2015 Annual Report 2015 2 Contents Key Figures 3 Bonheur ASA – Overview 4 Directors’ Report 2015 6 Bonheur ASA - Consolidated Accounts 14 Bonheur ASA - NGAAP accounts 65 Consolidated Income Statement 14 Income Statement (NGAAP) 65 Consolidated Statement of Comprehensive Income 15 Balance Sheet (NGAAP) 66 Consolidated Statement of Financial Position 16 Cash Flow Statement (NGAAP) 67 Statement of Changes in Equity 18 Accounting Policies 68 Consolidated Cash Flow Statement 19 Notes 69 Notes to the Consolidated Financial Statements 20 Note 1 – Personnel expenses, professional fees Note 1 – Reporting entity 20 to the auditors 69 Note 2 – Basis of preparation 20 Note 2 – Pension costs 70 Note 3 – Significant accounting policies 21 Note 3 – Property, plant and equipment 73 Note 4 – Determination of fair values 27 Note 4 – Subsidiaries 74 Note 5 – Financial risk management 27 Note 5 – Shares in associated companies and other investments 75 Note 6 – Operating segments 29 Note 6 – Bonds 75 Note 7 – Revenue 31 Note 7 – Receivables 76 Note 8 – Operating expenses 31 Note 8 – Share capital and shareholders 77 Note 9 – Personnel expenses 32 Note 9 – Liabilities 78 Note 10 – Finance income and expenses 32 Note 10 – Mortgages and guarantees 78 Note 11 – Income tax expense 33 Note 11 – Tax 79 Note 12 – Property, plant and equipment 35 Note 12 – Related party information 81 Note 13 – Intangible assets 37 Note 13 – Financial instruments 83 Note 14 – Investments in associates 39 Note 14 – Cash and cash equivalents 84 Note 15 – Other investments 40 Note 15 – Dividends 85 Note 16 – Deferred tax assets and liabilities 42 Note 16 – Other financial expenses 85 Note 17 – Inventories 43 Note 17 – Merger between Bonheur ASA and Borgå II AS 85 Note 18 – Trade and other receivables 43 Note 19 – Cash and cash equivalents 44 Note 20 – Earnings per share 44 Note 21 – Interest bearing loans and borrowings 45 Note 22 – Employee Benefits 47 Note 23 – Deferred Income and other accruals 51 Note 24 – Trade and other payables 51 Note 25 – Financial Instruments 52 Note 26 – Operating leases 56 Note 27 – Capital commitments 56 Note 28 – Contingencies and provisions 57 Note 29 – Related party information 58 Directors’ responsibility statement 86 Note 30 – Group of companies 61 Statement of the Shareholders’ Committee 86 Note 31 – Subsequent events 62 Auditor’s Report 87 Note 32 – Business combinations 62 Corporate Governance 90 Note 33 – Sale of ownership in UK wind farm portfolio 63 Fleet List as per 31 December 2015 93 Note 34 – Acquisition of subsidiary 63 Addresses 94 2 Bonheur ASA - Annual Report 2015 Key Figures 3 Key Figures (consolidated accounts) (Amounts in NOK million) 2015 2014 2013 Income statement Operating income 14 640.4 12 347.3 10 257.4 Operating profit before depreciation and impairment losses (EBITDA) 6 243.3 4 322.3 4 012.2 Operating profit (EBIT) -2 361.3 1 303.5 1 556.6 Share of profit in associates -2.1 107.9 0.7 Net finance income / expense (-) -535.5 -469.4 18.6 Profit before tax -2 898.8 942.0 1 576.0 Tax income / expense (-) 94.9 -445.0 -101.8 Net profit from continuing operations -2 803.9 497.0 1 474.2 Net result from discontinued operations 0.0 0.0 -205.0 Profit for the year -2 803.9 497.0 1 269.2 Non-controlling interests -1 542.4 377.9 860.9 Profit for the year (shareholders of the parent) -1 261.5 119.2 408.3 Statement of financial position Non-current assets 28 220.1 32 165.3 24 058.9 Current assets 13 586.0 9 250.3 8 238.5 Equity ex non-controlling interests 9 100.8 7 930.2 7 094.2 Non-controlling interests 6 344.2 6 603.6 5 859.3 Non-current liabilities 19 377.1 19 472.5 11 541.0 Current liabilities 6 984.1 7 409.3 7 802.8 Total assets / total equity and liabilities 41 806.1 41 415.5 32 297.3 Liquidity Cash and cash equivalents per 31 December 1) 8 340.3 5 673.2 5 379.1 Net change in cash and cash equivalents 1) 2 038.0 -143.8 1 119.9 Net cash from operating activities 1) 5 240.3 3 108.7 3 408.4 Current ratio 2) 195 % 125 % 106 % Capital Equity-to-assets ratio 3) 37 % 35 % 40 % Share capital 51.0 51.0 51.0 Total number of shares outstanding 32 345 668 32 345 668 32 345 668 Key figures per share (Amounts in NOK) Market price 31 December 53.00 73.25 128.50 Dividend per share 2.00 2.50 7.00 1) In accordance with cash flow statement 2) Current assets as per cent of current liabilities 3) Equity as per cent of total assets 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 47.74% of Fred. Olsen Energy ASA, 37.01% of Ganger Rolf ASA, 44.06% of NHST Media Group AS and indirectly 49.00% of Fred. Olsen Wind Limited (UK). Bonheur ASA - Annual Report 2015 3 4 Bonheur ASA – Overview Bonheur ASA (the “Company”) is domiciled in Norway and listed on Oslo Stock Exchange. The consolidated financial statements of the Company as at and for the year ended 31 December 2015 comprise the Company, its subsidiaries and associates (for accounting purposes only in the following referred to as the “Group of com- panies”). The Company has investments in several business activities, based upon its long term commitment to shipping, offshore drilling, renewable energy and cruise. The Company is increasingly focusing on renew- able energy. Investments are normally made in cooperation with the listed subsidiary Ganger Rolf ASA. An Extraordinary General Meeting on 16 March 2016 resolved to merge the Company with Ganger Rolf, with the Company as the surviving entity. The merger is expected to be completed in end of May 2016. At year-end 2015 the main investments are within the following business segments: Offshore drilling Offshore drilling consists of the Bonheur Group main part of FOE’s drilling division. It is recog- of companies’ ownership of 51.9 % in the off- nized as a medium-sized international drilling shore drilling contractor Fred. Olsen Energy operator and has had a leading position within ASA (together with subsidiaries “FOE”), which offshore drilling services for more than 40 years. is listed on Oslo Stock Exchange. FOE owns and operates three deepwater units and five mid- The principal activities of Harland and Wolff water semi-submersible drilling rigs in addition Group Plc. (H&W) include offshore wind foun- to one tender support vessel and one accom- dations, ship repair, engineering and design modation unit. In addition FOE owns the ship as well as projects for the offshore oil and gas yard Harland & Wolff in Belfast. industry. FOE was established in 1997 through the merg- In 2015, FOE generated operating revenues of er of the offshore activities of Ganger Rolf ASA NOK 8 976 million and operating result before and Bonheur ASA and was listed on Oslo Stock depreciation (EBITDA) was NOK 5 131 million. Exchange in October the same year. Dolphin Drilling Ltd., based in Aberdeen, Scot- land, Dolphin Drilling AS in Stavanger and Dolphin Drilling Pte. Ltd in Singapore form the Renewable energy The investments within renewable energy are additional 914 MW onshore in the UK, Sweden organized through Fred. Olsen Renewables and Norway and 50% of the consented off- AS with subsidiaries (“FOR”). FOR is primarily shore wind project Codling, of approximately engaged in development, construction and 500 MW. operation of wind farms. By the end of the year the installed capacity in operation was FOR’s operating revenues in 2015 amounted 582 MW. to NOK 1 196 million, based on an annual pro- duction of 1 393 GWh. Operating result before The wind farm portfolio also includes 75.5 MW depreciation (EBITDA) was NOK 811 million. under construction in Scotland, consents for 4 Bonheur ASA - Annual Report 2015 5 Shipping / Offshore wind The shipping / offshore wind activities are 50/50 by Fred. Olsen Windcarrier AS and Global organised through Fred. Olsen Ocean Ltd. with Wind Service A/S, operates a modern fleet of subsidiaries (FOO). FOO is 100 % owner of Fred. crew transfer vessels used in conjunction with Olsen Windcarrier AS with subsidiaries (“FOW”) the construction and maintenance of offshore and Universal Foundation Norway AS (“UFN”). wind farms. UFN together with the subsidiary Universal Foundation A/S (Denmark, 82 % FOW operates two modern self-propelled owned) develops and delivers integrated jack-up vessels specially designed for trans- turnkey solutions with its unique MonoBucket® portation and installation of offshore wind foundation. turbines. Global Wind Service A/S, a Danish limited company owned 75.5% by FOW, is an Operating revenues in 2015 amounted to international supplier of qualified and skilled NOK 1 050 million and operating result before personnel to the global wind turbine industry. depreciation (EBITDA) was NOK 81 million. Fred. Olsen Windcarrier A/S (Denmark) owned Cruise The cruise business is managed through In 2015 the company carried about 91 800 First Olsen (Holdings) Ltd. and its subsidiary passengers. Fred. Olsen Cruise Lines Ltd. in Ipswich, UK (“FOCL”). FOCL operates 4 cruise ships with Operating revenues in 2015 amounted to an overall berth capacity of approximately NOK 2 092 million and operating result before 3 700 passengers. Offering cruise holidays depreciation (EBITDA) was NOK 292 million. from 2 to 108 nights FOCL provides a diverse range of cruises.