NOTE 1

GENERAL INFORMATION AND ACCOUNTING PRINCIPLES

General information

Ferd is a family-owned Norwegian investment-company committed to value-creating ownership of businesses and investments in financial assets. In addition to the Group’s purely commercial activities, Ferd has an extensive involvement in social entrepreneurship. Ferd AS is located in Strandveien 50, Lysaker.

Ferd is owned by Johan H. Andresen and his family. Andresen is the Chair of the Board.

The Company's financial statements for 2016 were approved by the Board of Directors on 10 May 2017.

Basis for the preparation of the consolidated financial statements

Ferd AS' consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as approved by the EU.

Summary of the most significant accounting principles

The most significant accounting principles applied in the preparation of the financial statements are described below. The accounting principles are consistent for similar transactions in the reporting periods presented, if not otherwise stated.

Consolidation and consolidated financial statements

The consolidated financial statements show the overall financial results and the overall financial position for the parent company Ferd AS and entities where Ferd has direct or indirect control. Ferd has control over an investment if Ferd has the decision power over the enterprise in which it has been invested, is exposed to or is entitled to a variable return from the enterprise, and at the same time has the opportunity to use this decision power over the enterprise to influence on the variable return.

Non-controlling interests in subsidiaries are disclosed as part of equity, but separated from the equity that can be attributed to the shareholders of Ferd AS. The non-controlling interests are either measured at fair value or at the proportionate share of identified net assets and liabilities. The principle for measuring non-controlling interests is determined separately for each business combination.

Subsidiaries are consolidated from the date when the Group achieves control, and are excluded when such control ceases. Should there be a change in ownership in a subsidiary without any change of control, the change is accounted for as an equity transaction. The difference between the compensation and the carrying value of the non-controlling interests is recognised directly in equity and allocated to the shareholders of Ferd AS. At a loss of control, the subsidiary's assets, liabilities, non-controlling interests and any accumulated currency differences are derecognised. Any remaining owner interests at the date of the loss of control are measured at fair value, and gain or loss is recognised in the income statement.

Inter-company transactions, balances and unrealised internal gains are eliminated. When required, adjustments are made to the financial statements of subsidiaries to bring their accounting principles in line with those used by the Group.

Business combinations

Business combinations are accounted for by the acquisition method. This implies the identification of the acquiring company, the determination of the date for the take-over, the recognition and measurement of identifiable acquired assets, liabilities and any non-controlling interests in the acquired company taken over, and the recognition and measurement of goodwill or gain from an acquisition made on favourable terms.

Assets, liabilities and contingent liabilities taken over or incurred are measured at fair value at the acquisition date. Goodwill is recognised as the total of the fair value of the consideration, including the value of the non-controlling interests and the fair value of former owner shares, less net identifiable assets in the business combination. Direct costs connected with the acquisition are recognised in the income statement.

Any contingent consideration from the Group is recognised at fair value at the acquisition date. Changes in the value of the contingent consideration considered to be a financial liability pursuant to IAS 39, are recognised in the income statement when incurred. In step-by-step business combinations, the Group’s former stake is measured at fair value at the date of the take-over. Any adjustments in value are recognised in the income statement.

Discontinued operations

In the event that an agreement has been made to dispose of a significant part of the Group’s operations, this business is presented as "discontinued operations" on a separate line in the income statement and balance sheet. As a consequence, all other presented amounts are exclusive of the "discontinued operations". Comparable figures for income and expenses are restated in the accounts and notes. Comparable figures for balance sheet items and the statement of cash flows are not restated.

 

Investments in associates and joint ventures

Associates are entities over which the Group has significant influence, but not control. Significant influence implies that the Group is involved in strategic decisions concerning the company’s finances and operations without controlling these decisions. Significant influence normally exists for investments where the Group holds between 20 % and 50 % of the voting capital.

A joint venture is a contractual arrangement requiring unanimous agreement between the owners about strategic, financial and operational decisions.

Investments in associates and joint ventures are classified as non-current assets in the balance sheet.

The exemption from using the equity method in IAS 28 for investments in associated companies and joint ventures owned by investing entities is the basis for presenting the investments in the business area Ferd Capital. These investments are recognised at fair value with value changes over profit and loss, and are classified as current assets in the balance sheet.

Other investments in associates and joint ventures are accounted for by the equity method, i.e., the Group’s share of the associates’ profit or loss is disclosed on a separate line in the income statement. The carrying amount of the investment is added to Ferd's share of total comprehensive income in the investment. The accounting principles are adjusted to bring them in line with those of the Group. The carrying amount of investments in associates is classified as “Investments accounted for by the equity method” and includes goodwill identified at the date of acquisition, reduced by any subsequent write-downs.

Sales income

The Group’s consolidated revenue mainly comprises the sale of a wide range of goods to manufacturing companies as well as to consumers, services to the oil sector, IT services and deliveries of packaging and packaging systems.

Revenue from the sale of goods is recognised when the potential for earnings and losses has been transferred to the buyer, when income from the sale can be expected and the amount can be reliably measured. Revenue from the sale of services is recognised according to the service’s level of completion, provided the progress of the service and its income and costs can be reliably measured. Should the contract contain several elements, revenue from each element is recognised separately, provided that the transfer of risk and control can be separately assessed. Contracts concerning the sale of filling machines and packaging are commercially connected, and revenue is therefore recognised in total for the contract.

Revenue is measured at the fair value of the compensation and presented net of discounts, value added tax and similar taxes.

At the sale of intangible and tangible assets, gain or loss is calculated by comparing the proceeds with the residual carrying value of the sold asset. Calculated gain/loss is included in operating income or expenses, respectively.

Foreign currency translation

Transactions in foreign currency in the individual Group entities are recognised and measured in the functional currency of the entity at the transaction date. Monetary items in foreign currency are translated into the functional currency at the exchange rate prevailing at the balance sheet date. Gain and loss arising from changes in foreign currency is recognised in the income statement with the exception of currency differences on loans in foreign currencies hedging a net investment, and inter-company balances considered to be part of the net investment. These differences are recognised as other income in total comprehensive income until the investment is disposed of.

The consolidated financial statements are presented in Norwegian kroner (NOK), which is the functional currency of the parent company. When a subsidiary in foreign currency is consolidated, income and expense items are translated into Norwegian kroner at an average weighted exchange rate throughout the year. For balance sheet items, including excess values and goodwill, the exchange rate prevailing at thebalance sheet date is used. Exchange differences arising when consolidating foreign subsidiaries are recognised in total comprehensive income until the subsidiary is disposed of.

Loan expenses

Loan expenses that are directly attributable to the acquisition, manufacturing or production of an asset requiring a long time to be completed before it can be used, are added to the acquisition cost for the asset. For investment properties measured at fair value, Ferd is also capitalising loan expenses incurred in the development period. Ferd is capitalising loan expenses from the starting date for the preparation of the asset for its intended use and the loan expenses begin to incur. The capitalisation continues until these activities have been completed. Should the development be put temporarily on hold, the loan expenses are not capitalised during this period.

Classification of financial instruments

Financial instruments constitute a substantial part of Ferd’s consolidated accounts and are of considerable significance for the overall financial standing and result of the Group. Financial assets and liabilities are recognised when the Group becomes a party to the contractual obligations and rights of the instrument. Pursuant to IAS 39, all Ferd’s financial instruments are initially classified in the following categories:

1.  Financial instruments at fair value and with changes in value recognised over profit and loss

2.  Loans and receivables

3.  Financial liabilities

Financial instruments are classified as held for trading and as part of category 1. Derivatives are classified as held for trading unless they are part of a hedging instrument, another asset or liability. Assets held for trading are classified as current assets.

Financial instruments at fair value with value changes in the income statement pursuant to IAS 39 can also be classified in accordance with the "fair value option" in IAS 28.18. The instrument must initially be recognised at fair value with value changes over profit and loss and also meet certain criteria. The key assumption for applying the “fair value option” is that a group of financial assets and liabilities are managed on a fair value basis, and that management evaluates the earnings following the same principle.

Loans and receivables are non-derivative financial assets with fixed or determinable payments not quoted in an active market. They are classified as current assets, unless they are expected to be realised more than 12 months after the balance sheet date. Loans and receivables are presented as trade receivables, other receivables and bank deposits in the balance sheet.

