | 17 445 | |
| Equity | 4 694 | 4 117 | -846 | -652 | 3 848 | 3 465 | |
| Non-current liability | 1 805 | 1 992 | -37 | -17 | 1 768 | 1 975 | |
| Current liabilities | 11 120 | 9 375 | 3 708 | 2 631 | 14 827 | 12 005 | |
| Total equity and liabilities | 17 618 | 15 484 | 2 825 | 1 961 | 20 443 | 17 445 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| REVENUE | ||
| Accumulated revenue from non-delivered projects at the start of the year | 2 710 | 1 352 |
| + Revenue from non-delivered projects during the year | 3 331 | 2 826 |
| - Revenue from delivered projects during the year | -2 044 | -1 302 |
| Net IFRIC 15 adjustments to revenues during the year | 1 287 | 1 523 |
| +/- Currency translation differences | 169 | -166 |
| Accumulated revenue from non-delivered projects at end of the year | 4 166 | 2 710 |
| PROFIT BEFORE TAX | ||
| Accumulated profit before tax from non-delivered projects at the start of the year | 669 | 330 |
| + Profit before tax from non-delivered projects during the year | 819 | 796 |
| - Profit before tax from delivered projects during the year | -636 | -428 |
| Net IFRIC 15 adjustments to profit before tax during the year | 182 | 369 |
| +/- Currency translation differences | 32 | -29 |
| Accumulated profit before tax from non-delivered projects at the end of the year | 884 | 669 |
At 31 December 2017, revenue of NOK 4,166 million and profit before tax of NOK 884 million had accrued on sales of units under construction. These results cannot be recognised in accordance with IFRS, and will be recognised in the financial statements when the individual units are
handed over to the buyer. Uncertainty related to the final results is low because only sold units are included in the statement above and the sales price is fixed. It normally takes about 18 months from production start until a residential building is handed over.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Construction, building construction | 14 922 | 15 183 |
| Construction, civil engineering | 7 725 | 7 417 |
| Property | 2 504 | 1 633 |
| Asphalt | 3 054 | 2 586 |
| Road Maintenance | 1 154 | 1 091 |
| Aggregates | 714 | 570 |
| Ordinary revenue | 30 073 | 28 480 |
| Other revenue | 208 | 134 |
| Revenue | 30 281 | 28 613 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Gains from sale of operating equipment 1) | 104 | 35 |
| Rental income | 45 | 19 |
| Other revenue | 59 | 80 |
| Other revenue | 208 | 134 |
1) Only gains are presentetd under other revenue. Any losses are presented under other operating expenses.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Payroll | 5 015 | 4 694 |
| Pension costs 1) | 425 | 301 |
| Employer's National Insurance contributions | 745 | 737 |
| Other payroll costs (social benefits etc) | 134 | 105 |
| Personnel expenses | 6 319 | 5 838 |
| Number of full time equivalents | 7 666 | 7 164 |
| Number of employees at 31 December | 7 736 | 7 399 |
1) See note 21.
Twice a year Veidekke sells shares to its employees at a discount to the current market price. In the spring, senior executives are given the opportunity to buy shares with a three year lock-in period, and in the autumn, all employees can buy shares with a two-year lock-in period. These sales of shares are reported in accordance with IFRS 2 on sharebased payments. The recognised discount is calculated as the difference between market price and purchase price at the time of purchase, taking into account the agreed lock-in period for the shares and historical fluctuations in the share price. The value of the option is calculated using the Black-Scholes model. The portion of the discount that is not expensed is recognised directly in equity in accordance with IFRS 2.
Loans to senior executives are currently interest-free and repaid at 5% a year. The loans are revocable after ten years and are secured by collateral in the shares.
The loans to employees in connection with the share scheme for all employees are also interest-free and secured by collateral in the shares. The loan term is up to one year. Calculated interest expenses related to the longterm interest-free loans are classified as payroll expenses. See notes 6 and 30.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Sales of shares to employees (number of shares) | 1 938 824 | 1 665 074 |
| Expensed discount after tax | 21 | 20 |
| Discount entered directly as a reduction in equity related to the Group's share programme | 20 | 20 |
| Figures in NOK million, except number of executives and employees | 2017 | 2016 |
|---|---|---|
| Loans to senior executives for purchases of Veidekke shares | 159 | 161 |
| Expensed change in the present value of the share loan | 5 | 5 |
| Number of executives with long-term loans | 585 | 597 |
| Share scheme loans for all employees | 21 | 23 |
| Number of employees with short-term loans | 866 | 897 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Interest income | 1 | 3 |
| Interest income from joint ventures | 15 | 13 |
| Other interest income from non-financial institutions | 15 | 13 |
| Foreign currency gains | 16 | 27 |
| Dividends received | 3 | 3 |
| Financial income from long-term PPP projects' receivables | 2 | 8 |
| Gains on sale of shares | 7 | 23 |
| Other financial income | 8 | 9 |
| Financial income | 67 | 98 |
| Interest costs 1) | -35 | -37 |
| Interest charges from non-financial institutions | -4 | -7 |
| Foreign currency losses | -19 | -12 |
| Impairment of financial instruments | - | -2 |
| Other financial costs | -2 | -1 |
| Financial costs | -60 | -60 |
| Net financial items | 7 | 38 |
1) Interest income for loans to employees is presented as reduced interest costs. Expensed advances on pay are presented as personnel expenses (see note 15). For 2017 this represents NOK 5 million. The corresponding figure for 2016 was NOK 5 million.
Veidekke's property development operations capitalise interest, both on sites under development and on property development projects under construction. These interest costs are expensed as operating expenses when the projects are handed over to the customer.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Capitalised interest at 1 January | 44 | 46 |
| Capitalised interest charges for the year | 33 | 31 |
| Expensed interest classified as operating expenses | -9 | -32 |
| Disposals on sales of companies | - | -2 |
| Currency translation differences | - | 1 |
| Capitalised interest at 31 December | 67 | 44 |
| The capitalised interest charges relate to the following assets: | ||
| Sites under development and property projects under construction | 61 | 38 |
| Operating equipment | 6 | 6 |
| Capitalised interest at 31 December | 67 | 44 |
| Interest capitalisation rate | 2.4% | 2.2% |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Total income from construction projects | 25 301 | 24 405 |
| DETAILS OF PROJECTS IN PROGRESS AT 31 DECEMBER | ||
| Accumulated income included in the financial statements | 27 867 | 26 267 |
| Accumulated profit included in the financial statements | 1 701 | 1 744 |
| Loss-making projects in progress - remaining income 1) | 918 | 1 019 |
| Trade receivables in construction projects in the statement of financial position | 4 787 | 4 317 |
| Individual items included in trade receivables in the statement of financial position: | ||
| Due from customers 2) | 688 | 747 |
| Earned, not invoiced income | 1 286 | 983 |
| Advance payments from customers 3) | 1 404 | 1 152 |
1) Anticipated losses on these projects have been charged to income.
2) The balance is money retained as security for the contracting client. Included in the statement of financial position under Trade receivables (see note 18). 3) Included in the statement of financial position under Other current liabilities (see note 24).
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Construction | 31 601 | 23 368 |
| Road maintenance (due for completion within 18 months) | 960 | 1 035 |
| Total order backlog | 32 561 | 24 404 |
| - of which due to be completed within the next 12 months | 20 211 | 16 802 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Earnings per share (NOK) | 8.2 | 6.6 |
| Profit for the year | 1 119 | 922 |
| Equity holders of Veidekke ASA's share of the Group's the profit for the year | 1 092 | 887 |
| Average no. of shares (million) | 133.7 | 133.7 |
| No. of shares at 1 January (million) | 133.7 | 133.7 |
| No. of shares at 31 December (million) | 133.7 | 133.7 |
Veidekke does not have any financial instruments that have a diluting effect.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Carrying amount at 1 January | 1 248 | 1 151 |
| Original cost at 1 January | 1 513 | 1 420 |
| Additions Currency translation differences accumulated original cost |
122 31 |
140 -47 |
| Original cost at 31 December | 1 666 | 1 513 |
| Accumulated depriciation at 1 January Accumulated impairment at 1 January |
-251 -13 |
-251 -18 |
| This year's impairment | - | - |
| This year's currency translations differences accumulated depriciation and impairment | - | 5 |
| Accumulated depriciation and impairment at 31 December | -265 | -264 |
| Carrying amount at 31 December | 1 401 | 1 248 |
The Group has recognised goodwill from the acquisition of a total of 55 businesses. Each goodwill item is allocated to a cash-generating unit (CGU). A cash-generating unit is the lowest level at which independent cash flows can be measured. When an acquired business continues to be operated as an independent unit, this business is designated the cash-generating unit. Units with significant synergy effects and which carry out similar activities, are together considered as a single cash-generating unit. This is the case when acquired operations are integrated with an
existing Veidekke company or when an acquired business is operatively closely linked to an existing Veidekke company. In these cases, the combined business is considered the cash-generating unit for which goodwill is measured and followed-up. The Group has recorded 34 cash-generating units associated with capitalised goodwill.
The Group's largest goodwill items, plus the goodwill for each business area, are specified in the table:
| Figures in NOK million | 31.12.17 | 31.12.16 |
|---|---|---|
| Construction Norway | ||
| Leif Grimsrud AS | 177 | 177 |
| Veidekke Entreprenør AS (Reinertsen) | 88 | 88 |
| Veidekke Entreprenør AS, Region Syd (Agder) | 71 | 71 |
| Båsum Boring AS | 60 | - |
| Other | 234 | 237 |
| Construction Sweden | ||
| Arcona AB | 99 | 94 |
| Veidekke Entreprenad AB, Region Väst | 91 | 86 |
| Other | 225 | 201 |
| Construction Denmark | ||
| Hoffmann A/S | 100 | 92 |
| Other | 40 | 37 |
| Industrial | ||
| Business unit Aggregates | 79 | 79 |
| Business unit Asphalt | 124 | 73 |
| Property Development Sweden | 14 | 13 |
| Total goodwill | 1 401 | 1 248 |
Goodwill is not amortised, but is tested for impairment in the fourth quarter each year. In the event of a particular indication of possible impairment, testing is carried out on a quarterly basis. Testing is carried out by comparing the estimated recoverable amount with capital invested for the unit in question. The recoverable amount is calculated on the basis of the unit's expected future discounted cash flows. The cash flows are calculated on the basis of the business unit's expected earnings for the next three years, adjusted for any capital needs. Expected cash flow is also calculated for years four and five, based on nominal growth in earnings and the unit's terminal value after five years. The sum total is the unit's recoverable amount. Capital invested is the unit's total assets less interest-free liabilities. When the recoverable amount exceeds capital invested, the carrying value of the goodwill is upheld. When the recoverable amount is lower than capital invested, the carrying value is impaired to the estimated recoverable amount.
1. Revenue and profit margin in the next three years Impairment tests are based on the management's
approved budget and strategy for the next three years, which in turn are based on current revenue and margins and expected market development.
Assumed annual growth used in the cash flows for years four and five is based on a nominal figure of 2.5% growth per year. This is marginally higher than the growth expected in the Scandinavian economy, as growth in the construction and civil engineering market is expected to be higher than GDP growth. This calculation assumes a terminal value after five years based on the Gordon model.
The discount rate is based on the weighted average cost of capital (WACC) method. The nominal discount rate before tax is based on the Group's estimated cost of capital calculated as a weighted average of the cost for the Group's equity and the cost of its debt. The discount rate takes into account the debt interest rate, risk-free rate, debt ratio, risk premium and a liquidity premium. The discount rates applied to cash flow and terminal value are presented in the following table:
| Norway | Sweden | Denmark | |
|---|---|---|---|
| Discount rate (WACC) before tax | 7.9 | 8.5% | 6.6% |
| Before-tax discount rate for calculation of the terminal value | 9.3% | 9.9% | 8.0% |
The unit's anticipated future investment needs in order to maintain current levels are reflected in the calculations. These are set according to the management's approved budget and strategy for the next three years. For the period beyond the next three years, reinvestment needs are assumed to correspond to expected depreciation. Changes in working capital needs have been assessed and in all essence set at NOK 0. Building construction operations are generally not very capital-intensive, while more capital is required in civil engineering and industrial operations.
The assumptions used in the calculations at the end of 2017 were largely achieved, with the exception of Leif Grimsrud AS, which delivered zero profit for 2017. The measures implemented in 2017 have been effective, the order situation at 31 December 2017 is satisfactory, and improved profitability is expected from 2018.
| Figures in NOK million | CGU revenue for 2017 1) |
CGU margin achieved in 2017 |
Revenue growth after 2018 2) |
Impairment indica tor: Profit margin over time 3) |
|---|---|---|---|---|
| Construction Norway - Leif Grimsrud AS | 645 | -0.3% | 2.5% | 2.5% |
| Construction Norway - Veidekke Entreprenør AS (Reinertsen) |
14 850 | 3.0% | 2.5% | 4) |
| Construction Norway - Veidekke Entreprenør AS, Region Syd (Agder) |
2 805 | -1.8% | 2.5% | 0.5% |
| Construction Norway - Båsum Boring AS | 142 | 1.9% | 2.5% | 3.2% |
| Industrial - Asphalt | 3 098 | 4.4% | 2.5% | 3.3% |
| Industrial - Aggregates | 594 | 11.9% | 2.5% | 6.5% |
| Construction Denmark - Hoffmann A/S | 2 144 | 6.4% | 2.5% | 0.5% |
| Construction Sweden - Arcona AB | 1 800 | 2.6% | 2.5% | 1.0% |
| Construction Sweden - Veidekke Entreprenad, Region Väst |
1 859 | 2.8% | 2.5% | 0.5% |
1) Revenue in the cash-generating unit (CGU) which the goodwill will be measured against.
2) Expected growth in revenue used in tests at 31 December 2017.
3) "Break-even" level. If the future expected profit margin (over time) is lower than the stated profit margin in the table, this indicates that goodwill impairment is necessary.
4) For the Reinertsen acquisition, other indicators will determine whether impairment is necessary.
The Group has carried out sensitivity analyses to assess the calculated present values for each cash-generating unit with goodwill in excess of NOK 50 million. This indicates the need for impairment for a single CGU in the event of a negative change in the assumptions. The sensitivity analysis is based on the financial assumptions described
above. Calculations are made on the basis that one of the estimated financial assumptions changes and that the remaining assumptions remain the same. The sensitivity calculations are based on a reasonable outcome range. A reduction in revenue of over 20% is considered unlikely. However, if this were to occur, such a reduction could have a significant impact on the units' performance and would most likely result in impairment.
| Discount rate | Revenue 1) | Profit margin | ||||
|---|---|---|---|---|---|---|
| Change in assumption | +100 bp | +200 bp | -10% | -20% | -20% | -40% |
| Impairment need | - | 45 | - | 127 | - | 83 |
1) Margins maintained.
Other intangible assets include extraction rights in the business area Aggregates and purchased customer portfolios. Depreciation of the right to extract crushed stone and gravel is determined on the basis of extraction of gravel. Customer relations are depreciated on a straight-line basis over four to five years.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Carrying amount at 1 January | 136 | 104 |
| Original cost at 1 January | 201 | 154 |
| Additions in purchase of companies | 8 | 56 |
| Translation differences original cost | 6 | -10 |
| Original cost at 31 December | 215 | 201 |
| Accumulated depreciation and impairments 1 January | -64 | -50 |
| Depreciation | -19 | -18 |
| Translation differences depreciation | -3 | 4 |
| Accumulated depreciation and impairments at 31 December | -86 | -64 |
| Carrying amount at 31 December | 129 | 136 |
| 2017 | 2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| Figures in NOK million | Plant and machinery |
Asphalt plants/ quarries |
Land and buildings |
Total | Plant and machinery |
Asphalt plants/ quarries |
Land and buildings |
Total |
| Carrying amount at 1 January | 1 446 | 508 | 560 | 2 514 | 1 301 | 388 | 556 | 2 245 |
| Original cost at 1 January | 3 577 | 1 200 | 779 | 5 556 | 3 270 | 999 | 835 | 5 105 |
| Additions | 647 | 92 | 23 | 761 | 475 | 211 | 23 | 709 |
| Additions from acquisition of operations | 93 | 21 | 49 | 162 | 63 | - | 7 | 70 |
| Disposals original cost | -231 | -48 | -9 | -288 | -179 | -9 | -72 | -260 |
| Reclassification/other changes | 9 | - | 7 | 16 | 2 | - | -3 | -1 |
| Translation differences original cost | 35 | 2 | 14 | 50 | -55 | -1 | -11 | -67 |
| Original cost at 31 december | 4 129 | 1 266 | 862 | 6 258 | 3 577 | 1 200 | 779 | 5 556 |
| Accum. depreciation/impairments at 1 January | -2 131 | -692 | -219 | -3 042 | -1 970 | -611 | -279 | -2 859 |
| Accum. depreciation, disposal of operating equipment |
187 | 46 | 0 | 232 | 149 | 8 | 72 | 230 |
| Depreciation for the year | -402 | -80 | -17 | -499 | -343 | -90 | -15 | -448 |
| Impairment for the year | -3 | -4 | -6 | |||||
| Reclassifications/other changes | -9 | - | -7 | -16 | - | - | - | - |
| Translation differences, depreciation | -21 | -1 | -5 | -27 | 33 | - | 3 | 36 |
| Accumulated depreciation/impairments at 31 December |
-2 379 | -730 | -248 | -3 357 | -2 131 | -692 | -219 | -3 042 |
| Carrying amount at 31 December | 1 750 | 536 | 615 | 2 900 | 1 446 | 508 | 560 | 2 514 |
| Depreciation method | Straight line |
Straight line |
Straight line |
Straight line |
Straight line |
Straight line |
||
| Depreciation rate | 15–25% | 7% | 2–5% | 15–25% | 7% | 2–5% |
Under «Plant and machinery» NOK 91 million has been capitalised related to financial leasing. As at 31 December 2017, the Group has entered into contracts worth NOK 240 million on delivery of operating equipment, which are due for delivery in 2018.
| 2017 | 2016 | ||||
|---|---|---|---|---|---|
| Figures in NOK million | Additions | Disposals | Additions | Disposals | |
| Plant and machinery | 647 | 72 | 552 | 57 | |
| Asphalt plants, quarries | 92 | 1 | 134 | 1 | |
| Land and buildings | 23 | 81 | 23 | 1 | |
| Additions and disposals (sales price) | 761 | 154 | 709 | 59 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Plant and machinery | 28 | 29 |
| Asphalt plants, quarries | -1 | -1 |
| Land and buildings | 72 | - |
| Total net gain on sales | 99 | 29 |
1) Gains on sale of operating equipment are included in revenues, see note 3. Losses on sale of operating equipment are included in operating expenses.
