Annual Report 2018 2 * This Annual Report index is clickable. Key figures 3 Bonheur ASA – Overview 4 Director’s Report 2018 6 Bonheur ASA – Consolidated Accounts 14 Bonheur ASA -NGAAP accounts 77 Consolidated Income Statement 14 Income Statement (NGAAP) 77 Consolidated Statement of Comprehensive Income 15 Balance Sheet (NGAAP) 78 Consolidated Statement of Financial Position 16 Cash Flow Statement (NGAAP) 79 Statement of Changes in Equity 18 General information and summary of significant Consolidated Cash Flow Statement 19 Accounting Principles 80 Notes to the Consolidated Financial Statements 20 Notes 81 Note 1 – Principal accounting policies and key 20 Note 1 – Personnel expenses, professional 81 accounting estimates fees Note 2 – Determination of fair values 22 Note 2 – Pensions / Employee Benefits 82 Note 3 – Financial risk management 23 Note 3 – Property, plant and equipment 85 Note 4 – Operating segments 24 Note 4 – Subsidiaries 86 Note 5 – Revenue 27 Note 5 – Shares in associated companies Note 6 – Operating expenses 32 and other investments 86 Note 7 – Personnel expenses 32 Note 6 – Bonds 87 Note 8 – Finance income and expenses 34 Note 7 – Receivables 87 Note 9 – Income tax expense 35 Note 8 – Share capital and shareholders 88 Note 10 – Property, plant and equipment 37 Note 9 – Liabilities 90 Note 11 – Intangible assets 40 Note 10 – Guarantees 90 Note 12 – Investments in associates 44 Note 11 – Tax 91 Note 13 – Other investments 45 Note 12 – Related party information 92 Note 14 – Inventories 46 Note 13 – Financial instruments 95 Note 15 – Trade and other receivables 47 Note 14 – Cash and cash equivalents 96 Note 16 – Cash and cash equivalents 47 Note 15 – Dividends 96 Note 17 – Earnings per share 48 Note 16 – Other financial expenses 97 Note 18 – Interest bearing loans and borrowings 49 Note 19 – Employee Benefits 52 Note 20 – Deferred Income and other accruals 57 Note 21 – Trade and other payables 57 Note 22 – Financial Instruments 58 Note 23 – Rental and leases 65 Note 24 – Capital commitments 66 Note 25 – Contingencies and provisions 66 Note 26 – Related party information 67 Note 27 – Group of companies 71 Note 28 – Sale of ownership in UK 72 wind farm portfolio Note 29 – Acquisition of indirect 51% 72 shareholding in Blue Tern Limited Directors’ responsibility statement 98 (previous Seafox 5 Limited) Statement of the Shareholders’ Committee 98 Note 30 – Acquisition of subsidiary in the other 72 Auditor’s Report 99 Investment segment Corporate Governance 103 Note 31 – Discontinued operations 73 Major Asset List per 31 December 2018 106 Note 32 – Subsequent events 75 Definitions 107 Note 33 – Standards issued but not yet effective 76 Addresses 108 2 Bonheur ASA – Annual Report 2018 3 Key Figures (consolidated accounts) (Amounts in NOK million) 2018 2017 2016 Income statement Re-presented Operating income 6 787,5 6 325,4 12 414,5 Operating profit before depreciation and impaiment losses (EBITDA) 1 480,8 1 569,8 5 071,9 EBITDA-margin 22% 25% 41% Operating profit/loss (-) (EBIT) 434,5 658,3 -294,4 Share of result in associates -8,7 -17,2 17,1 Net finance income / expense (-) -362,1 -119,8 -409,8 Profit / loss (-) before tax 63,7 521,3 -687,2 Tax income / expense (-) -93,0 -154,3 -316,9 Net result from continuing operations -29,2 367,0 -1 004,1 Net result from discontinued operations -2 675,4 -2 143,9 0,0 Profit for the year -2 704,6 -1 776,9 -1 004,1 Non-controlling interests -1 317,7 -912,7 -514,5 Profit / loss (-) for the year (shareholders of the parent) -1 386,9 -864,2 -489,6 Statement of financial position Non-current assets 11 619,2 19 243,2 22 160,0 Current assets 7 867,6 11 216,0 10 360,7 Equity ex non-controlling interests 6 333,0 8 514,1 9 461,5 Non-controlling interests 1 020,3 2 637,0 3 653,3 Non-current interest bearing liabilities 6 638,8 12 201,0 13 955,5 Other non-current liabilities 1 282,7 1 804,3 1 896,6 Current interest bearing liabilities 1 938,9 2 293,3 1 141,8 Other current liabilities 2 273,0 3 009,4 2 411,9 Total assets / total equity and liabilities 19 486,8 30 459,2 32 520,6 Liquidity Cash and cash equivalents as at 31 December 1) 5 913,1 8 592,6 7 228,0 Net change in cash and cash equivalents 1) -2 698,2 1 393,4 -153,3 Net cash from operating activities 1) 212,6 2 455,1 5 535,8 Current ratio 2) 187% 212% 292% Capital Equity-to-assets ratio 3) 38% 37% 40% Share capital 53,2 53,2 53,2 Total number of shares outstanding as at 31 December 42 531 893 42 531 893 42 531 893 Key performance indicators: Net interest bearing debt (NIBD) 4) 2 665 5 902 7 869 Capital employed (CE) 5) 10 018 17 053 20 984 Key figures per share (Amounts in NOK) Market price 31 December 93,60 89,75 72,25 Dividend per share 4,00 2,00 2,00 1) In accordance with cash flow statement. 