Financial liabilities not included in the category held for trading and not measured at “fair value over profit and loss” are classified as other liabilities. Trade payables and other liabilities are classified as current if the debt is due within one year or is part of the ordinary operating cycle. Debt arisen by utilising Ferd's loan facility is presented as long-term if Ferd both has the opportunity and the intention to revolve the debt more than 12 months.

Recognition, measurement and presentation of financial instruments in the income statement and statement of financial position

Purchases and sales of financial instrument transactions are recognised on the date of the agreement. Financial instruments are derecognised when the contractual rights to the cash flows from the asset expire or have been transferred to another party. Correspondingly, financial instruments are derecognised when the Group on the whole has transferred the risk and reward of the ownership.

Financial instruments at “fair value over profit and loss” are initially measured at quoted prices at the balance sheet date or estimated on the basis of measurable market information available at the balance sheet date. Transaction costs are recognised in the income statement. In subsequent periods, the financial instruments are presented at fair value based on market values or generally accepted calculation methods. Changes in value are recognised in the income statement.

Loans and receivables are initially measured at fair value with the addition of direct transactions costs. In subsequent periods, the assets and liabilities are measured at amortised cost by using the effective interest method, less any decline in value. A provision for a decline in value is made for actual and possible losses on receivables. The Group regularly reviews receivables and prepares estimates for losses, as the basis for the provisions in the financial statements. Losses from declines in value are recognised in the income statement.

Financial obligations classified as other liabilities are measured at amortised cost by using the effective interest method.

Gain and loss from the realisation of financial instruments, changes in fair values and interest income are recognised in the income statement in the period they arise. Dividend income is recognised when the Group has the legal right to receive payment. Net income related to financial instruments is classified as operating income and presented as “Income from financial investments” in the income statement.

Financial derivatives and hedge accounting

The Group applies financial derivatives to reduce the financial loss from exposures to unfavourable changes in exchange rates or interest rates. Financial derivatives related to a highly probable planned transaction (cash flow hedges) are recognised in accordance with the principles for hedge accounting when the hedge has been documented and meets the relevant requirements for effectiveness. Ferd is not applying hedge accounting for derivatives acquired to reduce risk in an asset or liabilities recognised in the balance sheet. Derivatives not qualified for hedge accounting are classified as financial instruments at fair value, and changes in value are recognised in the income statement.

Cash flow hedging is presented by recognising a change in fair value of the financial derivative applied as cash flow hedging as other income and expenses in total comprehensive income until the underlying transaction is accounted for. The ineffective portion of the hedge is recognised immediately in profit or loss.

When the hedge instrument expires or is disposed of, the planned transaction is carried out or when the hedge no longer meets the criteria for hedge accounting, the accumulated effect of the hedging is recognised in the income statement.

Income taxes

The income tax expense includes tax payable and changes in deferred tax. Income tax on other income and expenses items in total comprehensive income is also recognised in total comprehensive income, and tax on balances related to equity transactions are set off against equity.

The tax payable for the period is calculated according to the tax rates and regulations ruling at the end of the reporting period. Tax payable for the period is calculated on the tax basis deviating from profit before tax as a consequence of amounts that shall be recognised as income or expense in another period (temporary differences) or balances never to be subject to tax (permanent differences)

Deferred tax is calculated on temporary differences between book and tax values of assets and liabilities and the tax effects of losses to carry forward in the consolidated financial statements at the reporting date. Deferred tax liabilities associated with the initial recognition of goodwill in business combinations are not carried in the balance sheet, nor is deferred tax recognised in the balance sheet on the initial recognition of the acquisition of investment properties, if the purchase of a subsidiary with an investment property is considered as an acquisition of a separate asset.

 

Deferred tax assets are only recognised in the balance sheet to the extent that it is probable that there will be future taxable profits to utilise the benefits of the tax reducing temporary differences. Deferred tax liabilities and assets are calculated according to the tax rates and regulations ruling at the end of the reporting period and at nominal amounts. Deferred tax liabilities and assets are recognised net when the Group has a legal right to net assets and liabilities.

Goodwill

Goodwill is the difference between the cost of an acquisition and the fair value of the Group’s share of net assets in the acquired business at the acquisition date. Goodwill arising on the acquisition of subsidiaries is classified as intangible assets.

 

Goodwill is tested for impairment annually, or more often if there are indications of impairment, and carried at cost less accumulated depreciation. Impairment losses on goodwill are not reversed.

Goodwill arising on the acquisition of a share in an associate is included in the carrying amount of the investment and tested for impairment as part of the carrying amount of the investment. Gain or loss arising from the realisation of a business includes goodwill allocated to the business sold.

For the purpose of impairment testing, goodwill is allocated to the relevant cash-generating units. The allocation is made to the cash-generating units or groups of units expected to benefit from the synergies of the combination.

Intangible assets

Intangible assets acquired separately are initially carried at cost. Intangible assets acquired in a business combination are recognised at their fair value at the time of the combination. In subsequent periods, intangible costs are recognised at cost less accumulated depreciation and impairment.

Intangible assets with a definite economic life are depreciated over their expected useful life. Normally, straight-line depreciation methods are applied, as this generally reflects the use of the assets in the most appropriate manner. This applies for intangible assets like software, customer relations, patents and rights and capitalised development costs. Intangible assets with an indefinite life are not depreciated, but tested for impairment annually. Some of the Group’s capitalised brands have indefinite economic lives.

Research, development and other in-house generated intangible assets

Expenses relating to research activities are recognised in the income statement as they arise.

In-house generated intangible assets arising from development are recognised in the balance sheet only if all the following conditions are met:

1)  The asset can be identified.

5)  The development costs can be reliably measured.

In-house generated intangible assets are amortised over their estimated useful lives from the date when the assets are available for use. When the requirements for capitalisation no longer exist, the expenses are recognised in the income statement as incurred.

Tangible assets

Tangible assets are stated at cost less accumulated depreciation and impairment. The cost includes expenses directly attributable to the acquisition of the asset, including loan costs. Expenses incurred after the acquisition are recognised as assets when future economic benefits are expected to arise from the asset and can be reliably measured. Current maintenance is expensed.

Tangible assets are depreciated systematically over their expected useful lives, normally on a straight-line basis. When such assets have been capitalised under financial leasing, they are depreciated over the shorter of useful life and agreed lease period. If indications of impairment exist, the asset is tested for impairment.

Impairment

Tangible and intangible assets that are depreciated are considered for impairment when there are indications to the effect that future earnings cannot support the carrying amount. If there are indicators on a possible decline in value, an evaluation of impairment is made. Intangible assets with undefined useful lives and goodwill are not depreciated, but evaluated annually for impairment.

In the assessment of a decline in value, the first step is to calculate or estimate the assets' recoverable amount. Should it not be possible to calculate the recoverable amount for an individual asset, the recoverable amount for the cash-generating unit of which the asset is part, is calculated. A cash-generating unit is the smallest identifiable group of assets generating incoming cash-flows not depending on incoming cash-flows from other assets or groups of assets.

The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Fair value less costs to less is the amount that can be recovered at a sale of an asset in a transaction performed at arm’s length between well informed and voluntary parties, less costs to sell. The value in use is the present value of future cash flows expected to be generated by an asset or a cash-generating unit. In the event that the carrying amount exceeds the recoverable amount, the difference is recognised as a write-down. Write-downs are subsequently reversed when the impairment indicator no longer exists.

Leasing

Leases are classified either as operating or finance leases based on the actual content of the agreements. Leases under which the lessee assumes a substantial part of risk and return are classified as finance leases. Other leases are classified as operating leases.

The object and liability of finance leases with the Group as the lessee is initially recognised at the lower of the object’s fair value and the present value of the minimum lease. Lease payments are apportioned between the liability and finance cost in order to achieve a constant rate of interest on the remaining balance of the liability. Variable and contingent lease amounts are recognised as operating costs in the income statement as they incur. Lease objects related to finance lease agreements are depreciated over the shorter of the estimated useful life of the asset and the lease term, provided that the Group will not assume ownership by the end of the lease term.

Finance leases with the Group as the lessor are initially recognised at the beginning of the period as a receivable equal to the Group’s net investment in the lease agreement. The lease payments are apportioned between the repayment of the main balance and finance income. The finance income is calculated and recognised as a constant periodical return on the net investment over the lease period. Direct costs incurred in connection with the lease agreement are included in the value of the asset.

Leasing costs in operating leases are charged to the income statement when incurred and are classified as other operating expenses.