Veidekke's acquisitions of businesses in 2017 and 2016 are summarised in the table below:
| Year of purchase | 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|---|
| Company | Båsum Boring AS 1) |
Asfaltverket Mo AS |
Other acquisi tions 2) |
Total | Norway 3) | Sweden 4) | Danmark 45 | Total |
| Figures in NOK million | ||||||||
| Acquisition cost | 81 | 60 | 62 | 203 | 80 | 116 | 59 | 254 |
| CARRYING AMOUNTS ON THE ACQUISITION DATE: |
||||||||
| Intangible assets | - | - | - | - | - | 35 | - | 35 |
| Plant and machinery, land and buildings | 31 | 66 | 65 | 162 | 62 | 11 | 8 | 81 |
| Trade and other receivables | 43 | 44 | 1 | 88 | 33 | 61 | 21 | 116 |
| Cash received | 9 | - | 1 | 9 | 12 | 33 | 16 | 61 |
| Pension and deferred tax liabilities | -4 | -4 | -14 | -23 | -8 | -9 | -4 | -20 |
| Long-term debt | -5 | -6 | - | -11 | -18 | -29 | - | -48 |
| Trade payables and other current liabilities | -45 | -31 | -1 | -77 | -25 | -44 | -20 | -89 |
| Net identified assets and liabilities, 100% | 29 | 69 | 52 | 150 | 56 | 58 | 21 | 135 |
| Value 100% of shares | 115 | 121 | 61 | 297 | 100 | 116 | 59 | 274 |
| Excess value | 86 | 51 | 10 | 146 | 44 | 58 | 38 | 139 |
| Goodwill allocated | 60 | 51 | 10 | 122 | 44 | 58 | 38 | 139 |
| Non-controlling interests' share of identi fied values |
-9 | - | - | -9 | -20 | - | - | -20 |
| Revenue after takeover 6) | 16 | 61 | 1 | 78 | 269 | 213 | 67 | 549 |
| Profit before tax after takeover 6) | -0 | 6 | 1 | 7 | 16 | 22 | 5 | 42 |
| Revenue before takeover | 126 | 75 | 5 | 206 | - | 102 | 57 | 160 |
| Profit before tax before takeover | 3 | 9 | 3 | 14 | - | 1 | 5 | 7 |
1) Only the majority interest's share of goodwill has been recognised in connection with the acquisition of Båsum Boring AS (70%)
2) Brinkab Forvaltning AB (100%), Kardanaxeln Snäkarad AB (100%)
3) Tore Løkke AS (80%)
4) AB Berggren & Bergmann (100%), Åkersberga Lastbilcentral AB (100%) and Tautech AB (100%)
5) Alpedalens VVS AS (100%), Installationsgruppen AS (100%) and Techniq Installation AS (100%)
6) Included as revenue and profit in the consolidated financial statements
On 15 November 2017 Kynningsrud Fundamentering AS, which is a subsidiary of Veidekke Entreprenør AS, acquired 70% of the shares in Båsum Boring AS and Båsum Boring Trøndelag AS. These companies are engaged in water well and geothermal drilling and are based in Buskerud and Trøndelag. The companies had revenue of NOK 142 million and profit before tax of NOK 3 million in 2017. The expected purchase price for the shares is NOK 81 million, of which NOK 74 million was paid on takeover. NOK 60 million has been allocated to goodwill, and only the majority interest's share has been included. The purchase price allocation is preliminary. This acquisition will strengthen the Norwegian civil engineering unit's capacity. There is a sale and purchase option on the remaining 30% of the shares, where the price will be determined on the basis of expected future earnings and is expected to be NOK 35 million, which has been recognised as a liability in the financial statements. See note 23 for more information about this option.
In the third quarter of 2017, Veidekke Industri AS purchased the remaining 50% of the shares in Asfaltverket Mo AS. Asfaltverket Mo AS is engaged in the production and laying of asphalt in Nordland county in northern Norway. The company had revenues of NOK 90 million in 2017 and profit before tax of NOK 14 million. The purchase price for the shares was NOK 60 million. NOK 51 million has been allocated to goodwill in connection with this business combination. As a result of this transaction, the original ownership share will be recognised at fair value, generating a gain in the financial statements of NOK 29 million.
One smaller acquisition was also made in 2017.
On 11 January 2016 Veidekke Entreprenør AS acquired 80% of the shares in the engineering contractor Tore Løkke AS. The company has offices in Sør-Trøndelag and carries out contracts all over Norway. The company has 78 employees. According to the financial statements for 2017, the company had revenue of NOK 454 million and profit before tax of NOK 43 million. The expected purchase price for 80% of the shares was NOK 80 million, of which NOK 68 million was paid on takeover. NOK 44 million was allocated to goodwill, including the non-controlling party's share.
On 1 April 2016 Veidekke Entreprenad AB acquired 100% of the shares in the company Åkersberga Lastbilcentral AB. The company owns gravel and dumping rights in the central Stockholm area and provides earthwork services. The company reported revenues of NOK 170 million for 2017 and profit before tax of NOK 22 million. The purchase price for the company was NOK 50 million, of which NOK 7 million was
paid in 2017. The company had NOK 28 million in cash on the acquisition date. NOK 7 million has been allocated to goodwill.
On 4 July 2016 Veidekke Entreprenad AB acquired 100% of the shares in the company AB Berggren & Bergmann, which is engaged in civil engineering operations in northern Sweden. This acquisition complements Veidekke's existing civil engineering operations in the area. The company has 45 employees and reported revenue of NOK 167 million for 2017 and a loss of NOK 1 million. The purchase price for the company was NOK 59 million. NOK 45 million has been allocated to goodwill.
Hoffmann AS acquired 100% of the shares in the companies Alpedalens VVS AS, Installationsgruppen AS and Techniq Installation AS on 23 June 2016. The companies reported combined revenues of NOK 124 million for 2016 and profit before tax of NOK 10 million. The companies have 60 employees in total. Revenue and profit for 2017 have not been published, as the companies were merged into Hoffmann A/S from 1 January 2017. NOK 38 million has been allocated to goodwill.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Other intangible assets | - | 35 |
| Machinery, buildings etc. | 162 | 81 |
| Trade and other receivables | 88 | 116 |
| Cash and bank deposits | 9 | 61 |
| Pension and deferred tax liabilities | -23 | -20 |
| Non-current liabilities | -11 | -48 |
| Trade payables and other current liabilities | -77 | -89 |
| Net identified assets and liabilities | 150 | 135 |
| Goodwill acquisitions | 122 | 139 |
| Non-controlling interests | -9 | -20 |
| Joint venture realisation, step acquisition | -60 | - |
| Purchase price | 203 | 254 |
| Agreed purchase price | 203 | 254 |
| Deferred payment | -7 | -35 |
| Deferred payment from previous acquisitions, paid | 7 | - |
| Cash received | -9 | -61 |
| Net cash outflow, business combinations | 193 | 159 |
| Purchase price, companies where Veidekke was the majority owner | 63 | - |
| Net cash outflow, acquisition of subsidiaries | 257 | 159 |
On 1 September 2017, Entreprenør Norge AS purchased the remaining 20% of the shares in Kynningsrud Fundamentering AS, a nationwide supplier of piling and sheet piling works. The company reported revenues of NOK 439 million for 2017 and profit before tax of NOK 46 million. The purchase price for the shares was NOK 59 million. The acquisition did not have any impact on the recognised goodwill. In addition, one small step acquisition has been made, where Veidekke has taken over the remaining 5% of the shares.
The movements for the year for investments in associates and joint ventures are presented in the table below:
| Joint ventures | Associates | Total | |||||
|---|---|---|---|---|---|---|---|
| Figures in NOK million | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Carrying value of investment on 1 Jan. | 1 276 | 1 046 | 86 | 87 | 1 363 | 1 134 | |
| Share of the profit for the year | 329 | 178 | 5 | 12 | 334 | 190 | |
| Dividends received | -380 | -61 | 51 | -13 | -329 | -75 | |
| Capital increases | 135 | 49 | 49 | 3 | 184 | 52 | |
| Disposal of companies | -94 | -71 | -58 | -4 | -151 | -75 | |
| Change in subordinated loans | 60 | 163 | -6 | 3 | 54 | 166 | |
| Change in value recognised in total comprehen sive income |
-41 | -18 | - | - | -41 | -18 | |
| Currency translation differences | 16 | -9 | 1 | -2 | 17 | -12 | |
| Carrying value of investment on 31 Dec. | 1 301 | 1 276 | 128 | 86 | 1 430 | 1 363 |
The Group's total share of assets, liabilities, revenue and expenses related to investments in associates and joint ventures is presented in the table below. The statement has been prepared in accordance with the Group's accounting policies for segment reporting.
| 2017 | |||||
|---|---|---|---|---|---|
| Figures in NOK million | Construction | Property | Industrial | PPP projects | Total |
| INCOME STATEMENT | |||||
| Revenue | 119 | 1 659 | 76 | 27 | 1 882 |
| Expenses | -107 | -1 368 | -71 | - | -1 546 |
| Profit before tax | 12 | 291 | 5 | 27 | 335 |
| STATEMENT OF FINANCIAL POSITION | |||||
| Non-current assets | 58 | 228 | 34 | 1 189 | 1 509 |
| Current assets | 108 | 3 845 | 38 | 121 | 4 112 |
| Total assets | 166 | 4 073 | 71 | 1 310 | 5 621 |
| Non-current liabilites | 39 | 1 734 | 14 | 1 240 | 3 026 |
| Current liabilites | 53 | 1 239 | 26 | 55 | 1 373 |
| Total liabilities | 92 | 2 973 | 40 | 1 295 | 4 400 |
| Net assets | 74 | 1 101 | 31 | 15 | 1 221 |
| Subordinated loans | - | 344 | - | - | 344 |
| IFRIC 15 adjustments | - | -134 | - | - | -134 |
| Investments in associates and joint ventures | 74 | 1 310 | 31 | 15 | 1 430 |
| 2016 | ||||||
|---|---|---|---|---|---|---|
| Figures in NOK million | Construction | Property | Industrial | PPP projects | Total | |
| INCOME STATEMENT | ||||||
| Revenue | 376 | 1 810 | 124 | 16 | 2 325 | |
| Expenses | -356 | -1 534 | -105 | 5 | -1 989 | |
| Profit before tax | 20 | 276 | 19 | 22 | 336 | |
| STATEMENT OF FINANCIAL POSITION | ||||||
| Non-current assets | 58 | 579 | 58 | 1 125 | 1 820 | |
| Current assets | 116 | 3 290 | 51 | 73 | 3 529 | |
| Total assets | 174 | 3 868 | 109 | 1 198 | 5 350 | |
| Non-current liabilites | 37 | 1 660 | 17 | 1 047 | 2 761 | |
| Current liabilites | 54 | 1 148 | 31 | 130 | 1 362 | |
| Total liabilities | 91 | 2 808 | 47 | 1 176 | 4 123 | |
| Net assets | 83 | 1 061 | 62 | 22 | 1 227 | |
| Subordinated loans | - | 297 | - | - | 297 | |
| IFRIC 15 adjustments | - | -162 | - | - | -162 | |
| Investments in associates and joint ventures | 83 | 1 196 | 62 | 22 | 1 363 |
Reconciliation between profit in the companies' accounts and accounting in Veidekke's consolidated financial statements:
| Profit | ||
|---|---|---|
| Figures in NOK million | 2017 | 2016 |
| Profit before tax in associates and joint ventures (taken from the respective companies' accounts) | 335 | 336 |
| Tax on profit for the year | -60 | -73 |
| Profit after tax in associates and joint ventures | 275 | 263 |
| Sale of shares and value adjustments | 29 | - |
| Profit after tax associates and joint ventures (segment reporting, note 2) | 304 | 263 |
| Adjustment of profit in accordance with IFRIC 15 | 30 | -73 |
| Share of net income from associates and joint ventures (financial accounts) | 334 | 190 |
| Profit for the year adjusted to market value | ||
| Profit from investments in associates and joint ventures (financial accounts) | 334 | 190 |
| Fair value adjustment of financial assets | -29 | -4 |
| Total comprehensive income from associates and joint ventures | 305 | 187 |
The figures in the table are from the companies' IFRS accounts and are presented 100%. All investments are consolidated using the equity method.
| Lilleby | Lørenvangen | |||
|---|---|---|---|---|
| Company | Eiendom AS | Utvikling AS 1) | M17 Utvikling AS | Allfarveg AS 2) |
| Figures in NOK million | ||||
| Business area | Property Norway | Property Norway | Property Norway | Other |
| Type of company | JV | JV | JV | JV |
| Business office | Trondheim | Oslo | Oslo | Oslo |
| Dividend paid to the shareholders | - | - | - | 20 |
| Revenue | 378 | 475 | 1 | - |
| Depreciation | - | - | - | - |
| Other costs | -315 | -332 | -8 | - |
| Operating profit | 63 | 143 | -7 | - |
| Interest income | - | 1 | - | - |
| Interest costs | -19 | -10 | - | - |
| Other net financial items | - | - | - | 25 |
| Profit before tax | 44 | 134 | -7 | 25 |
| Income tax expense | -9 | -31 | 2 | -4 |
| Profit after tax | 34 | 104 | -5 | 22 |
| Other comprehensive income | - | - | 1 | 17 |
| Total comprehensive income | 34 | 104 | -4 | 39 |
| Non-current assets | - | - | 3 | 1 026 |
| Cash and cash equivalents | 54 | 134 | 18 | 64 |
| Other current assets / property projects | 948 | 909 | 892 | 16 |
| Current assets | 1 001 | 1 043 | 909 | 80 |
| Non-current financial liabilities | 280 | 461 | 648 | 1 044 |
| Other non-current liabilites | 32 | 34 | 20 | 28 |
| Non-current liabilities | 311 | 495 | 668 | 1 072 |
| Current financial liabilities | 297 | 273 | - | - |
| Other current liabilities | 20 | 5 | - | 34 |
| Current liabilities | 317 | 277 | - | 34 |
| Total equity | 373 | 271 | 244 | - |
| The Group's ownership share (%) | 50% | 50% | 50% | 50% |
| The Group's share of equity | 187 | 135 | 122 | - |
| Carrying value at 31 Dec. 2017 | 187 | 135 | 122 | - |
1) Lørenvangen Utvikling is owned 50% by OBOS. See note 33.
2) See note 14 for more details on the accounting of Allfarveg AS.
Veidekke has interests in five PPP projects: four school projects and one road project.
PPP (Public–Private Partnership) projects are a collaboration between a public and a private operator on a building construction project, where a municipality or government agency orders a service, which in Veidekke's case relates to the lease of a road or school for an agreed lease period. Veidekke establishes a limited liability ("AS") company, which then acts as contracting client, performs the project planning and design, and is responsible for the construction, financing, operation and maintenance during a given lease period. In connection with the school projects, Veidekke Entreprenør AS (Construction Norway) is responsible for both the construction and the operation and maintenance of the buildings during the lease period, while for the road project, the construction work is carried out by Veidekke Entreprenør AS (Construction Norway), while Veidekke Industri AS (Industrial) undertakes the operation and maintenance work.
The actual construction and operation are accounted for in the same way as for ordinary projects and are included in the respective business area's income statement. Figures for the performance of the owner role for the five projects are reported under the segment Other operations. The PPP contracts are accounted for as financial assets according to IFRIC 12 Service Concession Arrangements (The Financial Asset Model), based on amortised cost. Income from the operation and maintenance contract is recognised over the operation period, as the work is done.
| Construction | Ownership | ||||
|---|---|---|---|---|---|
| Overview of PPP contracts | Lease period | contract | share | Status | Legal owner |
| Rykkinn School | 2016–2041 | 0.2 bn. | 50% | Lease period | Skuleveg AS |
| Jessheim College | 2017–2042 | 0.8 bn. | 50% | Lease period | Skulebygg AS |
| Gystadmarka School | 2018–2043 | 0.2 bn. | 50% | Under construction | Skuleplass AS |
| Justvik School | 2018–2043 | 0.1 bn. | 50% | Under construction | Skulegaard AS |
| E39 Lyngdal-Flekkefjord | 2006–2031 | 1.2 bn. | 50% 1) | Lease period | Allfarveg AS |
1) Veidekke's share of profit is 65%.
In the financial statements, the PPP companies are entered on the following lines:
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| INCOME STATEMENT | ||
| Share of net income from joint ventures | 22 | 17 |
| Other financial income | 8 | 31 |
| Other interest costs | -1 | -5 |
| Profit before tax | 29 | 44 |
| STATEMENT OF FINANCIAL POSITION | ||
| Investments in joint ventures 1) | 52 | 22 |
| Non-current financial assets | 0 | 126 |
| Total non-current assets | 52 | 148 |
| Current assets | - | 24 |
| Total assets | 52 | 172 |
| Equity | 52 | 36 |
| Non-current liabilities | - | 123 |
| Current liabilities | - | 13 |
| Total equity and liabilities | 52 | 172 |
1) At 31 December 2017 Veidekke's ownership interest in the joint venture Allfarveg AS has been recorded as NOK 0. This is because the associated interest rate swap contracts must be recognised in the accounts at fair value and there has been a large reduction in the long-term interest rates since the contract was signed. This is discussed in more detail below.
In 2017 Veidekke has reduced its holding in the two companies that are the contract partners for the PPP projects Gystadmarka School and Justvik School from 100% to 50%. The sale generated an overall gain in the financial statements of NOK 7 million and has been included in the income statement under Other financial income. For 2016 reduced holdings generated an overall gain in the financial statements of NOK 23 million.
Dedicated funding has been obtained for all the projects in
the construction and lease period. To ensure predictability in the lease period, interest rate agreements have been entered into. These agreements run over the lifetime of the projects. The rental income from the state or municipality is largely determined at the signing of the contract, making it expedient to hedge the project's interest expense over the same period in order to reduce the overall financial risk. Hedging ensures that any subsequent changes in interest rates will not have a significant impact on the profitability of the projects. The interest hedges are designed to satisfy the requirements for hedge accounting. Key figures for loans and interest rate swaps are shown in the tables below:
Veidekke's share of interest rate derivatives entered into to cover obligations related to the construction and leasing of schools.
| Figures in NOK million | Nominal value | Due date | Fair value 1) |
|---|---|---|---|
| Financing - fixed rate loans | 93 | July 2041 | -11 |
| Hedging - interest rate swaps | 114 | February 2018 | 0 |
| Financing - fixed rate loans | 371 | August 2042 | -38 |
| Financing - fixed rate loans 2) | 110 | December 2042 | -2 |
| Financing - fixed rate loans 2) | 49 | December 2042 | -1 |
1) Fair value is the market value of the financial instrument on 31 December 2017. A negative figure means that the applicable interest rate is lower than it was at the time the contract was signed and indicates, theoretically, what must be paid to the counterpart beyond the principal amount in the event of termination of contract.
2) No withdrawals have been made on the loans, and it therefore follows from IAS 39 that in terms of accounting the loans shall not be recognised at fair value until a withdrawal is made.
The ownership role in the PPP project E39 is exercised through Veidekke's 50% stake in the company Allfarveg AS. The table below shows Veidekke's share of the interest rate derivative.
| Figures in NOK million | Nominal value | Due date | Fair value |
|---|---|---|---|
| Hedging - interest rate swaps | 571 | August 2030 | -141 |
Specification of the item in the statement of financial position Investment in the joint venture Allfarveg AS:
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Carrying value at 1 January | - | - |
| Recognised profit | 14 | 14 |
| Dividends | -12 | -12 |
| Adjustments for fair value of long-term interest rate swaps | 11 | 17 |
| Adjustment for negative equity not recognised from joint ventures | -13 | -20 |
| Carrying value at 31 December | - | - |
Total hedge reserve on the PPP projects:
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Hedge reserve at 1 January | -132 | -146 |
| This year's changes in the hedge reserve | -17 | 17 |
| Hedge reserve at 31 December | -149 | -129 |
| Adjustment of hedge reserve by not including negative equity | 33 | 43 |
| Hegde reserve at 31 December included in the financial statements | -116 | -86 |
The table shows Veidekke's share of interest rate derivatives related to PPP projects. The fair value of all the interest rate derivatives has been reduced by NOK 149 million after tax, of which NOK 116 million has been included in the financial statements at 31 December 2017.
A sensitivity analysis has been conducted of the effect of a possible change in interest rates by 100 basis points up or down. A change of this magnitude would have an effect on equity in the order of NOK 40 million.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Share loans to employees | 159 | 161 |
| Financial investments | 187 | 146 |
| Financial assets PPP projects 1) | - | 126 |
| Other non-current receivables | 143 | 202 |
| Other shares | 19 | 13 |
| Financial assets | 508 | 649 |
1) See note 14.