2) Current assets as per cent of current liabilities. 3) Equity as per cent of total assets. 4) NIBD = Total interest bearing debt less cash and cash equivalents. 5) CE= NIBD + Total equity. The non-controlling interests in the Bonheur Group of companies are presented in the income statement and statement of financial position. The non-controlling interests consist of 44.06% of NHST Media Group AS (adjusted for own shares), 49% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (UK), 49% of Blue Tern Limited and 24.5% of Global Wind Services AS. Bonheur ASA – Annual Report 2018 3 4 Bonheur ASA – Overview Bonheur ASA (the “Company”) is domiciled in Norway, has its head office in Oslo and is listed on the Oslo Stock Exchange. The consolidated financial statements of the Company as at and for the year ended 31 December 2018 comprise the Company, its subsidiaries and associates (for accounting purposes only in the following referred to as the “Group of companies”). The Company has investments in several business activities, based upon its long term commitment to renewable energy, shipping, and cruise. The Company is increasingly focusing on renewable energy. At year-end 2018 the main investments are within the following business segments: Renewable energy The Renewable energy segment The wind farm portfolio also includes consists of Fred. Olsen Renewables AS 105 MW under construction in Sweden, with subsidiaries (“FOR”) and consents for additional 295 MW on- Fred.Olsen Green Power AS (FOGP). shore in the UK, Sweden and Norway and 50 % of the consented Offshore FOR / FOGP are primarily engaged in wind project Codling, of approximately development, construction and operation 500 MW. of wind farms. By the end of the year the installed capacity in operation was 679 FOR’s operating revenues in 2018 MW. amounted to NOK 1 631 million, based on an annual production of During 2018, the FOR / FOGP 1 767 GWh. Operating result before organization was strengthened to grow depreciation (EBITDA) was the pipeline of renewable energy NOK 1 101 million. projects and explore opportunities for entry into new markets and other areas of renewable energy. Shipping / Offshore Wind The shipping / offshore wind activities are UFN together with the 100 % owned organised through Fred. Olsen Ocean Ltd. subsidiary Universal Foundation (FOO) with subsidiaries. FOO is 100 % Denmark A/S develops and deliver owner of Fred. Olsen Windcarrier AS design including installation of its unique (“FOW”) with subsidiaries and Universal MonoBucket® foundation. Foundation Norway AS (“UFN”). FOW owns a fleet of seven modern Subsidiaries of FOW own and operate crew transfer vessels used in three modern self-propelled jack-up conjunction with the construction and vessels specially designed for maintenance of offshore wind farms. transportation, installation and service of offshore wind turbines. Operating revenues in 2018 amounted to NOK 1 480 million and operating result Global Wind Service A/S, a Danish before depreciation (EBITDA) was NOK 152 limited company owned 75.5 % by million. FOW, is an international supplier of qualified and skilled technical personnel to the onshore and offshore global wind turbine industry. 4 Bonheur ASA – Annual Report 2018 5 Cruise The cruise segment is headed up by First The river cruise vessel offers cruises Olsen (Holdings) Ltd and its principal of typically 7 nights on the main rivers trading subsidiary, Fred. Olsen Cruise in Europe. Lines Ltd (“FOCL”), from the UK. FOCL and its fellow subsidiaries own and FOCL’s strategy is to develop operate 4 cruise ships with an overall itineraries which allow passengers to berth capacity of approximately 3 700 get closer to the destinations with its passengers, as well as operating a smaller sized fleet of vessels, offering European river cruise vessel from April to authentic and interesting experiences. October. During 2018, 98 898 passengers were carried on the vessels. Ocean cruise holidays on sale range from two night mini cruises in Europe, to over Operating revenues in 2018 amounted to 100 nights on a world cruise. NOK 2 355 million and operating result be- fore depreciation (EBITDA) was NOK 338 million. Other investments Other investments include the ownership Other investments also include 51.9 % of of 54.0 % in NHST Media Group AS, Dolphin Drilling ASA, which own and operate which comprises three main business offshore drilling units and 100% ownership of segments, Norwegian publications (the the service companies Fred. Olsen Insurance business newspaper Dagens Næringsliv Services AS and Fred.