Investment property

Investment properties are acquired to achieve a long-term return on letting out or an increase in value, or both. Investment properties are measured at cost at the acquisition date, including transaction costs. In subsequent periods, investment properties are measured at their assumed fair value.

Fair value is the price we would have achieved at a sale of the property in a well organised transaction to an external party, carried out on the balance sheet date. Fair value is either based on observable market values, which in reality requires a bid on the property, or a calculation considering rental income from closed lease contracts, an assumption of the future lease level based on the market situation on the balance sheet date and also all available information about the property and the market on which it will be sold, based on market prices. An assumption at the calculation is that the property is utilised in the best possible manner, i.e. in a manner achieving most profit.

Revenue from investment properties includes the period’s net change in value of the properties together with rental income of the period less property related costs in the same period. Such revenue is classified as other operating income.

Inventories

Inventories are stated at the lower of cost and net realisable value. The costs of inventories are determined on a first-in-first-out basis. The cost of finished goods and goods in progress consists of costs related to product design, consumption of materials, direct wages and other direct costs. The net realisable value is the estimated selling price less estimated variable expenses for completion and sale.

Cash and cash equivalents

Cash and cash equivalents include cash, bank deposits and other short-term and easily realisable investments that will fall due within 3 months. Restricted funds are also included. Drawings on bank overdraft are presented as current liabilities to credit institutions in the balance sheet. In the statement of cash flows, the overdraft facility is included in cash and cash equivalents.

Pension costs and pension funds/obligations

Defined benefit plans

A defined benefit plan is a pension scheme defining the pension payment that an employee will receive at the time of retirement. The pension is normally determined as a part of the employee's salary. The Group's net obligation from defined benefit pension plans is calculated separately for each scheme. The obligation is calculated by an actuary and represents an estimate of future retirement benefits that the employees have earned at the balance sheet date as a consequence of their service in the present and former periods. The benefits are discounted to present value reduced by the fair value of the pension funds.

The portion of the period's net cost that comprises the current year's pension earnings, curtailment and settlement of pension schemes, plan changes and accrued social security tax is included in payroll costs in the period during which the employee has worked and thereby earned the pension rights. The net interest expense on the pension obligation less expected return on the pension funds is charged to the income statement as finance costs in the same period. Positive and negative estimate deviations are recognised as other income and costs in total comprehensive income in the period when they were identified.

Changes in defined benefit obligations due to changes in pension schemes are recognised over the estimated average remaining service period when the changes are not immediately recognised. Gain or loss on a curtailment or settlement of a benefit plan is recognised in the result when the curtailment or settlement occurs. A curtailment occurs when the Group decides to reduce significantly the number of employees covered by a plan or amends the terms of a defined benefit plan to the effect that a significant part of the current employees’ future earnings no longer qualify for benefits or will qualify for reduced benefits only.

Defined contribution plans

Obligations to make contributions to contribution based pension plans are recognised as costs in the income statement when the employees have rendered services entitling them to the contribution.

Provisions

A provision is recognised when the Group has an obligation as a result of previous events, it is probable that a financial settlement will take place and the amount can be reliably measured. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, discounted at present value if the discount effect is significant.

Dividend

Dividend proposed by the Board is classified as equity in the financial statements and recognised as a liability only when it has been approved by the shareholders in a Shareholders' Meeting.

Segments

Ferd reports segments in line with IFRS 8. Ferd is an investment company, and management makes decisions, is following up and evaluates the decisions based on the development in value and fair value of the Company's investment. Ferd distinguishes between business areas based on investment type/mandate, capital allocation, resource allocation and risk assessment.

Cash flow statement

The cash flow statement has been prepared using the indirect method, implying that the basis used is the Group’s profit before tax to present cash flows generated by operating activities, investing activities and financing activities, respectively.

Related parties

Parties are considered to be related when one of the parties has the control, joint control or significant influence over another party. Parties are also related if they are subject to a third party’s joint control, or one party can be subject to significant influence and the other joint control. A person or member of a person’s family is related when he or she has control, joint control or significant influence over the business. Companies controlled by or being under joint control by key executives are also considered to be related parties. All related party transactions are completed in accordance with written agreements and established principles.

New accounting standards according to IFRS

The financial statements have been prepared in accordance with standards issued by the International Accounting Standards Board (IASB) and International Financial Reporting Standards - Interpretations Committee (IFRIC), effective for accounting years starting on 1 January 2016 or earlier.

New and amended standards implemented by Ferd effective from the accounting year 2016

Ferd has not implemented any new standards in 2016.

New and amended standards not yet implemented by Ferd

IFRS 9 Financial instruments

IFRS 9 will replace the current IAS 39. The project is divided in several phases. The first phase concerns classification and measurement. The classification and measurement requirements for financial liabilities in IAS 39 are on the whole continued. The use of amortised cost and fair value is continued as a basis for measurement. Concretely defined instruments must be measured at amortised cost or at fair value with value changes over other comprehensive income. All other instrument shall be measured at fair value with value changes over profit and loss.

Phase 2 concerns impairment of financial instruments, and the changes include a twist from making provisions for incurred losses to expected losses. Consequently, the new standard does not require a concrete loss event for making a provision for a credit loss. Provisions shall be made for estimated losses, and changes in these estimates shall also be recognised in the income statement on a current basis. The changes will have particular consequences for banks and lending businesses, but also for Ferd, as the Group has significant receivables from the sale of goods and services that are partly expected to be affected.

Phase 3 concerns hedge accounting, and the rules in IFRS 9 are considerably more flexible than in IAS 39. Several types of instruments qualify as hedging instruments, more types of risk can be hedged, and even more importantly, the strong effectiveness requirements in IAS 39 have been modified. Instead of testing the effectiveness, IFRS 9 introduces a principle of a qualitative financial connection between a hedging instrument, the hedged object and risk. On the other hand, several new note requirements related to the enterprise's hedging strategy have been added.

The implementation date for IFRS 9 is determined to accounting years starting on 1 January 2018. Ferd will implement the standard when it becomes mandatory and is not expecting any signficant effects from the implementation of the standard.

The main principle of IFRS 15 is that the recognition of income shall be made in such a manner that it correctly demonstrates how the compensation for deliveries of goods and services is recognised by the enterprise. IFRS 15 introduces a 5 step model for revenue recognition, whereby customer contracts shall be identified and decomposed in separate delivery terms to be priced and recognised separately.

The standard is effective for accounting years starting on 1 January 2018, and Ferd will implement IFRS 15 when it beomes mandatory.

IFRS 16 Leases

IFRS 16 replaces the existing IFRS for leases, IAS 17 Leases. IFRS 16 states the principles for the recognition, measurement, presentation and disclosure for both parties in a lease agreement, i.e., the customer (lessee) and supplier (lessor). The new standard requires that the lessee recognises assets and liabilities for most lease agreements, which is a significant change from today's principles. For the lessor, IFRS 16 principally carries the existing principles in IAS 17 forward, i.e., lessors shall continue to classify leases as operating or finance lease agreements and account for them differently.

The new standard is effective for the accounting year starting on 1 January 2019, and Ferd will apply IFRS 16 when it becomes mandatory.As a consequence of implementing the standard, the present value of operating lease commitments shall be recognised in the balance shseet. The nominal value of operating lease commitments is NOK 2.5 billion as at 31 December 2016, cf. note 30.

NOTE 2

ACCOUNTING ESTIMATES AND JUDGEMENTAL CONSIDERATIONS

Management has used estimates and assumptions in the preparation of the consolidated financial statements. This applies for assets, liabilities, expenses and disclosures. The underlying estimates and assumptions for valuations are based on historical experience and other factors considered to be relevant for the estimate on the balance sheet date. Estimates can differ from actual results. Changes in accounting estimates are recognised in the period they arise. The main balances where estimates have a significant impact on disclosed values are mentioned below. The methods for estimating fair value on financial assets are also described below.

In Ferd's opinion, the estimates of fair value reflect reasonable estimates and assumptions for all significant factors expected to be emphasised by the parties in an independent transaction, including those factors that have an impact on the expected cash flows, and by the degree of risk associated with them.

Determination of the fair value of financial assets

A large part of the Ferd Group's balance sheet comprises financial assets at fair value. The fair value assessment of financial assets will to varying degrees be influenced by estimates and assumptions related to factors like future cash flows, the required rate of return and interest rate level. The most significant uncertainty concerns the determination of fair value of the unlisted financial assets.