The item Financial investments includes NOK 187 million in a bond fund. The funds are to cover pension liabilities and have been pledged. The investment is regarded as available for sale and has been recognised in the accounts at fair value.
Other shares are financial instruments available for sale and recognised in the accounts at fair value. The original cost prices are used as an estimate of fair value.
Share loans to employees can be subdivided into the following categories:
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Loans to employees at fair value | 137 | 139 |
| Long-term advance to employees | 22 | 22 |
| Carrying value of share loans to employees | 159 | 161 |
Loans to employees are recognised at fair value in accordance with the principles of IAS 39. The loans are currently interest-free. Carrying value is estimated by discounting the expected future repayments by an estimated market interest rate. The estimations are based on an assumed market interest rate of 3.0% (3.0%) after tax and an assumed average remaining term of five years. The difference
between the carrying value and the nominal value of the loans is treated as advance payments to employees. In the statement of financial position the advance payment is presented together with an estimated fair value of the loans. Satisfactory security has been furnished for the loans. See note 5.
Residential projects involve the construction of residential buildings for sale for Veidekke's own account. Costs incurred in respect of sites for development and units under construction are recognised under this item. Most of the projects run for longer than 12 months, and assets may therefore not be realised and settled until after more than 12 months have passed. In terms of accounting, sites and projects are presented as inventory.
Residential projects are developed both as own projects (wholly owned) and in collaboration with others. When projects are undertaken with others, a company is generally established in which Veidekke has a 50% holding. Many projects are undertaken in joint ventures because this ensures risk sharing and better utilisation of the investment limit. Residential projects in joint ventures and associates are outside of the group's statement of fianancial position.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Sites under development | 3 214 | 2 410 |
| Projects under construction | 3 796 | 2 423 |
| Unsold completed residential units | 44 | 32 |
| Total residential projects | 7 055 | 4 865 |
| Non-residential projects | 22 | 12 |
| Total carrying amount residential projects (wholly owned) | 7 076 | 4 877 |
| Residential projects in joint ventures | 1 201 | 1 155 |
| Residential projects in associates | 71 | 32 |
| Carrying value residential projects in Associates and Joint Ventures (partly owned) | 1 272 | 1 187 |
| Residential projects at 31 December Figures in NOK million |
Sites under development |
Under construction |
Unsold completed |
Total wholly owned projects |
Carrying value Associates and JV's |
|---|---|---|---|---|---|
| Norway | 1 649 | 392 | 20 | 2 061 | 1 142 |
| Denmark | 93 | 465 | - | 558 | - |
| Sweden | 1 473 | 2 939 | 24 | 4 436 | 212 |
| Total carrying value | 3 214 | 3 796 | 44 | 7 055 | 1 353 |
| Residential projects at 31 December Figures in NOK million |
Sites under development |
Under construction |
Unsold completed |
Total wholly owned projects |
Carrying value Associates and JV's |
|---|---|---|---|---|---|
| Norway | 1 136 | 214 | 25 | 1 375 | 956 |
| Denmark | 111 | 96 | - | 207 | - |
| Sweden | 1 163 | 2 113 | 7 | 3 283 | 294 |
| Total carrying value | 2 410 | 2 423 | 32 | 4 865 | 1 251 |
All the sites in the portfolio are valued each year. The carrying amount includes the purchase price of the site, development costs incurred, capitalised interest charges and any deferred payments in connection with the purchase of the site. If a site has a purchase option, the purchase price of the site is not capitalised until the option is exercised.
Veidekke performs an internal valuation of all its properties. Sites for development are valued using a model that calculates the present value of the sites on the basis of a number of assumptions, such as expected utilisation of the site measured as gross floor area for sale (GFAS), expected construction costs, expected construction start date and length of the construction period. All the cash flows in the model are discounted by the Group's required rate of return for property investment, which is 15%.
At the end of 2017 Veidekke had a portfolio of sites in Scandinavia that is expected to yield around 14,000 residential units. A substantial share of the portfolio consists of purchase options, primarily linked to the Swedish property development operations. The portfolio of sites comprises only sites under development. The sites are distributed as shown in the following table:
| Residential units | Owned by Veidekke 1) |
Call options | Total | No. of projects |
|---|---|---|---|---|
| Norway | 4 550 | 750 | 5 300 | 47 |
| Sweden | 3 900 | 4 850 | 8 750 | 109 |
| Total | 8 450 | 5 600 | 14 050 | 156 |
1) Veidekke's share of wholly and partly owned projects.
2016
2017
| Project | Ownership share |
Purchase price NOK mill. 1) |
Rental income 2016 NOK mill. |
Year of purchase | No.of units |
|---|---|---|---|---|---|
| Nycoveien 2, Oslo | 100% | 215 | - | 2014 | 262 |
| Skogsnarveien, Ski | 100% | 107 | - | 2015 | 65 |
| Grenseveien 97, Oslo | 100% | 175 | 4 | 2017 | 177 |
| Grensesvingen 9, Oslo | 100% | 335 | 11 | 2017 | 192 |
| Strandveiutsikten, Trondheim | 100% | 130 | - | 2017 | 215 |
| Lövholmen 13, Stockholm | 67% | 176 | - | 2007 | 58 |
| Projects Norway (purchase price < NOK 100 mill.) – wholly owned |
489 | 1 439 | |||
| Projects Sweden (purchase price < NOK 100 mill.) – wholly owned |
931 | 4 962 | |||
| Projects Denmark (purchase price < NOK 100 mill.) 3) |
149 | ||||
| Total | 2 708 | 7 370 |
1) Veidekkes's share may be adjusted based on the final permits.
2) NOK 56 million has already been written down on projects in Denmark. The carrying amount at 31 December 2017 is NOK 93 million. The sites have been put up for sale.
In connection with the value assessment, the following parameters were considered: construction start date, sales price and construction costs. It is as difficult to quantify the excess value of a development portfolio as it is to identify exactly the effects of changes in the market. Nevertheless, the effect of a few scenarios can be described as follows:
There is a correlation between variations in sales prices and construction costs, but it is not parallel. If the sales prices go down, construction costs will gradually fall in line with the declining number of residential projects. This means that it is possible to keep profit margins in residential projects relatively stable even if sales prices fall. The impact on the project profit margin is smaller if the cost of the site is a relatively small part of the project costs. This means that the book value of the sites generally remains intact.
Although there is a correlation between sales prices and construction costs, there is a limit to how far construction costs can fall. Furthermore, the cost of the site as a percentage of the project costs will increase with a dramatic fall in prices. The value of projects not yet initiated will fall. Write-downs will most likely be under NOK 250 million.
With a required rate of return of 15%, the value of a site will be affected by changes in the construction start date. In the calculations performed when a site is purchased, assumptions are made regarding how long it will take to get planning permission, and thus before sales and construction start. All else being equal, a one-year delay in the construction start date will reduce the value of the portfolio by 15%. Therefore, only delays of two to three years will have a significant impact on the valuation.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Write-downs in the portfolio at the beginning of the period | 92 | 65 |
| Write-downs in the course of the year | 5 | 39 |
| Disposals | -41 | -12 |
| Write-downs in the portfolio at the end of the period | 56 | 92 |
Normally some time passes between a site being purchased and takeover of the site. During this period, a binding purchase agreement has been signed, but since Veidekke has not taken over control of the site, the site is not capitalised in Veidekke's financial statements. In connection with the purchase of some sites, the parties agree to postpone payment of part of the purchase price until the official land-use regulation of the site has been finalised.
| Wholly owned projects (NOK million) | 2018 | 2019 | 2020 | 2021 | Later |
|---|---|---|---|---|---|
| Deferred payment for site purchases 1) | 239 | 915 | 931 | 251 | 91 |
1) Includes only site obligations Veidekke is obligated to fulfil.
Veidekke has signed an agreement for the purchase of Nedre Skøyenvei 24–26 in Oslo with handover in March 2019. The site will be used for public and commercial buildings and development of around 400 residential units. The agreed purchase price is NOK 799 million. An advance payment of NOK 50 million has been paid, which has been recognised under Other current receivables in the statement of financial position. The outstanding sum will be paid in March 2019.
In terms of accounting, sold units under construction are part of Veidekke's inventory. This means that no revenue or profit is recognised in the income statement until the property is handed over to the buyer. By the time a residential project is initiated, there is normally only limited uncertainty regarding the financial outcome of the project. At this point the main risk is generally related to whether the remaining units under construction will be sold. There is limited risk regarding the construction costs, as most of the main
purchases have already been agreed upon at an early stage in the construction phase. To ensure good corporate governance Veidekke's property development units report on project contributions on an ongoing basis in the segment reporting. In the segment accounts (note 2) the projects report progress using the following principle: estimated final profit of the project x sales ratio x stage of completion. This helps ensure that the management at all times has a good overview of activities.
| Carrying amount wholly owned projects (NOK million) | 2017 | 2016 |
|---|---|---|
| Units under construction | 3 796 | 2 423 |
| Unsold completed units | 44 | 32 |
| Total | 3 840 | 2 455 |
| Residential units under construction |
Unsold residen tial units under construction |
Unsold completed residential units |
Average sales ratio 1) |
Average stage of completion 2) |
|
|---|---|---|---|---|---|
| Projects in Norway - wholly owned | 152 | 24 | 5 | 84 % | 54 % |
| Projects in Norway - JV (Veidekke's share) 2) | 405 | 87 | 14 | 79 % | 42 % |
| Projects Sweden - wholly owned | 1 689 | 254 | 1 | 85 % | 71 % |
| Projects in Sweden - JV (Veidekke's share) 2) | 259 | 63 | - | 76 % | 64 % |
| Projects in Denmark - wholly owned | 115 | 10 | - | 91 % | 56 % |
| Total number/total sales ratio | 2 620 | 438 | 20 | 83 % |
1) For units under construction.
2) Shares in joint ventures are reported in the statement of financial position under Investments in joint ventures. See note 13.
| Residential units under construction |
Unsold residen tial units under construction |
Unsold completed residential units |
Average sales ratio 1) |
Average stage of completion 2) |
|
|---|---|---|---|---|---|
| Projects in Norway - wholly owned | 107 | 28 | 6 | 74 % | 23 % |
| Projects in Norway - JV (Veidekke's share) 2) | 493 | 55 | 10 | 89 % | 53 % |
| Projects Sweden - wholly owned | 1 612 | 95 | 4 | 94 % | 71 % |
| Projects in Sweden - JV (Veidekke's share) 2) | 95 | 8 | - | 92 % | 35 % |
| Projects in Denmark - wholly owned | 115 | 40 | 65 % | ||
| Total number/total sales ratio | 2 422 | 226 | 20 | 91 % |
1) For units under construction.
2) Shares in joint ventures are reported in the statement of financial position under Investments in joint ventures. See note 13.
| Accumulated, recognised | ||||||||
|---|---|---|---|---|---|---|---|---|
| No. of units under construction sold on 31 Dec. |
in the segment accounts before tax (note 2)1) |
Accumulated, recognised in the financial statements |
Difference financial statements and segment accounts |
|||||
| Business area | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Property Norway | 446 | 517 | 133 | 136 | -17 | -14 | 150 | 150 |
| Construction Norway | - | - | 24 | 33 | - | - | 24 | 33 |
| Property Sweden | 1 632 | 1 604 | 621 | 440 | -21 | -17 | 643 | 457 |
| Construction Sweden | - | - | 34 | 29 | - | - | 34 | 29 |
| Construction Denmark | 104 | - | 32 | - | -2 | - | 34 | - |
| Total | 2 182 | 2 121 | 843 | 638 | -41 | -31 | 884 | 669 |
1) In the segment accounts, profit from the construction and sale of completed residential projects is taken to income in line with the estimated final profit, sales ratio and stage of completion. The segment accounts are considered to provide the most accurate picture of the ongoing value creation.
Veidekke had 2,182 sold units under construction at 31 December 2017. In the segment accounts Veidekke has recorded a profit of NOK 843 million for these projects, while the financial statements show a loss of NOK 41 million. The difference of NOK 884 million will be recognised in the financial statements when the units are handed over to the buyer.
The financial statements show a loss because the administrative costs and costs of sales are expensed as they are incurred in the financial statements, while income is not recognised until the unit is handed over to the buyer.
Veidekke optimises the portfolio of sites on an ongoing basis. This means that assessments relating to sales or partial sales of projects are part of the operating activities. Development gains amounted to NOK 44 (114) million in 2017, of which NOK 38 (49) million in Norway and NOK 6 (65) million in Sweden.
Inventory includes project inventories in Construction and the inventory for industrial operations. Project inventories in Construction consist of materials, spare parts, small equipment, etc., while the inventory for industrial operations
consists of raw materials (crushed stone, gravel and bitumen).
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Inventory in industrial operations | 178 | 174 |
| Inventory in construction operations | 311 | 241 |
| Inventory in other parts of the operations | 28 | 40 |
| Total inventory | 518 | 455 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Invoiced trade receivables | 5 678 | 5 141 |
| Provisions for bad debts | -16 | -33 |
| Due from customers | 688 | 747 |
| Accrued revenue | 1 495 | 1 293 |
| Work invoiced in advance (not recognised income) | -2 473 | -2 124 |
| Trade receivables | 5 372 | 5 025 |
See the section on revenue recognition in the presentation of the Accounting Policies for more detailed information on invoicing and accrual of projects.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Receivables not due for payment | 3 267 | 2 741 |
| Less than 30 days since due date | 855 | 637 |
| 30–60 days since due date | 103 | 219 |
| 60–90 days since due date | 57 | 45 |
| 90–80 days since due date | 26 | 49 |
| More than 180 days since due date 1) | 1 371 | 1 450 |
| Invoiced trade receivables | 5 678 | 5 141 |
1) Receivables that are overdue by more than 180 days comprise significant sums. These are generally related to disputes, which take time to resolve and which, in some cases, have to be resolved in a court of law. Any impairment of a receivable is based on project risk and is included in the evaluation of the project's likely outcome (estimated final result). See note 32 Disputes and claims related to projects.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Provisions at 1 January | 33 | 28 |
| Currency translation differences | 1 | -1 |
| Provisions made during the year | 9 | 29 |
| Provisions used during the year | 1 | - |
| Provisions reversed during the year | -29 | -23 |
| Provisions at 31 December | 16 | 33 |
Provisions are mainly made on a group basis.
Credit risk is the risk that Veidekke will incur a loss as a result of a customer's inability to fulfil their obligations (bankruptcy risk).
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Trade receivables | 5 372 | 5 025 |
| Of which: | ||
| Received bank guarantees to trade receivables | 406 | 382 |
| Other guarantees | 605 | 224 |
| Receivables from public authorities (state and municipal level) 1) | 2 096 | 2 250 |
| Total secure receivables | 3 108 | 2 857 |
| Maximum unhedged credit risk in the trade receivables | 2 264 | 2 168 |
1) Receivables from public authorities in Scandinavia are assumed to have zero credit risk.
The Group's cash and cash equivalents consist of bank deposits. At 31 December 2017 the Group has NOK 40 (39) million in restricted cash.
Veidekke ASA's largest shareholders at 31 December 2017 are presented in the following table:
| Ownership | ||
|---|---|---|
| No. of shares | share | |
| OBOS BBL | 23 769 440 | 17.8% |
| Folketrygdfondet | 15 404 795 | 11.5% |
| If Skadeförsäkring AB | 9 196 059 | 6.9% |
| Handelsbanken Asset Management | 5 650 219 | 4.2% |
| Danske Invest Norge | 5 253 230 | 3.9% |
| Fund managed by DNB Asset Management | 4 808 548 | 3.6% |
| Must Invest AS | 3 000 000 | 2.2% |
| MP Pensjon | 2 708 284 | 2.0% |
| Vanguard Group | 2 503 808 | 1.9% |
| Storebrand Asset Management | 2 135 186 | 1.6% |
| Odin Fund Management | 1 813 836 | 1.4% |
| Alfred Berg | 1 767 982 | 1.3% |
| Nordea Asset Management | 1 240 318 | 0.9% |
| KLP | 1 110 216 | 0.8% |
| Arctic Asset Management | 853 214 | 0.6% |
| Sum 15 largest shareholders | 81 215 135 | 60.7% |
| Employees (3 892 individuals) | 20 181 673 | 15.1% |
| Others | 32 308 134 | 24.2% |
| Total | 133 704 942 | 100% |
| No. of shares 1 January 2017 | 133 704 942 |
|---|---|
| No. of shares 31 December 2017 | 133 704 942 |
Each share has a nominal value of 0.50.
Shares owned by board members and members of the corporate management on 31 December 2017:
| No. of shares | |
|---|---|
| THE BOARD OF DIRECTORS | |
| Martin Mæland, chair | 30 000 |
| Per-Otto Dyb, deputy chair | 4 000 |
| Gro Bakstad | 13 000 |
| Hans von Uthmann | - |
| Ingalill Marie Berglund | 2 500 |
| Ingolv Høyland | 3 300 |
| Ann-Christin Andersen | 5 000 |
| Inge Ramsdal | 7 695 |
| Odd Andre Olsen | 3 855 |
| Arve Fludal | 8 115 |
| Shares owned by board members | 77 465 |
| Total | 692 340 |
|---|---|
| Total shares owned by corporate management | 614 875 |
| Hege Schøyen Dillner | 11 445 |
| Terje Larsen | 108 795 |
| Lars Erik Lund | 13 340 |
| Jørgen Wiese Porsmyr | 106 660 |
| Jimmy Bengtsson | 46 140 |
| Dag Andresen | 178 850 |
| Arne Giske | 149 645 |
Veidekke does not own any of its own shares.
The dividend for financial year 2016, which was paid out in 2017, amounted to NOK 602 million (NOK 4.5 per share). The proposed dividend for the 2017 financial year is NOK 669 million (NOK 5.0 per share). Payment of dividends to Veidekke ASA's shareholders does not affect the company's tax payable or deferred tax.
Veidekke has both defined-contribution and defined-benefit pension plans. In the defined-contribution plans, the cost is equal to the contributions towards the employees' pension savings made during the period. The future pension depends on the size of the contribution and the return on the pension savings. In defined-benefit plans, Veidekke is responsible for paying an agreed pension to an employee on the basis of expected final salary. The cost for the period shows the employees' pension accrual in the financial year. Most of Veidekke's pension plans are defined-contribution schemes, but there are defined-benefit plans for employees over the age of 62 years in Norway and for some Norwegian managers.
In Norway, Veidekke has the following pension schemes:
Veidekke has a defined-contribution scheme, whereby Veidekke pays a fixed monthly contribution into the individual employee's pension account. The size of the contribution depends on the employee's salary. In 2017 the contribution was 5.5% of the pay for salaries between 1G and 7.1G and 11% for salaries between 7.1G and 12G. The employees can choose the risk profile for the management of their pension funds. In the event of death, the pension account accrues to the employee's survivors.
There is a defined-benefit pension scheme for employees older than 63 years who worked in Veidekke on 31 December 2012. In the defined-benefit plan Veidekke has committed to paying a life-long pension of a specified amount, and the company bears the risk for the return on the pension funds. The service period for a full retirement pension under this pension scheme is a minimum of 30 years. Veidekke's pension plan is a supplemental pension which, together with the National Insurance pension, provides a retirement pension of roughly 60% of the employee's salary on retirement, assuming a full service period. The ordinary pension scheme is financed by funds accumulated in a life insurance company, which manages the funds and administers the scheme. This pension scheme for salaries exceeding 12G is financed through operations.
Prior to 1 January 2013 Veidekke had a defined-benefit pension scheme for all its employees. In connection with the transition to a defined-contribution pension, a compensation scheme was introduced for employees who would lose out as a result of the switch to the new pension plan. Provisions have been made in the accounts for this scheme.
The private-sector AFP early retirement scheme is a life-long supplement to the public retirement pension scheme and is paid no earlier than age 62. The Norwegian group companies have AFP early retirement pensions for their employees. Employees must satisfy a number of conditions to be eligible for early retirement under the AFP scheme.
The AFP scheme is a defined-benefit, multi-employer pension plan and is financed through premiums, which are determined as a percentage of the salary. There is currently no reliable measurement and allocation of liabilities and assets in the scheme. For accounting purposes, the scheme is treated as a defined-contribution plan for which premium payments are expensed as incurred, and no provisions are made in the accounts. If the scheme had been capitalised, its implementation would have had significant impact on the accounts. The premium for 2017 was 2.5% of salaries between 1G and 7.1G.
Veidekke has an early retirement scheme for some of its senior executives in Norway covering retirement between the ages of 64 and 67. It is a defined-benefit plan and has 12 members. These individuals have the right to retire at the age of 64, with an early retirement pension that is
60% of their final salary, financed through operations. The scheme is closed. For further details, see note 30.
Employees in Norway with salaries exceeding 12G are given pension credit for salary above 12G. The scheme covers retirement pension, disability pension and children's pension. There is an allocation scheme where 20% of salary over 12G is set aside. The allocated amount is adjusted each year in line with defined indices. The pension is paid from 67 years at the earliest and for ten years from when it is first drawn.
In Norway, a new Act on disability pensions came into force on 1 January 2016, and Veidekke implemented the necessary changes on 1 October 2016. The Act is intended to ensure that private disability pension schemes are adapted to the Norwegian National Insurance Scheme's rules on disability benefit. As a result of the changes in the rules, Veidekke has terminated the company's disability pension scheme for employees in Norway and from the same date established a new scheme with corresponding coverage, but without the accumulation of paid-up value. Discontinuation of the old scheme has had a positive effect on the 2016 accounts of NOK 108 million. The gain from discontinuation of the old disability pension system was calculated by an actuary. The Financial Supervisory Authority of Norway defines how these calculations are to be performed. In 2017 the Financial Supervisory Authority of Norway published new guidelines, necessitating recalculation of the gain on discontinuation of the disability pension scheme, which resulted in an increase of NOK 35 million. The increased gain has been recognised in the 2017 financial statements.
Veidekke ASA has defined-contribution pension schemes for its employees in Denmark and Sweden whereby the company makes a monthly contribution to the scheme, while the employees bear the risk for the return on the pension funds. The pension funds are placed in life insurance companies, which manage the funds and administer the schemes. The pension schemes cover retirement and disability pension.
In Denmark Veidekke pays two-thirds of the contributions, while the employee pays the remaining third. The employer's contribution constitutes 8% of the salary. The retirement age in Denmark is between 65 and 69 years, depending on year of birth. The payment of the retirement pension is very flexible, and, in the event of death before retirement, the pension is payable to surviving dependants. There is a corresponding defined-contribution scheme for the management of the Danish company, but in this scheme the employer's contribution is 10% of the salary.
In Sweden, Veidekke pays a contribution of 10% of the salary. Pensionable age in Sweden is 65, with the right to work until the age of 67. The payment of the retirement pension is very flexible, and, in the event of death, the pension is payable to surviving dependants.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| PENSION COSTS | ||
| Current service cost | 24 | 46 |
| Interest cost on net pension liabilities | 9 | 12 |
| Termination of defined-benefit scheme in Norway 1) | -35 | -108 |
| Total costs (defined-benefit schemes) | -2 | -51 |
| Cost of defined-contribution plan Pension costs |
427 425 |
352 301 |
| 1) For 2016 and 2017 the figure is discontinuation of the disability pension scheme with accumulation of paid-up value. | ||
| COMPOSITION OF NET PENSION LIABILITIES | ||
| Pension liability - defined-benefit schemes | -1 201 | -1 201 |
| Pension assets | 830 | 874 |
| Net pension liability defined-benefit schemes | -371 | -327 |
| Pension liability - other schemes | -99 | -76 |
| Pension liability at 31 December | -470 | -404 |
| CHANGE IN GROSS PENSION LIABILITY DURING THE YEAR | ||
| Gross pension liability at 1 January | -1 201 | -1 350 |
| Current service cost | -23 | -44 |
| Interest cost | -30 | -33 |
| Termination of defined-benefit schemes | 35 | 108 |
| Issue of paid-up policies on termination of pension plan | 63 | 58 |
| Actuarial gains and losses recognised in comprehensive income | -104 | -5 |
| Payroll tax of employer's contribution | 5 | 8 |
| Benefits paid during the year | 55 | 58 |
| Gross pension liability at 31 December | -1 201 | -1 201 |
| CHANGE IN PENSION ASSETS DURING THE YEAR | ||
| Pension assets at 1 January | 874 | 885 |
| Expected return | 21 | 20 |
| Transfer of pension assets to defined-contribution fund | -63 | -58 |
| Employer's contributions | 40 | 64 |
| Transfer of pension assets to defined-contribution premium fund | -5 | - |
| Year's actuarial gains and losses recognised in total comprehensive income | 12 | 11 |
| Payroll tax of employer's contribution | -5 | -8 |
| Benefits paid during the year | -44 | -39 |
| Premium assets as of 31 December | 830 | 874 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Gross pension liabilities | -1 201 | -1 201 |
| Pension assets | 830 | 874 |
| Net pension liability defined-benefit schemes | -371 | -327 |
| OVERVIEW OF ACTUARIAL GAINS AND LOSSES - DEFINED-BENEFIT SCHEMES | ||
| Liabilities: | ||
| Changes in economic assumptions | -85 | 4 |
| Changes in population and demographic assumptions | -25 | -15 |
| Pension assets: | ||
| Actual return v. actuarial assumption | 17 | 17 |
| Year's actuarial gains and losses recognised in total comprehensive income before tax | -93 | 6 |
| Year's actuarial gains and losses recognised in total comprehensive income after tax | -72 | 4 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| FINANCIAL ASSUMPTIONS | ||
| Discount rate/return on pension investments | 2.3% | 2.6% |
| Annual wage growth | 2.5% | 2.5% |
| Annual adjustment of G (National Insurance Scheme basic amount) | 2.3% | 2.3% |
| Annual adjustment of pensions under payment | 0.4% | 0.0% |
| Mortality table | K2013 | K2013 |
| PENSION ASSETS | ||
| Investment | ||
| Property | 12% | 14% |
| Bonds | 52% | 61% |
| Short-term investments | 21% | 14% |
| Shares | 15% | 10% |
| Total investments | 100% | 100% |
| Return | ||
| Book return | 5.1% | 6.4% |
| Adjusted return | 5.7% | 5.0% |
The estimated premium for defined-benefit plans for 2018 is NOK 30 million.
The cost of defined-benefit pension plans for 2018 is also expected to be NOK 30 million. The future annual cost of the defined-benefit schemes depends on a number of factors beyond actual wage growth. Annual service cost is calculated using actuarial assumptions, which have a major impact on the cost. This includes expectations concerning future wage growth, future adjustments of the National Insurance scheme basic amount ("G"), future pension adjustments, the discount rate and mortality tables.
Veidekke's defined-benefit pension schemes are mostly arranged
as asset-based pension schemes managed by life insurance companies. This means that the life insurance company at all times has premiums in line with the accrued pension rights. Approximately half of the recognised pension liabilities and assets are related to asset-based schemes for former employees who are now retired. For this group, it is expected that the life insurance company will not require additional premium payments in the event of changes in the underlying economic and demographic assumptions. Any changes made in the economic assumptions that are categorised as probable will not have a significant impact on the ordinary income statement. The effect on the statement of financial position may be larger, as pension liabilities are recognised at fair value. Changes in actuarial assumptions may entail differences in the Group's equity of up to NOK 100 million.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| INCOME TAX EXPENSE | ||
| Tax payable | 95 | 145 |
| Change in deferred tax | 44 | 26 |
| Adjustments previous years | 1 | -2 |
| Total | 140 | 170 |
| RECONCILIATION OF THE GROUP'S TAX RATE | ||
| Calculated income tax based on Norway's current tax rate (24% in 2017, 25% in 2016) | 302 | 273 |
| Actual income tax expense | 140 | 170 |
| Difference | 162 | 103 |
| EXPLANATION DIFFERENCE INCOME TAX EXPENSE | ||
| Tax from activity in joint ventures 1) | 79 | 47 |
| Tax-exempted sales of companies 2) | 70 | 22 |
| Other permanent differences: | ||
| Non-deductible expenses | -26 | -15 |
| Effect of changes in the tax rate 3) | 18 | 19 |
| Deferred tax asset, not previously recognised | 20 | 23 |
| Lower tax rate in Sweden and Denmark than in Norway | 11 | 10 |
| Other items | -9 | -2 |
| Total | 162 | 103 |
| Group tax rate | 11% | 16% |
1) Profit from associates and joint ventures are recognised in the income statement after tax and therefore do not affect the Group's recognised tax expense.
2) Relates primarily to sales of companies in the Group's property development operations
3) For 2017, the effect is related to the lowering of the tax rate in Norway from 24% to 23%. In 2016 there was a corresponding effect related to a reduction in the tax rate from 25% to 24%.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| DEFERRED TAX | ||
| Current items 1) | 647 | 579 |
| Total current items | 647 | 579 |
| Operating equipment - additional depreciation | 161 | 128 |
| Other non-current items | 79 | 93 |
| Provisions for liabilities | -232 | -216 |
| Pension liabilities | -95 | -92 |
| Total non-current items | -87 | -88 |
| Losses carried forward | -104 | -83 |
| Net deferred tax liabilities | 456 | 408 |
1) In Norway and Denmark construction projects in progress are not taxed until completion and handover. Given stable orders, this will provide a permanent tax credit of approx. NOK 600 million.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Deferred tax assets 1) 2) | -55 | -65 |
| Deferred tax liabilities | 512 | 474 |
| Net deferred tax liabilities | 456 | 408 |
1) Tax assets that cannot be offset against deferred tax.
2) At 31 December 2017 Veidekke had NOK 46 million (NOK 65 million) in deferred tax assets in Sweden. The amount is net after calculation of tax liabilities. The loss carry-forwards in Sweden have no time limit.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Current items | 68 | -30 |
| Non-current items - accelerated depreciation | 33 | 9 |
| Other non-current items | -14 | 36 |
| Provisions for liabilities | -16 | -10 |
| Pension liabilities | -2 | 29 |
| Losses carried forward | -21 | 13 |
| Change in deferred tax | 47 | 46 |
| Currency translation differences | -4 | 1 |
| Deferred tax in connection with acquisition/sale of companies | -22 | -17 |
| Change in deferred tax recognised in total comprehensive income | -22 | -3 |
| Change in deferred tax in the income statement | 44 | 26 |
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| Figures in NOK million | Profit before tax |
Income tax expense |
Comprehensive income |
Profit before tax |
Income tax expense |
Comprehensive income |
| STATEMENT OF COMPREHENSIVE INCOME |
||||||
| From the income statement | 1 259 | 140 | 1 119 | 1 092 | 170 | 922 |
| Other income recognised in comprehensive income: |
||||||
| Revaluation of pensions | -94 | -22 | -72 | 5 | 1 | 4 |
| Currency translation differences | 84 | - | 84 | -102 | - | -102 |
| Fair value adjustments of financial assets | -16 | -1 | -15 | 10 | 2 | 8 |
| Total comprehensive income | 1 234 | 118 | 1 116 | 1 005 | 173 | 832 |
In 2017 NOK 6 million (NOK 6 million) was recorded as a reduction in tax payable and an increase in equity related to sale of own shares at a discount to Group employees. See note 5.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Bonds 1) | - | 750 |
| Non-current loans from credit institutions | 611 | 194 |
| Non-current loans from others | 1 | 19 |
| Non-current interest bearing liabilities | 613 | 962 |
1) Veidekke had NOK 750 million in bond debts at 31 December 2017. As it matures in June 2018, it has been classified as current liabilities.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Option agreements Norway 1) | 69 | 34 |
| Option agreements Sweden 1) | 58 | 55 |
| Other non-current liabilities | 46 | 46 |
| Other non-current liabilities | 173 | 136 |
1) For certain partly owned subsidiaries, there are option agreements with the non-controlling interests whereby Veidekke has a right to buy remaining shares and the non-controlling interests have a right to sell the same shares. The subsidiaries in Norway to which this applies are Båsum Boring AS (70%), Seby AS (70%), Hammerfest Entreprenør AS (83%) and Tore Løkke AS (80%). The subsidiaries in Sweden to which this applies are Veitech AB (90%) and Recess AB (70%). Veidekke's ownership share in brackets.
Instalment profile details can be found in note 29.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| TRADE PAYABLES | ||
| Trade payables | 2 515 | 2 146 |
| Provision for accrued costs | 2 220 | 2 036 |
| Total trade payables | 4 735 | 4 182 |
| OTHER CURRENT LIABILITIES | ||
| Advance payments from customers, property development operations | 4 363 | 3 252 |
| Advance payments from customers, construction operations | 1 404 | 1 152 |
| Other liabilities | 1 705 | 1 676 |
| Other current liabilites | 7 471 | 6 080 |
Advance payments from customers include both unearned invoiced income on projects (work invoiced in advance) and advance payments from customers in connection with residential sales.
Provision is made for guarantee work under the item Warranty provisions etc., for example to remedy any defects or omissions on completed projects. Warranty provisions etc. also covers other liabilities, such as claims from subcontractors, claims from third parties, etc. Provisions are made to cover both accrued warranty liabilities and
contingent liabilities, etc. Among other things the provisions must cover future expenses for the remedy of hidden defects, i.e. defects and omissions that have not been detected. In addition, they must also cover issues that are detected, but where there is uncertainty regarding the scope, responsibility, costs, etc. (disputes).
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Warranty provisions etc. at 1 January | 915 | 848 |
| Currency translation differences | 23 | -21 |
| + new warranty provisions (additions) | 504 | 412 |
| - reversed warranty provisions (disposals) | -212 | -170 |
| - actual claims expenses (consumption) | -256 | -153 |
| Warranty provisions etc. at 31 December | 975 | 915 |
All projects shall be handed over to the customer in accordance with the contract. If defects or omissions are detected in projects that have been handed over, the contractor may be liable to remedy them at no extra charge. The projects have different warranty periods, but the norm is three to five years.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| MORTGAGES | ||
| Recorded liabilities secured by mortgages etc. | 26 | 178 |
| Book value of mortgaged assets 1) | 29 | 363 |
| GUARANTEES | ||
| Guarantees to joint ventures and associates | 51 | 11 |
| Guarantees to other companies | 1 | 128 |
1) Reduction in mortgages is due to sale of shares in PPP companies. See note 14.
Guarantees can only be enforced if the joint venture or associated company is unable to meet its obligations. The Group has given a negative pledge for loans and guarantees.
As a result of its participation in partnerships and joint ventures, Veidekke could become liable for other participants' inability to fulfil their obligations.However, Veidekke is not liable until the company in question is unable to meet its obligations.
Veidekke has pledged financial assets with a carrying amount of NOK 187 million at 31 December 2017 to cover pension liabilities incurred. See note 15 Financial assets.
The aim of the Group's capital management is to ensure sufficient financial flexibility for the Group to be able to undertake operational and strategic actions in the short and long term. Veidekke shall have a strong financial position that promotes profitability and value creation throughout the entire Group and thus provides the shareholders with a return. Key parameters in the efforts to ensure a solid capital structure are the Group's equity, its level of and developments in net interest-bearing debt, ongoing cash flow and financial constraints. The Group's liquidity is strongly affected by seasonal variations with the highest debt burden through the summer half of the year due to high activity levels. The Group's capital management is adapted to take these variations into account.
Veidekke's dividend policy calls for a pay-out ratio of at least 50% of the profit after tax. Shareholders shall receive continuous returns that are directly correlated with results. The average pay-out ratio for the last ten years is 70%.
Veidekke can use repurchase of own shares as an instrument to optimise the capital structure of the company during periods in which the Group has a strong financial position. Repurchase of own shares is thus a supplement to the current dividend policy. The Board is authorised to repurchase up to 10% of the company's share capital. Repurchase of own shares is only applicable if the share price is considered to be below actual market value.
In recent years Veidekke has prioritised dividend pay-outs and operational investments rather than repurchase of own shares.
Operations are financed at the Group level. Veidekke has a differentiated portfolio of loans with respect to both sources of loans and maturity structure. The Group uses the bank, bond and commercial paper markets as sources of financing. Veidekke has a loan agreement with DNB with a credit limit of NOK 3.6 billion, which matures in 2020. At the end of 2017, NOK 0.5 (0) billion of the credit limit was utilised. In addition Veidekke has a bond loan of NOK 750 million, which matures in June 2018. The Group had no outstanding commercial papers at 31 December 2017. Veidekke has no official credit rating, but has "investment grade" shadow ratings of BBB from SEB.
The Group has substantial amounts of capital tied up in its property development operations in the form of sites and residential units under construction in Norway and Sweden. Property Development has a limit for capital invested of NOK 4.5 billion. At year-end capital invested was NOK 4.2 billion (NOK 3.1 billion). Capital management is based on the risk exposure in both the various different market segments according to geography, product (type of housing, sales ratio, land bank, etc.) and through the various forms of collaboration with external partners, including joint ventures.
Veidekke aims to maintain a strong financial position. This can best be achieved through good operational management, low risk exposure and sound management of the parameters that exert an influence on the company's financial risk. Financial management and control are an integral part of the Group's strategy process, and the Group's financial policy sets the guidelines for the handling of financial risk management.
Veidekke has a central finance department that shall ensure the Group financial flexibility in the short and long term and monitor and manage financial risk in collaboration with the individual companies. The finance unit is responsible for tasks relating to financing and management of interest-rate and currency risk, while the business areas manage the risks relating to ongoing operations, including credit risk and payment conditions.
Veidekke is primarily exposed to risks related to trade receivables, liquidity and interest-bearing debt.
Credit risk is the risk of financial losses due to the inability of a customer or the counterparty of a financial instrument to fulfil their contractual obligations. The Group's credit risk is mainly related to the settlement of receivables, the largest risk of which is inherent in the Group's trade receivables. The credit risk attached to trade receivables is related to the customer's ability to pay, not the customer's willingness to pay (project risk). The Group has a substantial share of public-sector customers (approx. 30%), for whom the credit risk is considered very low. For private customers (approx. 70%), the credit risk is handled through the contracts with the clients and good credit follow-up routines in the business areas. The Group's largest single customer, measured by revenue, is the Norwegian Public Roads Administration.
Upon contract signing, the credit risk depends on the specific design of agreements with the client. As a part of Veidekke's risk management, the management systems contain procedures for the drafting of contracts, including specifications stating that agreed payment plans shall be closely linked to planned progress. In addition, turnkey contracts are, to a large extent, based on national standards (e.g. Standards Norway), which contain requirements regarding the client's provision of security for the contract price (Standards Norway requires up to 17.5% of the contract price during the building period). Together, these two measures mean that exposure to credit risk within ordinary construction projects is regarded as low. In Sweden, there is no national standard provision for bank guarantees, making the risk somewhat higher in this market. In the business area Industrial, which has a considerably larger number of customers, importance is placed on procedures for credit rating, timely invoicing, guarantees and active follow-up of outstanding claims. Property Development seeks to minimise risk through advance payments, and by ensuring that handover does not take place until full payment has been received.