Listed shares and bonds

The fair value of financial assets traded in active and liquid markets is determined at noted market prices on the balance sheet date (the official closing price of the market). Accordingly, the determination of the value implies limited estimation uncertainty.

Unlisted shares and bonds

The class “Unlisted shares and bonds” comprises private shares and investments in private equity funds. The fair value is determined by applying well-known valuation models. The use of these models requires input of data that partly constitutes listed market prices and partly estimates on the future development, as well as assessments of a number of factors existing on the balance sheet date.

Hedge funds

The hedge funds are managed by external parties providing Ferd with monthly, quarterly or half-yearly estimates of the fair value. The estimates are verified by independent administrators. In addition, the total return from the funds is assessed for reasonableness against benchmark indices.

Investments in interest-bearing debt

The fair value of investments in interest-bearing debt is determined on the basis of quoted prices. If such prices are not available, the investment is valued in accordance with price models based on the current yield curve and external credit ratings.

Derivatives

The fair value of derivatives is based on quoted market prices. If such prices are not available, the investment is valued in accordance with the current yield curve and other relevant factors.

Determination of the fair value of investment properties

The Ferd Group has several investment properties recognised at fair value. The fair value is based on the discounted value of future cash flows, and the estimate will be impacted by expected future cash flows and the required rate of return. The main principles for determining the cash flows and required rates of return are described below.

Future cash flows are based on the following factors:

Existing contracts

Expected future rentals

Expected vacancies

The required rate of return is based on a market-based rate of return for properties with the assumed best location (prime-yield CBD) with the addition of a risk premium for the property.

The risk premium is based on:

Location

Standard

Expected market development

Rent level compared to the rest of the market

The tenant’s financial strength

Property specific knowledge

In the event of transactions concerning comparable properties close to the balance sheet date, these values are applied as a cross-reference for the valuation.

Properties that are part of development projects are valued by applying the same method, but the uncertainty of the estimates is larger. For development projects, the value of the project is increased in line with achieved milestones.

Impairment considerations of goodwill

Goodwill is tested annually for impairment by discounting expected future cash flows of the cash-generating unit to which goodwill is allocated. If the discounted value of future cash flows is lower than the carrying value, goodwill is written down to the recoverable amount. The impairment tests are based on assumptions of future expected cash flows and estimates of the discount interest rate.

Note 13 has details on the impairment considerations for goodwill.

Depreciation and impairment of tangible and intangible assets

Tangible and intangible assets with definite lives are recognised at cost. The acquisition cost less the residual value is depreciated over the expected useful economic life. The carrying values will depend on the the Group’s estimates on useful lives and residual values. These assumptions are estimated on the basis of experience, history and judgemental considerations. The estimates are adjusted if the expectations change.

Testing for impairment is undertaken when indicators of a permanent decline in value of tangible or intangible assets are identified. These tests are based on estimates and assumptions on future cash flows and discount interest rate.

Pension funds and obligations

The calculation of pension obligations implies the use of judgement and estimates on a number of financial and demographical assumptions. Note 19 has details on the assumptions used. Changes in assumptions can result in significant changes in pension obligations and funds in the balance sheet.

Deferred tax assets

Deferred tax assets of tax losses to carry forward and other tax-reducing differences are recognised in the balance sheet to the extent that it is probable that the deferred tax assets can be utilised against future taxable income. Management is required to use significant judgement to determine the size of the deferred tax assets recognised in the balance sheet. The disclosed value shall be based on expectations of future taxable income, the points in time for utilising the deferred tax asset and future tax planning strategies.

Provision for losses on receivables

The provision for losses on receivables is estimated on the probability for not recovering the outstanding amounts due. The assessment is based on historical experience, the aging of the receivable and the counterparty’s financial situation.

NOTE 3

SEGMENT REPORTING

Ferd's segment reporting complies with IFRS 8. Ferd is an investment company, and the Company's management makes decisions, monitors and evaluates these decisions based on the development in value and fair value of the Company's investments.

Ferd has four commercial business areas:

Those companies where Ferd Capital has control, are consolidated into the group accounts, and the segment reporting in the consolidated financial statements consequently comprises the consolidated results from these companies, in addition to value changes and management costs on non-consolidated companies and other investments. The value of the investments and the value changes are included in Ferd AS' company accounts, where Ferd Capital reports MNOK 1 788 in operating profit. The value of Ferd Capital's portfolio constitutes MNOK 13 515 at 31 December 2016 and MNOK 10 616 at 31 December 2015 measured at fair value.

Ferd Capital's largest investments as of 31 December 2016 are:

- Elopak (100.0 percent stake) is one of the world's leading manufacturers of packaging systems for fluid food articles. With an organisation and cooperating partners in more than 40 countries, the company's products are sold and marketed in more than 100 countries.

- Aibel (49.4 percent stake) is a leading supplier to the international upstream oil and gas industry concentrating on the Norwegian shelf. The company is engaged in operating, maintaining and modifying offshore and land based plants, and is also supplying complete production and processing installations.

- Interwell (58.1 percent stake) is a preeminent Norwegian supplier of high-tech well tools to the international oil and gas industry. The company's most important market is the Norwegian shelf, but it has in recent years also gained access to several significant markets internationally.

- Swix Sport (100.0 percent stake) is developing, manufacturing and marketing ski wax, ski sticks, accessories and textiles for sporting and active leasure time use. The company has extensive operations in Norway and abroad.

- Mestergruppen (78.4 percent stake) is a prominent actor in the Norwegian building materials market concentrating on the professional part of the market. The company's operations include the sale of building materials and developing land and projects, housing and cottage chains.

- Servi (99.5 percent stake) develops and manufactures customer specific hydraulics systems, cylinders and vents to the offshore, maritime and land based industries.

- Fjord Line (44.6 percent stake) is a modern shipping company offering sea transport between Norway, Denmark and Sweden. In addition to passenger traffic, Fjord Line has adequate capacity for freight of all types of utility vehicles handled by the shipping company's cargo departments in Norway and Denmark.

- Petroleum Geo-Services (10.6 percent stake) supplies seismology, electro- magnetic services and reservoir analyses to oil companies engaged in offshore operations all over the world.

- Scatec Solar (12.5 percent stake) develops, builds, owns and operates solar energy plants all over the world.

- Benchmark Holdings (11.1 percent stake) contributes to improving fish health within fish farming by manufacturing special meal, roe and vaccines.

NOK 1 000

Ferd AS Group

Ferd Capital

Ferd Invest

Ferd Hedge Fund

Ferd Real Estate

Other areas

Result 2016

Sales income

14 185 117

14 184 120

-

-

-

Income from financial investments

76 357

196 203

-59 429

-8 070

-51 823

Other income

760 980

25 534

-

-

731 512

3 934

Operating income

15 022 454

14 405 857

-59 429

724 439

-47 889

Operating expenses excl. depreciation and impairment

13 402 215

13 211 083

11 302

13 833

73 609

92 388

EBITDA

1 620 239

1 194 773

-11 825

-73 262

650 830

-140 277

Depreciation and impairment

659 037

653 677

-

-

4 032

1 328

Operating profit

961 202

541 096

-11 825

-73 262

646 797

-141 605

Income on investments accounted for by the equity method

56 613

57 065

-

-

-

Result before finance items and income tax expense

1 017 815

598 162

-11 825

-73 262

646 346

-141 605

Balance sheet as at 31 December 2016

Intangible assets

3 802 321

3 802 321

-

-

-

-

Tangible assets and investment properties

4 893 835

2 086 093

-

-

2 801 037

6 706

Investments accounted for by the equity method

551 317

386 488

-

-

164 830

-

Investments classified as current assets

16 258 553

4 211 231

5 262 505

3 707 612

478 330

2 598 875

Bank deposits ¹⁾

1 628 513

1 219 606

12 031

-67 344

-83 647

547 868

Other assets

7 187 421

5 084 474

8 501

142 972

1 720 357

231 117

1) The business area's net withdrawals from the bank accounts are included here.

NOK 1 000

Ferd AS Group

Ferd Capital

Ferd Invest

Ferd Hedge Fund

Ferd Real Estate

Other areas

Result 2015

Sales income

12 912 698

12 910 948

-

-

1 750

-

Income from financial investments

1 985 920

-177 017

1 419 511

144 773

119 783

478 870

Other income

315 246

34 665

278 272

2 392

Operating income

15 213 863

12 768 596

1 419 571

144 630

399 804

481 262

Operating expenses excl. depreciation and impairment

12 132 631

11 996 794

9 181

11 503

46 843

68 310

EBITDA

3 081 232

771 802

1 410 390

133 127

352 961

412 952

Depreciation and impairment

773 269

770 004

-

2 153

1 045

Operating profit

2 307 964

1 798

1 410 390

133 060

350 809

411 907

Income on investments accounted for by the equity method

34 548

37 442

-

-

-2 894

-

Result before finance items and income tax expense

2 342 512

39 240

1 410 390

133 060

347 915

411 907

Balance sheet at 31 December 2015

Intangible assets

3 153 719

3 153 719

-

-

-

-

Tangible assets and investment properties

4 411 259

2 057 210

-

-

2 346 947

7 102

Investments accounted for by the equity method

494 635

338 967

-

-

155 668

-

Investments classified as current assets

15 652 095

2 031 641

6 218 513

3 887 561

460 530

3 053 850

Bank deposits ¹⁾

1 852 737

1 175 613

53 061

41 352

173 494

409 217

Other assets

6 674 347

5 963 617

27 259

19 946

326 031

337 495

1) The business area's net withdrawals from the bank accounts are included here.

NOTE 4

INCOME FROM FINANCIAL INVESTMENTS

Income from financial investments by the various asset classes:

NOK 1 000

Listed shares and bonds

48 180

1 283 119

Unlisted shares and bonds

96 172

-184 635

Hedge funds

-75 411

887 436

Fixed income investments

7 416

-

NOTE 5

FINANCIAL INSTRUMENTS AND THE USE OF FAIR VALUE

Ferd applies the valuation method that is considered to be the most representative estimate of an assumed sales value. Such a sale shall be carried out in an orderly transaction at the balance sheet date. As a consequence, all assets for which there is observable market information, or where a transaction recently has been carried out, these prices are applied (the market method). When a price for an identical asset is not observable, the fair value is calculated by another valuation method. In the valuatons, Ferd applies relevant and observable data to the largest possible extent.

For all investments where the value is determined by another method than the market method, analyses of changes in value from period to period are carried out. Thorough analyses on several levels are made, both overall within the business area, by Ferd's group management and finally by Ferd's Board. Sensitivity analyses for the most central and critical input data in the valuation model are prepared, and in some instances recalculations of the valuation are made by using alternative valuation methods in order to confirm the calculated value.

Ferd is consistent in the application of valuation method and normally does not change the valuation principles. A change of principles will deteriorate the reliability of the reporting and weaken the comparability between periods. The principle for the valuation and use of method is determined for the investment before it is carried out, and is changed only exceptionally and if the change results in a measurement that under the circumstances is more representative for the fair value.

Investments in unlisted shares managed in-house are normally valued on the basis of an earnings multiple. In calculating the value (Enterprise Value - EV), ratios like EV/EBITDA, EV/EBITA , EV/EBIT and EV / EBITDA-CAPEX are applied.. Ferd obtains relevant mutiples for comparable companies. The multiples for the portfolio companies are adjusted if the assumptions are not the same as for peer groups. Such assumptions can include a control premium, a liquidity discount, growth assumptions, margins or similar. The company's result applied in the valuation is normalised for one-off ffects. Finally, the equity value is calculated by deducting net interest-bearing debt. In the event that an independent transaction has taken place in the security, this is normally used as a basis for our valuation

The valuation of investments in externally managed private equity and hedge funds is based on value reports received from the funds (NAV).

Rental properties are valued by discounting future expected cash flows. The value of properties being part of building projects is valued at an assumed sales value on a continuous basis. There is often a shift in value at achieved milestones. Our calculated values are regularly compared to independent valuations.

The table below is an overview of carrying and fair value of the Group's assets and liabilities and how they are valued in the financial statements. It is the starting point for additional information on the Company's financial risk and refers to notes to follow.

Investments at fair value over profit and loss

Investments at fair value over other comprehensive income

Financial instruments measured at amortised cost

NOK 1 000

Loans and receivables

Financial liability

Other valuation methods

TOTAL

Non-current assets

Intangible assets

-

-

-

-

3 802 321

3 802 321

Deferred tax assets

-

-

-

-

251 594

251 594

Tangible assets

-

-

-

-

2 193 335

2 193 335

Investments accoundted for by the equity method

Tangible assets

-

-

-

-

551 317

551 317

Investment property

2 700 500

-

-

-

-

2 700 500

Pension funds

-

-

-

-

4 415

4 415

Other financial non-current assets

-

-

243 328

-

-

243 328

Total 2016

2 700 500

-

243 328

-

6 802 983

9 746 811

Total 2015

2 235 900

-

137 883

-

6 192 742

8 566 525

Current assets

Inventories

-

-

-

-

3 219 085

3 219 085

Short-term receivables

31 051

29 103

2 491 344

-

-

2 551 499

Listed shares and bonds

7 411 217

-

-

-

-

7 411 217

Unlisted shares and bonds

3 978 545

-

-

-

-

3 978 545

Hedge funds

4 868 791

-

-

-

-

4 868 791

Investments in interest-bearing debt

-

-

-

-

-

-

Bank deposits

-

-

1 628 513

-

-

1 628 513

Total 2016

16 289 605

29 103

4 119 857

-

3 219 085

23 657 651

Total 2015

15 652 095

61 075

4 228 300

-

2 635 545

22 577 015

Non-current liabilities

Pension obligation

-

-

-

-

176 129

176 129

Deferred tax

-

-

-

-

938 759

938 759

Long-term interest-bearing debt

-

-

-

3 681 337

-

3 681 337

Other long-term debt

-

-

-

212 749

-

212 749

Total 2015

-

-

-

3 894 086

1 114 888

5 008 974

Total 2014

-

-

-

4 183 034

1 019 652

5 202 686

Current liabilities

Short-term interest-bearing debt

-

-

-

1 154 914

-

1 154 914

Tax payable

-

-

-

-

197 079

197 079

Other short-term debt

6 571

14 375

-

3 276 583

-

3 297 529

Total 2015

6 571

14 375

-

4 431 497

197 079

4 649 522

Total 2014

196 537

-

-

3 494 377

143 752

3 834 666

Fair value herarchy - financial assets and liabilities

Ferd classifies assets and liabilities measured at fair value in the balance sheet by a hierarchy based on the underlying object for the valuation. The hierarchy has the following levels:

Level 1: Valuation based on quoted prices in active markets for identical assets without adjustments. An active market is characterised by the fact that the security is traded with adequate frequency and volume in the market. The price information shall be continuously updated and represent expected sales proceeds. Only listed shares are considered to be level 1 investments.

 

Level 2: Level 2 comprises investments where there are quoted prices , but the markets do not meet the requirements for being characterised as active. Also included are investments where the valuation can be fully derived from the value of other quoted prices, including the value of underlying securities, interest rate level, exchange rate etc. In addition, financial derivatives like interest rate swaps and currency futures are considered to be level 2 investments. Ferd's hedge fund portfolio is considered to meet the requirements of level 2. These funds comprise composite portfolios of shares, interest securities, raw materials and other negotiable derivatives. For such funds the value (NAV) is reported on a continuous basis, and the reported NAV is applied on transactions in the fund.

 

Level 3: All Ferd's other securities are valued on level 3. This concerns investments where all or parts of the information about value cannot be observed in the market. Ferd is also applying valuation models for investments where the share has little or no trading. Securities valued on the basis of quoted prices or reported value (NAV), but where significant adjustments are required, are assessed on level 3. For Ferd this concerns all private equity investments and funds investments made in the second-hand market, where reported NAV has to be adjusted for discounts. A reconciliation of the movements of assets on level 3 is shown in a separate table.

 

Ferd allocates each investment to its respective level in the hiearchy at the acquisition. Transfers from one level to another are made only exceptionally and only if there have been changes of significance for the level classification concerning the financial asset. This can be the case when an unlisted share has been listed or correspondingly. A transfer between levels will then take place when the change has been known to Ferd.