The Group has no significant credit risk relating to any one party. The Group has not acted as guarantor for any third party's debts with the exception of the matters discussed in note 26.
There is always a risk that a customer may not be willing to settle its debts. This is regarded as an operating risk and not a financial risk, and is handled as part of the ordinary project valuation. For further details, see note 18 Trade receivables and note 32 Disputes and claims related to the projects.
Liquidity risk is the risk that Veidekke will not be able to fulfil its payment obligations when they fall due. Good liquidity is an important prerequisite to profitability in Veidekke and the company's ability to invest and take risks in capital-intensive activities. Liquidity risk management has high priority as an element in the objective of financial flexibility. Management, measurement and control of liquidity are carried out from the project level and on through all the levels of the organisation. In Property Development liquidity risk in projects for own account is limited by the fact that, as a main rule, residential projects shall not be started until the sales rate exceeds 50%. For Construction operations the Group also has other substantial borrowing facilities available to it to meet its current performance guarantees for construction projects.
Veidekke has a credit facility of NOK 3.6 billion, which matures in 2020. The borrowing facilities are based on a negative mortgage declaration and are conditional on Veidekke's financial key figures (covenants), sales of significant assets without consent, and own-account risk in residential and non-residential projects. Veidekke meets all
the requirements laid down in the loan agreement with a clear margin and has good financial flexibility.
Key financial figures for the loan agreement (covenants):
If Veidekke approaches the limits of the key financial figures, the following will be implemented:
See note 19 for information on cash and cash equivalents, note 23 for information on non-current interest-bearing liabilities, note 26 for information on mortgages and guarantees, and note 29 for information on sensitivity analysis and maturity structure.
The Group is exposed to price risk related to equity instruments through investments classified as available for sale. This type of investment is normally not a part of the Group's investment strategy. Veidekke prioritises investments in companies and projects that allow the Group considerable influence on future operations and development.
The Group has financial investments classified as available for sale of NOK 206 million at 31 December 2017, of which NOK 187 million has been invested in a bond fund. The investment is related to funds to cover pension liabilities.
Veidekke has little hedging of input factors for use in production, and then only after an order has been placed.
The petroleum product bitumen is an important input factor for the asphalt operations in the business area Industrial. The price of this product is closely linked with developments in oil prices. However, bitumen costs are rarely hedged. The reason for this is that our largest customer, the Norwegian Public Roads Administration, contractually bears most of the risk related to changes in the price of bitumen. As for deliveries to other customers, the time between order placement and execution is usually short, thus reducing the risk of price changes. At 31 December 2017 Veidekke had entered into six hedging contracts.
Veidekke's interest rate risk is linked to the Group's portfolio of debt. This risk is managed on the Group level. The various business areas are exposed to interest rate risk, and in some partly owned companies, interest derivatives are used to reduce considerable long-term interest risk.
Historically the Group has used interest rate derivatives to some extent to reduce fluctuations in profit figures arising from changes in interest rate levels, i.e. interest rate swaps as cash flow hedges of loans. In June 2013 Veidekke ASA signed a five-year, fixed-rate agreement for NOK 500 million. Under this agreement, Veidekke pays a fixed interest rate of 2.22% plus a loan margin until June 2018. This agreement is accounted for as hedging.
The value of the Group's interest rate swaps is estimated using the forward rate on the balance sheet date and is confirmed by the financial institution with which the agreement is signed.
Veidekke has ownership interests in five PPP companies: the school projects Skuleveg AS (50%), Skulebygg AS (50%), Skulegard AS (50%), Skuleplass AS (50%) and the road project Allfarveg AS (50%). Long-term fixed-rate financing agreements have been signed for all the projects. Interest rate risk is eliminated by linking the agreed financing to signed lease contracts. There is a more detailed presentation of the PPP projects in note 14.
The current interest rate level is expected to have a significant effect on the demand for the Group's products, particularly among private customers. Therefore, an indirect interest rate risk is inherent in the general market risk. Rising interest rates normally result in lower activity for the Group's building and construction operations and also reduce sales of homes for Property Development.
Fluctuations in currency rates have little direct influence on Veidekke, as its operations are largely national in character and the project cash flows are normally in the same currency. Any substantial currency risks that arise are hedged through forward exchange contracts or similar arrangements. Equity in foreign subsidiaries is not hedged, and any changes will affect the Group's total comprehensive income. Net currency gains in 2017 amounted to NOK -3 million (NOK 15 million).
The carrying value of assets and liabilities can be broken down into the following categories:
| Figures in NOK million | Balance sheet as of 31.12.2017 |
Financial assets and liabilities at fair value through profit and loss |
Loans and receivables |
Available-for-sale financial assets |
Other financial liabilities |
|---|---|---|---|---|---|
| Non-current financial assets | 508 | - | 303 | 205 | - |
| Trade and other receivables | 6 034 | - | 6 034 | - | - |
| Cash and cash equivalents | 392 | - | 392 | - | - |
| Total financial assets | 6 933 | - | 6 728 | 205 | - |
| Non-current interest-bearing liabilities | 613 | - | - | - | 613 |
| Other non-current liabilities | 173 | - | - | - | 173 |
| Current interest-bearing liabilities | 760 | - | - | - | 760 |
| Tax payable | 75 | - | - | - | 75 |
| Other current liabilities | 13 018 | - | - | - | 13 018 |
| Total financial liabilities | 14 639 | - | - | - | 14 639 |
Veidekke's financial instruments recorded at fair value are reconciled in the following table:
| Figures in NOK million | Financial assets available for sale |
Financial assets at fair value through profit and loss |
Interest rate derivatives |
Total |
|---|---|---|---|---|
| Financial instruments at 1 January 2017 | 159 | - | -616 | -457 |
| Additions | 35 | - | - | 35 |
| Sales / disposal | - | - | 108 | 108 |
| Gains (losses) recognised in other comprehensive income | 11 | - | 6 | 16 |
| Gains (losses) recognised in the income statement | - | - | - | - |
| Financial instruments at 31 December 2017 | 205 | - | -503 | -298 |
1) Veidekke's share of financial instruments in joint ventures is not included.
The table below analyses financial instruments recorded at fair value according to valuation method. The different levels are defined as follows:
Level 1: Fair value is measured using quoted prices from active markets for identical financial instruments. No adjustment is made for these prices.
Level 2: Fair value is measured using other observable input than that used in level 1, either directly (prices) or indirectly (derived from the prices).
Level 3: Fair value is measured using input that is not based on observable market data.
| Figures in NOK million | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial assets available for sale | - | 146 | 13 | 159 |
| Interest rate derivatives | - | -616 | - | -616 |
| Total at 31 December 2016 | - | -470 | 13 | -457 |
| Financial assets available for sale | - | 187 | 19 | 205 |
| Interest rate derivates | - | -503 | - | -503 |
| Total at 31 December 2017 | - | -316 | 19 | -298 |
The carrying value of cash and cash equivalents and liabilities to credit institutions is virtually the same as their fair value, since these instruments have a short maturity term. Correspondingly, the carrying value of trade receivables and trade payables are virtually the same as the fair value, as they are agreed upon under "normal" terms. This also applies to unpaid government charges, tax payable and current liabilities. Non-current liabilities have variable interest rates and continuous interest rate adjustment and therefore the carrying value is substantially the same as the fair value. The fair value of the Group's interest rate hedging is estimated using the forward rate on the balance sheet date and is confirmed by the financial institution with which the agreement is signed.
The following financial instruments are not recognised at fair value: Cash and cash equivalents, trade receivables and other current receivables, debt to credit institutions, trade payables (creditors), unpaid government charges and tax and other current liabilities.
For details concerning maturity structure and credit risk for trade receivables, see note 18 Trade receivables.
Maturity structure and contractual cash flows for the Group's non-current liabilities are presented in the following table:
| Carrying | Maturity structure | ||||||
|---|---|---|---|---|---|---|---|
| Figures in NOK million | value | 2018 | 2019 | 2020 | 2021 | After 2021 | contractual cash flows |
| Non-current bank loans 1) | 524 | - | - | 551 | - | - | 551 |
| Other loans, credit institutions | 88 | 27 | 22 | 28 | 9 | 12 | 97 |
| Non-current interest-bearing loans to others | 1 | - | 1 | - | - | - | 1 |
| Other non-current liabilities | 173 | 21 | 7 | 0 | 42 | 103 | 173 |
| Deferred payment for sites 2) | - | 239 | 915 | 931 | 251 | 91 | 2 427 |
| Total | 786 | 287 | 945 | 1 510 | 302 | 206 | 3 250 |
1) The Group has a long-term credit facility with DNB with a credit limit of NOK 3.6 billion, of which NOK 0.5 million had been utilised on 31 December 2017.
2) Includes only site obligations where Veidekke has not taken over control of the site and where the site has not been capitalised in the financial statements. See note 16.
| Figures in NOK million | 31.12.2017 1) | 2017 2) | 2016 2) |
|---|---|---|---|
| Liquidity | 0.5% | 0.5% | 0.3% |
| Current interest-bearing liabilities | 2.5% | 2.2% | 1.9% |
| Non-current interest-bearing liabilities | 1.9% | 2.2% | 1.9% |
1) Actual interest rates at 31 December 2017. The stated interest rates are exclusive of interest rate swaps.
2) Average effective interest rate is calculated as the average of the rates applicable through the year.
At 31 December 2017 the Group had undrawn committed borrowing facilities of NOK 3,079 million (NOK 3,600 million at 31 December 2016). At 31 December 2017 withdrawals from the group account were classified as non-current liabilities, as the credit facility runs until 2020.
The Group uses interest rate derivatives to hedge against fluctuations in profit as a result of changes in interest rates, i.e. interest rate swaps as cash flow hedging of loans. At 31 December 2017 the Group had one such interest rate derivative that is consolidated in the financial statements.
| Figures in NOK million | Nominal value | Due date | Swap interest rate |
Change in value 2017 |
|---|---|---|---|---|
| Veidekke ASA - 5-year hedge | 500 | June 2018 | -2 | 4 |
The Group uses hedge accounting for the interest rate agreement with a nominal value of NOK 500 million, and it is recorded in the statement of financial position at fair value with revaluation over Other comprehensive income.
Maturity structure and expected cash flow for the Group's current liabilities are presented in the following table:
| 2017 Figures in NOK million |
Carrying value |
Payable on demand/ due date not set |
0–3 months |
3–12 months |
Over 12 months |
Anticipated cash flow |
|---|---|---|---|---|---|---|
| Bonds 1) | 750 | - | 7 | 757 | - | 763 |
| Current liabilities to credit institutions | 2 | - | 2 | 1 | - | 2 |
| Other current interest-bearing liabilities | 7 | - | 5 | 1 | 2 | 7 |
| Trade payables 2) | 4 735 | 2 015 | 2 706 | 12 | 1 | 4 735 |
| Unpaid government charges | 811 | - | 736 | 63 | 13 | 811 |
| Tax payable | 75 | - | 24 | 52 | -1 | 75 |
| Current liabilities | 7 471 | 724 | 1 413 | 5 122 | 213 | 7 471 |
| Total current financial liabilities | 13 853 | 2 739 | 4 892 | 6 007 | 228 | 13 866 |
1) The five-year bond loan expires in mid-2018 and has therefore been classified as current. Total contractual cash flows include accumulated interest paid up until the loan expires on 4 June 2018.
2) When the due date is not set for trade payables, this is largely related to project accrual due to invoices not having been received.
| Maturity structure | |||||||
|---|---|---|---|---|---|---|---|
| 2016 Figures in NOK million |
Carrying value |
Payable on demand/ due date not set |
0–3 months |
3–12 months |
Over 12 months |
Anticipated cash flow |
|
| Current liabilities to credit institutions | 4 | - | 3 | 1 | - | 4 | |
| Other current interest-bearing liabilities | 41 | - | 1 | 38 | 1 | 41 | |
| Trade payables 2) | 4 182 | 1 842 | 2 291 | 35 | 14 | 4 182 | |
| Unpaid government charges | 656 | - | 595 | 58 | 3 | 656 | |
| Tax payable | 128 | - | 1 | 128 | -1 | 128 | |
| Current liabilities | 6 080 | 781 | 902 | 4 174 | 223 | 6 080 | |
| Total current financial liabilities | 11 090 | 2 623 | 3 792 | 4 434 | 241 | 11 090 |
2) When the due date is not set for trade payables, this is largely related to project accrual due to invoices not having been received.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Hedge reserves, joint ventures 1) | -116 | -87 |
| Interest rate derivatives, wholly-owned companies | -2 | -6 |
| Financial assets available for sale, fair value adjustments | 18 | 7 |
| Total | -101 | -86 |
1) NOK -76 (-77) millions is related to PPP E39 Lyngdal Flekkefjord. See note 14.
Revaluation of financial assets at fair value
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Hedge reserves, joint ventures | -30 | -3 |
| Interes swap agreements, wholly-owned companies | 4 | 7 |
| Financial assets available for sale, fair value adjustments | 11 | 7 |
| Foreign exchange contracts | - | -2 |
| Total | -15 | 8 |
Veidekke generally has its strongest financial position at the end of the year. There are seasonal fluctuations in some parts of the organisation, which in turn have an effect on the Group's financial instruments. There may be considerable variation in the Group's contract types and terms of payment. Overall, this means that there are a number of risk factors linked to estimating sensitivity to changes in interest rates.
Based on average interest-bearing liabilities in 2017, our estimate is that a general increase in interest rates of 1 percentage point would lead to a NOK 15 million decrease in profit before tax for the year. A one percentage point decrease in interest rates would cause a corresponding improvement in profit before tax. The assessment does not include the investments in joint ventures.
The Board of Directors must report to the Annual General Meeting on how salaries and other compensation to senior executives are determined, as laid down in Section 6-16a of the Public Limited Companies Act. The declaration for 2018 will be enclosed with the Notice of the Annual General Meeting.
The salary adjustments in 2017 have been made in accordance with the declaration that was submitted to the Annual General Meeting on 10 May 2017. The company strives to offer salaries that are competitive, but not above those of other similar companies. A bonus programme has been established for the senior executives under which the maximum payment is set at 30% of the annual salary. The bonus consists of two parts: the maximum bonus for achievement of financial results comprises 20% of the annual salary, while the maximum bonus linked to fulfilment of individual targets is 10%. The bonus for achievement of financial results is based on defined margin targets, with half of the business leaders' bonus linked to the consolidated profit and the other half linked to the business unit's profit. The bonus for the heads of staff related to financial performance is based on the consolidated results. The corporate management team also participate in the company's general programme of offering shares to senior executives at discount prices. Veidekke has no share option schemes.
There is a 12 month mutual period of notice for the President and CEO. On termination of employment the President and CEO is guaranteed a further 12 months' salary. A deduction will be made from this guaranteed salary for any salary or other remuneration he may receive from any new employers. The President and CEO is entitled to resign from his position on reaching the age of 64. The annual early retirement pension shall, from the date of retirement and until he reaches 67 years of age, account for 60% of the salary on retirement from the position
of President and CEO. Any payments from the National Insurance, the early retirement scheme (AFP), collective insurance schemes and paid-up policies will be deducted from the guaranteed pension.A retirement pension will be paid for life from the age of 67. This life-long pension constitutes 60% of his salary above 12G. For salary up to 12G, a pension is earned in accordance with the ordinary pension scheme for employees in Norway. The annual early retirement and the retirement pension for salaries exceeding 12G are adjusted each year according to the annual increase in the consumer price index from the date of retirement. If Veidekke's annual pay settlement is lower than the annual increase in the consumer price index, this rate can be used as the basis for adjustment instead.
The President and CEO participates in Veidekke's employee share programme and purchased a total of 2,740 shares through the programme in 2017. This share programme is discussed in more detail in note 5. Veidekke has granted a loan to the President and CEO for the purchase of Veidekke shares amounting to NOK 1.1 million at 31 December 2017. The loan is currently interest-free, is being repaid on an ongoing basis, and is secured by collateral in the shares. The interest rate advantage has been reported to the tax authorities.
Members of the corporate management have employment contracts stipulating a mutual notice period of six months. Upon termination, they are guaranteed salary for a further 12 months. Salaries and other remuneration received from potential new employers will be deducted from the guaranteed salary.
Dag Andresen, Terje Larsen and Jørgen Wiese Porsmyr are entitled to take early retirement from the age of 64. During the period from resignation to the age of 67, an annual pension will be paid equivalent to 60% of the pensionable salary on retirement from the position of executive vice president. A retirement pension will be paid for life from the age of 67 and will be the equivalent of 60% of the pensionable salary on retirement. The annual early retirement and retirement
pension are adjusted each year according to the annual increase in the consumer price index from the date of retirement. If Veidekke's annual pay settlement is lower than the annual increase in the consumer price index, this rate can be used as the basis for adjustment instead. Any payments from the National Insurance, the early retirement scheme (AFP), collective insurance schemes and paid-up policies will be deducted from the guaranteed pension.
Hege Schøyen Dillner and Lars Erik Lund will receive a pension and are entitled to retire at the age defined in the ordinary pension scheme for employees in Norway. See note 21 for more information about Veidekke's pension arrangements.
For Jimmy Bengtsson, the ordinary retirement age is 65. He has a defined-contribution plan, where Veidekke pays 35% of his salary in annual premiums. If his contract is terminated by Veidekke, he will receive resignation compensation equal to 12 months' salary in addition to salary during the six-month notice period.
The corporate management participates in Veidekke's employee share programme and purchased a total of 18,180 shares through the programme in 2017. This share programme is discussed in more detail in note 5.
Veidekke has granted loans to members of the corporate management for the purchase of Veidekke shares amounting to NOK 5.3 million at 31 December 2017. A list of loans to members of the corporate management team is shown in the table below. The loans are currently interest-free and are secured by collateral in the shares.
| 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Figures in NOK thousand | Salary | Paid bonus |
Car, phone, interest rate advantage etc. |
Total compensation |
Total compensation |
||
| PRESIDENT AND CEO | |||||||
| Arne Giske | 3 868 | 850 | 247 | 4 965 | 4 623 | ||
| CORPORATE MANAGEMENT | |||||||
| Dag Andresen | 3 217 | 650 | 213 | 4 080 | 3 912 | ||
| Hege Schøyen Dillner | 2 202 | 450 | 141 | 2 793 | 2 508 | ||
| Jørgen Wiese Porsmyr | 2 872 | 650 | 172 | 3 694 | 3 438 | ||
| Terje Larsen | 2 563 | 550 | 151 | 3 264 | 2 952 | ||
| Jimmy Bengtsson | 2 853 | 631 | 138 | 3 622 | 2 995 | ||
| Lars Erik Lund | 2 039 | 200 | 159 | 2 398 | 538 | ||
| Total CEO and corporate management | 19 616 | 3 981 | 1 220 | 24 816 | 20 966 |
| Figures in NOK thousand | 2017 | |||||||
|---|---|---|---|---|---|---|---|---|
| Year's change in pension rights 1) |
Present value of pension liabilities |
Premium pension plan |
Loan for share purchases |
Earned bonus | ||||
| PRESIDENT AND CEO | ||||||||
| Arne Giske | 4 437 | 29 050 | - | 1 052 | 900 | |||
| CORPORATE MANAGEMENT | ||||||||
| Dag Andresen | 2 964 | 23 497 | - | 564 | 600 | |||
| Hege Schøyen Dillner | - | - | 284 | 58 | 480 | |||
| Jørgen Wiese Porsmyr | 2 553 | 16 819 | - | 517 | 650 | |||
| Terje Larsen | 2 326 | 15 949 | - | 638 | 590 | |||
| Jimmy Bengtsson | - | - | 1 175 | 1 323 | 650 | |||
| Lars Erik Lund | - | - | 251 | 1 163 | 550 | |||
| Total CEO and corporate management | 12 280 | 85 315 | 1 711 | 5 315 |
1) This year's change in pension rights is high as a result of a change in the discount rate. See note 21.
| Total | Loan for share | |||
|---|---|---|---|---|
| Figures in NOK thousand | Fees | Salary 1) | compensation | purchases |
| Martin Mæland (chair) | 598 | - | 598 | - |
| Per Otto Dyb (deputy chair) | 346 | - | 346 | - |
| Hans von Uthmann | 346 | - | 346 | - |
| Gro Bakstad | 375 | - | 375 | - |
| Ann-Christin Andersen | 296 | - | 296 | - |
| Ingalill Marie Berglund | 296 | - | 296 | - |
| Ingolv Høyland 2) | - | - | - | - |
| Inge Ramsdal (employee representative) | 246 | 685 | 931 | 28 |
| Odd Andre Olsen (employee representative) | 246 | 821 | 1 067 | - |
| Arve Fludal (employee representative) | 246 | 875 | 1 121 | 489 |
| Total Board of Directors | 2 995 | 2 381 | 5 376 | 517 |
1) Total salary compensation for work other than board-related work done for Veidekke during term of service. 2) Board member from 10 May 2017.