 

The table shows at what level in the valuation hierarchy the different measurement methods for the Group's financial instruments at fair value is considered to be:

NOK 1 000

Level 1

Level 2

Level 3

Total 2016

Assets

Investment property

-

-

2 700 500

2 700 500

Short-term receivables

-

60 155

-

60 155

Listed shares and bonds

7 411 217

-

-

7 411 217

Unlisted shares and bonds

-

-

3 978 545

3 978 545

Hedge funds

-

3 707 612

1 161 178

4 868 791

Investments in interest-bearing debt

-

-

-

-

Liabilities

Other short-term debt

-

20 946

-

20 946

Total 2016

7 411 217

3 746 821

7 840 224

18 998 262

NOK 1 000

Level 1

Level 2

Level 3

Total 2015

Assets

Investment property

-

-

2 235 900

2 235 900

Short-term receivables

-

61 075

-

61 075

Listed shares and bonds

7 283 017

-

-

7 283 017

Unlisted shares and bonds

-

-

3 071 612

3 071 612

Hedge funds

-

3 887 561

1 315 420

5 202 981

Investments in interest-bearing debt

-

94 484

-

94 484

Liabilities

Other short-term debt

-

92 407

104 129

196 536

Total 2015

7 283 017

3 950 713

6 518 803

17 752 534

Reconciliation of movements in assets on level 3

NOK 1 000

Op.bal.1 Jan. 2016

Purchases/share issues

Sales and proceeds from investments*

Reclassified to assets held for sale

Unrealised gain and loss, recognised in the result

Gain and loss recognised in the result

Closing bal. on 31 Dec. 2016

Investment property

2 235 900

1 070 695

-273 192

-917 500

584 597

-

2 700 500

Unlisted shares and bonds

3 071 613

1 352 888

-299 135

-

-173 167

26 346

3 978 545

Hedge funds

1 315 420

179 113

-384 131

-

-59 248

110 224

1 161 378

Total 2016

6 622 933

2 602 696

-956 458

-917 500

352 182

136 570

7 840 423

NOK 1 000

Op.bal.1 Jan. 2015

Purchases/share issues

Sales and proceeds from investments*

Unrealised gain and loss, recognised in the result

Gain and loss recognised in the result

Closing bal. on 31 Dec. 2015

Investment property

2 386 449

215 561

-556 228

-

190 117

-

2 235 900

Unlisted shares and bonds

3 086 854

634 328

-529 564

-

-164 691

44 687

3 071 613

Hedge funds

1 782 313

199 069

-730 396

-

-442 772

507 206

1 315 420

Total 2015

7 255 616

1 048 958

-1 816 188

-

-417 346

551 893

6 622 933

The table below gives an overview over the most central assumptions used when measuring the fair value of Ferd's investments, allocated to level 3 in the hierarchy. We also show how sensitive the value of the investments is for changes in the assumptions.

NOK 1 000

Investment property ¹⁾

2 700 500

-

-

-

7 % - 13 %

2 355 400

3 093 069

Unlisted shares and bonds sensitive for multiple ²⁾

1 014 000

10.6 - 13.0

745 000

1 284 000

-

-

-

Other unlisted shares and bonds sensitive for multiple ²⁾

2 964 545

-

-

-

-

-

-

NOK 1 000

Hedge fund ³⁾

1 161 178

20 % - 88 %

1 096 907

1 222 271

1) Appr. 69 % of Ferd Eiendom AS' portfolio constitutes rental property and development projects sensitive for changes in the discount interest rate.

2) Appr. 25 % of the value of unlisted shares and bonds are sensitive for a change in multiple. The other investments are valued on the basis of reported NAV whereby Ferd cannot calculate the sensitivity, even though multiples probably have been applied in determining NAV.

3) Appr. 50 % of thehedge funds on level 3 are sensitive for a change in discount.

NOTE 6

RISIK MANAGEMENT - INVESTING ACTIVITIES

There have been no signifcant changes related to the Company's risk management in the period.

IMPAIRMENT RISK AND CAPITAL ALLOCATION

Ferd's allocation of capital shall be in line with the owner's risk tolerance. One measure of this risk tolerance is the size of the decline in value in kroner or percent that the owner accepts if any of the markets Ferd is exposed to should experience very heavy and quick downfalls. The impairment risk regulates how large part of equity that can be invested in assets with high risk for impairment. This is measured and followed up by stress tests. The loss risk is assessed as a possible total impairment expressed in kroner og as a percentage of equity. Due to Ferd's long-term approach, the owner can accept significant fluctuations in value-adjusted equity.

CATEGORIES OF FINANCIAL RISK

Liquidity risk

Ferd strongly emphasises liquidity and assumes that the return from financial investments shall contribute to cover current interest costs. Hence, it is important that Ferd's balance sheet is liquid, and that the possibility to realise assets corresponds well with the term of the debt. Ferd has determined that under normal market conditions, at least 4 billion kroner of the financial investments shall comprise assets that can be realised within a quarter of a year. This is primarily managed by investments in listed shares and hedge funds. Note 24 in the parent company's accounts has more information about Ferd's loan facilities, including an overview of due dates of the debt.

Foreign currency risk

Ferd is well aware of foreign currency risks. We assume that Ferd always will have a certain part of equity invested in euro, USD and Swedish kroner, and is therefore normally not hedging the currency exposure to Norwegian kroner.

Ferd has the following outstanding currency derivatives on the parent company level as at 31 December 2016:

 

Disposals of currency

NOK 1 000

 

Currency

Amount

 

USD

-400 000

 

EUR

-200 000

SENSITIVITY ANALYSIS, IMPAIRMENT RISK IN INVESTMENT ACTIVITIES

The stress test is based on a classification of Ferd's equity in different asset classes, exposed for impairment as follows:

 

- The Norwegian stock market declines by 30 percent

- International stock markets decline by 20 percent

- Property declines by 10 percent

- The Norwegian krone appreciates by 10 percent

In order to refine the calculations, it is considered whether Ferd's investments will decline more or less than the market. As an example, it is assumed that the unlisted investments in a stress test scenario have an impairment loss of 1.0-1.3 times the Norwegian market.

NOK 1 000

Price risk: Norwegian shares decline by 30 percent

-4 600 000

-4 100 000

Price risk: International shares decline by 20 percent

-2 100 000

-1 700 000

Price risk: Property declines by 10 percent

-400 000

-300 000

Currency risk: The Norwegian krone appreciates 10 percent

-1 400 000

-1 200 000

Total impairment in value-adjusted equity

-8 500 000

-7 300 000

Impairment as a percentage of value-adjusted equity

NOTE 7

SHARES AND STAKES IN OTHER COMPANIES WITH

OWNERSHIPS IN EXCESS OF 10%

Business office

Stake

Subsidiaries

Elopak AS with subsidiaries

Røyken

100.0%

FC Well Invest AS with subsidiaries (Interwell)

Bærum

100.0%

FC-Invest AS with subsidiaries

Bærum

100.0%

Ferd Aibel Holding AS

Bærum

100.0%

1912 Top Holding AS with subsidiaries (Servi Gruppen)

Bærum

100.0%

Ferd Eiendom AS with subsidiaries

Bærum

100.0%

Ferd Malta Holdings Ltd

Malta

100.0%

Ferd MG Holding AS with subsidiaries (Mestergruppen)

Bærum

100.0%

Ferd Sosiale Entrepenører AS

Bærum

100.0%

Norse Crown Company Ltd. AS

Bærum

100.0%

Swix Sport AS with subsidiaries

Oslo

100.0%

Joint ventures

Aibel Holding I AS with subsidiaries (Aibel)

Stavanger

50.0%

Frogn Næringspark AS

Trondheim

50.0%

Sanderveien 18 AS

Ski

50.0%

Impresora del Yaque

Santiago De Los Caballeros,

Dominikanske Rep.

51.0%

Associated companies

Al-Obeikan Elopak factory for Packaging Co

Riyadh, Saudi-Arabia

49.0%

Lala Elopak S.A. de C.V.

Gómez Palacio, Mexico

49.0%

Tiedemannsbyen DA

Oslo

50.0%

Lofoten Tomteselskap AS

Bodø

35.0%

Hafrsby AS

Stavanger

14.5%

Hunstad Sør Tomteselskap AS

Bodø

31.6%

Tastarustå Byutvikling AS

Stavanger

33.3%

Madla Byutvikling AS

Stavanger

33.3%

Boreal GmbH

Tyskland

20.0%

Siriskjær AS

Stavanger

50.0%

Solheim Byutviklingselskap AS

Stavanger

33.3%

Sporafjell Utviklingsselskap AS

Stavanger

50.0%

Kråkeland Hytteservice AS

Sirdal

33.5%

Non-current shares with ownership >10%

Herkules Capital I AS

40.0%

Current shares with ownership >10%

BC SPV I AS

75.8%

Broodstock Capital Partners AS

40.%

Credo Invest nr 9 AS

50.3%

Credo Invest nr 10 AS

91.3%

Ellertsdal Bostäder Holding AB

61.8%

Energy Ventures II AS

26.0%

Energy Ventures II KS

22.1%

Energy Ventures III AS

25.0%

Energy Ventures III GP LP

25.0%

Energy Ventures III LP

18.7%

Fjord Line AS

44.6%

Harbert European Real Estate Fund II

25.9%

Harbert European Real Estate Fund III

9.8%

Herkules Private Equity Fund II (GP-I) Ltd

40.0%

Herkules Private Equity Fund II (GP-II) Ltd

40.0%

Herkules Private Equity Fund II (LP-I) Limited

74.5%

Herkules Private Equity Fund III (LP-I) Limited

25.1%

Intera Fund I

12.0%

Nordic Microfinance Initiative AS

14.2%

Norwegian Microfinance Initiative AS

12.5%

NMI Frontier

12.5%

NMI Fund III

21.6%

NMI Global

12.5%

Petroleum Geo-Services ASA

10.6%

Scatec Solar ASA

12.5%

SPG Bostad Sverige AB

58.5%

SPG Bostad Örebro AB

17.2%

SPG Bostad Kronetorp AB

37.7%

SPV Herkules II LP

81.5%

NOTE 8

INVESTMENT PROPERTY

Investment property

NOK 1 000

Balance at 1 January

2 235 960

2 386 449

Acquisitions

499 020

75 126

Acquisitions through improvements

571 615

140 436

Disposals

-10 592

-556 228

Reclassifications

-1 180 100

-

Net change in value of investment property

584 597

190 117

Carrying amount at 31 December

2 700 500

2 235 900

Income from investment property

NOK 1 000

Rental income from properties

143 512

85 858

Costs directly attributable to properties

-37 960

-12 545

Net change in value of investment property

584 597

190 117

Total

690 150

263 430

Calculation of fair value of investment property

The investment properties are measured at fair value. Fair value is the amount for which an asset can be traded in a transaction between well-informed, voluntary parties. Market prices are considered when determining the market rent and required rate of return.

All of the Group's investment properties are measured yearly based on cash flow models. Future cash flows are calculated for signed contracts, as well as future cash flows based on expected market prices. No external valuations have been obtained. Note 2 gives a detailed description of the parameters used to calculate the fair value.

NOTE 9

INCOME TAXES

Specification of income tax expenses

NOK 1 000

Tax payable of net profit

Income tax payable for the year

198 432

269 023

Adjustments of prior periods

9 953

25 556

Total tax payable

208 385

294 579

Deferred tax expense

Change in deferred tax recognised in the income statement

41 440

106 459

Effects of changes in tax rates and prior years' taxes

-38 929

-82 748

Total deferred tax

2 511

23 711

Income tax expense

210 897

318 290

Tax payable in the balance sheet

NOK 1 000

Tax payable of the year

198 432

269 023

Tax liability from prior years

35 799

132 078

Advance tax paid

-35 083

-246 745

Translation differences

-2 070

-10 604

Tax payable

197 079

143 752

Reconciliation of nominal to effective tax rate

NOK 1 000

Profit before tax

998 497

1 627 409

Estimated income tax expense at nominal tax rate (25%)

249 628

439 400

Losses and other deductions without any net tax effect

-3 973

17 754

Non-taxable net income (-) / costs (+) from securities

-65 594

-285 351

Other non-taxable income

-8 768

Impairment of goodwill

3 899

54 000

Adjustments of prior periods

-30 087

-57 192

Tax effect of other permanent differences

57 095

158 446

Income tax expense

210 897

318 290

Effective tax rate

Tax recognised directly in equity

NOK 1 000

Actuarial loss on pension obligations (note 19)

-3 402

Cash flow hedges (note 28)

3 270

-21 497

Total tax recognised in total comprehensive income

-20 509

Deferred tax asset and deferred tax liability

NOK 1 000

Inventories

-50 888

10 971

Receivables

17 763

7 202

Stocks and bonds

-245 597

-400 934

Other differences

53 753

34 925

Tangible assets

-45 793

-2 446

Investment properties

-274 349

-177 712

Intangible assets

-146 431

-151 087

Net pensions

48 615

49 554

Tax losses to carry forward

304 360

329 854

Total

-338 568

-299 674

Reassment of deferred tax assets

-348 597

-289 722

Net carrying value at 31 December of deferred tax assets (+)/liabilities (-)

-687 165

-589 396

Deferred tax assets recognised in balance sheet

251 594

257 916

Deferred tax liabilities recognised in balance sheet

-938 759

-847 312

Net carrying value at 31 December of deferred tax assets (+)/liabilities (-)

-687 165

-589 396

Deferred tax assets are reviewed on each balance sheet date, and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow for the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the liability shall be settled or the asset be realised, based on tax rates and legislation prevailing at the balance sheet date.

Gross tax losses to carry forward with expiration years

NOK 1 000

-

-

After 2018

240 166

Without expiration

826 967

Total tax losses to carry forward

1 067 139

Change in net deferred tax in balance sheet

NOK 1 000

Net carrying value at 1 January

-589 396

-598 146

Translation differences

-3 996

49 720

Acquisition and disposal of subsidiary

-39 927

3 251

Recognised in income statement during the period

-53 714

-23 711

Tax recognised in other comprehensive income

-20 509

Net carrying value at 31 December

-687 165

-589 396

Ferd made a settlement with the authorities on 8 April 2016 and won the case in the question of deductability for carried interest for the income year 2013. As previous years were not part of the settlement, the deductions for the years before 2013 are not finally clarified, and we cannot recognise deferred tax assets related to these years in the balance sheet.

NOTE 10

GEOGRAPHICAL ALLOCATION OF REVENUE

NOK 1 000

Norway

5 312 862

4 765 154

Germany

1 589 037

1 403 585

Sweden

728 992

602 699

USA

1 046 117

832 234

Netherlands

543 041

532 035

Russia

715 758

557 618

Canada

467 802

466 838

Denmark

508 788

492 537

Great Britain

405 974

358 469

Spain

323 281

331 123

Austria

272 196

302 658

Finland

278 043

234 245

France

205 485

183 615

Rest of the world

1 787 740

1 849 887

Total revenue

14 185 117

12 912 699

Sales revenues are allocated on the basis of where the customers live.

NOTE 11

SALARIES

NOK 1 000

Salaries

 

 

Social security tax

 

 

Pension costs

 

 

Other benefits

 

 

Total

 

 

Average number of man-labour years

 

 

Salary and remuneration to Group management

NOK 1 000

Salary

Bonus

Benefits in kind

Pension

Salary

Bonus

Benefits in kind

Pension

Group CEO, John Giverholt

3 553

1 627

1 595

3 416

1 115

Other members of Group management

4 930

3 040

1 010

4 709

1 642

Total

8 483

4 667

2 604

8 125

2 075

1 927

The Group CEO's bonus scheme is limited to MNOK 6.0. Bonus is based on the results achieved in the Group.

The Group CEO participates in Ferd's collective pension schemes for salaries below 12 G. This is a contribution scheme (cf. also note 19). The Group CEO also has a benefit scheme for a pension basis higher than 12 G, but with an upper limit of appr. MNOK 2.4, together with an early retirement pension scheme giving him the opportunity to retire at 65 years.

The Group CEO is entitled to 9 months' severance pay if he has to resign from his position.

Fees to the Board

No specific fees have been paid for board positions in Ferd AS.