Veidekke has established audit, compensation and property committees. Compensation for participation in these committees is included in the board members' fees. For an overview of corporate management and Board shareholdings, see note 20.
| Figures in NOK thousand | 2017 | 2016 |
|---|---|---|
| Statutory audit | 14 191 | 14 262 |
| Tax-related assistance | 1 481 | 836 |
| Other services in addition to auditing | 1 701 | 710 |
| Total remuneration to auditors | 17 373 | 15 808 |
Remuneration excludes VAT.
Veidekke has various non-cancellable lease agreements linked to properties, sites, operating equipment, etc. The lease agreements are due for payment as shown in the table below:
| Rent | Operating equipment 1) | Other commitments | ||||
|---|---|---|---|---|---|---|
| Figures in NOK million | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Expenses this year | 181 | 160 | 456 | 71 | 1 | 2 |
| Expenses next year | 125 | 113 | 42 | 31 | - | - |
| Total expenses next 2–5 years | 281 | 284 | 75 | 48 | - | - |
| Total expenses after 5 years | 69 | 71 | 1 | - | - | - |
1) Figures for 2016 are not directly comaparable with 2017 in the sense that operating equipment that was leased for building construction projects in 2016, and where the lease expired during the construction period, were not included.
Veidekke has various lease agreements linked to properties, sites, operating equipment, etc. Income from these kinds of leases is presented in the table below:
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Rental income this year | 44 | 44 |
| Rental income next year | 42 | 22 |
| Total rental income next 2–5 years | 70 | 21 |
| Total rental income after 5 years | - | - |
Through its ongoing operations, Veidekke is involved in disputes with clients regarding the interpretation and understanding of signed contracts. This applies particularly to complex projects where the contract terms are demanding and large sums of money are involved. Veidekke strives to resolve these kinds of disputes outside the courts whenever possible, but some cases must nevertheless be decided by arbitration or in court. Disputes may be Veidekke's claims on customers (additional claims) and customers' claims on Veidekke (remedy of defects, compensation, etc.). Thorough assessments are conducted in connection with disputed claims to ensure the most correct reporting in the accounts. Reference is made to the Group's accounting policies:
"The revenue recognition for additional claims against the client and disputed amounts with a high level of uncertainty is based on assessments of the likely outcome of the dispute. The degree of uncertainty in the estimates will affect
the proportion of the claim that is recognised in the income statement."
At year-end Veidekke was involved in nine disputes for claims over NOK 10 million, which are being processed by the judicial system, compared with 15 at the beginning of 2017. A total of nine disputes concerning claims over NOK 10 million were resolved during the year, through either a court ruling or negotiations with the contracting client.
At year-end 2017 Veidekke had unresolved final settlements related to some infrastructure projects. Outstanding claims after deductions for recognised provisions and assessment of uncertain income in these projects were in the range of NOK 400 million (excl. VAT) at 31 December 2017. In one of the cases, legal proceedings took place in autumn 2017. No ruling had been reached in this case on publication of the financial statements.
Veidekke's related parties include associates and joint ventures (see note 13), Veidekke's shareholders, members of the Board and senior executives in Veidekke.
Veidekke has stakes in associates and joint ventures, and these are reported in Veidekke's accounts using the equity method.
| 2017 | 2016 | |||
|---|---|---|---|---|
| Figures in NOK million | Ass. | JV | Ass. | JV |
| REVENUE | ||||
| Construction operations | 136 | 1 724 | 215 | 1 745 |
| Industrial operations | - | - | - | 26 |
| Property development operations | 8 | 152 | - | 87 |
| Total revenue | 144 | 1 877 | 215 | 1 858 |
| STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER | ||||
| Receivables | 4 | 346 | 23 | 213 |
| Liabilities | - | 10 | - | 3 |
OBOS BBL has a 17.8% stake in Veidekke and is also a major business partner. The collaboration with OBOS consists in the joint development of residential projects and in deliveries by Veidekke to companies within the OBOS Group.
The residential projects developed in partnership with OBOS are undertaken through the establishment of joint ventures. There are currently eight companies that are jointly controlled by OBOS and Veidekke with ongoing projects.
| Figures in NOK thousand | Revenue 2017 |
Receivables 31.12 2017 |
|---|---|---|
| OBOS | 751 | 58 |
| Joint ventures 1) | 298 | 28 |
1) 50% owned by OBOS and 50% by Veidekke Eiendom (Property Development Norway).
Other than this, Veidekke does not have any agreements or transactions that have any significant effect on the submitted accounts.
No events have occurred after the balance sheet date that have significant effect on the financial statements.
Veidekke generally reports its financial results in line with International Financial Reporting Standards (IFRS). In addition, the following alternative performance measures are also reported:
This key figure expresses the Group's financial position and is determined on the basis of the Group's capitalised interest-bearing debt on the date of calculation, less bank deposits and interest-bearing receivables, both current and non-current. This key figure is also included in the calculation of covenants in the loan agreement. This performance indicator is presented in the Board of Directors' Report.
The order backlog provides an indication of future activity in the Group's construction operations. The order backlog is defined as contracted and signed contracts on the measurement date. This key figure also includes road maintenance contracts in Industrial's Road Maintenance unit, but only those parts of the contracts that will be executed during the next 18 months. This performance indicator is presented in notes 2 and 7.
Capital invested is defined as the sum of book equity and net interest-bearing debt and is an expression of the capital tied up in property development operations. The Group has a maximum investment limit of NOK 4.5 billion for investments in property development operations.
Property Development's performance is measured by return on invested capital, calculated using the following formula:
Profit before tax + interest expenses + tax in joint ventures
(Opening balance invested capital + Closing balance invested capital) / 2
The figures used in the formula are taken from the segment reporting. Interest expenses include all expensed interest expenses, both those classified as interest expenses and those classified as cost of materials (operating expenses) in the accounts.
The calculation is adjusted to take account of the fact that the profit reported by joint ventures has already been taxed. This performance indicator is presented in the Board of Directors' Report under the discussion of Property Development and also under strategic objectives.
Sales rate indicates the risk that units under construction will not be sold and is calculated using the following formula:
Sales value of signed contracts for sold residential units
Total sales value of all projects under construction
For projects carried out in associates or joint ventures, only Veidekke's share of the project is included. See note 16.
This figure is the number of units under construction that have not been sold on the reporting date. See note 16.
The site portfolio provides an expression of possible future activity in the various markets in Property Development. The site portfolio consists of sites owned by Veidekke on the measurement date, sites for which there is a binding contract for transfer in the future, and signed options where it is expected that Veidekke will exercise the option. See note 16.
OVERVIEW OF THE MAIN SUBSIDIARIES IN THE GROUP:
| Ownership share | ||||
|---|---|---|---|---|
| Figures in NOK million | Business area | Head office | 2017 | 2016 |
| Veidekke Entreprenør AS | Construction | Oslo, Norway | 100% | 100% |
| - Block Berge Bygg AS | Construction | Klepp, Norway | 100% | 100% |
| - Kynningsrud Fundamentering AS | Construction | Fredrikstad, Norway | 100% | 80% |
| - Leif Grimsrud AS | Construction | Halden, Norway | 80% | 80% |
| - Seby AS | Construction | Skedsmokorset, Norway |
70% | 70% |
| Hoffmann A/S | Construction | Glostrup, Denmark | 100% | 100% |
| Veidekke Sverige AB | Construction | Stockholm, Sweden | 100% | 100% |
| - Veidekke Entreprenad AB | Construction | Stockholm, Sweden | 100% | 100% |
| - Arcona AB | Construction | Stockholm, Sweden | 100% | 100% |
| - Veidekke Bostad AB | Property development | Stockholm, Sweden | 100% | 100% |
| -VeiBo Group AB | Property development | Stockholm, Sweden | 100% | 100% |
| Veidekke Eiendom AS | Property development | Oslo, Norway | 100% | 100% |
| - Veidekke Bolig AS | Property development | Oslo, Norway | 100% | 100% |
| Veidekke Industri AS | Industrial | Oslo, Norway | 100% | 100% |
Altogether the Group consists of approx. 50 operative subsidiaries owned directly or indirectly by Veidekke ASA.
| Figures in NOK million | Note | 2017 | 2016 |
|---|---|---|---|
| Revenue | 107 | 108 | |
| Personell expenses | 1, 10 | -91 | -83 |
| Other operationg expenses | 3 | -96 | -112 |
| Depreciation | 4 | -12 | -4 |
| Total operating expenses | -199 | -198 | |
| Operation profit | -92 | -90 | |
| Dividends and group contributions from subsidiaries | 2 | 778 | 835 |
| Other financial income | 2 | 189 | 74 |
| Financial costs | 2 | -45 | -49 |
| Profit before tax | 831 | 769 | |
| Income tax expense | 9 | -15 | -85 |
| Profit for the year | 815 | 684 | |
| Allocation of profit | |||
| Dividend | 669 | 602 | |
| Other equity | 147 | 82 | |
| Total | 815 | 684 |
| Figures in NOK million | Note | 2017 | 2016 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Deferred tax assets | 9 | 27 | 22 |
| Property and machinery | 4 | 55 | 31 |
| Investments in subsidiaries | 5 | 2 468 | 2 429 |
| Investments in associates and joint ventures | 6 | 105 | 92 |
| Financial investments | 7 | 236 | 147 |
| Other non-current receivables | 7 | 159 | 161 |
| Total non-current assets | 3 050 | 2 882 | |
| Current assets | |||
| Receivables from group companies | 13 | 848 | 869 |
| Other receivables | 9 | 5 | |
| Cash and cash equivalents | 4 | 3 | |
| Total current assets | 861 | 877 | |
| Total assets | 3 910 | 3 759 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 67 | 67 | |
| Other equity | 1 621 | 1 491 | |
| Total equity | 8 | 1 688 | 1 557 |
| Non-current liabilities | |||
| Pension liabilities | 10 | 142 | 121 |
| Bonds | 11 | - | 750 |
| Debts to credit institutions | 11 | 524 | 374 |
| Total non-current liabilities | 665 | 1 245 | |
| Current liabilities | |||
| 11 | 750 | - | |
| Bonds | |||
| Trade payables | 43 | 55 | |
| Taxes payable | 9 | - | 23 |
| Dividends payable | 8 | 669 | 602 |
| Current liabilities to group companies | 13 | 86 | 269 |
| Other current liabilities | 10 | 8 | |
| Total current liabilities | 1 557 | 956 | |
| Total equity and liabilities | 3 910 | 3 759 | |
| Figures in NOK million | Note | 2017 | 2016 |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Profit before tax | 831 | 769 | |
| Recognised dividends and group contributions, not yet paid | -763 | -841 | |
| Received dividends and group contributions from subsidiaries | 839 | 845 | |
| Group contributions to subsidiaries, paid | -268 | -278 | |
| Tax paid | 9 | -23 | - |
| Depreciation | 12 | 4 | |
| Effects of items directly over equity | -21 | -7 | |
| Gains / losses on sale of shares | 2 | 123 | -26 |
| Pensions, difference expensed/paid | 21 | 5 | |
| Generated from this year's activities | 751 | 471 | |
| Change in other current assets | -12 | 12 | |
| Change in other items | -284 | -30 | |
| Net cash flow from operating activities (A) | 455 | 453 | |
| INVESTING ACTIVITIES | |||
| Acquisition of tangible non-current assets | 4 | -37 | -25 |
| Proceeds from sale of shares | 81 | 47 | |
| Equity contributions in subsidiaries | -7 | -18 | |
| Net cash flow from investing activities (B) | 37 | 4 | |
| FINANCING ACTIVITIES | |||
| New long-term loans | 97 | 68 | |
| Dividends received from joint ventures | 13 | 12 | |
| Dividends paid | -602 | -535 | |
| Net cash flow from financing activities (C) | -491 | -455 | |
| Total net change in cash and cash equivalents (A+B+C) | 1 | 3 | |
| Cash and cash equivalents at 1 January | 3 | 0 | |
| Cash and cash equivalents at 31 December | 4 | 3 | |
| Supplementary information | |||
| Borrowing facility DNB | 3 600 | 3 600 | |
| Used committed borrowing facilities at 31 December | 524 | - |
The parent company Veidekke ASA is a holding company with no operations. Its activities consist of investments in subsidiaries and associated companies, and its income consists of dividends and group contributions from these companies. In addition, Veidekke ASA invoices its subsidiaries for their share of costs related to administration of the Group. Veidekke ASA prepares its financial statements in accordance with Norwegian accounting standards.
Investments in subsidiaries and joint ventures are accounted for using the cost method. This means that investments are booked at cost price, and only distributions from the companies are recognised in income. Investments are written down if the carrying value exceeds fair value.
The parent company applies the same accounting policies as the Group, except for the point in time when dividends and group contributions and financial instruments (interest swaps) are recognised in the accounts.
Group contributions are recognised in the income statement in the same year as they are accrued by the subsidiary. Dividends from subsidiaries are recognised in the income statement in the same year as they are allocated in the subsidiary (the year before distribution). The dividend proposed in Veidekke ASA was recognised as a liability on 31 December 2017.
Unless otherwise specified, all amounts are in NOK million.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Payroll | 65 | 63 |
| Pension costs | 11 | 9 |
| National Insurance contributions | 8 | 7 |
| Other payroll costs (social benefits etc.) | 6 | 4 |
| Total | 91 | 83 |
| Number of fulltime equivalents | 41 | 47 |
| Number of employees at 31 December | 43 | 45 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Dividend and group contributions from subsidiaries | 778 | 835 |
| Interest income | 40 | 34 |
| Dividends from joint ventures | 13 | 12 |
| Foreign currency gains | 9 | - |
| Proceeds from sale of shares | 124 | 26 |
| Other financial income | 3 | 2 |
| Total other financial income | 189 | 74 |
| Interest costs | -44 | -39 |
| Foreign currency losses | - | -8 |
| Other financial costs | -1 | -2 |
| Total financial costs | -45 | -49 |
| Net financial items | 922 | 859 |
In 2017 remuneration to the auditors was NOK 1.0 million for auditing and NOK 0.1 million for other assistance. The corresponding figures for 2016 were NOK 1.1 million and NOK 0.2 million. All amounts are stated excluding VAT.
| Plants under | |||||
|---|---|---|---|---|---|
| Figures in NOK million | Properties | Machinery | development | Total 2017 | Total 2016 |
| Carrying value at 1 January | 8 | 13 | 10 | 31 | 9 |
| Original cost at 1 January | 11 | 29 | 10 | 49 | 24 |
| Acquisitions | - | 32 | 5 | 37 | 25 |
| Original cost at 31 December | 11 | 60 | 15 | 86 | 49 |
| Accumulated depreciations at 1 January | -3 | -16 | - | -18 | -15 |
| Impairment | - | -12 | - | -12 | -4 |
| Accumulated depriciation at 31 December | -3 | -28 | - | -31 | -18 |
| Carrying value at 31 December | 8 | 33 | 15 | 55 | 31 |
| Depriciation method | No depriciation | Straight line | No depriciation | ||
| Depreciation rate | 10–25% |
| Company | Location | Ownership share (%) |
Value in the state ment of financial position 1) |
|---|---|---|---|
| Veidekke Entreprenør AS | Oslo | 100 | 790 |
| Veidekke Eiendom AS | Oslo | 100 | 671 |
| Hoffmann A/S | København | 100 | 366 |
| Veidekke Industri AS | Oslo | 100 | 322 |
| Veidekke Sverige AB | Lund | 100 | 296 |
| Veidekke Danmark AS | København | 100 | 22 |
| Total | 2 468 |
1) Carrying value in Veidekke ASA' s accounts at 31 December 2017 (cost method).
| Company | Location | Ownership share (%) |
Carrying amount in NOK million 1) |
|---|---|---|---|
| Allfarveg AS | Oslo | 50 | 66 |
| Skulebygg AS | Oslo | 50 | 21 |
| Skuleplass AS | Oslo | 50 | 11 |
| Skuleveg AS | Oslo | 50 | 5 |
| Skulegard AS | Oslo | 50 | 3 |
| Stamveg AS | Oslo | 50 | - |
| Total | 105 |
1) Carrying amount in Veidekke ASA' s accounts at 31 December 2017 (cost method).
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Share loans to employees | 159 | 161 |
| Financial assets | 236 | 147 |
| Total | 395 | 308 |
See note 15 to the group statements for further information on share loans to group employees. The company has invested NOK 187 million in a combination fund consisting of both bonds and shares. The investment is intended to cover incurred pension liabilities and has been pledged.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Equity at 1 January | 1 557 | 1 472 |
| Profit for the year | 815 | 684 |
| Dividends payable | -669 | -602 |
| Change in value of net pension assets | -16 | 4 |
| Equity at 31 December | 1 688 | 1 557 |
| Figures in NOK million | Share capital | Share premium | Other equity |
Total equity |
|---|---|---|---|---|
| Equity at 1 January | 67 | 304 | 1 186 | 1 557 |
| Profit for the year | - | - | 815 | 815 |
| Dividends payable | - | - | -669 | -669 |
| Change in value of net pension assets | - | - | -16 | -16 |
| Equity at 31 December | 67 | 304 | 1 317 | 1 688 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| INCOME TAX EXPENSE | ||
| Tax payable in the statement of financial position | - | 23 |
| Tax payable on group contributions | 15 | 67 |
| Change in deferred tax | 0 | -1 |
| Adjustment previous year | - | -4 |
| Total income tax expense | 15 | 85 |
| RECONCILIATION OF THE GROUP'S TAX RATE | ||
| 24% of profit before tax (2016: 25%) | 199 | 192 |
| Actual income tax expense | 15 | 85 |
| Difference | 184 | 107 |
| DIFFERENCE IN INCOME TAX EXPENSE | ||
| Tax-exempted dividends from subsidiaries | 151 | 94 |
| Tax-exempted gains from sale of shares | 30 | 6 |
| Other permanent differences | 4 | 4 |
| Effect of change in tax rate | -1 | -1 |
| Adjustments previous year | - | 4 |
| Total | 184 | 107 |
| DEFERRED TAX | ||
| Temporary differences | ||
| Current items | -1 | -5 |
| Gains and loss account | 27 | 34 |
| Operating equipment | -2 | -2 |
| Pensions | -142 | -121 |
| Basis for deferred tax | -118 | -94 |
| Deferred tax (- deferred tax asset) 24% (2015: 25%) | -27 | -22 |
| Recognised deferred tax (- deferred tax asset) | -27 | -22 |
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| PENSION COSTS | ||
| Current service cost | 3 | 6 |
| Interest cost on net pension liabilities | 3 | 3 |
| Gain from termination of disability pension plan | 0 | -3 |
| Cost of defined-benefit plan | 6 | 5 |
| Cost of defined-contribution plans | 5 | 4 |
| Pension costs | 11 | 9 |
| Pension liabilities | 219 | 200 |
| Pension assets | -77 | -79 |
| Net pension liability | 142 | 121 |
| Change in value (actuarial gains and losses) | -21 | -5 |
| Change in value after tax recognised directly in equity | -16 | -4 |
The company is required by law to have occupational pension arrangements under the Norwegian Mandatory Occupational Pension Act. The company's pension plans comply with the statutory requirements laid down in this Act. See the accounting policies and the presentation of the schemes in note 21 to the consolidated accounts.
At 31 December 2017 the recorded non-current liability consists of drawings on the Group's account. Veidekke has borrowing facilities in DNB of NOK 3,600 million, which run until 2 November 2020. Veidekke ASA is responsible for the Group's total withdrawals from the group account, which at 31 December 2017 totalled NOK 524 million. For further details see notes 28 and 29 to the consolidated accounts.
In addition, Veidekke has a bond loan of NOK 750 million. The loan matures in June 2018 and was thus classified as current liability as at 31 December 2017.
At 31 December 2017 Veidekke ASA has provided guarantees for its subsidiaries totalling approx. NOK 3,900 million in connection with specific construction projects for Group companies. The company has a current bank guarantee to cover payroll tax obligations.
| Figures in NOK million | 2017 | 2016 |
|---|---|---|
| Trade receivables from group companies | 5 | 1 |
| Outstanding dividends and group contributions | 839 | |
| Other short-term receivables from group companies | 66 | 30 |
| Total receivables from group companies | 848 | 869 |
| Trade payables to group companies | 1 | 1 |
| Outstanding group contributions | 85 | 268 |
| Total liabilities to group companies | 86 | 269 |
The following requirements are covered in notes to the consolidated accounts:
Note 20: Number of shares, shareholders etc.
Note 28: Financial risk
Note 30: Compensation to senior executives
Note 34: Events after the reporting date
We hereby confirm that, to the best of our knowledge and belief, the Group and company financial statements for 2017 have been prepared in compliance with current accounting standards, and that the information in the accounts gives a true and fair view of the Group and company assets, liabilities and financial position, as well as the results of their operations in their entirety.
The Board of Director's Annual Report gives a true and fair view of the Group and company development, result and position, as well as of the main risk and unceirtanty factors the Group is faced with.
Oslo, 22 March 2018 The Board of Directors
Martin Mæland
Chair
Deputy chair
Per Otto Dyb Gro Bakstad Ingalill Berglund Ann-Christin Andersen
Hans von Uthmann Ingolv Høyland Inge Ramsdal Odd Andre Olsen Arve Fludal
Arne Giske President and CEO
Veidekke's principles of good corporate governance shall lay the foundation for the greatest possible value creation over time, to the benefit of the shareholders, the employees and society at large.
Good corporate governance is the responsibility of the Board of Directors. Veidekke reports in accordance with the most recent version of the Norwegian Code of Practice for Corporate Governance, dated 30 October 2014. The Code of Practice covers 15 main topics, all of which are described in this chapter. Any deviation from the recommendations in the Code of Practice is explained. The statement on corporate governance will be considered at the Annual General Meeting on 2 May 2018. The company's auditor has checked that the information in this statement pursuant to section 3-3b of the Norwegian Accounting Act is in line with the information provided in the financial statements.
For the Group to achieve its objectives over time, a number of important parameters must be in place: Profitable operations and good risk management are key factors, as is Veidekke's corporate culture. The company's core values – professional, honest, enthusiastic and ground-breaking – shall guide the employees' behaviour in all their dealings. All Veidekke's employees shall abide by the company's ethical guidelines and guidelines for compliance with Competition Act, which are available on veidekke.com/en/ corporate-governance/.
Veidekke's work on corporate social responsibility and sustainability is integrated into the company's management model. Veidekke reports in accordance with the Global Reporting Initiative (GRI) and publishes a separate sustainability report, which provides an account of the company's impact on the environment and society and the results achieved.
Deviation from the Code of Practice: None
Veidekke's purpose, as defined in the Articles of Association, is: "The company's purpose is construction and property development activities, and other economic activities related with the aforementioned. Activities may
be conducted by the company itself, by subsidiaries at home and abroad, or through participation in other companies or in cooperation with others."
Veidekke ASA is a public limited company. Its registered head office is in Oslo, and the Group has operations in Norway, Sweden and Denmark. Veidekke's operations are managed by the companies Veidekke Entreprenør (Construction), Veidekke Eiendom (Property Development) and Veidekke Industri (Industrial), all in Norway, and Veidekke Sverige in Sweden and Hoffmann in Denmark. Veidekke's operations in Norway and Sweden include building construction and civil engineering projects, renovation and specialised civil engineering contracts, as well as development of sites and construction of residential and non-residential buildings. In Norway, Veidekke is also engaged in asphalt operations, production of aggregates, and road maintenance. In Denmark, operations mainly comprise building construction and renovation projects.
Veidekke is one of Scandinavia's leading construction and property development companies. In order to further strengthen it's position and earnings, the company has set clear ambitions for growth, and strategic financial goals have been defined to ensure good value creation in all parts of the business.
The Group has a decentralised business model in terms of distribution of responsibilities and authority, entailing a high degree of responsibility and authority in the various units. This ensures closer proximity to our customers and suppliers, which has proven to be an advantage in the competition for contracts and provides Veidekke with more business opportunities.
The corporate management team consists of the President and CEO, the heads of the business areas, and the heads of the central staff functions.
Deviation from the Code of Practice: None
At 31 December 2017, Veidekke had an equity ratio of 18.9%, which is within the defined target with regard to capital strength, optimised risk-adjusted yield and future investment requirements.
The Group's growth is expected to be primarily organic, but Veidekke also considers acquisition opportunities in the Group's business areas in Scandinavia. At 31 December 2017, Veidekke had undrawn credit amounting to NOK 3.1 billion, and the Group thus has significant financial resources to carry out such acquisitions.
Veidekke aims to provide the shareholders with competitive returns on their investment through a combination of dividends and share price appreciation. To achieve this, strategic targets have been set at the unit level. The Group must have a strong financial position, and with its current balance sheet structure, a gearing ratio of 40–60% of book equity at year-end will fulfil these minimum requirements. Veidekke is working on a number of measures to improve its competitiveness and ensure profitability, including control of risk exposure and capital efficiency, as well as participative planning processes and other measures to improve efficiency.
Veidekke's target is to distribute at least 50% of the Group's profit for the year to the shareholders. A dividend of NOK 5.0 per share is proposed for the 2017 financial year. This corresponds to a dividend pay-out ratio of 61% (IFRS). The Board justifies this proposal on the basis of the company's dividend target and the company's strong financial position. The dividend must be approved by the Annual General Meeting.
The Board of Directors was authorised by the 2017 Annual General Meeting to increase the share capital by up to NOK 6.5 million, divided into 13 million new shares, each with a nominal value of NOK 0.50. This authorisation may be used when deemed necessary, for example in connection with corporate takeovers, the company's schemes whereby employees can buy shares in the company, and for investment in real property. The authorisation helps
ensure that the Board can undertake necessary transactions quickly and efficiently, as needs dictate. Use of this authorisation will entail waiver of the shareholders' pre-emptive rights, which must be justified by the Board.
The Board of Directors was authorised by the 2017 Annual General Meeting to buy back Veidekke shares at a total nominal value of up to NOK 6.5 million, which is equivalent to just under 10% of Veidekke's share capital. The reason for this authorisation is to ensure the highest possible return for the shareholders over time and, if the share price appears favourable, purchase of own shares will be a good supplement to dividends. Share buyback may also be relevant if the equity and liquidity situation is good and there are limited other attractive investment opportunities.
It is the company's intention to cancel these shares at the next Annual General Meeting.
Deviation from the Code of Practice: None
Veidekke treats all shareholders equally as a matter of principle. Each share carries one vote at the Annual General Meeting. Whenever possible, existing shareholders have pre-emptive rights in the event of capital increases.
Veidekke's main shareholder is OBOS, which has an ownership share of 17.8%. Rules regarding impartiality ensure that resolutions do not favour the main shareholder in any contexts. OBOS is a major property developer, and for several years OBOS and Veidekke have worked together on the development of a number of property projects. In order to ensure that all terms and conditions and agreements are based on commercial terms, it has been the practice of the two parties, Veidekke and OBOS, to set up a company of which they each own 50%. These companies develop and sell projects. This helps ensure that the main shareholder does not gain an unfair advantage at the expense of the other shareholders. If significant transactions are carried out with major shareholders over and above ordinary commercial contracts, independent consultants are engaged to ensure correct valuation.
The Board's rules of procedure provide guidelines concerning the duty of board members and the President and CEO to disclose any conflicts of interest. The board members have a duty to disclose any conflicts of interest.
Veidekke works continuously to maintain the employees' ownership share and strives each year to give the employees the opportunity to buy shares at a discount. Veidekke regards the involvement of its employees as shareholders as an important and positive element in the development of the company. The company's aim is for at least half of the employees to hold shares in the company, totalling at least 15% of the shares. Veidekke offers financial assistance for share purchases, with a lock-in period of two to three years. At the end of 2017, 3,892 employees held a combined 15.1% stake in the company. It also wants each of its senior executives to hold a significant number of shares in the company. Among this group, 932 individuals had a combined stake of 10.4%.
The Group abides by the Oslo Stock Exchange's insider trading rules and trade restrictions. See "Shareholder information" for more details about the insider trading rules for employees.
Deviation from the Code of Practice: None
Veidekke's Articles of Association do not contain any restrictions on trading, and the shares are freely transferable.
Deviation from the Code of Practice: None
Veidekke ensures that shareholders can exercise their rights by participating in the Annual General Meeting and that it is an effective meeting place for shareholders and the Board. In 2018 the Annual General Meeting will be held in Oslo on 2 May.
Notice of the meeting and case documents are published on the company's website no later than three weeks before the Annual General Meeting is held. Pursuant to section 5–11 of the Norwegian Public Limited Liability Companies Act, shareholders have the right to have matters dealt with by the Annual General Meeting. The matter must be reported to the Board of Directors at the latest seven days before the deadline for the notice of the Annual General Meeting, together with a proposed decision or justification for the inclusion of the matter on the agenda. Shareholders can participate in the Annual General Meeting either by attending in person or by sending a representative (proxy). Proxy forms are distributed with the notice of the meeting. Shareholders who cannot attend the Annual General Meeting in person or by proxy can choose to vote in advance on each individual item of business.
The Board of Directors, the Nomination Committee and the auditor attend the Annual General Meeting, in addition to the company's management. The minutes of the Annual General Meeting are published the first working day after the meeting.
Deviation from the Code of Practice: None
Use of a nomination committee is stipulated in the company's Articles of Association. The Nomination Committee submits recommendations to the Annual General Meeting on the election of members for the Board of Directors and for the Nomination Committee, and proposes board fees. Candidates who are nominated for the Nomination Committee should be shareholders or representatives of shareholders. The Nomination Committee consults general managers, board members and relevant shareholders in connection with preparing recommendations.
According to the Articles of Association, the Nomination Committee shall have at least three members. The majority of the Nomination Committee must be independent of the Board of Directors and the company's management. The company's chief executive officer or other senior executives may not be members of the Nomination Committee.
The Annual General Meeting elects the Nomination Committee's chair and other members, and determines the remuneration of the committee members. The Nomination Committee is responsible for proposing candidates for the Board of Directors, and there is no deadline for the submission of such proposals to the Nomination Committee. Shareholders can submit board candidate proposals to the Nomination Committee via the company's website. In 2017 the Nomination Committee consisted of Harald Norvik (chair), Erik Must, Olaug Svarva and Arne Baumann.
Deviation from the Code of Practice: None
The Board of Directors is Veidekke's highest administrative body and is directly accountable to the Annual General Meeting. The Board consists of ten members, of whom seven are elected by the shareholders and three are elected by the employees. The shareholder-elected board members are elected for one year at a time. In 2003 Veidekke entered into an agreement with its employees that the company would not have a corporate assembly. In return, the employees' representation on the Board of Directors was increased. Since the Group does not have a corporate assembly, the Board elects its own chair as laid down in the Norwegian Public Limited Liability Companies Act. The Board also elects its own deputy chair.
The Board's independence is also ensured through the use of a Nomination Committee, which is stipulated in the Articles of Association.
In determining the composition of the Board, importance is attached to safeguarding the shareholders' interests, ensuring breadth in competencies, and diversity.. Effort is made to have board members from all three Scandinavian countries. The composition of the Board of Directors of Veidekke ASA complies with the provisions of the Norwegian Public Limited Liability Companies Act regarding gender balance on boards of listed companies.
In keeping with the Code of Practice, board members are encouraged to own shares in Veidekke.
The composition of the Board of Directors ensures that it is able to act independently of the shareholders' special interests. The Board's rules of procedure also contain instructions for dealing with issues in which a board member has a vested interest.
All the shareholder-elected board members are independent of the company's senior executives and its significant business associates. The Chair of the Board was the President and CEO of OBOS, Veidekke's main shareholder, from 1983 to 2015.
Deviation from the Code of Practice: None
The Board's main task is to ensure value creation. The Board of Directors is also responsible for the overarching management of the company, including appointment of the President and CEO, and shall ensure the good, appropriate organisation of the company. The Board has an independent role and shall ensure that all shareholders receive equal and proper treatment.
The Board of Directors defines targets, lays down strategies and budgets, and actively contributes expertise and experience. All matters of an unusual nature or of great significance to the Group shall be presented to the Board. There is an annual plan specifying which matters are to be discussed at which board meetings, and the Board reviews all the business areas annually. The Board held eight ordinary board meetings in 2017. The Board's work is based on the rules of procedure for the Board, which describe the Board's responsibilities, and each year it evaluates its own work and competence.
Veidekke's Board has three subcommittees: the Audit Committee, the Remuneration Committee and the Property Committee. The members of these committees have been chosen from among the board members. Minutes from the meetings of the committees are sent to the Board, and the
committee chairs inform the Board about the committee's work on a regular basis.
The Audit Committee is composed of three board members elected by the shareholders, its work is governed by mandates and instructions that have been approved by the Board, and it reports to the Board. The task of the Audit Committee is to develop the collaboration between the Board and the management, and between the Board and the external auditors. On behalf of the Board, the Audit Committee shall make itself familiar with and develop insight into and knowledge of accounting and financial matters, supervision and risk management in the Group. The Committee has four ordinary meetings a year.
In 2017 the Audit Committee consisted of Gro Bakstad (chair), Hans von Uthmann and Ann-Christin Andersen (until May 2017) / Per Otto Dyb (from May 2017).
The Remuneration Committee is composed of three board members elected by the shareholders, its work is governed by mandates and instructions that have been approved by the Board, and it reports to the Board. The Committee submits proposals to the Board on salaries and compensation schemes for the President and CEO. The Committee also advises the President and CEO on salaries and compensation schemes for the management. The Committee has three ordinary meetings a year.
In 2017 the Remuneration Committee consisted of Martin Mæland (chair), Ann-Christin Andersen and Hans von Uthmann.
The Property Committee is composed of three board members elected by the shareholders, its work is governed by mandates and instructions that have been approved by the Board, and it reports to the Board. The Property Committee reviews all major investment decisions to ensure good internal control and sufficient checks in connection with major purchases of land for development. The committee meets as necessary and at least twice a year. In 2017 the Property Committee consisted of Martin Mæland (chair), Ingalill Berglund and Gro Bakstad (until May) / Ingolv Høyland (from May).
Deviation from the Code of Practice: None
The ability to plan, structure, execute and evaluate building processes is a key skill at Veidekke. Effective management is a central critical success factor for the company and an integrated part of the running of the business. The large number of projects in progress at any time necessitates
systematic reporting from each project to each division, from where it can be passed on to the corporate management and Board. Reporting is performed ten times per year and covers financial and non-financial parameters. Each project must focus on profitability, liquidity, risk, injuries, absence and the environment.
The management continuously monitors the overall portfolio of projects to ensure an acceptable level of risk exposure and a sound basis for profitability. The management systems for the different businesses provide clear guidelines for risk management in the tendering phase and for how projects are to be carried out with regard to quality, progress, cost-effectiveness, health, safety and the environment. These tools play an important part in ensuring quality in our order backlog and a uniformly high standard in the execution of projects. The status and profitability of the order backlog is a fixed item on the agenda for the management of the individual companies, the corporate management and the Board of Directors. Risk exposure in the Property Development division, through unsold completed units and unsold units under construction, is measured continuously. The start-up of new property development projects will be postponed if the risk for Veidekke's own account is deemed to be too high. The Property Committee helps ensure good internal control with regard to starting any new projects for own account and site acquisitions.
Veidekke's financial policy provides guidelines for the different entities' financial management and activities. The objective of the guidelines is to avoid, limit, control and measure financial risk, promote capital rationalisation and optimise the Group's financial resources.
Veidekke's financial and strategic planning follows a fixed annual schedule, with deadlines for the production of framework documents, strategy plans, budgets and monitoring of the businesses.
The Group is governed by clear financial objectives for profit margins, capital yield and capital structure. These objectives are then broken down and translated into achievable targets in the businesses, which have clear requirements regarding profitability and cash flow. In Construction and Industrial, requirements are set for the projects' profit margins, including financial items. Property Development is capital-intensive, and performance here is measured by return on invested capital.
Veidekke's group accounts are prepared in accordance with the applicable IFRS regulations. The Group adopts accounting policies in line with the regulations, which are communicated to the businesses with particular emphasis on changes in new and significant standards. Accounting information is reported through the Group's common reporting system. All companies report information from their own systems to the Group administration ten times a year. The reporting system has an overall chart of accounts and built-in control systems to ensure consistency of information. Reporting is expanded for quarterly and year-end financial reporting to meet the disclosure requirements.
Consolidation and control of accounting information takes place at several levels of the organisation, in accordance with Veidekke's business model. Each unit is responsible for compliance with the applicable laws and regulations for financial reporting, and for seeking assistance from the central staff functions in cases requiring significant judgement or transactions outside the ordinary course of business. The Group has a special procedure that it follows in connection with the purchase and sale of businesses. Veidekke has an external auditor that performs extensive checks at the project level. On behalf of the Board, the Audit Committee shall make itself familiar with and develop insight into and knowledge of accounting and financial matters, supervision and risk management in the Group. The greatest risk in a project-based organisation is associated with financial reporting related to the correct status and risk assessment of projects. Veidekke therefore attaches importance to ensuring it has the necessary project reporting expertise. For example, courses are held in relevant financial and management systems.
Anyone who works for or represents the company, individually or collectively, has a duty to act in an ethically correct manner and in line with Veidekke's core values: professional, honest, enthusiastic and ground-breaking. The company's ethical guidelines provide a framework to help everyone make wise choices. Wise choices require good understanding and knowledge of laws and regulations. The individual's adherence to Veidekke's core values helps ensure that ethical problems and dilemmas are handled appropriately. The ethical guidelines describe Veidekke's requirements regarding practice in the areas of anti-corruption, occupational health and safety, working environment, pollution, social dumping and correct market conduct. The company's ethical guidelines have been published on Veidekke's intranet and website.
In-house rules have been drawn up for reporting irregular activities ("whistle-blowing") in the company, and an external ombudsman has been appointed.
Veidekke has a comprehensive compliance programme that gives the employees insight into the basic rules of competition law that apply to Veidekke's activities. The aim is to
help employees understand and comply with the current competition legislation. This compliance programme is accessible on Veidekke's intranet and website.
Deviation from the Code of Practice: None
Remuneration of board members is determined by the Annual General Meeting based on the recommendations of the Nomination Committee. The remuneration reflects the Board's responsibility, expertise and time consumption, and is independent of the company's financial results.
None of the shareholder-elected board members have special tasks for Veidekke beyond those entailed by board membership and work in board committees. See also note 30.
Several of the board members hold shares in Veidekke. These members are listed in note 20. None of the board members have share option agreements.
Deviation from the Code of Practice: None
A statement is given to the Annual General Meeting each year regarding the guidelines for remuneration of senior executives. Salaries for the company's senior executives are determined on the basis of wage statistics comparing the pay level in Veidekke with that in other enterprises within the industry and other relevant businesses. The aim is to offer salaries that are competitive, but not above those of other similar companies. A bonus scheme has also been established where the maximum payment to each individual is set at 30% of their annual salary and linked to target achievement in a pre-determined action plan. Managers also participate in Veidekke's general share programme under which employees are invited each year to purchase Veidekke shares at a discount price and with financial assistance. See also the section "Shareholder information".
Veidekke has no share option schemes. See also notes 5 and 30.
Deviation from the Code of Practice: None
All shareholders and other players in the financial market are treated equally in terms of access to financial information. The company attaches great importance to ensuring that all the financial information provided is correct, clear and relevant, such that the share price reflects the value of the company.
Veidekke has gathered all relevant shareholder information about the Group at www.veidekke.com. This is the main channel to provide identical, relevant information to all stakeholders at the same time, including the financial calendar with dates for the publication of financial information and information about the company's Annual General Meeting. The Group's Investor Relations team (IR) maintains regular contact with the company's shareholders, potential investors, analysts and the financial market in general in the periods between publication of the quarterly results. Extra caution is shown in the periods immediately prior to disclosure of the quarterly figures. The Board is informed about the IR work on an ongoing basis. See also the section "Shareholder information".
Deviation from the Code of Practice: None
If an offer is received to take over the company's shares, the company's Board of Directors will not use authorisations or pass other resolutions that obstruct the offer unless this has been approved by the Annual General Meeting after the offer is known.
Deviation from the Code of Practice: The Board of Directors does not have specific guidelines for conduct in connection with corporate takeover offers. The Board has not found it necessary to establish such guidelines, but will abide by the principles set forth in the Code of Practice.
Veidekke's external auditor is elected by the Annual General Meeting, which also approves the audit fee each year. The external auditor attends at least two board meetings a year, including the meetings dealing with the annual accounts and audit summary. Arrangements are made to ensure that the Board of Directors has the opportunity to ask the auditor questions without the management being present. The auditor attends all the meetings of the Audit Committee. The plan for the execution of the audit is presented to the Audit Committee. At these meetings, the auditor also presents a report from the interim audit and a report for the annual accounts, in which the auditor gives his/her opinion on the quality of the internal control in all parts of the Group, and discusses any accounting problems revealed by the audit. Veidekke has guidelines for the scope and type of additional services provided by the auditor. Each year the auditor confirms to the Board of Directors in writing that he/she meets the stipulated requirements regarding independence.
See note 30 for more detailed information about the amount of services provided.
Deviation from the Code of Practice: None
Statsautoriserte revisorer Ernst & Young AS
Dronning Eufemias gate 6, NO-0191 Oslo Postboks 1156 Sentrum, NO-0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 24 00 24 00
www.ey.no Medlemmer av Den norske revisorforening
To the Annual Shareholders' Meeting of Veidekke ASA
We have audited the financial statements of Veidekke ASA comprising the financial statements of the parent company and the Group. The financial statements of the parent company comprise the statement of financial position as at 31 December 2017, the income statement, the statement of cash flows and notes to the financial statements, including a summary of significant accounting policies.
The consolidated financial statements comprise the statement of financial position as at 31 December 2017, the income statement, statement of comprehensive income, statement of cash flows and statement of changes in equity for the year then ended and notes to the financial statements, including a summary of significant accounting policies.
In our opinion,
We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company and the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in Norway, and we have fulfilled our ethical responsibilities as required by law and regulations. We have also complied with our other ethical obligations in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for 2017. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the financial statements.
Revenues and costs from projects in the construction operations are recognised in accordance with the percentage of completion method, determining the project's total revenues, costs, the outcome of disputes, any other commitments and progress on the basis of estimates. The projects can be complex and continue for several years. The accounting of projects has been a key audit matter due to the estimation uncertainty, the projects' complexity and the significance of the amounts involved.
We assessed the application of the accounting principles, routines for monitoring projects and tested controls related to project evaluations and the accounting. We discussed the status on selected projects with project management and the Company's management by region and unit. We also visited selected projects. For selected contracts, we tested project revenue against agreements, assessed the treatment of additional and change orders in addition to disputes and claims. We also controlled costs charged to the projects against invoices and timesheets, assessed the estimated total project costs and estimated final profit against comparable projects and analysed the development in profitability for selected projects and for the total project portfolio. In addition, we have performed analyses of actual revenues and costs on selected projects against estimated final profit throughout the project period in order to evaluate management's historical accuracy.
We refer to note 7 and 32 on construction projects in progress and note 24 on trade payables and other current liabilities.
The Group is through its ongoing business at any time involved in disputes with clients regarding the interpretation and understanding of contracts. This particularly applies to infrastructure projects where the contractual amounts are significant and the projects and contracts are complex. The disputes and claims concern both claims from Veidekke against the customers (due to variable volumes and the settlement of volumes, etc.) as well as claims from customers against Veidekke (remedy of defects, compensations etc.). Management uses a significant degree of judgment in the consideration of such disputes.
Disputes and claims have been a key audit matter due to estimation uncertainty, the disputes' complexity and the significance of the amounts.
We assessed the Company's controls and routines related to the identification, evaluation and follow-up of disputes. We evaluated the Company's assessment of estimates and discussed ongoing disputes with management on various levels in the Group. We reviewed relevant internal and external correspondence, had meetings with the in-house legal department and obtained statements from external and internal lawyers. We assessed management's accuracy in historical disputes against the outcome of these disputes as part of our control of management's judgment in ongoing disputes.
We refer to note 1 for information on areas involving significant estimation uncertainty, and note 32 for information regarding disputes and claims related to projects.
Other information consists of the information included in the Company's annual report other than the financial statements and our auditor's report thereon. The Board of Directors and the President and CEO (management) are responsible for the other information. Our opinion on the financial statements does not cover the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information, and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Independent auditor's report - Veidekke ASA
Management is responsible for the preparation and fair presentation of these financial statements in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway for the financial statements of the parent company and International Financial Reporting Standards as adopted by the EU for the financial statements of the Group, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with law, regulations and generally accepted auditing principles in Norway, including ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other
Independent auditor's report - Veidekke ASA
matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors' report and in the statements on corporate governance and corporate social responsibility concerning the financial statements, the going concern assumption and proposal for the allocation of the result is consistent with the financial statements and complies with the law and regulations.
Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, «Assurance Engagements Other than Audits or Reviews of Historical Financial Information», it is our opinion that management has fulfilled its duty to ensure that the Company's accounting information is properly recorded and documented as required by law and bookkeeping standards and practices accepted in Norway.
Oslo, 22 March 2018 ERNST & YOUNG AS
Erik Mamelund State Authorised Public Accountant (Norway)
(This translation from Norwegian has been made for information purposes only.)
Independent auditor's report - Veidekke ASA
Veidekke is and shall be a financially robust company, where good profitability and operations create value for our shareholders in the form of a high and stable return. A dividend per share of NOK 4.50 was paid in 2017.
There is a clear correlation between return on shares (measured by rising share prices and dividends) and the company's value creation over time. Value creation is primarily reflected in the company's current financial results. Veidekke is listed on the Oslo Stock Exchange (Oslo Børs), and shares are traded on the main index under the ticker symbol VEI. All shares have equal rights and are freely transferable.
2017 saw a total of 31.2 million Veidekke shares traded on the Oslo Stock Exchange, yielding a turnover rate of 23.3%. By comparison, 25.0 million shares were traded in 2016, yielding a turnover rate of 18.1%. There were 70,431 trades of Veidekke shares during the year, compared with 65,629 the previous year. At the close of 2017 the share price was NOK 92.75, which corresponds to a market value of NOK 12.4 billion. The return for shareholders including dividends in 2017 was -21.3%. By comparison, the return on the Oslo Stock Exchange was 19.1%.
Veidekke's dividend policy calls for a pay-out ratio of at least 50% of the profit for the year.
The Board proposes a dividend of NOK 5.0 per share for the 2017 financial year, corresponding to a pay-out ratio of 61%. By contrast, the dividend for the 2016 financial year was NOK 4.50. Shareholders will thus receive a direct return of 5%, based on the share price at the end of the year.
The dividend will be paid on 16 May 2018 to all the shareholders who are registered as owners on the date of the Annual General Meeting, which has been set for 2 May 2018.
At the close of the year Veidekke had 11,007 shareholders, compared with 9,029 at the beginning of the year. The
largest shareholders in the company are OBOS (17.8%), Folketrygdfondet (11.5%) and IF Skadeforsäkring AB (6.9%). A total of 3,892 employees own shares in the company, with a combined stake of 15.1%, compared with 14.9% in 2016. During the year foreign ownership decreased to 26.7% from 22.4%.
Veidekke's share capital at 31 December 2017 was NOK 66,852,471, divided into 133,704,942 shares of NOK 0.50 each. Veidekke has always had one share class, and each share carries one vote at the Annual General Meeting.
Employee ownership has always been a priority in Veidekke, ever since its initial public offering in 1986. The management firmly believes that employee co-ownership promotes increased loyalty and commitment, motivation, and understanding of the business. The employees benefit from the company's value creation and gain a long-term perspective on the company's development. The co-ownership scheme is important to attract and retain employees.
All trainees who join Veidekke are given shares worth NOK 10,000. Apprentices who stay on in Veidekke after passing their trade examination are given shares worth NOK 1,000.
Each spring and autumn Veidekke gives the employees the opportunity to buy Veidekke shares at a discount. The discount for share purchases without financial assistance is 30% of the market price of the shares; the discount with financial assistance is 20%. The shares have a lock-in period of two to three years. There is great interest in buying shares through these schemes: In 2017 a total of 2,624 employees bought shares under the scheme, and 1.94 million shares worth NOK 137.3 million were awarded.
The Annual General Meeting has authorised the Board of Directors to issue and buy back shares. The Board of Directors is authorised to issue up to 13 million shares. Since 1986 this authorisation has been successively renewed. The authorisation has not been used since 2004. The Board of Directors is also authorised to purchase the company's own shares for a total nominal value of up to NOK 6.5 million, equivalent to just under 10% of the share capital. This authorisation has not been used since 2009. See also the section on corporate governance for more information on the Board's authorisations.
The company's internal insider trading rules are stricter than is required by the Norwegian Securities Trading Act. In addition to the extended statutory duty to investigate, the company observes the duty to obtain clearance for primary insiders, in order to ensure more thorough compliance with the duty to investigate. This is in keeping with the recommendations of the Oslo Stock Exchange. Veidekke has also drawn up internal rules, which have been made known to all employees in key positions and to senior union representatives. These rules entail, among other things, that trading in Veidekke shares is prohibited during the four weeks prior to the publication of the interim results and that employees
must exercise great caution at all times when buying and selling Veidekke shares.
Veidekke's main aim for its investor market work is to build trust by ensuring that all parties are treated equally in terms of equal access to identical financial information. Open dialogue with investors, analysts and other stakeholders in the financial markets helps ensure that the Group's values are reflected in the pricing of the Veidekke share.
Interim results are reported in accordance with the financial calendar. Veidekke holds presentations for shareholders, investors, brokers, analysts, the press and employees in connection with the disclosure of the annual and interim results. These presentations can be followed via webcast. The company publishes information in Norwegian and English. Veidekke's financial calendar, quarterly reports, analyst presentations, economic activity reports, and other important press releases and presentations, as well as information about the Veidekke share, share price, shareholder information, up-to-date lists of shareholders and analysts who follow the Veidekke share are available on our website at: http://veidekke.com/en/.
1) The share prices in this graph have been adjusted for dividends. The scale is logarithmic. Source: Oslo Stock Exchange and Veidekke
| Ownership share in % |
|---|
| 17.8 |
| 11.5 |
| 6.9 |
| 4.2 |
| 3.9 |
| 3.6 |
| 2.2 |
| 2.0 |
| 1.9 |
| 1.6 |
| 55.7 |
| 15.1 |
| 29.2 |
| 100.0 |
A list of the 20 largest shareholders on Veidekke's website is updated weekly. The company's share registrar is Nordea.
| Shareholding | From | To | No. of shareholders | No. of shares | % |
|---|---|---|---|---|---|
| 1 | 100 | 2 302 | 109 404 | 0.1 | |
| 101 | 1 000 | 4 418 | 2 177 633 | 1.6 | |
| 1 001 | 10 000 | 3 350 | 11 519 632 | 8.6 | |
| 10 001 | 100 000 | 822 | 20 875 744 | 15.6 | |
| 100 001 | 115 | 99 022 529 | 74.1 | ||
| Total | 11 007 | 133 704 942 | 100.00 |
| Amount paid in | No. of shares after increase |
Share capital | |||
|---|---|---|---|---|---|
| Form of issue | (NOK millioner) | (1,000) | after increase | Adjustment factor | |
| 1986 | Dispersion issue, price NOK 11.71 | 25.3 | 3 053 | 30.5 | |
| 1986 | Issue employees, price NOK 10.54 | 3.1 | 3 113 | 31.1 | |
| 1988 | Bonus issue 5:1 | 3 736 | 37.4 | 0.833 | |
| 1989 | Merger Hesselberg Vei | 4 693 | 46.9 | ||
| 1989 | Dividend shares | 0.5 | 4 746 | 47.5 | 0.998 |
| 1990 | Merger Folke A. Axelson A/S | 4 802 | 48.0 | ||
| 1990 | Dividend shares | 0.6 | 4 861 | 48.6 | 0.999 |
| 1991 | Merger Stoltz Røthing Haugesund A/S | 4 912 | 49.1 | ||
| 1991 | Merger Aker Entreprenør A/S | 5 623 | 56.2 | ||
| 1995 | Issue employees, price NOK 26.24 | 8.0 | 5 698 | 57.0 | |
| 1998 | Share split 1:2 | 11 396 | 57.0 | ||
| 2000 | Share split 1:2 | 22 791 | 57.0 | ||
| 2000 | Rights issue 6:1 | 191.2 | 26 590 | 66.5 | 0.981 |
| 2001 | Issue employees, price NOK 42.00 | 19.0 | 27 039 | 67.6 | |
| 2002 | Issue employees, price NOK 43.00 | 11.6 | 27 309 | 68.3 | |
| 2003 | Issue employees, price NOK 44.00 | 13.2 | 27 609 | 69.0 | |
| 2004 | Issue employees, price NOK 66.00 | 66.0 | 28 609 | 71.5 | |
| 2007 | Share split 1:5 | 143 045 | 71.5 | ||
| 2007 | Cancellation of shares | 140 164 | 70.1 | ||
| 2008 | Cancellation of shares | 135 959 | 68.0 | ||
| 2009 | Cancellation of shares | 133 705 | 66.9 |
| 2017 | 2016 | 2015 | 2014 | 2013 | |
|---|---|---|---|---|---|
| Market price at 31 December | 92.75 | 123.50 | 108.50 | 73.75 | 48.8 |
| - high | 128.00 | 126.50 | 109.00 | 74.25 | 51.25 |
| - low | 83.50 | 96.75 | 69.50 | 46.0 | 43.5 |
| Earnings per share 1) | 8.2 | 6.6 | 5.7 | 6.3 | 4.1 |
| Market price/earnings (P/E) | 11.3 | 18.7 | 19.0 | 11.7 | 11.9 |
| Market price/book value per share (P/B) | 3.2 | 4.8 | 4.5 | 3.6 | 2.7 |
| Dividend per share | 5 | 4.50 | 4.0 | 3.5 | 3.0 |
| Pay-out ratio (%) | 61 | 68 | 70 | 55.5 | 73.2 |
| Turnover rate (%) | 23.3 | 18.7 | 27. 9 | 23.9 | 20.1 |
| Earnings yeld (%) | 5.4 | 3.6 | 3,7 | 4.7 | 6.1 |
| Outstanding shares (average million) | 133.7 | 133.7 | 133.7 | 133.7 | 133.7 |
| Market price at 31 December (NOK million) | 12,401 | 16,512 | 14,507 | 9,861 | 6,525 |
| No. of shareholders at 31 December | 11,007 | 9,029 | 8,704 | 7,328 | 7,356 |
1) No dilutive effect.
(Gjeldende fra 7. mai 2014)
Article 1 The name of the Company is Veidekke ASA. The Company is a public limited company.
The Company's purpose is construction and property development activities, and other economic activities related with the aforementioned. Activities may be conducted by the Company itself, by subsidiaries at home and abroad, or through participation in other companies or in cooperation with others.
The Annual General Meeting shall:
Veidekke was founded in 1936 as a cobblestone cutting and laying company in Østfold county. The business gradually expanded and took on road improvement projects in several municipalities and counties in eastern Norway. The real breakthrough came in 1948, when the small company was awarded the major civil engineering contract for the construction of Sola Airport in Stavanger. With time Veidekke became a central player in airport construction in Norway, and in the late 1950s it undertook its first overseas assignment: construction of an airport in Ethiopia.
Large civil engineering projects accounted for the bulk of the business in the 1960s and '70s, and in the following decades the company became a sizeable road builder. Other major civil engineering projects, such as construction of power stations and large industrial facilities for the oil sector, were added as new market areas.
The 1980s were marked by structural changes in the construction industry, and several of the larger construction companies merged. Veidekke's strategy was to continue to develop as an independent company, marking the beginning of an era of acquisitions. A total of ten companies were merged into the Group during this decade. Since
then, over 70 other companies have joined the Group. In the 1980s Veidekke expanded into a new market: residential and non-residential building construction. Another milestone was the listing on the Oslo Stock Exchange in 1986.
The acquisition of Aker Entreprenør in 1991 resulted in a doubling of the company's revenue, marking the advent of a decade of strong growth. In addition Veidekke decided to focus on the residential segment with property development as a new business area, while also looking to expand into neighbouring countries. The company established civil engineering operations in Gothenburg in 1998 in partnership with local players, marking the beginning of Veidekke's development as a Scandinavian construction company. In 2000 Veidekke acquired Denmark's oldest and fourth largest construction company, Hoffmann A/S, and in the same year the company also established construction and property development operations in Sweden.
The company continues to adhere to the strategy of profitable growth, and through value-adding interaction with customers and partners, Veidekke will continue to build tomorrow's Scandinavia.
Veidekke is one of Scandinavia's largest construction and property development companies. The company undertakes all types of building construction and civil engineering contracts, develops residential projects, maintains roads, and produces asphalt and aggregates. The company is known for its involvement and local knowledge. Its annual turnover is NOK 32 billion, and half of its 7,700 employees own shares in the company. Veidekke is listed on the Oslo Stock Exchange and has always posted a profit since it was founded in 1936.
Veidekke – local presence, Scandinavian strength.
veidekke.com/en
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