NOTE 12

INTANGIBLE ASSETS

NOK 1 000

Goodwill (note 13)

2 329 817

1 941 079

Other intangible assets

1 472 504

1 212 640

Carrying amount at 31 December

3 802 321

3 153 719

NOK 1 000

Software

Brands

Patents and rights

Capitalised development costs

Customer relations

Total

Cost at 1 January

386 037

85 888

690 434

415 075

721 385

2 298 819

Ordinary additions

117 104

221 525

2 283

46 727

86 000

473 639

Disposals

-3 707

-

-

-

-4 421

Exchange differences

-18 748

-14 047

-15 161

-

-47 956

Cost at 31 December

480 686

307 414

677 956

446 640

807 385

2 720 081

Acc. Amortisation and impairment at 1 January

317 258

-

416 803

73 074

279 043

1 086 179

Current year depreciation charge

16 324

-

48 957

37 976

72 138

175 395

Current year amortisation charge

-

-

21 844

-

21 965

Disposals

-3 553

-

-

-

-3 662

Exchange differences

-16 298

-

-13 986

-2 017

-

-32 301

Accumulated amortisation at 31 December

313 853

-

451 666

130 877

351 181

1 247 576

Accumulated impairment at 31 December

3 707

-

1 000

21 844

-

26 551

Carrying amount at 31 December

166 833

307 414

226 291

315 763

456 203

1 472 504

Economic life

3-5 years

> 20 years to indefinite

3-10 years

10 years

10-15 years

Amortisation method

Straight-line

Straight-line

Straight-line

Straight-line

Straight-line

NOK 1 000

Software

Brands

Patents and rights

Capitalised development costs

Customer relations

Total

Cost at 1 January

355 620

165 688

694 894

309 593

856 185

2 381 980

Ordinary additions

50 264

7 524

100 340

-

158 728

Disposals

-1 719

-

-

-9 430

-

-11 149

Transfers between asset groups

-

-

-3 120

3 120

-

-

Reclassified to asset held for sale

-41 496

-80 400

-21 479

-

-134 800

-278 175

Exchange differences

23 368

12 615

13 685

-

49 668

Cost at 31 December

386 038

85 888

690 434

417 309

721 385

2 301 053

Acc. Amortisation and impairment at 1 January

305 016

14 740

364 603

43 642

253 264

981 265

Current year amortisation charge

24 542

4 020

49 654

33 312

84 783

196 311

Disposals

-1 239

-

-

-3 764

-

-5 003

Reclassified to asset held for sale

-33 532

-18 760

-14 097

-

-59 003

-125 392

Exchange differences

22 472

-

16 642

2 118

-

41 232

Accumulated amortisation at 31 December

317 260

-

416 802

75 307

279 044

1 088 413

Accumulated impairment at 31 December

3 918

-

1 000

-

-

4 918

Carrying amount at 31 December

68 778

85 888

273 632

342 001

442 341

1 212 640

Economic life

3-5 years

> 20 years to indefinite

3-10 years

10 years

10-15 years

Amortisation method

Straight-line

Straight-line

Straight-line

Straight-line

Straight-line

Research and development

Costs expensed to research and development in fiscal year 2016 totalled MNOK 36. The corresponding cost for 2015 was MNOK 97.

NOTE 13

GOODWILL AND INFORMATION ON BUSINESS COMBINATIONS

Pursuant to IFRS 3 Business combinations, the net assets of acquired companies have been assessed at fair value at the acquisition date. The remaining part of the consideration after allocating the consideration to identifiable assets and liabilities, is recognised as goodwill. The tables below show the values and movements in the the various goodwill items in the Group.

NOK 1 000

Servi

Elopak Europa

Byggtorget

and Nordek

Other

Total

Cost at 1 January

1 212 016

388 289

579 464

-

20 916

2 200 685

Additions

-

1 600

-

426 832

-

428 432

Disposals

-

-

-

-

-

-

Exchange differences

-

-

-38 021

-

-38 258

Cost at 31 December

1 212 016

389 889

541 444

426 832

20 679

2 590 860

Accumulated impairment at 1 January

-

200 000

59 606

-

-

259 606

Write-downs

3 899

-

-

-

4 619

Disposals

-

-

-

-

-

-

Exchange differences

-

-

-3 062

-

-3 181

Accumulated impairment at 31 December

3 899

200 720

56 544

-

261 043

Carrying amount at 31 December

1 208 117

189 169

484 899

426 832

20 798

2 329 816

Changes in 2016

Mestergruppen purchased 100% of Byggtorget with accounting effect from 24 May 2016 and 100% of Nordek with accounting effect from 21 November 2016. In connection to that, goodwill of MNOK 56 for Byggtorget and MNOK 370 for Nordek, respectively, was recognised. Mestergruppen is expecting a considerable synergy potential from these acquisitions, and they have strengthened Mesterguppen’s position in the market by gaining access to additional competence and achieving a stronger brand related to the chain stores XL-Bygg, Blink-Hus and Byggtorget.

Nordek’s and Byggtorget’s impact on Ferd’s consolidated financial statements amounted to a total of MNOK 545 in income and MNOK 14 in EBITDA in 2016.

NOK 1 000

Interwell

Servi

Elopak Europa

Seco Invest

(Tele-Computing)

Other

Total

Cost at 1 January

1 212 016

386 289

541 404

612 607

20 905

2 773 221

Additions

-

2 000

-

6 327

-

8 327

Disposals

-

-

-

-

-

-

Reclassified to assets held

for sale

-

-

-

-618 934

-

-618 934

Exchange differences

-

-

38 060

-

38 071

Cost at 31 December

1 212 016

388 289

579 464

-

20 916

2 200 685

Accumulated impairment at 1 January

-

-

55 971

-

-

55 971

Write-downs

-

200 000

-

-

-

200 000

Disposals

-

-

-

-

-

-

Exchange differences

-

-

3 635

-

-

3 635

Accumulated impairment at 31 December

-

200 000

59 606

-

-

259 606

Carrying amount at 31 December

1 212 016

188 289

519 858

-

20 916

1 941 079

Changes in 2015

There were no significant additions of goodwill in 2015. Goodwill related to TeleComputing has been reclassified to assets held for sale as a consequence of the coming sale of the business.

Ferd has decided to write down goodwill related to Servi by MNOK 200, recognised as depreciation and write-down in other comprehensive income. The reason for the write-down is the negative development in the oil price and the resulting market challenges for Servi.

Impairment testing for goodwill

Goodwill is allocated to the Group's cash generating units, and is tested for impairment annually or more frequently if there are indications of impairment. Testing for impairment implies determining the recoverable amount of the cash generating unit. The recoverable amount is determined by discounting future expected cash flows, based on the cash generating unit's business plans. The discount rate applied to the future cash flows is based on the Group's weighted average cost of capital (WACC), adjusted to the market's appreciation of the risk factors for each cash generating unit. Growth rates are used to project cash flows beyond the periods covered by the business plans.

The goodwill items specified above relate to Ferd Capital's investments in the group companies Elopak, Interwell, Mestergruppen and Servi, in addition to some minor goodwill items.

Goodwill concerning Elopak is allocated to the cash generating unit Europa, which consists of Elopak's European markets, including the in-house production and supply organisation. This goodwill has a carrying value of MNOK 485 at 31 December 2016. The rationale for determining Europe as one cash-generating unit is the dynamics of this market. The trend is that customers are merging, and have easy access to the supplies all over Europe. Elopak adapts to its customers by distributing the production of cartons for the various markets according to the optimal production efficiency in Europe. The historical geographical criteria for production and demands from customers are no longer as important. As a consequence of this development, the split of margins along Elopak's value chain will be subject to change from one year to another. Hence, one European business unit will be the best indicator for assessing any impairment of goodwill.

Goodwill identified at the acquisition of Servi is allocated to Servi in total as the cash generating unit. This is a consequence of Servi's co-ordinated and well integrated activities. The carrying value at 31 December 2016 is MNOK 188 following an impairment of MNOK 200.

The acquisition of Interwell in 2014 resulted in a recognition of goodwill of MNOK 345 for Ferd. This goodwill is allocated to the whole of Interwell as one joint cash-generating unit, which is the level on which Ferd is following up Interwell. In the Interwell group, however, there are an additional MNOK 863 in goodwill from acquisitions carried out by Interwell. This goodwill is allocated to two separate cash-generating units, Interwell Norge and Interwell Technology, as these business areas generate ingoing cash-flows separately.

In connection with the acquisitions in 2016, goodwill on two cash-generating units was recognised: MNOK 56 concerning Byggtorget and MNOK 370 concerning Nordek

The recoverable amount for the cash generating unit is calculated on the basis of the present value of expected cash flows. The cash flows are based on assumptions about future sales volumes, selling prices and direct costs. The background for these assumptions is historical experience from the market, adopted budgets and the Group's expectations of market changes. Having carried out impairment testing, the Group does not expect significant changes in current trade. This implies that expected future cash flows mainly are a continuation of observed trends.

Determined cash flows are discounted at a discount interest rate. The rate applied and other assumptions are shown below.

For all the cash-generating units, the calculated recoverable amounts in the impairment tests are positive, and based on these tests, the conclusions are that there is no impairment requiring write-downs in 2016. The uncertainty connected with the assumptions on which the impairment testing is based is illustrated by sensitivity analyses. The conclusions are tested for changes in discount and growth rates.

Detailed description of the assumptions applied: