stena ab financial report 2014
Transcription
stena ab financial report 2014
STENA AB FINANCIAL REPORT 2014 CONTENTS DIRECTORS’ REPORT 2 GROUP CONSOLIDATED INCOME STATEMENTS 8 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 9 CONSOLIDATED BALANCE SHEETS 10 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY 12 CONSOLIDATED STATEMENTS OF CASH FLOWS 13 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14 PARENT COMPANY INCOME STATEMENTS 71 BALANCE SHEETS 72 STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY 73 STATEMENTS OF CASH FLOW 73 NOTES TO THE FINANCIAL STATEMENTS 74 PROPOSED TREATMENT OF THE UNAPPROPRIATED EARNINGS 78 AUDIT REPORT 79 FIVE-YEAR SUMMARY 80 The cover picture shows the master at work on the bridge wing of the RoRo vessel Stena Foreteller. DIRECTORS’ REPORT DIRECTORS’ REPORT General information about the business The Stena Group is one of the largest family-owned companies in Sweden and has operations in five business areas: Ferry Operations, Drilling, Shipping, Property and other investments within Adactum. Ferry operations, one of the world’s largest international passenger and freight service enterprises, are run via Stena Line in Scandinavia, the North Sea, the Irish Sea and the Baltic Sea. Drilling operations, using semi-submersible drilling rigs and drillships, are run by Stena Drilling from its head office in Aberdeen in Scotland and through its global organisation with offices in the USA, Norway, Cyprus, Luxembourg, Singapore, Korea and Australia. Shipping operations are run by Stena RoRo on the RoRo and RoPax ferry market and by Stena Bulk on the tanker market and LNG (Liquefied Natural Gas) market. Stena RoRo has its head office in Gothenburg. Stena Bulk has its head office in Gothenburg as well as offices in Houston, Singapore and Limassol. Shipping operations also include the manning of ships via Northern Marine Group, which has its head office in Glasgow, as well as offices in Manila, Mumbai, S ingapore, St Petersburg, Gothenburg, Hamburg, Houston and Aberdeen. Stena Teknik in Gothenburg is responsible for technical maintenance and development. Stena Property, with its head office in Gothenburg, mainly owns properties in Gothenburg, Stockholm and Malmö, and is one of Sweden’s largest privately owned property companies. The international property division, based in Amsterdam, has property holdings in the Netherlands, France, Luxembourg, Hungary, Germany, the USA and the United Kingdom. Stena Adactum, based in Gothenburg, invests in companies that fall outside Stena’s traditional core operations. The portfolio currently includes Ballingslöv, S-Invest, Envac, Mediatec and Stena Renewable as well as the associated companies Gunnebo and Midsona. Stena Finance has operations in Gothenburg, Luxembourg, Limassol, Zug, Amsterdam, London and Singapore. The parent company of the Group is Stena AB (publ), company registration number 556001-0802. The parent company is a limited liability company and has its registered office in Gothenburg, Sweden. The address of the head office is Masthuggskajen, SE-405 19 Göteborg. The year in brief • Another year during which all business areas have performed well. • Continued operational growth. – Total income amounted to SEK 33.6 billion compared to SEK 30.2 billion in 2013. 2 STENA AB 2014 – Consolidated EBITDA (operating profit before depreciation), excluding the valuation of our investment properties and the sale of non-current assets, was the highest ever, increasing to SEK 9.3 billion – a 20% rise on 2013. – EBITDA has increased mainly as a result of the majority of the business areas reporting an improvement compared to 2013, particularly Drilling, Ferry Operations and Shipping. – The pre-tax profit was SEK 2.8 billion compared to SEK 2.1 billion in 2013, including sales of non-current assets amounting to MSEK 212 and MSEK 76 respectively. • A healthy balance sheet with an equity ratio of 31% as at 31 December 2014. • Ferry Operations improved the EBITDA, excluding restructuring costs of MSEK 314, compared to 2013. This was achieved through strategic acquisitions, tonnage changes and continued improvement in current operations. The focus during the year was on increasing revenues on our routes whilst at the same time continuing to review operations and implement cost-saving measures. • Stena Drilling has had yet another strong year with improved financial results compared to the previous year. The average commercial utilisation rate was just over 98%. • Stena Bulk improved its profit markedly compared to 2013, primarily as a result of a stronger tanker market. The LNG segment generated good results during 2014 due to strong contracts and a high utilisation rate. • Stena RoRo reported a continued high fleet utilisation rate during the year and has also worked on chartering out and selling vessels that are no longer part of Stena Line operations. • Stena Property’s operations continue to be profitable with a very high average occupancy rate of around 94%. • Stena Adactum had yet another successful year at all the portfolio companies and reported a profit in line with the previous year. The portfolio companies continue to expand on growth markets, primarily in Asia. • The Group’s liquidity during the year was strong and the credit facility renewal profile has been extended. Significant business events Ferry operations The RoPax vessel Stena Superfast X (formerly Dieppe Seaways) was acquired in January 2014. The ship is a sister ship of Stena Superfast VII and Stena Superfast VIII. In April 2014, Stena Line acquired operations on the Rosslare (Ireland)–Cherbourg (France) route. This service is contributing to the development of Stena Line’s route network and is reinforcing Stena Line’s strategic position in Ireland. Stena Line continued during the year to work on increasing profitability by optimising tonnage. The successful “floating border shop” concept was introduced on the Scandinavian routes in 2014. The concept has proved highly popular among our passengers. Offshore Drilling On 21 November, Statoil cancelled the three-year charter agreement for the drilling vessel Stena Carron. Stena has received compensation of MUSD 276 for the remaining period of the contract. Our contract with Hess for Stena Forth was renegotiated in December 2014. The new contract will run through to the second quarter of 2017 with an option for a further one-year extension. Bulk At the beginning of the year, the Golden Stena Weco joint venture between Stena Weco and Golden Agri Resources took delivery of the five vessels purchased in 2013. The office in Rio de Janeiro was closed during the year due to a fall in the transport volume from customers in Brazil. In December 2014, the company divested its 35% shareholding in Paradise Tankers, where Stena Bulk jointly owned three Panamax vessels. Stena Bulk acquired one of these vessels in conjunction with the transaction. RoRo The RoPax vessel Etretat was delivered in the spring to the French company Brittany Ferries on a new bareboat charter. The RoPax vessel Stena Egeria was completed at a Chinese shipyard and was delivered in June to Bohai Ferries for operation between China and Korea. The RoPax vessels Partenope and Trinacria had their contracts extended with an existing customer up to and including April 2015. In late autumn 2014, a new agreement was reached with Interislanders in New Zealand, which means that the RoPax vessel Alegra will undergo an extensive rebuild before a fiveyear bareboat charter party comes into force. The vessel will be delivered during the second quarter of 2015. In December 2014, new charter parties were signed for Stena Foreteller, Stena Forecaster and Stena Forerunner. Other Shipping I In July 2014, it was decided to discontinue the service between Sokcho in South Korea and Zarubino and Vladivostok in Russia. Adactum Stena Adactum had yet another successful year and continued to develop and expand its business areas. Properties In July, a property in London was sold for MGBP 41 and in November a property was sold in Stockholm for MSEK 245. In 2014, Stena Property completed 80 apartments at Ängby Park in Stockholm and in central Malmö. Construction of 322 apartments commenced in Stockholm and Lund. In 2014, Stena Property signed an agreement to purchase a commercial property currently under construction in Gothenburg for MSEK 868. The property, which comprises office premises with total floor space of 25,000 sqm, has been let to SCA on a long lease. The building is expected to be completed at the turn of the year 2016/2017. The occupancy rate was high during 2014, averaging 94%. In Sweden, the occupancy rate for residential properties was approximately 99% and for commercial properties approximately 90%. Outside Sweden, the average occupancy rate was around 77% due to a weak Dutch market. Finance A 10-year bond totalling MUSD 600 was issued in January 2014. The aim of the transaction was to extend our amortisation profile and repay outstanding amounts under an existing credit facility. In February 2014, a further 10-year bond was issued totalling MUSD 350 as well as a Term Loan B worth MUSD 650. The latter is a seven-year loan with a low amortisation rate. The units Stena DrillMAX and Stena Carron have been furnished as collateral for both the bond and the loan. The purpose of the transaction was to extend the existing amortisation profile and free up further liquidity. Financing of the drilling rig Stena MidMAX was completed in July 2014. Subsequent events On 9 January 2015, the Stena AB Group and Scandlines entered into an agreement regarding the sale of the Helsingborg–Helsingør ferry service to a European infrastructure fund managed by First State Investments. The Helsingborg–Helsingør service is operated jointly by the Stena AB Group and Scandlines, each with a 50% shareholding. First State European Diversified Infrastructure Fund, FCP-SIF, will take over the service from the end of January 2015. The sale includes the five vessels used to operate the service. The sale means that the Stena AB Group will report a capital gain of approximately MSEK 1,600, which will be credited to the Group during the first quarter of 2015. STENA AB 2014 3 DIRECTORS’ REPORT In January, an agreement was signed regarding the sale of Stena Feronia for MEUR 23. The vessel will be delivered at the turn of the month March/April. In February, Marine Atlantic exercised its purchase option for the vessels Highlanders and Blue Puttees for MEUR 69 each with delivery in December 2015 and February 2016. In February, a property was sold in London for MGBP 19. The newly constructed IMOIIMAX-vessel Stena Impression was delivered in February 2015 from the Samsung Shipyard in South Korea. In February 2015, the vessel Stena Calypso was sold via a hire purchase agreement for MUSD 9.6. The service between Holyhead and Dun Laoghaire was discontinued in February 2015. In March 2015, properties in Gothenburg were sold for MSEK 925. In the end of March 2015, Stena Adactum signed an agreement to sell the Mediatec companies. The buyer is the company NEP that works in the same line of business. The transaction is planned to take place during May 2015. System for internal control and risk management regarding the financial reporting This description of Stena’s internal control and risk management regarding financial reporting has been prepared in accordance with the Annual Accounts Act in Sweden. The Board of Directors is responsible for the company’s internal control, the overall aim of which is to safeguard the company’s assets and thereby its shareholder’s investment. Stena uses the COSO framework as a basis for internal control with respect to financial reporting. The COSO framework, which is issued by the Committee of Sponsoring Organisations of the Treadway Commission, is made up of five components; control environment, risk assessment, control activities, information and communication as well as monitoring. The implementation of the COSO framework was executed during 2007 when the Stena AB Group for the first time became compliant with the American legislation “Sarbanes-Oxley Act 404”. By repayment of the bond on 5 March 2013, the Stena AB Group was deregistered from SEC and is no longer required to report in accordance with the Sarbanes-Oxley Act 404. Stena has, however, kept the COSO framework as guidelines for the work with the internal control regarding the financial reporting. Control environment The Board of Directors have the overall responsibility for internal control of financial reporting. The control environment 4 STENA AB 2014 forms the basis of internal control, because it includes the culture that the Board and management communicate and by which they work. The control environment is made up primarily of integrity, ethical values, expertise, management philosophy, organisational structure, responsibility and authority, policies and guidelines as well as routines. Of particular importance is that management documents, such as internal policies and guidelines exist in significant areas and that these provide employees with solid guidance. Examples of important policies and guidelines within Stena are “Code of Conduct”, “Power Reserved List”, “Principles, convictions and basic values for Stena AB”, “Finance Policy” and “Financial Manual” that defines the accounting and reporting regulations. These policies and guidelines have been made available to all relevant employees through established information and communication channels. Furthermore, the Board has appointed an Audit Committee, whose primary task is to ensure compliance with established principles for financial reporting and internal control and that appropriate relations are maintained with the company’s auditors. Risk Assessment Stena carries out regular risk assessments in order to review the risks of errors within its financial reporting. The risk assessment of financial reporting aims to identify and evaluate the most significant risks that affect internal control over financial reporting in the Group’s companies and processes. During the year the Group’s overall risk assessment was updated in order to obtain a general idea of the main risks. To limit risks there are appropriate policies and guidelines as well as processes and control activities within the business. The risk assessment is updated on an annual basis under the direction of the “Corporate Governance” staff function and the results are reported to the Audit Committee. Control activities The most significant risks identified regarding financial reporting are managed through various control activities. There are a number of control activities built into every process to ensure that the business is run effectively and that financial reporting provides a true and fair view. The control activities, which aim to prevent, find and correct potential inaccuracies, include account reconciliations, authorisations, and monthly accounts as well as analysis of these. IT systems are scrutinised regularly during the year to ensure the validity of Stena’s IT systems with respect to financial reporting. Information and communication Policies and guidelines are of particular importance for accurate accounting and reporting and also define the control activities to be carried out. Stena’s policies and guidelines relating to financial reporting are updated on an ongoing basis and available to all employees concerned on Stena’s intranet. Information and communication relating to financial reporting is also provided through training. The Group holds internal seminars and conferences regularly, with a focus on quality assurance in financial reporting and governance models. Monitoring The Board of Directors and the Audit Committee continuously evaluate the information provided by the executive management team, including information on internal control. The Audit Committee’s task of monitoring the efficiency of internal control by the management team is of particular interest to the Board. This work includes checking that steps are taken with respect to any problems detected and suggestions made during the assessment by the external and internal auditors. The work on internal control during the year has further increased awareness of internal control within the Group and improvements are being made on continuous basis. Internal audit The Groups “Corporate Governance” staff function works as the Group’s internal audit function and reports to the Audit Committee and the deputy CEO. The function focuses on proactively developing and enhancing internal control over the financial reporting as well as examining the effectiveness of the internal control. The “Corporate Governance” function plans the work in consultation with the Audit Committee and regularly reports the findings of its examinations to the Committee. The unit communicates continuously with Stena’s external auditors on matters concerning internal control. Major Shareholders All of the issued and outstanding voting shares of Stena AB were owned as following as of 31 December 2014: Name of beneficial owner Number of shares Percentage ownership Dan Sten Olsson 25,500 51.0 Stefan Sten Olsson 12,250 24.5 Madeleine Olsson Eriksson 9,250 18.5 Gustav Eriksson 3,000 6.0 The holders listed above have sole voting and investment power over the shares beneficially owned by them. Dan Sten Olsson, Stefan Sten Olsson and Madeleine Olsson Eriksson are siblings. Gustav Eriksson is the son of Madeleine Olsson Eriksson. Dan Sten Olsson is the only officer or director of Stena AB who owns any voting shares of Stena AB. All shares of Stena AB have the same voting rights. Future developments The Group’s overall business is expected to continue in the same direction over the coming year and to the same extent as in 2014. Research and development The Group executes vessel construction development via Stena Teknik. The Group also makes payments to universities and the Sten A Olsson Foundation for Research and Culture, whose purpose include promoting scientific research and development. Environment The Group conducts several environment related projects with the purpose of reducing our general environmental impact. Since shipping comprises a large part of Stena’s activities, one of our major challenges is to develop more efficient vessels. The most important measure for Stena’s shipping divisions is to reduce energy consumption in relation to work performed. Environmental thinking is also fundamental for Stena Fastigheter that deals with consideration for the tenants and safeguarding of the world’s limited resources. The initiative to cut energy consumption continued and targets were set for each building. Since the implementation of the Environmental Code, the port operation run by Stena Line Scandinavia AB has become subject to permit requirements. The permit mainly regulates noise. These requirements have been met. Financial risks For financial risks, see Note 1, Summary of Significant Accounting Principles and Note 30 Financial instruments and risk management. Staff In 2014, the average number of employees was 11,231 compared to 11,347 on 31 December 2013. A vital factor for realising Stena Group’s vision is its employees, their expertise, enthusiasm and skills. STENA AB 2014 5 DIRECTORS’ REPORT Future development depends on the Company retaining its position as an attractive employer. To support this goal the Company strives for a working climate where energy, passion and respect for the individual are the guiding principles. An intragroup attitude survey is carried out every year and the number of satisfied employees is rising steadily. Every employee must attend a career development meeting once a year. For more information about employees see Note 32. Income and profit Consolidated income for 2014 was MSEK 33,563 (2013: 30,240), including profit on the sale of vessels totalling MSEK 0 (2013: 25) and property sales totalling MSEK 212 (2013: 51). Pre-tax profit for the year was MSEK 2,799 (2013: 2,148) and the net profit was MSEK 2,391 (2013: 1,910). Financing and liquidity As at 31 December 2014, cash and cash equivalents and current investments totalled MSEK 4,754 (2013: 3,747), of which MSEK 3,778 (2013: 2,401) was available. Together with non-current investments and available credit facilities, the total payment capacity as at 31 December 2014 was SEK 18.6 billion (2013: 12.2). In 2012, our credit facility of MUSD 1,000 was refinanced with the term now running through to 2018. In conjunction with our activities on the capital market during the spring, we reduced the credit framework from MUSD 1,000 to MUSD 600. Of the credit facility of MUSD 600, MUSD 185 (2013: 625) was utilised as at 31 December 2014. Of this amount, MUSD 5 (2013: 6) was blocked for guarantee purposes. In 2010, Stena entered into a new credit facility of MSEK 6,660, guaranteed by the Swedish Export Credits Guarantee Board. As at 31 December 2014, MSEK 2,584 (2013: 6,436) of the facility was utilised. Loan repayments during the year amounted to MSEK 8,535 (2013: 4,946). 6 STENA AB 2014 A bond loan of MUSD 600 was issued in January 2014. The aim of the transaction was to extend our amortisation profile and repay the outstanding amount under an existing credit facility. In February 2014, further bond loans of MUSD 350 and MUSD 650 were issued within a Term Loan B, which is a loan with a low amortisation rate. The units Stena DrillMAX and Stena Carron have been furnished as collateral for both the bond and the loan. The aim of this transaction was to extend the existing amortisation profile and free up further liquidity. Consolidated assets as at 31 December 2014 totalled MSEK 125,817 compared to MSEK 108,212 as at 31 December 2013. Investments in tangible and intangible assets during the year totalled MSEK 5,855 (2013: 7,169). The consolidated debt/ equity ratio, defined as net interest-bearing liabilities in relation to net interest-bearing liabilities, equity and deferred tax liabilities, was 54% (2013: 55%) as at 31 December 2014. According to the Consolidated Balance Sheets as at 31 December 2014, retained earnings amounted to MSEK 37,532, of which MSEK 2,401 comprised net profit for the year. Parent Company Parent Company net income totalled MSEK 136 (2013: 136) and the pre-tax profit was MSEK 934 (2013: 33), of which dividends from subsidiaries totalled MSEK 1,165 (2013: 0). The Board of Directors of Stena AB proposes that MSEK 225 (2013: 200) be paid as a dividend to the shareholders and that MSEK 19 (2013: 10) be transferred as a donation to the Sten A Olsson Foundation for Research and Culture and other worthy causes in accordance with Section 17, sub-section 5 of the Companies Act, whereupon the remaining profit will be carried forward. For details of the profit, liquidity and financial position in general for the Group and the Parent Company, reference can be made to the following Income Statements, Balance Sheets, Cash Flow Statements and notes thereto. STENA AB 2014 7 GROUP CONSOLIDATED INCOME STATEMENTS Years ended 31 December Note 2013 MSEK 2014 MSEK 2014 MUSD1) 11,164 12,196 1,563 7,146 8,425 1,080 390 Revenues Ferry operations Drilling Shipping 2,568 3,041 Investment properties 2,564 2,566 329 New Businesses – Adactum 6,453 6,696 858 Other Total revenues Net gain on sales of assets 4 Total income 65 8 32,989 4,229 76 212 27 76 212 27 12 224 362 46 3 30,240 33,563 4,302 Total other income Net valuation on investment properties 45 29,940 Direct operating expenses Ferry operations (8,520) (9,075) (1,163) Drilling (3,036) (3,496) (448) Shipping (1,503) (1,553) (199) (847) (835) (107) (4,338) (4,538) (582) Investment properties New Businesses – Adactum Other Total direct operating expenses Gross profit Selling expenses Administrative expenses Depreciation and amortisation Income from operations Share of associated companies´ results 11,988 14,058 1,802 (1,167) (1,321) (169) (2,880) (369) 3 (4,136) (4,992) (640) 3, 32 3,887 4,865 624 6 (51) (5) (1) 60 54 7 444 84 11 Interest income Interest expense Foreign exchange gain/loss Other financial income/expense 7 Income before taxes Income taxes (1) (2,500) (2,798) Gain (loss) on sale of securities Profit for the year (8) (19,505) 5 Dividends received Finance net (8) (18,252) 8 489 475 61 (2,386) (2,523) (323) (41) 155 20 (254) (306) (40) (1,739) (2,066) (265) 2,148 2,799 359 (238) (408) (53) 1,910 2,391 306 1,914 2,401 307 (4) (10) (1) 1,910 2,391 306 Earnings attributable to: Equity holders of the Parent Company Non-controlling interests Net income 1) U naudited, see Note 1 8 STENA AB 2014 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years ended 31 December Profit for the year 2013 MSEK 2014 MSEK 1,910 2,391 2014 MUSD1) 306 Other comprehensive income Items that may subsequently be reclassified to profit or loss: This year’s change in fair value reserve, net of tax 366 (119) (15) This year’s change in net investment hedge, net of tax 722 (1,575) (202) Change in translation reserve 414 3,198 410 Share of other comprehensive income from associates (59) 15 2 443 (98) (13) 13 116 15 Other comprehensive income for the year 1,899 1,537 197 Total comprehensive income for the year 3,809 3,928 503 Owners of the company 3,813 3,931 504 Non-controlling interest (4) (3) 3,809 3,928 Items that will not be reclassified to profit or loss: Remeasurements of post employment benefit obligations This year’s change in revaluation reserve Other comprehensive income attributable to: Total comprehensive income for the year, net of tax 504 1) U naudited, see Note 1 See also Note 20 and 21 STENA AB 2014 9 GROUP CONSOLIDATED BALANCE SHEETS Years ended 31 December Note 2013 MSEK 2014 MSEK 2014 MUSD1) Assets Non-current assets Intangible assets 9 Goodwill 2,372 2,459 Trademarks 704 708 91 Rights to routes 726 749 96 Other intangible assets Total intangible assets 315 353 362 46 4,155 4,278 548 Tangible fixed assets Vessels 10 40,956 46,141 5,915 Construction in progress 10 2,450 3,944 506 Equipment 10 3,930 4,270 547 Buildings and land 10 962 1,111 142 Ports 11 3,261 3,689 473 51,559 59,155 7,583 12 27,831 29,367 3,764 Total tangible fixed assets Investment properties Financial fixed assets Investments reported according to the equity method 6 1,473 1,434 184 13 4,311 8,112 1,040 Marketable securities 14 4,243 4,847 621 Surplus in pension plans 22 160 163 21 15, 21 3,205 5,222 669 Total financial fixed assets 13,392 19,778 2,535 Total non-current assets 96,937 112,578 14,431 Investment included in SPEs Other non-current assets Current assets Inventories 16 716 846 108 Trade debtors 17 2,849 2,843 364 Other current receivables 17 1,793 2,431 312 Prepaid expenses and accrued income 17 2,170 2,365 303 Short-term investments 18 1,694 1,248 160 Cash and cash equivalents 19 2,053 3,506 449 11,275 13,239 1,697 3 108,212 125,817 16,128 Total current assets Total assets 1) Unaudited, see Note 1 10 STENA AB 2014 Years ended 31 December Note 2013 MSEK 2014 MSEK 2014 MUSD1) Shareholders´ equity and liabilities Equity attributable to shareholders of the company 20 Share capital Reserves Retained earnings Net income Equity attributable to shareholders of the company Non-controlling interest Total equity 5 5 1 (390) 1,187 152 33,483 35,130 4,503 1,914 2,401 308 35,013 38,724 4,964 262 255 33 35,274 38,978 4,996 Non-current liabilities Deferred income taxes 21 3,940 3,860 495 Pension liabilities 22 649 668 86 707 667 86 23 45,287 43,290 5,549 Other provisions Long-term debt Debt included in SPEs 13 3,944 7,540 967 Senior Notes 24 5,324 13,093 1,678 Capitalised lease obligations 25 642 553 71 Other non-current liabilities 26 722 3,946 506 61,215 73,617 9,437 384 Total non-current liabilities Current liabilities Short-term debt 23 4,616 2,998 Capitalised lease obligations 25 231 233 30 1,722 2,140 274 Trade accounts payable Income tax payable Other current liabilities Accrued costs and prepaid income 27 Total current liabilities Total equity and liabilities 243 155 20 1,655 3,250 417 3,256 4,446 570 11,723 13,222 1,695 108,212 125,817 16,128 Pledged assets and commitments and contingent liabilities Pledged assets 28 66,155 61,975 7,946 Commitments and contingent liabilities 28 3,301 2,432 312 1) U naudited, see Note 1 STENA AB 2014 11 GROUP CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY Equity attributable to the owners of the parent company MSEK Closing balance at 31 December 2012 Share Capital 5 Effects of changes in accounting principles2) Balance at 1 January 2013 (restated) 5 Retained earnings including net income Total (2,884) 33,067 30,188 280 1,012 189 1,201 28 1,229 (1,872) 33,256 31,389 308 31,696 Reserves1) 366 366 366 Change in net investment hedge 722 722 722 Change in revaluation reserve (20) Change in translation reserve 414 33 13 13 414 414 Change in associated companies (59) (59) (59) Remeasurement of post employment benefit obligation 443 443 443 Other comprehensive income 1,482 Total comprehensive income 1,482 Dividend to the shareholders 417 1,899 1,914 1,914 (4) 1,910 2,331 3,813 (4) 3,809 (189) (189) Acquisition of non-controlling interests Closing balance as of 31 December 2013 5 Change in fair value reserves Change in net investment hedge (390) (42) 262 35,274 (119) (119) (1,575) (1,575) 80 Change in translation reserve 3,191 Change in associated companies 1,577 Net income Total comprehensive income 35,013 (189) (42) (119) Change in revaluation reserve Other comprehensive income 35,398 1,899 (1,575) Remeasurement of post employment benefit obligation 1,577 Dividend to the shareholders 36 116 3,191 116 7 3,198 15 15 15 (98) (98) (98) (47) 1,530 7 2,401 2,401 (10) 2,391 2,354 3,931 (3) 3,928 1,537 (200) (200) (200) Dividend to foundation (10) (10) (10) Dividend to the Swedish Sea Rescue Society (10) (10) Acquisition of non-controlling interests Closing balance at 31 December 2014 5 1) See Note 20 2) Effects of changes in valuation of ports, from cost method to revaluation method STENA AB 2014 30,467 Change in fair value reserves Net income 12 Non- Total sharecontrolling holders’ interests equity 1,187 37,532 38,724 (10) (3) (3) 255 38,978 CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended 31 December Note 2013 MSEK 2014 MSEK 2014 MUSD1) 1,910 2,391 306 Net cash flows from operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities: 4,136 4,992 640 Net valuation of investment properties Depreciation and amortisation (224) (362) (46) Share of associated companies´ results 51 5 1 Dividend from associated companies 23 25 3 (76) (212) (27) Gain on sale of assets 3 4 Loss/gains on securities, net Unrealised foreign exchange losses/gains Deferred income taxes 8 (444) (84) (11) 482 (378) (48) (49) (41) (5) Other non cash items 165 652 84 Provision for pensions (109) (120) (15) 75 70 9 5,940 6,938 891 81 Net cash flows from trading securities Cash flow from operations before changes in working capital Changes in working capital Account receivables and other receivables Prepaid expenses and accrued income Inventories Trade accounts payable Accrued costs and prepaid income Income tax payable Other current liabilities Net cash provided by operating activities (68) 633 (125) 43 6 6 (115) (15) (154) 257 33 350 1,657 212 24 (17) 186 (915) (1) 5,017 9,598 1,232 (147) (156) (20) 534 734 94 (7,022) (5,696) (731) Net cash flows from investing activities Capital expenditure of intangible assets Cash proceeds from sale of tangible fixed assets 4 Capital expenditure on tangible fixed assets Purchase of subsidiary, net of cash acquired 29 (13) (27) (3) 7,505 5,375 689 (5,084) (8,059) (1,034) (392) (658) (84) Decrease of noncurrent assets 12 168 22 Other investing activities 24 6 1 (4,583) (8,313) (1,066) Proceeds from sale of securities Purchase of securities Increase of noncurrent assets Net cash used in investing activities Net cash flows from financing activities Proceeds from issuance of debt 3,676 15,668 2,007 (4,946) (8,535) (1,094) Net change in borrowings on line-of-credit agreements 1,228 (6,621) (849) Principal payments on capitalised lease obligations (238) (249) (32) 484 510 65 (189) (220) (28) (34) (518) (66) (19) 35 3 Principal payments on debt Net change in restricted cash accounts Dividends paid Other financing activities 29 Net cash provided by/used in financing activities Effect of exchange rate changes on cash and cash equivalents Net change in cash and cash equivalents 57 133 17 472 1,453 186 Cash and cash equivalents at beginning of year 19 1,581 2,053 263 Cash and cash equivalents at end of year 19 2,053 3,506 449 1) Unaudited, see Note 1 STENA AB 2014 13 GROUP NOTES Amounts are shown in MSEK unless otherwise stated. 1. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES Basis of preparation – IFRS 11, “Joint arrangements” focuses on the rights and obligations The consolidated financial statements have been prepared in accord- of the parties to the arrangement rather than its legal form. There are ance with International Financial Reporting Standards (IFRS) as adopted two types of joint arrangements: joint operations and joint ventures. by the EU. In addition RFR 1 Supplementary Rules for Groups, has been Joint operations arise where the investors have rights to the assets and applied, issued by the Swedish Financial Reporting Board. obligations for the liabilities of an arrangement. A joint operator In accordance with IAS 1, the companies of the Stena Group apply accounts for its share of the assets, liabilities, revenue and expenses. uniform accounting principles, irrespective of local legislation. The Joint ventures arise where the investors have rights to the net assets principles below have been applied consistently for all the years cov- of the arrangement; joint ventures are accounted for under the equity ered by this Financial Report. IAS 33, Earnings Per Share, is not applied, method. since Stena AB is not a listed company. – IFRS 12, “Disclosures of interests in other entities” includes the The Parent Company’s financial statements have been prepared disclosure requirements for all forms of interests in other entities, according to the same accounting principles applied for the Group including joint arrangements, associates, structured entities and other except for the exceptions described in the section “Parent Company’s off balance sheet vehicles. accounting principles”. The Financial Report and Consolidated Financial Statements are Basis of consolidation approved for issue by the Board of Directors on 17 April 2015. The The consolidated financial statements have been prepared in accord- balance sheets and income statements were approved by the Annual ance with the principles set forth in IFRS 10, consolidated and sepa- General Meeting on 17 April 2015. rate financial statements and include Stena AB and all subsidiaries, In conjunction with the preparation of these financial statements, defined as companies in which Stena AB, directly or indirectly, owns senior management has made estimates and assumptions which affect shares representing more than 50% of the voting rights or, in any the carrying amounts of assets and liabilities, as well as contingent lia- other way, has a controlling influence. bilities at the date of the financial statements and recognised revenues and costs. The actual future outcome of specific transactions may As regards companies acquired or divested during the year, the following applies: differ from the outcome estimated at the date of preparation of this •C ompanies acquired during the year have been included in the financial statements. Differences of this type will impact the outcome consolidated income statement as of the date upon which control of financial statements in forthcoming accounting periods. Areas was gained. involving a high degree of assessment, which are complex or in which •C ompanies divested during the year are included in the consolidated the assumptions and estimations are of material significance to the income statement until the date upon which Stena’s control ceased. consolidated financial statements are stated in Note 2. Assets and liabilities are accounted for at historical acquisition The Group’s consolidated financial statements include the financial values, except certain financial assets and liabilities and investment statements for the Parent Company and its directly or indirectly owned properties that are valued at fair value and ports that are recognised subsidiaries after: according to revaluation model. Financial assets and liabilities valued at • elimination of intercompany transactions and fair value are derivative instruments, financial assets classified as finan- • amortisation of acquired surplus values cial assets valued at fair value through the income statement or finan- Equity in the Group includes equity in the Parent Company and the cial assets held for sale. portion of equity in the subsidiaries arising after the acquisition. Solely for the convenience of the reader, the 2014 financial state- Non-controlling interest is recognised in equity as a separate cate- ments have been translated from Swedish kronor (SEK) into United gory. Non-controlling interest share of profit/loss for the year is speci- States dollars (USD) using the 31 December 2014 rate, USD 1.00 = SEK fied following the net profit/loss for the year in the income statement. 7,8011. Business combinations and goodwill New or amended accounting standards 2014 Stena applies IFRS 3 (revised 2009) Business Combinations. During the year 2014, no new or amended IFRS standards have had Acquisitions before 1 January 2010, are not restated. any particular impact on the group accounting, except for below: purchase method. This method entails that the assets, liabilities and ciples by identifying the concept of control as the determining factor in contingent liabilities owned by the acquiring company at acquisition whether an entity should be included within the consolidated financial date are valued to determine their group acquisition value. The valua- statements of the parent company. The standard provides additional tion method requires that estimates have to be made. The valuation of guidance to assist in the determination of control where this is difficult acquired land, buildings and equipment is carried out either by an to assess. 14 STENA AB 2014 All business combinations are accounted for in accordance with the – IFRS 10, ”Consolidated financial statements” builds on existing prin- external party or by an internal party on the basis of available market rative arrangements and established that the majority are joint ven- information. The reporting of financial assets and liabilities, as well as tures. Three joint operations have been identified but are not assessed inventories, is based on available market information. The fair value of to be of a material nature. Joint operations are reported according to significant intangible fixed assets is determined either with the help of the proportional method. independent valuation experts or internally, through the use of generally Holdings in associated companies and joint ventures are reported accepted valuing methods, which are usually based on future cash flows. according to the equity method. The method means that the invest- Acquisition of investment properties and vessels, in companies with only assets, are accounted for as an asset deal. ment is reported initially at its acquisition value. The carrying amount is subsequently increased or reduced to reflect the owner company’s In the event that the acquisition cost exceeds the market value of share of the associated company’s/joint venture company’s profit or the identified assets, liabilities and contingent liabilities, the difference loss following the acquisition. In the Consolidated Balance Sheet, the is accounted for as goodwill. holdings are reported as “Investments reported according to the In the event that the fair value of the acquired net assets exceeds equity method”. In the Consolidated Income Statement, associated the acquisition cost, the acquirer shall identify and value the acquired companies and joint venture companies are divided according to assets again. Any remaining surplus in a revaluation shall immediately strategic holdings and other holdings, where strategic holdings are be taken up as income. The acquisition analysis (the method utilised for reported as “Share of associated companies result” within net financial the allocation of acquisition cost to acquired identified net assets and income/expense and other holdings are reported within each business goodwill), shall, in accordance with IFRS, be completed within twelve area under operating profit. Dividends received are set off against the months of acquisition date. Once the acquisition analysis has been carrying value of each participation. The Group makes an assessment reviewed and approved by management, goodwill is allocated to cash at the end of each reporting period of whether there is objective evi- generating units and impairment testing is carried out at least once per dence of a need for impairment of the investments. If that is the case, year from the date upon which this allocation is completed. If the the Group calculates the impairment amount as the difference acquisition is achieved in stages, the goodwill value is decided at the between the associated company’s recoverable value and the carrying time when the control has been transferred. Previous shares are valued amount and reports the amount under “Profit from participations in to fair value and the change in value is accounted for in the Income associated companies” or under operating profit depending on statement. Goodwill is not amortised. Transaction costs, exempt from transaction costs which is assignable whether the holding is classified as a strategic holding or other holding. to equity- or liability instruments, are reported as costs in the Income As regards holdings in joint operations, the assets, liabilities, reve- Statements. For acquisitions before 1 January, 2010 transaction costs nue and costs that are associated with these holdings in the business have been capitalised. Conditional purchase-sum is reported according are reported according to the accounting principles applicable to these to fair-value at the date of acquisition. If the conditional purchase-sum specific assets, liabilities, revenues and costs. is classified as equity-instrument, no revaluation is carried out and the adjustment is reported in equity. For other conditional purchase-sum, Special purposed entities (SPE) these are revalued each quarter and the variation is reported in the Special purposed entities (SPE) are consolidated in the group accounts Income Statement. according to IFRS 10 and they are consolidated, when the group has a significant economic impact of the SPE. Definition of significant eco- Participations in associated companies, joint ventures nomic impact is if the group stands behind the majority of the risks and other collaborative arrangements which are related to the SPE and its assets or if it has the right to keep IFRS 12 requires augmented supplementary disclosures regarding sub- the majority of the rewards in the SPE. sidiaries, joint ventures, associated companies and non-consolidated structured companies in which the company is involved. The extent of Acquisition with non-controlling interest the disclosures in Note 6 in the Stena Financial Report for 2014 has Acquisition with non controlling interest arise when less than 100% is increased to a certain extent as a result of IFRS 12. acquired. This kind of acquisition is reported as a proportion of the Associated companies are companies in which the Group has a sig- acquired net assets. The acquisition is reported as a transaction within nificant but not controlling influence, which as a rule applies to share- equity i.e. between the owner of the parent company and the non holdings equivalent to between 20% and 50% of the votes, or which controlling interest. Therefore no goodwill arise in this kind of transac- the Group in some other way exercises a significant influence. tions. The change in non-controlling interest is based on the propor- Collaborative arrangements are companies in which the Group, tional share of the net assets. through collaboration agreements with one or more parties, has a joint controlling influence with external parties (the arrangement’s relevant Translation of foreign operations activities). Holdings in a collaboration arrangement are classified either The functional currency of the parent company, as well as the report- as a joint operation or a joint venture depending on the contractual ing currency, and the reporting currency of the Group is Swedish krona rights and obligations of each investor. Stena has assessed its collabo- (SEK). All foreign subsidiaries report in their functional currencies, the STENA AB 2014 15 GROUP CONT. NOTE 1 currency used in the primary economic environment of the companies. met or have fallen due. The Group bases its judgements on historical In consolidation, all balance sheet items have been translated into SEK outcome, thereby considering the type of client, type of transaction, at the closing rate of exchange. Profit/loss items have been translated and special circumstances in each individual case. using average exchange rates. The Group’s shipping and drilling revenues are derived from charter contracts. Revenue is recognised evenly within the charter period. Transactions in foreign currency Foreign currency transactions are converted to the functional currency Provisions are made in advance for any ongoing loss contracts. Revenues from the Group’s ferry operations consist of ticket sales, at the exchange rate prevailing on the transaction day. The functional onboard sales, and freight revenues and are recognised in the period currency is the currency of the primary economic environment in which in which services are rendered. the company generates and expends cash. Monetary assets and liabili- Rental income from the Company’s investment properties opera- ties in foreign currencies are converted to the functional currency at the tions is derived from leases and is recognised on a straight line basis exchange rate prevailing on the closing date. Exchange differences over the life of the leases. which arise are reported in the Income Statement. Non monetary assets Sales of goods are recognised at the date upon which the Group and liabilities which are reported at historical cost, are revaluated at company sells a product to the customer in accordance with the terms transaction date. Non monetary assets and liabilities which are reported of sale. Sales are usually paid for in cash or by credit card. at fair value are revalued to the functional currency at the exchange rate ruling at the time for revaluation at fair value. Contract assignments in progress from operations within the Adactum Group are recognised according to the percentage of completion method on all of the assignments in which outcome can be Segment reporting calculated in a satisfactory manner. Revenues and costs are reported Operating income is reported in such a manner as to correspond with in the income statement in relation to the assignment’s degree of the internal reporting submitted to the Chief operating decision-maker. completion. The degree of completion is determined on the basis of The Chief operating decision-maker is the function responsible for the assignment costs incurred in relation to the estimated assignment allocation of resources and the assessment of the operating segments’ costs for the entire assignment. Anticipated losses are expensed results. In the Group, this function has been identified as Stena AB’s immediately. Board of Directors, which make strategic decisions. The Group’s segments, its business areas, have implemented systems and procedures to support internal control and reporting. This forms Customer Loyalty Programmes, addresses the accounting by Stena Line and Blomsterlandet that operate customer loyalty programmes under which the customer can redeem credits for awards such as free the basis of the identification of primary risks and the varying returns or d iscounted goods or services. The fair value of the total considera- that exist in the business, and is based on the various business models tion received in the initial sales transaction is allocated between the for the Group’s end clients. The segments are responsible for operating award credits and the sale of the goods or services. The revenue profit/loss, EBITDA (operating income before amortisation) and for related to the award credits granted is recognised in the income those assets utilised in their operations, whilst net financial income, statement when the risk of a claim being made expires. taxes and equity are not reported per segment. Operating profit/loss Sales of vessels and investment properties are recognised in other and assets for the segment are consolidated in accordance with the income. Revenue recognition takes place when all material benefits same principles as the rest of the Group as a whole. Sales between and risks have been transferred to the buyer. segments take place on market conditions and at market prices. The Stena Group’s business areas and, thereby, its segments are: • Ferry operations • Drilling operations Interest income is recognised as income in the finance net distributed over the term with application of the effective interest method. Dividend income is recognised when the right to payment is received and reported in the financial net. • Shipping operations • Property operations Tangible fixed assets • New businesses – Adactum Tangible fixed assets are recognised in the balance sheet when, on the basis of available information, it is likely that the future economic Revenue recognition benefit associated with the holding accrues to the Group and the Revenue includes the fair value of amounts received or to be received acquisition cost of the asset can be reliably calculated. regarding services and goods sold in the Group’s operating activities. Ports are carried at a revalued amount according to the revaluation Revenue is reported excluding value added tax, returns and discounts model in IAS 16, being its fair value at the date of revaluation less subse- and after elimination of internal Group sales. quent depreciation and impairment. If a revaluation result in an increase The Group reports revenue when the amount can be measured in a in value, it is credited to other comprehensive income and accumulated reliable way, it is probable that future economic benefits will be gener- in equity under the heading “revaluation surplus”. A decrease arising as ated to the Company and specific criteria have been fulfilled for each a result of a revaluation are recognised as an expense. of the Group’s operations. Revenue amounts are not considered to be reliably measurable until all commitments regarding sales have been 16 STENA AB 2014 Vessels, equipment and buildings used in business operations are recorded at acquisition cost less accumulated depreciation and any impairment charges. Acquisition expenditure is capitalised upon transferred between well informed parties that are independent of acquisition. Repairs and maintenance costs for tangible fixed assets each other and that have an interest in the transaction being carried are charged to the income statement for the year. out. Changes in fair value are reported in the income statement, with Dry-docking costs for vessels are capitalised and amortised over a an impact on changes in value of properties. The term investment properties, which mainly includes residential period of two to five years. For vessels, the Company uses appraisals carried out by independent and office buildings, also includes land and buildings, land improve- vessel brokers for impairment assessment. If a review indicates that the ments and permanent equipment, service facilities etc in the building net book value of an asset exceeds its recoverable amount, discounted or at the site. cash flows based upon estimated capital expenses and future expected Sales and purchases of properties are reported when the risks and earnings are utilised. Assets having a direct joint income, e.g. a ferry rewards associated with ownership are transferred to the buyer from the route, the smallest cash generating unit is used. If a write-down seller, which normally takes place on the day of taking possession as requirement arises on balance sheet date, the recoverable amount of long as this does not conflict with the conditions of the sales contract. the asset is estimated and the asset is impaired to this value. Impair- Profit or loss arising upon the sale or disposal of investment proper- ment is reversed if any change is made to the calculations used to ties is composed of the difference between the net proceeds from sale determine recoverable amount. and the most recently determined valuation (carrying amount based on Construction in progress includes advance payments, as well as the most recently determined translation to fair value). Income arising other direct and indirect project costs, including financial expenses, from sales or disposals is reported in the income statement as net gain which are capitalised on the basis of the actual borrowing cost. on sale of assets. Buildings used in business operations is split into buildings and land In the event that Stena utilises a portion of a property for its own and refer to properties used by the Company in its own operations. administration, such a property will only be considered to be an invest- Tangible fixed assets are depreciated according to plan, using the ment property if an insignificant portion is used for administrative straight-line method. The residual values and useful lives of the assets means. In any other case, the property will be classified as a building are tested on every balance sheet date and adjusted when needed. used in business operations, and be accounted for in accordance with No depreciation is carried out regarding land. IAS 16 – Property, Plant & Equipment. The residual values are estimated to zero. All assets are divided to Additional expenses are added to the carrying amount only when it is likely that future economic benefits associated with the asset will components. Depreciation takes place from the date upon which the asset is accrue to the Company and when acquisition cost can be reliably calculated. Other expenses are recognised as costs in the period in which ready for use and over the following periods: they arise. One decisive factor for the assessment of when an additional Vessels expense may be added to the carrying amount is whether this expense Drilling rigs 20 years refers to the replacement of identified components, or parts of these, in Drilling rig vessels 20 years which case such expenses are capitalised. Expenses are also added to Crude oil tankers 20 years carrying amount in cases where new components are created. RoRo vessels 20 years RoPax vessels 20 years value) utilises an internal valuation model which has been quality Superferries 20 years assured through the reconciliation of assumptions with external LNG carriers 20 years property values, as well as through external valuation. The internal HSS vessels 10–20 years Port terminals Windmills Equipment valuation is determined on an earnings basis, which means that each individual property’s net rental income is divided by the required return Other tangible fixed assets Buildings The valuation of investment properties at fair value (assessed market by market yield for the property in question. Assumptions have been 50 years 20–50 years made in the calculation of net rental income regarding operating and maintenance expenses, as well as vacancies. These assumptions are 20 years based on market assumptions of those cash flows. However, historical 3–10 years outcome, budget and normalised costs have been a part of these considerations. Different required returns have been utilised for different Investment property markets and types of properties. Investment properties are reported at fair value in accordance with the fair value model in IAS 40. Investment properties, that is properties Intangible assets held in order to generate rental income or increase in value or a combi- Goodwill nation of these, are valued continuously with the fair value model (esti- Goodwill is comprised of the amount by which the acquisition cost mated market value). These properties are initially valued at acquisition exceeds the fair value of the Group’s portion of the acquired subsidi- cost. Fair value is based on the estimated market value on balance ary’s identifiable net assets at acquisition date. Goodwill on the sheet date, which means the value at which a property could be acquisition of subsidiaries is recognised as an intangible asset. STENA AB 2014 17 GROUP CONT. NOTE 1 G oodwill is tested annually for impairment and is recognised at Borrowing expences acquisition cost less accumulated impairment losses. Borrowing expenses, for completing of so called qualifying assets, are Impairment of goodwill is not reversed. Profit or loss on the capitalised on the acquisition value of the qualifying asset. A qualified disposal of a unit includes the remaining carrying amount of the asset is an asset which takes a certain amount of time to complete. goodwill referring to the unit divested. Borrowing expenses on loans specified for the qualifying asset are Goodwill is allocated to cash generating units during impairment capitalised on the asset. testing. This allocation refers to those cash generating units, determined in accordance with the Group’s operating segments, which are Accounting for subsidies expected to benefit by the business combination in which the good- Any subsidies (government grants) received in conjunction with new will item arose. acquisitions of vessels, properties or port installations are reported as a decrease of the acquisition cost; subsidies relating to operating Trademarks activities reduce the corresponding costs. Recognition takes place From 2014 Trademarks are assessed to have indefinite useful life and when the subsidy can be reliably calculated. For Swedish-flagged are recorded to purchase value less previous amortisations. Trademarks vessels employed in international shipping activities, the company has are annually tested for impairment. received subsidies equal to all security costs and income taxes payable by the employers on behalf of employees who work on board such IT investments vessels. The amounts received have reduced personnel costs. Acquired software is capitalised on the basis of acquisition and implementation costs. These costs are amortised over the asset’s useful life, Fixed assets held for sale which is judged to be between three and five years, in accordance with Fixed assets are classified as assets held for sale when their carrying the straight line method. Useful life is reviewed on a yearly basis. amounts will be recovered through a sales transaction and a sale is considered highly likely. They are recognised at the lowest of book Distribution agreements value and fair value less selling costs if their carrying amount will be Distribution agreements are reported at acquisition cost, less accumu- recovered primarily through a sales transaction and not through lated amortisation. Amortisation takes place according to the straight continuous usage. line method over the asset’s estimated useful life of 5 years. Useful life is reviewed on a yearly basis and has been changed during 2014 from Financial assets and liabilities 10 to 5 years. General A financial instrument is any form of agreement which giving rise to a Rights to routes financial asset in a company and a financial liability or equity instru- Rights to routes is capitalised on the basis of acquisition and amortised ment in another company. Financial assets in the consolidated balance over the assets useful life, which is judged to be 20 years, in accordance sheet consist of cash and cash equivalents, trade debtors, other finan- with the straight line method. Useful life is reviewed on a yearly basis. cial assets, shares and derivative assets. Financial liabilities are materialised through requirements regarding the repayments of cash or of Maintenance of intangible assets other financial assets. In the consolidated balance sheet, financial Expenses for maintenance of intangible assets are expensed as they liabilities consist of trade accounts payable, loans, financial leasing arise. liabilities, bonds and derivative liabilities. Impairment of non-financial assets Accounting Assets with indeterminable useful lives, goodwill and trademarks, are Financial assets and liabilities are reported in the balance sheet when not amortised; rather they are reviewed on a yearly basis with consid- the Group becomes party to the instrument’s contractual terms. eration of any impairment requirements. Assets that are amortised or Financial assets and liabilities are reported on settlement date, with the depreciated are tested with consideration of impairment whenever exception of derivatives, which are reported on trade date. Financial events or changes in circumstances indicate that the carrying amount instruments are initially reported at fair value, which usually corre- may not be recoverable. Impairment is carried out in the amount by sponds to acquisition cost on acquisition date. Transaction costs are which the asset’s carrying amount exceeds its recoverable amount. The included in the acquisition cost of all financial instruments not valued at recoverable amount is the higher of the asset’s fair value, less selling fair value in the income statement. Netting of financial liabilities and expenses, and its value in use. In the assessment of impairment assets only takes place when there is a contractual possibility and when requirements, assets are grouped on the lowest level at which there the intention is to net the gross amounts of the liabilities or assets. exist separate identifiable cash flows (cash generating units). For non-financial assets other than goodwill and trademarks that 18 STENA AB 2014 Financial expenses have previously been impaired, an assessment is carried out on each Financial expenses are reported in the period in which they arise. balance sheet date to determine whether a reversal should be made. Financial expenses regarding new construction projects of vessels and properties are capitalised as a portion of the acquisition cost. Expenses Assets held to maturity for the financing of long-term loans and credits are deferred and Held-to-maturity financial assets are non-derivative financial assets amortised over the expected term of the financing. with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to Derecognition maturity. If the Group were to sell other than an insignificant amount Financial assets are derecognised in the balance sheet when the agreed of held-to-maturity financial assets, the whole category would be rights to cash flows have ceased or been transferred and when essen- tainted and reclassified as available for sale. Held-to-maturity assets tially all the risks and advantages associated with the ownership of the are measured at amortised cost and interest revenue is recorded in financial asset have been transferred. Financial liabilities are derecog- the income statement using the effective interest rate method. Held to nised from the balance sheet when they have been extinguished. maturity financial assets are included in non-current assets, except for Realised result is defined as proceeds from sales less the net book those with maturities less than 12 months from the balance sheet date, value as of the previous year end. which are classified as current assets. Classification of financial assets balance sheet. Assets in this category are classified as Investments in SPEs in the Financial assets in the Group are divided into the following categories: • Financial assets at fair value through the income statement Loan receivables and trade debtors – trading Loans and receivables are financial assets that are not designated as – assets classified as financial assets at the acquisition date at fair value derivatives, that have fixed or fixable payments and that are not listed through the income statement on an active market. Receivables are reported under current assets, • Financial assets held for hedging purposes with the exception of receivables with a maturity date later than 12 • Financial assets held to maturity months after balance sheet date which are classified as financial fixed • Available-for-sale financial assets assets. Loans receivables and trade debtors are listed in the balance • Loans receivable and trade debtors sheet under other receivables and trade debtors. Assets in this category are valued at amortised cost, with allowances for bad debt losses The basis for classification is formed of the aim of the acquisition of and loan losses, when applicable. the financial instrument. The classification is carried out by senior management on initial recognition date. Available-for-sale financial assets Investments in certain shares (with the exception of participations in Financial assets at fair value through the income statement subsidiaries and associated companies) and bonds are categorised as Financial assets belonging to this category are valued and continuously available-for-sale financial assets. Period changes in fair value, with the reported at fair value through the income statement. exception of impairment charges, are reported in other comprehensive income for these instruments. When these financial instruments are The category is divided into two subcategories: sold, the accumulated gains or losses are reclassified through other 1) trading and 2) assets classified as financial assets at fair value comprehensive income and are recognised in the income statement. through the income statement at acquisition date. Trading consists of These assets are classified as marketable securities in the balance sheet financial assets acquired with the primary intention of being sold in the and changes in market value are reported in fair value reserve in other short term and those derivative instruments to which hedge account- comprehensive income. ing is not applied. The trading shares are classified as short-term investments in the balance sheet and changes in fair value are reported in Assets in this category are recognised as other long-term securities, other long-term assets and investments in securities. the income statement under gains (loss) on securities. Fair value option is applied, because the investments are managed Receivables and liabilities in foreign currency and their performance, are evaluated on a fair value basis in line with Transactions in foreign currency are translated in accordance with the Groups investment policy. These assets are classified as Marketa- current exchange rates per transaction date. ble securities in the balance sheet and changes in fair value are reported in the income statement under gains (loss) on securities. Internally, the Group follows up and reports on these assets on the Both in the individual Group companies and in the Group’s annual accounts, receivables and liabilities in foreign currency are translated at the closing rate of exchange. Related exchange rate differences on basis of their fair values and, consequently, considers that this valua- current payments are included in operating income, while differences in tion and recognition in the income statement and balance sheet financial receivables and liabilities are reported among financial items. provides readers of the Financial Report with the most relevant infor- All exchange rate differences affect net profit/loss for the year. An mation. Financial assets, classified as financial assets at fair value exception is formed by that portion of the difference consisting of an through the income statement at acquisition date, are classified as effective hedging of net investments, where recognition takes place current assets if they are expected to be realised within 12 months of directly against comprehensive income. balance sheet date. STENA AB 2014 19 GROUP CONT. NOTE 1 Translation differences on non-monetary financial assets and liabili- The early redemption of liabilities reduces the outstanding liabilities ties, such as equities held at fair value through the income statement, by a nominal principal loan amount. Any premiums or discounts are are recognised in the income statement as part of the fair value gain or taken up as income. loss. Translation differences on non-monetary financial assets, such as equities classified as available for sale, are included in the available-for- Derivative financial instruments and hedge accounting sale reserve in comprehensive income. The following currency exchange The Group is hedging oil price risk and cash-flow interest rate risk and rates have been applied in the Group’s annual accounts: foreign exchange risk related to net assets in foreign operations as well as in highly probable forecasted transactions in foreign currency. The Group uses options and swaps to hedge oil price risk and interest Average rates 2013 2014 Change in % USD 6.5140 6.8577 5 GBP 10.1863 11.2917 11 EUR 8.6494 9.0968 5 rate swaps to hedge interest rate risk and foreign currency forward contracts to hedge foreign exchange risk. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The group Closing rates 2013 2014 Change in % USD 6.4279 7.8011 21 GBP 10.6529 12.1549 14 EUR 8.8567 9.4378 7 designates certain derivatives as either: a) h edges of a particular risk associated with a recognised asset or liability or. b) a highly probable forecast transaction (cash flow hedge) or. c) h edges of a net investment in a foreign operation (net investment hedge). Financial liabilities Financial liabilities in the group are divided into the following The Group documents at the inception of the transaction the relation- categories: ship between hedging instruments and hedged items, as well as its risk • Financial liabilities at fair value through the income statement, management objectives and strategy for undertaking various hedging held for trading • Other financial liabilities transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes The basis for classification is formed based on the purpose of the in fair values or cash flows of hedged items. The effectiveness of a acquisition of the financial instrument. The classification is carried out hedge has to be in the range of 80%–125%. by senior management on initial recognition date. Currency swap agreements are valued at market rates, unrealised exchange gains are recognised in the balance sheet as current receiva- Other financial liabilities Other financial liabilities in the balance sheet consist of senior notes, bles, and unrealised exchange losses are presented as current liabilities. The fair values of various derivative instruments used for hedging other long-term interest bearing debt, other non-current liabilities, purposes are disclosed in Note 31. Movements on the hedging reserve short-term interest bearing debt, trade accounts payable, debt in SPEs in shareholders comprehensive income are shown in the Consolidated and other current liabilities. Statements of Changes in Shareholders Equity. The full fair value of a Financial liabilities are recognised initially at fair value, net of transaction costs incurred. Financial liabilities are subsequently stated hedging derivative is classified as a non-current asset or liability when the remaining hedged item is more than 12 months. at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income Cash flow hedging statement over the period of the liabilities using the effective interest For the Stena Group’s hedges of oil price risk in bunker-oil (bunker method. hedges), the cash flow interest rate risk in floating rate debt- and for- The liabilities in the balance sheet, long-term and short term debt, transactions, cash flow hedge accounting is applied. The hedged item after transactions costs and, subsequently, at amortised cost. consists of a highly probable forecast consumption of bunker fuels, Loan amounts are reported as liabilities in the balance sheet, where liabilities with a term of over 12 months are reported as longterm and all others as short-term. 20 STENA AB 2014 eign currency risk in highly probable forecasted purchase and/or sales debt in SPEs and senior notes are initially reported at fair value, net highly probable forecast cash flow in foreign currencies and the floating interest rate cash outflows of issued debt instruments. The Group is exposed to the price of bunker fuels for vessel operations and Hedging of net investments uses a fixed price contract, swaps and options to hedge its oil price Hedging of net investments in foreign operations is reported in the risk. Hedging contracts are regularly entered into, so as to match the same manner as cash flow hedges. The gains or losses attributable to underlying cost of delivery of bunker fuel. Hedging instruments (oil the effective part of the hedging are reported through other compre- options and futures in the case of bunker hedges and interest rate hensive income and is cumulated in the translation reserve. Gains or swaps in cash of interest rate hedges), forming an effective hedge, are losses attributable to the ineffective portion of hedging are directly measured at fair value with changes in fair value regards to the hedged reported in the income statement as financial items. risk reported through other comprehensive income and is cumulated in Accumulated gains or losses are reclassified through other compre- the hedge reserve until the hedged item affects the income statement, hensive income and reported in the income statement when the that is, when the purchase takes place or when the interest rate pay- foreign operations, or portions of these operations, are sold. ment is made. In conjunction with the purchase, when the accumulated fair value of the hedging instruments is removed from the hedg- Fair value determination of financial instruments ing reserve and is reclassified through other comprehensive income it valued at fair value in the balance sheet is, reported in item direct operating expenses in the income statement (i) Financial instruments listed on an active market as an adjustment of the cost of bunker fuel for the current period or as (level 1 measurement) part of interest rate expense in cash of interest rate hedges. For financial instruments listed on an active market, fair value is deter- Positive or negative fair values of the derivatives are accounted for mined on the basis of the asset’s listed buying current bid-rate on bal- as an other non-current asset or other non-current liability. The short- ance sheet date, with no addition for any transaction costs (for example term part of the hedged item is accounted for as other current receiva- brokerage) on acquisition date. A financial instrument is considered to bles or other current liabilities. be listed on an active market if the listed prices are easily available on a The accounting for cash flow hedges of interest rate risk and foreign stock exchange, with a trader, broker, industry organisation, company currency risk in highly probable forecasted transactions in foreign cur- providing current price information or supervisory authority, and if rency follows the same principles as the above described policy for the these prices represent actual and regular market transactions carried bunker hedges. out under arm’s length conditions. Any future transaction costs from Changes in fair value of the hedging instruments are accounted for through other comprehensive income and are cumulated in the disposals are not considered. The fair value of financial liabilities is determined on the basis of the listed selling rate. hedged reserve. The cumulative changes in fair values are reclassified through other comprehensive income into the income statement in the ii) Valuation techniques using observable market data same period as the hedged items affects the income statement and is (level 2 measurement) presented in the same line item as the hedged item. If the market for a financial instrument is not active, the Company It is Group’s policy that duration and dates of maturity for financial determines fair value by utilising a valuation technique. The valuation instruments which are held and classified as hedge contracts for techniques employed are based, as far as possible, on market informa- interest – and FX exposure should correspond with the underlying tion, with company specific information being used to the least extent exposure’s dates of maturity. possible. The Company calibrates valuation techniques at regular inter- Results of operations from all types of financial derivative instru- vals and tests their validity by comparing the outcome of these valua- ments, with the exception of those contracts referring to financial tion techniques with prices from observable current market transac- trading, are reported as an adjustment of the revenue or costs for the tions in the same instruments. The valuation models applied are period and for those transactions the contracts are designated to calibrated so that fair value on initial recognition date amounts to the hedge. When hedge accounting is terminated and the hedged item is expected to occur, the hedge item is recognised in the income state- transaction price, with changes in fair value subsequently being continuously reported on the basis of changes in the underlying market risk parameters. ment. Then the change in fair value is reclassified through other comprehensive income into the income statement. If an underlying asset or liability is sold or redeemed, the pertaining (iii) Valuation techniques using significant unobservable data (level 3 measurement) financial instruments are market valued and the result is reported as an If there are no similar financial instruments on a quoted market and adjustment of the market or redemption value of the underlying asset no observable pricing information from the market, the valuation is or liability. based on estimated discounted cash flows. Fair value is determined by hypothesising what a market price would be if there was a market i.e. calculated fair value is a prediction instead of an observation. STENA AB 2014 21 GROUP CONT. NOTE 1 Offsetting of Financial Instruments Deferred taxes Financial assets and liabilities are accounted at gross amount in the The Group uses the balance sheet method to calculate deferred balance sheet. See Note 31 for information about financial instruments taxes. The balance sheet method implies that deferred tax assets and subject to offsetting, i e where there is a legal right to offset the liabilities are valued according to the tax rates adopted or announced accounted amount or is an intention to simultaneously realise the asset on balance sheet date and which are expected to apply to the period and liability. in which the acquisition is executed or the liability settled. The tax rates are applied to the existing differences between the accounting Impairment of financial assets or fiscal value of an asset or liability, as well as to loss carry forwards. The Group makes an assessment on each balance sheet date regarding These loss carry forwards can be used to reduce future taxable whether there exists any objective evidence that an impairment income. Deferred tax assets are reported to the extent that it is prob- requirement has arisen for a financial asset or a group of financial able that a sufficient taxable surplus will exist to allow for accounting assets. In regards of shares classified as available-for-sale assets, any of such receivables. significant or extended decline in the fair value of a share to a level below its acquisition value is regarded as an indication that an impair- Leasing ment requirement exists. Any leasing agreements in which the economic risks and benefits asso- If such evidence is present for available-for-sale financial assets, the accumulated loss – calculated as the difference between acquisition cost and current fair value, less any previous impairment charges ciated with ownership are essentially transferred to the lessee are defined as financial leases. Assets leased under financial leasing agreements are classified in reported in the income statement – is reclassified from equity to the the consolidated balance sheet as tangible fixed assets. The commit- income statement. Impairment of equity instruments, which is ment to pay future minimum lease payments is reported as long and reported in the income statement, is not reversed through the income short-term liabilities. The assets are depreciated according to plan, statement. Reversal of impairment of bonds is recorded in the Income while rental payments are reported as interest and repayments of lia- Statement on the same line as the impairment. Bonds are impaired bilities. when insolvency exists for the counterpart. Reversal of impairment of Other leased assets are reported as operating leasing agreements, bonds is recorded in the Income Statement on the same line as the which implies that the leasing charges are expensed over the term of impairment. the lease on the basis of utilisation. Income taxes Inventories General Inventories are valued at the lower of acquisition cost, according to the The Group’s total tax consists of current tax calculated on taxable first-in, first-out method (FIFO), or net realisable value, less deductions profit and deferred tax. Current tax and changes in deferred tax are for any obsolescence. The acquisition cost for finished goods, products reported in the income statement, with the exception of those in process and work in progress consists of raw materials, direct sala- deferred taxes reported directly against other comprehensive income. ries, other direct expenses, and related indirect manufacturing Deferred tax includes unutilised deficits from the translation of tax expenses (based on normal manufacturing capacity). The net realisable assessment to current tax rates, and other temporary differences value is the estimated sales price in the operating activities, with between book residual value and fiscal residual value. The tax value of deductions for applicable variable selling expenses. Inventories mainly unutilised loss carry-forward is capitalised to the degree it is probable include bunker fuel, spare parts, merchandise for onboard sale, prod- that this will entail lower tax payments in the near future. ucts for bars and restaurants onboard the vessels and finished goods Significant assessments are required from management in the calcu- and products in progress. Costs for inventories include transfers from lation of income tax liabilities, income tax receivables and deferred tax comprehensive income of any gains or losses from cash flow hedges for provisions and receivables. This process requires the assessment of that comply with the conditions for hedge accounting as regards pur- the Group’s tax exposure of current tax and the adoption of temporary chases of raw material. differences created by various taxation and accounting regulations. In particular, management must assess the likelihood that deferred tax Trade debtors assets can be settled against surpluses in future tax assessment see Trade debtors are reported at amortised cost reduced by any provision also Note 2. for uncollectibility. A write-down of trade debtors is made when there exist objective evidence that the Group will be unable to receive all the Current tax amounts that are due in accordance with the original conditions of the All companies within the Group calculate income tax in accordance receivable. The amount of the allocation consists of the difference with the tax regulations and ordinances in force in those countries between the asset’s carrying amount and the present value of esti- where the profit is taxed. mated future cash flows, discounted by the effective interest rate. The allocated amount is reported in the income statement. 22 STENA AB 2014 Accounts payable principle is only applicable for group accounting. The parent company Accounts payable are initially reported at fair value and subsequently at and the subsidiaries apply local rules and accounting principles. amortised cost. Trade payables are obligations to pay for goods or services that have Provisions been acquired in the ordinary course of business from suppliers. Generally, provisions are reported when there is an undertaking as a Accounts payable are classified as current liabilities if payment is due result of a historical event, in which it is probable that an outflow of within one year or less. If not, they are presented as non-current liabili- resources will be required to settle the undertaking and the amount ties. can be reliably estimated. Provisions are made in the amount that represents the best estimate of the amount required to settle the existing Cash and cash equivalents commitment on the balance sheet date. Where there is doubt in the Cash and cash equivalents include cash and bank balances with an estimates referring to forthcoming events outside the Group’s control, original maturity of three months or less. the actual outcome may differ significantly. Employee benefits the balance sheet, it may be considered to comprise a contingent liabil- Post-employment benefits, such as pensions and other benefits, are ity and be disclosed. These commitments derive from historical events predominantly settled by the means of regular payments to independ- and their existence will be confirmed only when one or several uncer- ent authorities or bodies thereby assuming pension commitments tain future events, which are not entirely within the Group’s control, towards the employees – that is to say, through so-called defined con- take place or fail to take place. Contingent liabilities also include exist- tribution plans. The Company thus pays set fees to a separate legal ing commitments where an outflow of resources is not likely or a entity and has no commitment to pay any further fees. Expenses are sufficiently reliable estimate of the amount cannot be made. When a commitment does not meet the criteria for recognition in charged to the Group’s income statement, as administration costs, at the rate that the benefits are earned. The remaining portion of New IFRS issued but not effective for the financial year post-employment benefits consists of defined benefit plans, in which beginning 1 January 2014 and not early adopted the commitments remain with the Company. Remuneration to employ- A number of new standards and interpretations will be effective for ees and former employees is paid on the basis of salary at retirement financial years beginning after 1 January 2014. They have not been date and number of years of service. The Company bears the risk for adopted when preparing the Consolidated financial statements and ensuring that the remuneration undertaken is paid. For defined benefit the effects are currently evaluated. The following standards and plans, the Company’s costs and the value of outstanding commitments interpretations might have a material impact on the Group: on balance sheet date are calculated on the basis of actuarial assump- –IFRS 15 Revenue from Contracts with Customers establishes a tions intended to determine the present value of issued commitments. new framework for determining when and how much revenue to The amount recognised in the balance sheet is the net total of the esti- recognise. The standard introduces a five-step model to be applied mated present value of the commitments and the fair value of the plan to all contracts with customers in order to establish the revenue assets, either as a provision or as a long-term financial receivable. In recognition. Stena is yet to assess IFRS 15´s full impact. The manda- cases in which a surplus in a plan cannot be fully utilised, only that portion of the surplus that the company can recover through decreased tory effective date is 1 January, 2017, with early application allowed. –IFRS 9 Financial Instruments addresses the classification, measure- future contributions or repayments is recognised. The setoff of a surplus ment, recognition, impairment and derecognition of financial instru- in a plan against a deficit in another plan is allowed only if a company ments. It also addresses general hedge accounting. Stena is yet to has the right to utilise a surplus in a plan to settle a deficit in another assess IFRS 9´s full impact. The mandatory effective date is 1 January, plan, or if the commitments are to be settled on a net basis. 2018, with early application allowed. The pension expense and the pension commitment for defined benefit pension plans are calculated annually by independent actuaries. The There are no other IFRS or IFRIC interpretations that are not yet effec- commitment consists of the present value of expected future payments. tive that would be expected to have a material impact on the Group. The most important actuarial assumptions are stated in Note 22. Actuarial gains and losses may result upon determination of the Parent Company accounting principles present value of the defined benefit commitment and the fair value of The Parent Company applies the Swedish Annual Accounts Act and the plan assets. These result either from differences between the actual Swedish Financial Reporting Board’s recommendation RFR 2, Account- return and expected returns, or changes in assumptions. Changes in the ing for Legal Entities. present value of the obligations due to revised actuarial assumptions The Parent Company primarily applies the principles regarding and experience adjustments on the obligation are recorded in other consolidated financial statements described above. The discrepancies comprehensive income as remeasurements. The actual return less calcu- arising between the principles applied by the Parent Company and the lated interest income on plan assets is also included in the other com- Group result from limitations in the possibilities of applying IFRS in the prehensive income as remeasurements. Past-service costs are recog- Parent Company due to the Annual Accounts Act and, in some cases, nised immediately in income for the period. The described accounting due to taxation legislation. STENA AB 2014 23 GROUP CONT. NOTE 1 The most significant differences between the accounting principles applied by the Group and the Parent Company are shown below. The Parent Company applies RFR 2, which includes the exception in the application of IAS 39, which concerns accounting and valuation of financial contracts of guarantee in favour of subsidiaries and associated companies. According to RFR 2 the principles for defined benefit plans for in the finance net in the Income Statement. Hedge accounting is not applied. Shares in subsidiaries are recorded at acquisition cost, reduced by any impairment. Group contributions are accounted for in the income statement after the financial net. in IAS 19 does not have to be applied for a legal entity. Available for In the Parent Company, in accordance with the Swedish Annual sale shares are accounted according to the Swedish Annual Accounts Accounts Act, the equity is split between restricted and unrestricted Act 4:14d. Valuation changes in available for sale shares are accounted equity. 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are evaluated continuously and are based Assets with definite lives on historical experience and other factors, including expectations of Rights to routes and other intangible assets which are amortised are future events that are considered reasonable under the prevailing cir- tested annually for impairment when there are indicators that the cumstances. intangible asset should be impaired. Important indicators are: The Board of Directors and Company management make estimates – Significant decline in the economic environment. and assumptions concerning future developments in conjunction with – Decline of the operating result compared to historic and budgeted the preparation of the annual accounts. The resulting accounting esti- operating results. See also Note 9. mates will, by definition, rarely be equal to the actual results. Those As of 31 December 2014, the net book value of rights to routes and estimations and assumptions implying a significant risk for material other intangible assets amounts to MSEK 1,111, as compared to MSEK adjustments in the carrying amounts of assets and liabilities during the 1,079 as of 31 December 2013. next financial period are discussed below. b) Impairment testing of vessels a) Impairment testing for intangible assets The Group makes yearly an assessment of whether or not a write- According to IFRS, intangible assets are to be defined as having either down requirement exists as regards the value of vessels. See further definite or indefinite lives. Intangible assets with indefinite useful lives the description under Note 1, “Impairment of non-financial assets”. are not amortised but instead tested annually for impairment. Good- The recoverable amount is determined on the basis of calculations will, according to IFRS, has by definition an indefinite useful life and is of value in use where impairment indications has been found. These therefore not amortised. From 2014 trademarks are also considered to calculations are based on estimated future cash flows. have indefinite useful life and is no longer amortised. c) Retirement benefits Assets with indefinite useful lives The Group has defined benefit pension plans in the United Kingdom, Goodwill and trademarks is subject to annual impairment testing Sweden and the Netherlands. The pension calculations are based on according to the described accounting principle in Note 1. The recover- assumptions about discount rate, mortality rate, inflation and future able amount for cash-generating units have been determined by calcu- pension and salary increases. Changes in assumptions directly affect lating value in use. These calculations require the use of estimates the present value of the defined benefit obligation and costs and which affects future cash flows and the determination of a discount revenues associated to pensions. An analysis of sensitivity of the most rate, see Note 9. As of 31 December 2014, the net booked value of essential assumptions is presented in Note 22, Employee benefits. goodwill amounts to MSEK 2,459 as compared to MSEK 2,372 as of 31 December 2013. d) Deferred taxes In the preparation of the financial statements, Stena prepares a calcu- The net book value of trademarks amounts to MSEK 708 as of 31 lation of income tax, including a calculation of every fiscal area in December 2014 and to MSEK 704 as of 31 December 2013. which the Group operates, as well as of deferred taxes attributable to temporary differences. 24 STENA AB 2014 Deferred tax assets that are primarily attributable to tax loss carried be disclosed. These commitments arise from events that have taken forward and temporary differences are reported if the tax assets can place and their existence will be confirmed only when one or several be expected to be recovered through future taxable income. Changes uncertain future events, which do not lie entirely within the Group’s in the assumptions regarding forecasted future taxable income, as well control, take place or fail to take place. Contingent liabilities also as changes in tax rates, may result in significant differences in the valu- include present commitments where an outflow of resources is not ation of deferred taxes. likely or a sufficiently reliable estimate of the amount cannot be made. e) Provisions f) Fair value of financial instruments Generally, provisions are reported when there is an undertaking as a The Group calculates discounted cash flows for different available-for- result of a historical event, where it is likely that an outflow of sale financial assets which are not traded on an active market. resources will be required to settle the undertaking and a reliable amount can be estimated. Provisions are made to the amount that represents the best estimate g) Valuation of investment properties The fair value of an investment property can only assertively be set at of the amount required to settle the existing commitment on balance the date of sale. The valuation of investment properties is based on sheet date. Where there is doubt in the estimates referring to forth- accepted principles and assumptions, therefore, the fair value is not the coming events outside the Group’s control, the actual outcome may exact value but an estimate. In a normal market the fair value of a differ significantly. property is within a range of +/–5% to 10% and in a less liquid market When a commitment does not meet the criteria for reporting in the balance sheet, the amount can be considered a contingent liability and the range can be larger. The range of +/–5% is equal to +/– MSEK 1,468 for the Group. STENA AB 2014 25 GROUP 3. SEGMENT INFORMATION Stena is an international group that is involved mainly in ferry opera- procurement and marine engineering consultancy services as well as tions, offshore drilling, shipping, real estate and new businesses – research and development. Adactum. There are no material transactions between these operating segments. Revenue from shipping operations comprises mainly charter revenue from owned or chartered vessels as well as ship management revenue Ferry operations are operated via Stena Line, Scandlines and HH from vessels under Stena management. Direct operating costs mainly Ferries in Scandinavia, the United Kingdom, Germany, Estonia, Poland, comprise costs for vessel charter, fuel, staff, insurance and other oper- the Netherlands and Ireland. Stena Line is one of the world’s leading ationally related vessel costs. ferry operators. As at 31 December 2014, operations comprised 22 Property operations comprise investments in residential properties strategically located ferry services, 42 vessels and six ports in Scandina- and commercial properties, primarily in Sweden and the Netherlands. via, the United Kingdom and the Netherlands. In total, Stena owns and manages on behalf of affiliated companies Income is generated mainly through (i) freight – mainly comprising 2.4 million square metres mainly in Sweden. The holdings comprise revenue from freight traffic and truck traffic, (ii) ticket sales, comprising around 23,600 residential units as well as commercial properties. revenue from tickets for private individuals and private cars, package/ Stena Property is one of Sweden’s largest privately owned property charter trips and hotel accommodation; and (iii) onboard sales, mainly companies. comprising revenue from shops, restaurants, bars, gaming and, on the Revenue comprises rents from tenants in the company’s properties Norway–Denmark route, tax-free sales. The direct operating costs as well as management revenue from managed properties. The costs mainly comprise staff costs, the cost of purchasing goods sold on refer mainly to maintenance, heating and staff. board, fuel costs, vessel charter costs, commission, package trip costs and other related costs. Drilling operations are conducted by Stena Drilling, which has its head office in Aberdeen in Scotland. Stena Drilling is one of the New businesses – Adactum include long term financial involvement and investment in operations outside Stena’s core operating areas and take place through the business unit Stena Adactum. Stena Adactum is the Group’s investment company that invests world’s leading companies in the development, construction and long-term in listed and unlisted companies. The aim is to build up operation of drilling rigs and drillships. The fleet comprises two strong, profitable companies that can form a platform for new busi- third-generation and one fifth-generation semi-submersible drilling ness areas within the Stena sphere. Stena Adactum comprises five rigs and four sixth-generation drillships for ultra-deepwater operations, subsidiaries (of which four are wholly owned and one in which the of which one is an ice-class vessel. The revenue comprises revenue company has a 63% holding) and two associated companies that are from charter contracts for drilling rigs and drillships. The direct operat- listed. The subsidiaries carry on operations in five different operating ing costs are mainly staff costs, fuel costs and costs for insurance, sectors: maintenance and catering. • Blomsterlandet is a retail chain with one of the largest ranges of Shipping operations comprise ownership and leasing of oil tankers and RoRo vessels. To support operations, the company is also involved in management and manning, as well as the design, purchase, sale and redevelopment of such vessels. Stena Bulk is one of the world’s leading tanker companies. Stena Bulk develops pioneering tankers that satisfy customers’ demand for safe transport and innovative logistics. Stena Bulk controls a fleet of 116 tankers and has operations in all segments of the tanker market. Stena RoRo provides vessels, innovative solutions and project indoor and outdoor plants in Sweden. • Envac provides automated waste collection systems for households and municipal authorities and has offices in 21 countries. • Stena Renewable through which the company commence successful operations of Sweden’s largest land-based wind power generating farms. A total of 96 wind turbines have been constructed on these wind farms. • Ballingslöv is an international group operating in the kitchen, bathroom and storage sector with the ambition of becoming one management. The company’s customers are operators and ship of the leading players on the European market for these products. owners throughout the world. The company has manufacturing units in Ballingslöv, the United Northern Marine Management (NMM) is Stena’s international company in the ship management sector with its head office in Glas- Kingdom and Denmark. • Mediatec is one of the leading companies in Europe in media tech- gow in Scotland and with a global customer base. With an extensive nology, including direct transmission TV production, large screen customer portfolio and a large number of vessels under management, facilities and technical solutions for trade fairs and events. the company is a market leader in advanced ship management. The company operates a high-tech fleet of around 100 vessels from its worldwide network of offices in various cities around the world, The primary measures of profitability for these segments are the including Aberdeen, Glasgow, Gothenburg, Hamburg, Houston, “operating result” and “EBITDA”. These measures are also those Mumbai, Manila, Singapore and St Petersburg. that are reported to the Company’s supreme decision-makers. In the Stena Teknik is a joint resource for all maritime operations within Stena. Operations comprise new-builds, redevelopment projects, 26 STENA AB 2014 Other operations covers undistributed, central administration costs. Group, this function is held by the Stena AB Board of Directors, which makes all strategic decisions. Reconciliation between EBITDA and income from operations by segment Years ended 31 December MSEK Ferry operations 2013 EBITDA Depreciation and amortisation Net gain on sale of vessels Income from operation Drilling EBITDA Depreciation and amortisation Income from operation 2014 1,523 1,958 (1,253) (1,636) 2 272 322 3,335 4,120 (1,774) (2,110) 1,561 2,010 Shipping operation – RoRo EBITDA Depreciation and amortisation Net gain on sale of vessels – Tanker Property (6) EBITDA 706 863 (393) (420) Income from operation 313 443 EBITDA (90) (28) (65) Income from operation (118) (65) Income from operation 153 372 1,517 1,526 224 362 EBITDA Net valuation of investment properties Depreciation and amortisation (5) (3) Net gain on sale of investment properties 51 212 1,787 2,097 Income from operation New businesses – Adactum 23 (42) Depreciation and amortisation Total Shipping 324 (330) Income from operation Depreciation and amortisation – Other shipping 217 (282) EBITDA Depreciation and amortisation Income from operation Other EBITDA Depreciation and amortisation Total 816 809 (376) (400) 440 409 (301) (316) (25) (28) Income from operation (326) (344) EBITDA 7,723 9,284 Net valuation of investment properties Depreciation and amortisation Net gain on sale of vessels Net gain on sale of investment properties Income from operation 224 362 (4,136) (4,992) 25 51 212 3,887 4,865 STENA AB 2014 27 GROUP CONT. NOTE 3 Depreciation and amortisation by segment Years ended 31 December MSEK 2013 2014 Ferry operations 1,253 1,636 Drilling 1,774 2,110 RoRo vessels 282 330 Tanker operations 393 420 Shipping operations Other shipping 28 65 Total Shipping 703 815 Property New Businesses – Adactum 5 3 376 400 Other 25 28 Total 4,136 4,992 Depreciation and amortisation expense consists of the following components Years ended 31 December MSEK Vessels Equipment Buildings and land Ports Total tangible assets Intangible assets Total 2013 2014 3,330 4,056 498 542 42 46 119 127 3,989 4,771 147 221 4,136 4,992 Depreciation and amortisation expense include amortisation of assets under capitalised leases amounting to MSEK 39 for the years ended 31 December 2014 and 2013, respectively. Investments in tangible fixed assets by segment Years ended 31 December MSEK 2013 Ferry operations Drilling Shipping operations 28 STENA AB 2014 2014 344 856 3,361 2,769 RoRo vessels 674 152 Tanker operations 434 206 Other shipping 22 70 Total Shipping 1,130 428 Property 1,104 1,298 New businesses – Adactum 1,080 330 Other 33 18 Total 7,052 5,699 Total assets by segment As of 31 December MSEK 2013 2014 Ferry operations 17,917 18,570 Drilling 27,659 33,359 RoRo operations 2,725 3,252 Tanker operations 6,864 8,149 Shipping operations Other shipping operations Total Shipping Property New businesses – Adactum 724 762 10,313 12,163 29,969 31,692 9,534 10,012 Other 12,820 20,021 Total 108,212 125,817 Geographic information The Groups shipping operations within Stena RoRo and Stena Bulk are Scandinavia and the rest of Europe. The Company’s drilling operations mainly conducted between ports all over the world by short- and long- are conducted in the North Sea (Scandinavia and Europe, respectively) term contracts. These activities are not allocated to a geographic area. but also in markets outside Europe. The Company’s investments in The ferry operations and the property operations are conducted in SPEs are included in Other markets. Total revenue per geographic area As of 31 December MSEK Scandinavia 2013 2014 13,164 13,620 Europe, other 8,085 9,811 Other markets 6,594 7,846 Shipping Total 2,397 2,286 30,240 33,563 Total assets per geographic area As of 31 December MSEK 2013 2014 Scandinavia 39,492 40,908 Europe, other 29,634 31,399 Other markets 12,610 20,895 Shipping Total 26,476 32,615 108,212 125,817 STENA AB 2014 29 GROUP 4. SALE OF TANGIBLE FIXED ASSETS Years ended 31 December MSEK Vessels 2013 Sales price 335 Net book value (310) Net gain on sale of vessels Investment properties 25 Sales price Net book value Net gain on sale of properties Total 2014 Sales price Net book value of assets sold Total gain 295 704 (244) (492) 51 212 630 704 (554) (492) 76 212 Total sales price include sales costs of MSEK 6 in 2014 and MSEK 2 in 2013, which is not included on the line “Cash proceeds from sale of t angible fixed assets” in the consolidated statement of cashflow for 2014 and 2013, respectively. Furthermore, the vessel Stena Baltica was sold as a hire-purchase contract during 2013 which also is an explanation by comparison with the consolidated statement of cashflows, MSEK 17 and (155) in 2013. No vessels have been sold during 2014. 5. ADMINISTRATIVE EXPENSES For the year ended 31 December 2014, administrative expenses include R&D costs amounting to MSEK 42. For the year ended 31 December 2013, administrative expenses include R&D costs amounting to MSEK 74. Fees and other remuneration to auditors and advisors are set forth below: Years ended 31 December Fees to the auditors Audit fees 2013 2014 20 23 Audit-related fees 2 Tax advisor services 2 Other fees 1 1 23 30 Total Audit fees to other auditing firms Group Total 1 1 24 31 Audit fees relate to examination of the annual report, financial services required by enactment, articles of association, regulations or accounting and the administration by the Board and the President as agreement. Tax services include both tax consultancy and tax compli- well as other tasks related to the duties of a company auditor. The ance services. Other fees are other assigments. audit operation includes, except the audit, other quality assurance 30 STENA AB 2014 4 6. PARTICIPATIONS IN ASSOCIATED COMPANIES, JOINT VENTURES AND OTHER COLLABORATIVE ARRANGEMENTS All associated companies, joint ventures and other collaborative arrangements are reported under this heading. Three joint operations The Company´s share of results amounted to MSEK 15 in 2014 and MSEK 12 in 2013. have been identified under other collaborative arrangements but none As of 31 December 2014 and 31 December 2013, the investment in of these are assessed to be of a material nature. Associated companies Gunnebo AB (publ) represents 26.1% of the capital and the votes. The and joint ventures are reported according to the equity method whilst market value of the investment as of 31 December 2014 and 2013 was joint operations are reported according to the proportional method. MSEK 748 and MSEK 794, respectively. The Company´s share of results See also Note 1 under the heading “Participations in associated com- in 2014 amounted to MSEK 59 and MSEK 27 in 2013. panies, joint ventures and other collaborative arrangements”. Associated companies are divided into strategic holdings and other holdings. The result from other holdings more directly attributable to The investments in Midsona AB (publ) and Gunnebo AB (publ) are pledged as security for bank debt. In 2011, the subsidiary Stena Investment Sarl invested MSEK 106 in operations is reported under direct operating costs whilst strategic Wisent Oil & Gas Plc, which is an oil exploration company. The value of holdings are reported under net financial income/expense under the the investment as of 31 December 2011 was MGBP 10. During 2012 heading “Share of associated companies result”. Stena Investment Sarl invested further MGBP 7. During 2013 the shares The Group has three holdings that are regarded as strategic: Midsona AB (publ), Gunnebo AB (publ) and Wisent Oil & Gas Plc. As of 31 December 2014 and 31 December 2013, the investment in were written down by MSEK 48 and in 2014 the remaining booked value has been written down amounting to MSEK 79. The Company´s share of results in 2014 amounted to MSEK 0 and MSEK (42) in 2013. Midsona AB (publ) represents 23.5% of the capital and 25.1% of the As per 31 December 2014 and 2013 the investment represents 30% of votes. The total market value of the investment as of 31 December the capital and votes. 2014 was MSEK 167. As of 31 December 2013 the total share of the market value was MSEK 155. Amounts recorded in the balance sheet are as follows: As of 31 December MSEK 2013 2014 Strategic holdings 934 922 Other holdings 135 7 Joint ventures 405 506 1,474 1,434 Total Amounts recorded in the income statement are as follows: Years ended 31 December MSEK 2013 Strategic holdings (110) 10 (10) (89) Other holdings Joint ventures Total 2014 67 (18) (53) (97) STENA AB 2014 31 GROUP CONT. NOTE 6 Strategic holdings Years ended 31 December MSEK Opening balance 2013 2014 1,073 934 Investments 3 Disposals (2) Result from associated companies – Share of profit – Write down (3) 74 (48) (79) – Other Other comprehensive income (59) 15 Dividend (23) (25) Exchange differences (4) 2 Other changes (2) Closing balance 934 922 For the years ended 31 December 2014 and 2013, investments reported according to the equity method include goodwill amounting to MSEK 342, respectively. The Group’s share of the results of its associates and its total assets (including goodwill) and liabilities are as follows: MSEK Country of incorporation Assets Liabilities Equity Revenues Profit/ (loss) % Interest held Group result Book value 2013 Midsona AB (publ) Sweden 1,172 462 710 916 51 24% 12 128 Gunnebo AB (publ) Sweden 4,335 2,872 1,463 5,271 102 26% 27 729 Jersey 68 13 55 (146) 30% (90) 77 (51) 934 Group result Book value Wisent Oil & Gas Plc Total MSEK Country of incorporation Assets Liabilities Equity Revenues Profit/ (loss) % Interest held 2014 Midsona AB (publ) Sweden 1,199 448 751 920 64 24% 15 141 Gunnebo AB (publ) Sweden 4,825 3,131 1,694 5,557 227 26% 59 781 Jersey 57 4 53 (2) 30% (79) Wisent Oil & Gas Plc Total (5) 922 For practical reasons Midsona and Gunnebo are included in the consolidated figures for the Stena AB Group with a certain time lag, normally one quarter. 32 STENA AB 2014 Summary of information about the Group’s share of income and comprehensive income Below is the financial summary of the information related to the Group’s strategic associated companies that are reported using the equity method. The information refers to the Stena AB Group’s share of the amounts reported in the associated companies year-end accounts, adjusted for differences in accounting principles between the Group and the associated companies. Years ended 31 December MSEK 2013 Net income 2014 (3) 74 Other comprehensive income (59) 15 Total (62) 89 Other holdings Years ended 31 December MSEK Opening balance Investments 2013 2014 128 135 18 Disposals (26) Result from associated companies – Share of profit (10) (108) – Write down – Other 19 Other comprehensive income Dividend Exchange differences (1) 7 Other changes (20) Closing balance 135 7 The Group’s share of the results of its associates and its total assets and liabilities are as follows: MSEK Country of incorporation Assets Liabilities Equity Revenues Profit/ (loss) % Interest held Liberia 517 392 125 97 (17) 35% Group result Book value 2013 Paradise Tankers Corporation Total MSEK Country of incorporation Assets Liabilities Equity Revenues Profit/ (loss) % Interest held 701 764 (63) 163 (55) 35% (6) 106 (6) 106 Group result Book value 2014 Paradise Tankers Corporation Shining Sunrise Pte Ltd Liberia Singapore (88) Total (88) In two of the holdings there are unaccounted result of shares amounting to MSEK (23) for 2014 and accumulated MSEK (23) at 31 December 2014. During 2014 all shares in Paradise Tankers Corporation has been sold. STENA AB 2014 33 GROUP CONT. NOTE 6 Summary of information about the Group’s share of income and comprehensive income Below is the financial summary of the information related to the Group’s other holdings that are reported using the equity method. The information refers to the Stena AB Group’s share of the amounts reported in the companies’ year-end accounts, adjusted for differences in accounting principles between the Group and the companies. Years ended 31 December MSEK Net income 2013 2014 (10) (108) (10) (108) Other comprehensive income Total Joint ventures Years ended 31 December MSEK 2013 2014 321 405 31 90 59 (27) 8 9 Dividend (9) (37) Exchange differences (5) Opening balance Investments Disposals Result from joint ventures – Share of profit – Write down – Other Other comprehensive income 98 Other changes (32) Closing balance 405 506 The Group’s share of the result in joint ventures and its assets and liabilities are as follows: Country of incorporation Assets Liabilities Equity Nordic Rio LLC Marshall Islands 294 159 Naviation Gothenburg LLC Marshall Islands 573 551 Glacia Limited Bermuda 402 185 Northern Marine Australia Ltd MSEK Revenues Profit/ (loss) % Interest held Group result Book value 135 51 22 81 33 50% 11 53 41 50% 7 216 71 13 24 50% 12 108 2013 Australia 4 3 1 2 Partrederiet SUST I DA Norway 308 138 170 79 (19) 50% Partrederiet SUST III DA Norway 323 149 174 122 3 50% Denmark 414 222 192 2,807 94 50% Stena Weco AS 34 STENA AB 2014 50% (12) 42 62 49 127 67 405 MSEK Country of incorporation Assets Liabilities Equity Revenues Profit/ (loss) % Interest held Group result Book value 2014 Nordic Rio LLC Marshall Islands 347 327 20 53 31 50% (53) 4 Naviation Gothenburg LLC Marshall Islands 644 605 38 86 45 50% 7 4 Glacia Limited Bermuda 499 199 299 79 32 50% 16 150 Northern Marine Australia Ltd Australia 40 30 10 129 10 50% 5 5 Noway 348 13 335 62 (37) 50% (21) 122 Partrederiet SUST I DA Partrederiet SUST III DA Stena Weco AS Norway 313 114 200 38 (41) 50% (23) 73 Denmark 587 361 226 3,424 103 50% 51 149 (18) 506 Summary of information about the Group’s share of income and comprehensive income Below is the financial summary of the information related to the Group’s joint ventures that are reported using the equity method. The information refers to the Stena AB Group’s share of the amounts reported in the companies’ year-end accounts, adjusted for differences in accounting principles between the Group and the companies. Years ended 31 December MSEK Net income 2013 2014 67 (18) 67 (18) Other comprehensive income Total STENA AB 2014 35 GROUP 7. FINANCE NET Years ended 31 December MSEK 2013 2014 Share of associated companies result (see Note 6) (51) (5) 43 Dividends received from share holdings 48 Dividends received from financial fixed assets 12 11 Total Dividends 60 54 Realised result from sale of trading shares Realised result from sale of available sale shares (52) (5) 70 247 Realised result from sale of financial instruments measured at fair value through the income statement 223 38 Realised result from security investments 119 (32) Unrealised result from sale of trading shares 20 (166) Unrealised result from sale of financial instruments measured at fair value through the income statement 64 2 444 84 Interest income from investments in SPEs 207 262 Interest income 282 213 Total Interest income 489 475 Total Gain (loss) on sale of securities Interest expense from investments in SPEs (127) (64) Interest expense (2,259) (2,459) Total Interest expense (2,386) (2,523) Exchange differences pertaining to trading operations (4) 50 Translation difference (37) 105 Total Foreign Exchange Gain (loss) (41) 155 Amortisation of deferred finance costs (97) (148) Commitment fees (38) (49) Bank charges (23) (24) Other financial items (26) (29) Other financial expenses from investments in SPE’s Total other financial income/expense Finance net (70) (56) (254) (306) (1,739) (2,066) There has been no material inefficiency in our cash-flow hedges. Amortisation of deferred finance cost are the capitalisation of the finance cost related to long-term loans and lease agreements amortised over the particular period of the loan. See Note 30. 36 STENA AB 2014 8. INCOME TAXES Income before taxes is distributed geographically as follows: Years ended 31 December MSEK Sweden 2013 2014 86 1,191 Rest of the world 2,062 1,608 Total income before taxes 2,148 2,799 Current tax For the period, Sweden For the period, rest of the world Adjustments previous years, rest of the world Total current tax (19) (77) (213) (365) (55) (7) (287) (449) 234 (67) (1) 15 Deferred tax For the period, Sweden Adjustments previous years, Sweden For the period, rest of the world Adjustments previous years, rest of the world Total deferred tax Total income taxes (14) 41 (170) 52 49 41 (238) (408) Difference between the statutory tax rate in Sweden and the effective tax rate, percentage: Years ended 31 December Percentage Statutory income tax rate Sweden 2013 2014 22 22 Differences in foreign tax rates 7 1 Taxes related to previous years 1 2 (5) (2) Increase in loss carried forward without recognition of deferred tax Expenses not deductible Non-taxable income Utilised tax losses carried forward Restructuring Change in tax rate, net Other Effective income tax rate 1 1 (2) (1) 1 1 (18) (10) (1) (1) 5 2 11 15 The principle reason why the effective income tax rate is lower than the statutory income tax rate for 2014 and 2013 is that the international shipping activities and capital gains, sales of financial instruments, are to a large extent tax exempt in many countries. During 2013 the Company reversed provisions for law suits that has gained legal force. STENA AB 2014 37 GROUP 9. INTANGIBLE FIXED ASSETS MSEK Other in tangible assets Total 759 10 4,976 98 46 Goodwill Trademarks Rights to routes Distribution agreements IT investments 2,333 830 730 314 Acquisition costs Opening balance as per 1 January 2013 Additions 231 Disposals Transfers Translation differences Closing balance as of 31 December 2013 Purchase of company (Note 29) (39) (85) 61 10 26 3 12 1 1 43 2,505 833 803 314 829 57 5,341 14 38 72 2 77 5 156 (34) (4) (38) 24 Additions Disposals Transfers 18 Translation differences 58 4 2,605 Closing balance as of 31 December 2014 375 (39) (14) (25) 4 80 7 18 9 176 (3) 837 955 298 894 81 5,670 (132) (106) (32) (182) (605) (10) (1,067) (4) (1) (2) (1) (8) Accumulated amortisation Opening balance as per 1 January 2013 Translation differences Disposals Transfers Translation differences (133) 3 (45) (25) (55) (129) (77) (207) (629) (14) (6) (11) (24) 36 36 7 (20) Current year amortisation Closing balance as of 31 December 2014 38 STENA AB 2014 (147) (22) Disposals Transfers 33 3 Current year amortisation Closing balance as of 31 December 2013 33 (146) (129) (11) (1,186) 25 (2) 3 (115) (46) (60) (221) (206) (234) (666) (11) (1,392) Net book value as of 31 December 2013 2,372 704 726 107 200 46 4,155 Net book value as of 31 December 2014 2,459 708 749 64 228 70 4,278 Goodwill is allocated to the Group’s cash-generating units The discount rate used in the impairment testing of goodwill within (CGUs) identified by segment. A segment-level summary of the ferry operations was 6% before tax. The growth rate for revenues has goodwill allocation is presented below. been individually assessed for each company or route and fluctuates between 2–5% until 2019 and 0–2% thereafter. As of 31 December MSEK As of 31 December 2014, the recoverable values based on value in 2013 2014 use of the cash generating units were found not to fall short of their 1,903 1,978 net booked values in any test and therefore the related goodwill was 430 437 Other 39 44 Total 2,372 2,459 New businesses – Adactum Ferry operations not impaired. A number of sensitivity tests have been made in order to examine possible need for impairment. For these sensitivity tests the used discount rate was 2% higher than above described discount rate. Impairment testing of goodwill is conducted annually and whenever Also when applying these estimates no goodwill impairment is conditions indicate that impairment may be necessary. The recoverable indicated for material cash generating units. value for cash generating units is based on the calculated value in use. The key assumptions used for calculated value in use are discount rate Trademarks and growth rate. Trademarks are mainly related to the segment Adactum. During 2014 The discount rate before tax used in Adactum was 6–8%. The impairment testing has been performed for all trademarks within growth rate for revenues used in Adactum has been individually Adactum. The tests have been performed according to the same assessed for each company and year until 2023. During this period procedure as for establishing the recoverable value for goodwill, see growth rate fluctuates between 3–5% until 2017 and 2% after 2017 description above. The discount rate before tax used for the individual until 2023. For subsequent periods revenues is estimated to have a trademarks was 6–8% and the growth rate for revenues used until growth corresponding to 1.5%, based on reasonable prudence. year 2017 was 3–5%. For subsequent periods revenues is estimated An extended time for prognosis can be verified as all companies to have a growth corresponding to 2%. None of the performed tests have been in operation for a substantial time and have a well-estab- indicated any impairment for trademarks. As from 2014 no deprecia- lished business model. Adactum has a long-term ownership perspec- tions are made on trademarks within Adactum since they are assessed tive and are working to further develop the companies through active to have an indeterminable useful life. ownership and financial strength without any disposals of companies. The same principles were applied within Adactum last year. STENA AB 2014 39 GROUP 10. TANGIBLE FIXED ASSETS MSEK Vessels Construction in progress Other equipment1) Windmills1) Buildings and land Total 61,049 2,647 5,692 507 1,522 71,417 Acquisition costs Opening balance as per 1 January 2013 Purchase of company (Note 29) 258 Additions 2,510 Disposals Transfers 74 395 56 6,045 2,482 243 (2,211) (161) (110) (29) (12) (2,523) 1,089 (2,484) (174) 1,085 (19) (503) (35) (34) 22 62,660 2,450 5,747 Additions 1,588 2,134 420 Disposals (1,053) (109) Transfers 867 (1,075) Translation differences Closing balance as of 31 December 2013 17 (30) 2,317 1,627 74,801 3 76 4,221 (292) (63) (1,517) 171 37 Purchase of company (Note 29) Translation differences Closing balance as of 31 December 2014 754 63 92 92 9,962 569 528 118 11,177 74,024 3,969 6,666 2,320 1,795 88,774 (20,341) (3,826) (113) (630) (24,910) (46) (41) 1,990 101 Accumulated depreciation Opening balance as per 1 January 2013 Purchase of company (Note 29) Disposals 16 (3) (90) 5 2,112 Translation differences 28 (37) (9) (18) Transfers (5) 264 14 273 Current year depreciation Closing balance as of 31 December 2013 (3,330) (392) (106) (42) (3,870) (21,704) (3,931) (203) (665) (26,503) 1,119 266 63 1,448 (36) (3,579) Purchase of company (Note 29) Disposals Translation differences (21) (3,242) Transfers Current year depreciation Closing balance as of 31 December 2014 (21) (301) (15) 5 (10) (4,056) (10) (416) (116) (46) (4,644) (27,883) (25) (4,403) (314) (684) (33,309) Net book value as of 31 December 2013 40,956 2,450 1,816 2,114 962 48,298 Closing balance as of 31 December 2014 46,141 3,944 2,263 2,006 1,111 55,465 1) Recorded as equipment in the balance sheet The insured value of the whole vessel fleet as of 31 December 2014 and MSEK 51 for the years ended 31 December 2014 and 2013, 2013. respectively. The amount of interest capitalised on windmill projects As of 31 December 2014, construction in progress includes new orders of two IMOIIMAX-vessels and one drilling rig. The drilling rig were ordered from Samsung in South Korea on the 26 June 2013 for and on windmills was MSEK 8 and MSEK 26 for the years ended 31 December 2014 and 2013, respectively. Valuation certificates issued on 31 December 2014 by independent delivery during second half-year 2016. The two IMOIIMAX-vessels are valuation institutions indicate that the values in the vessel fleet exceeds expected to be ready in the beginning of 2017. Construction in pro- net book value with MSEK 4,082, as compared to MSEK 5,315 as of 31 gress also includes investments in windmills in Sweden. December 2013. Altogether the vessel orders amounts to MSEK 6,139. In the closing value for construction in progress an advance of MSEK 1,791 to the shipyard and MSEK 299 for windmill projects are included. Capitalised interest of MSEK 152 and other capitalised costs of MSEK 1,702 are also included. 40 STENA AB 2014 The amount of interest capitalised on vessel projects was MSEK 109 was MSEK 60,686, as compared to MSEK 52,837 as of 31 December Part of the vessels net booked value refers to vessels held in accordance with financial leasing agreements, see Note 25. 11. PORTS MSEK Ports Acquisition costs Opening balance as per 1 January 2013 2,738 Revaluation 122 Additions 1 Disposals (2) Transfers 461 Translation differences 25 Closing balance as of 31 December 2013 3,345 Additions 183 Disposals (66) Transfers 2 Translation differences 389 Closing balance as of 31 December 2014 3,853 Accumulated depreciation Opening balance as per 1 January 2013 (922) Revaluation 1,241 Disposals 2 Translation differences (13) Transfers (273) Current year depreciation (119) Closing balance as of 31 December 2013 (84) Disposals 58 Translation differences (11) Current year depreciation (127) Closing balance as of 31 December 2014 (164) Net book value as of 31 December 2013 3,261 Net book value as of 31 December 2014 3,689 The group owns ports in Sweden, the United Kingdom and the was made in regards to the port located in the Netherlands. The net Netherlands. Ports are used in our own regime and includes ports, value of the transfer was MSEK 188. terminal buildings etc. As of 1 January 2013 the group changed accounting principle in regards to valuation of ports from cost method to revaluation method. It had an effect of MSEK 1,363 increase in value of ports, MSEK 122 In determining fair value independent assessors was used for the ports in the United Kingdom and the Netherlands. In determining fair value of ports in Sweden an internal valuation model was used. The closing balance as of 31 December 2014 would have been allocated at cost and MSEK 1,241 allocated at depreciation. In conjunc- MSEK 2,259 if ports were valued at acquisition cost less accumulated tion to the revaluation, a transfer from equipment and land to ports depreciations compared to MSEK 1,939 as of 31 December 2013. STENA AB 2014 41 GROUP 12. INVESTMENT PROPERTIES As of 31 December MSEK Opening balance as of 1 January at fair value 2013 2014 26,367 27,626 Additions 809 746 Reclassification of construction in progress 289 369 (239) (518) Disposals Unrealised fair value adjustments 224 362 Translation differences 176 360 27,626 28,945 Opening balance as of 1 January at fair value 291 205 Additions 203 550 (289) (369) 205 422 27,831 29,367 Fair value as of 31 December Investment Properties – Construction in progress Reclassification of construction in progress Translation differences 36 Closing balance at fair value Total fair value of Investment properties as of 31 December Investment Property – impact on the result For the years ended 31 December MSEK 2013 2014 Rental Income 2,396 2,428 Direct cost (848) (835) Valuation of investment properties Total Investment properties are residential and commercial properties. Valuation of the investment properties is performed at year end and 362 1,772 1,955 The estimated market value of investment properties is MSEK 29,367 whereof MSEK 25,001 are attributable to Swedish properties. Last year at each quarter by assessing each individual property’s fair value. The the estimated market value of investment properties was MSEK 27,831 valuation method is based on the direct yield method and the net whereof MSEK 24,007 was attributable to Swedish properties. operating income is based on market rental income with a deduction To guarantee the valuation, external valuations have been obtained for rental vacancy level of 0–1% for residential properties and 0–15% from DTZ for the Swedish properties. The external valuations cover for commercial properties. In the assessment consideration of type of 39% of the total property value in absolute terms but these selected property, technical standard and type of construction has been taken. properties represent 64% of the properties in terms of property types, The assessment of the yield requirements is based on the market yield technical standard and building design. requirements in respect of the purchase and sale of comparable prop- External valuations have been performed on 29% of the investment properties outside Sweden. erties in similar locations. At the valuation as of 31 December 2014, the following rates of A comparision between the internal and external valuations reveals that the internal valuation are within a normal +/– 10% range compared returns have been used: Rate of return % 42 STENA AB 2014 224 Location Residential Commercial Sweden 2.50–6.00 5.00–8.00 Eurozon n/a 5.5–12.5 to the external valuation. 13. INVESTMENT IN SPES Since late 2002, the Company has invested in variable interest entities years 2004, 2006, 2007, 2012 and 2014. The CLOs 2004 and 2007 (“SPEs”) managed by Canyon Capital, USA. The SPEs have invested in were unwind during year 2014 and have been almost fully payed out. different debt securities, including high yield bonds. The SPEs have issued debt securities which are secured by their assets. The Company’s risk is limited to its equity investment. During year 2014 the Company has had investments in five different CLOs (“Collateral Loan Obligation”). The CLO:s were started during the The non-controlling interest for the CLO2006 is 11% and for the CLOs 2012 and 2014 both it’s 20%. For the unwind CLO2004 the non-controlling interest is 8% and for the CLO2007 5%. The assets and liabilities of the SPEs are consolidated in our financial statements, although the debt of the SPEs is a non-recourse to the Company. The consolidation of the SPEs has had the following impact: Years ended 31 December MSEK Earnings attributed to Equity holders of the Parent Company Non-controlling interest Net income Investments in SPEs1) 2013 2014 115 82 14 11 129 93 4,311 8,112 385 451 Other assets 58 156 Total assets 4,754 8,719 612 897 Short-term investments2) Shareholders’ equity Minority interest Total shareholders’ equity Debt of SPEs3) Other debt 27 21 639 918 3,944 7,540 171 261 Total liabilities 4,115 7,801 Total shareholders’ equity and liabilities 4,754 8,719 As of 31 December MSEK 2013 2014 The investment in SPEs are classified as follows: Corporate Fixed Income Bonds are classified as “available for sale” and revalued in other comprehensive income 219 214 Senior Bank Debt are classified as “held to maturity” and are kept at cost in the balance sheet 4,092 7,898 Total 4,311 8,112 1) C orporate Fixed Income Bonds are recorded at market value with realised gains and losses recorded to profit and loss. “Available for sale” investment securities are recorded at market value with unrealised gains and losses recorded to comprehensive income. The corporate loans are recorded at cost in the balance sheet and tested for impairment at each reporting date. The market value of the corporate loans is MSEK 115 (2013: 39) lower than cost. 2) R efers to cash and cash equivalents in the SPEs. This cash is not available to the Company and is therefore included as restricted cash. 3) D ebt of SPEs refers to secured notes issued by the SPEs and secured bank loans borrowed by the SPEs. These obligations are secured by pledges of the assets of the SPEs and are not guaranteed by the Stena AB Group. STENA AB 2014 43 GROUP 14. MARKETABLE SECURITIES As of 31 December MSEK 2013 2014 Opening balance 5,118 4,243 Additions 2,057 3,208 Disposals (3,123) (2,802) (335) (22) Revaluation of financial assets through other comprehensive income 398 (97) Translation differences 128 317 4,243 4,847 2013 2014 Revaluation of financial assets through the income statement Investment at the end of year MSEK Marketable securities are classified as: Financial assets at fair value through the income statement 898 1,244 Available-for-sale financial assets, valued in other comprehensive income 3,345 3,603 Total 4,243 4,847 Marketable securities refer to the Stena AB groups listed shares, funds and bonds, these are recorded at fair value. As of 31 December 2014 shares with a book value of MSEK 352 have been pledged as security for bank debt. As of 31 December 2013, shares with a book value of MSEK 1,015 were pledged as security for bank debt. Marketable securities are classified as follows: MSEK Industrial sector 2013 2014 1,023 1,651 Banks 298 643 Funds 472 629 Retail 238 405 Oil & Gas 505 239 Pharmaceuticals 276 204 Oil & Gas Services 261 187 Software solution 122 152 Food 65 130 Shipping 87 91 Power and automation technology 13 70 Electronics 63 61 Biotechnology 62 61 Metal fabricate/hardware 50 51 Machinery 51 46 CDO/CLO Equipment 36 Construction 81 Real estate 81 26 Telecommunication 66 25 Insurance services 22 Financial services 99 19 Energy production 77 19 53 18 Mining Health care products 19 Infrastructure 14 Automanufactures 86 Internet 38 Media 24 Forest products/paper 21 Investment companies 14 Construction 12 Agriculture Total listed shares 44 STENA AB 2014 29 5 4,243 4,847 15. OTHER NON-CURRENT ASSETS MSEK Opening balance as per 1 January 2013 Deferred tax assets Other receivables Available for sale shares Deferred costs Total 1,048 550 1,034 373 3,005 Additions 76 651 121 74 922 Disposals (483) (78) (41) (45) (647) (67) (197) Revaluation through the income statement Revaluation through other comprehensive income Reclassification Translation differences (15) (6) (124) (15) 135 120 (22) (5) (42) 1 27 17 Closing balance as of 31 December 2013 627 1,107 1,137 Additions 257 546 Disposals (93) (64) Revaluation through the income statement 284 18 Revaluation through other comprehensive income 448 Reclassification Translation differences Closing balance as of 31 December 2014 45 335 3,206 47 409 1,259 (72) (129) (358) 302 448 (17) 24 78 128 86 66 358 7 852 2,473 1,216 681 5,222 Deferred tax assets mainly relate to unutilised tax losses carried forward. Reclassifications include netting against deferred tax liabilities. See Note 8. Other receivables related to holdings of non-listed shares, other associates and bonds. Available for sale shares include investment in non-listed shares. These shares are accounted for as Available for sale shares valued through the comprehensive income. Available for sale shares MSEK No. of shares or % held Book value 3,345,231 40 Held by parent company Alligator Spibertech 2,700 11 Total available for sale shares in the Parent company 51 Held by subsidiaries ING Dutch Office Funds C.V. The Netherlands 6.4% 673 Airport Real Estate Basis Fonds C.V. The Netherlands 20% 352 Iofina Convertible Loan United Kingdom 100% 117 Other 23 Total available for sale shares 1,216 16. INVENTORIES As of 31 December MSEK 2013 2014 Bunker and lubricating oil 117 129 Inventories of goods for sale 228 239 Raw materials and consumables 209 232 Products in progress 29 86 Finished products 133 160 Total 716 846 STENA AB 2014 45 GROUP 17. SHORT-TERM RECEIVABLES As of 31 December MSEK 2013 2014 Trade debtors Accounts receivable are classified on the basis of their due date: Outstanding but not due 2,168 2,154 Due up to 30 days 327 407 Due more than 30 days 354 282 2,849 2,843 Total Other current receivables 7 198 Other short-term receivables Related parties (Note 33) 1,786 2,233 Total 1,793 2,431 Prepaid expenses and accrued income Prepaid expenses 591 591 Accrued income 1,579 1,774 Total 2,170 2,365 Total short-term receivables 6,812 7,639 Book value of trade debtors corresponds to fair value. The total allowance for doubtful trade receivables was MSEK 49 as of 31 December 2014 and MSEK 116 as of 31 December 2013. Selling expenses as of 31 December 2014 include costs for doubtful receivables of MSEK 82 and MSEK 28 as of 31 December 2013. 18. SHORT-TERM INVESTMENTS As of 31 December MSEK Marketable debt and equity securities, trading 2013 2014 348 272 Restricted cash 1,346 976 Total 1,694 1,248 Book value of Short-term investments corresponds to fair value. Restricted cash as of 31 December 2014 includes MSEK 451 of cash Marketable debt and equity securities are classified as “Financial assets and cash equivalents in the SPEs (see Note 13) which is not available to at fair value through profit or loss”. the Company. As of 31 December 2013 such restricted cash amounted Certain marketable debt and equity securities and restricted cash to MSEK 385. Other restricted cash represents bank accounts that have amounting to MSEK 11 at 31 December 2014 and MSEK 118 at 31 been pledged to cover various long-term liabilities and commitments December 2013 have been pledged as security for bank debt. of the Company. See Note 28. 19. CASH AND CASH EQUIVALENTS As of 31 December MSEK Cash & bank Short term deposits Total Short-term deposits are defined as bank deposits that have original maturities of up to three months. 46 STENA AB 2014 2013 2014 1,977 2,255 76 1,251 2,053 3,506 20. EQUITY Dividends paid per share (SEK) 2013 3,780 2014 4,000 Specification of the reserves MSEK Fair value reserve Hedging reserve (141) (927) Opening balance as per 1 January 2013 Revaluation reserve Total (1,816) (2,884) 1,012 1,012 Effects of changes in accounting principles1) Change in fair value reserve, net of tax Translation reserve 366 366 Change in hedging reserve, net of tax (37) – valuation of bunker hedges (37) – valuation of interest hedges 916 916 – valuation of currency hedges (34) (34) – hedge of net investment in foreign subsidiaries (123) (123) Change in revaluation reserve, net of tax Change in translation reserve, net of tax Closing balance as of 31 December 2013 Change in fair value reserve, net of tax (20) (20) 225 (205) 992 414 414 (1,402) (390) (119) (119) Change in hedging reserve, net of tax – valuation of bunker hedges (537) (537) – valuation of interest hedges (951) (951) – valuation of currency hedges 196 196 (283) (283) – hedge of net investment in foreign subsidiaries Change in revaluation reserve, net of tax Closing balance as of 31 December 2014 80 80 Change in translation reserve, net of tax 106 (1,780) 1,072 3,191 3,191 1,789 1,187 1) Effect of change in valuation method for ports to revaluation method Fair value reserve Revaluation reserve This reserve arises on the valuation of available-for-sale financial assets. This reserve includes revaluation of ports. The revaluation amount When an available-for-sale asset is sold, the portion of the reserve that consists of the fair value of the ports at the time of revaluation. relates to that financial asset, and is effectively realised is recognised in Concurrently with depreciations of ports the revaluation reserve is the income statement. When an available-for-sale asset is impaired, released with the same amount as the depreciation of the surplus the portion of the reserve that relates to that financial asset is recog- value from the revaluation. nised in the income statement. If the carrying value of the port is higher due to revaluation, the increase in value will be accounted for in other comprehensive income. Hedging reserve Hedge accounting is applied on purchase of bunker fuel, interest costs, If the carrying amount of the port is lower due to revaluation, the decrease in value will be accounted for in the income statement. transactions in other currency than functional currency and investments in subsidiaries. The reserve contains gains and losses that arise from hedge revalua- Translation reserve Exchange differences relating to the translation from the functional tions that is considered effective hedges. The cumulative deferred gain currencies of the Stena Group’s foreign subsidiaries into SEK are or loss is recognised in the income statement when the hedged trans- accumulated to the translation reserve. Upon the sale of a foreign action impacts the income statement. operation, the accumulated translation amounts are recycled to the income statement and included in the gain or loss on the disposal. STENA AB 2014 47 GROUP 21. DEFERRED TAXES As of 31 December MSEK 2013 2014 Tangible fixed assets 4,292 4,275 Financial fixed assets 181 177 Provisions 425 569 Deferred tax liabilities Other Total deferred tax liabilities 61 88 4,959 5,109 Deferred tax assets Tangible fixed assets 277 291 2,304 2,898 Financial fixed assets 101 169 Provisions 130 111 Tax loss carried forward Other 4 7 Less deferred tax assets not recognised (1,170) (1,375) Total deferred tax assets recognised 1,646 2,101 Net deferred tax liability 3,313 3,008 Whereof reported as Deferred tax assets (Note 15) Deferred tax liabilities 627 852 3,940 3,860 Deferred taxes have been calculated net on a country basis. Net deferred tax assets are shown as Other non-current assets. Calculation of deferred taxes is based on local nominal tax rate. MSEK Taxes charged to income statement 2013 2014 Taxes charged to other comprehensive income Taxes charged to other comprehensive income Total taxes Taxes charged to income statement Total taxes Current taxes (287) (287) (450) Deferred taxes (49) (321) (272) 42 507 549 (238) (321) (559) (408) 507 99 (450) Gross value of tax loss carried forward: As of 31 December MSEK 2013 2014 Sweden 4,434 4,564 Rest of the world 6,499 7,960 10,933 12,524 Total Out of total tax loss carried forwards as of 31 December 2014, MSEK 7,844 can be carried forward indefinitely, compared to MSEK 6,709 as of 31 December 2013. Tax loss carried forward of MSEK 4,680 expire between 2015 and 2023. Total unaccounted tax loss carried forward amounts to MSEK 6,022 in 2014 and MSEK 5,364 in 2013. 48 STENA AB 2014 22. EMPLOYEE BENEFITS Post-employment benefits, such as pensions, healthcare and other provisional figures illustrating the Group´s share of the deficit at approxi- benefits are mainly settled by means of regular payments to independ- mately 19%. It is estimated that, after taking into account the deficit ent authorities or bodies that assume pension obligations and adminis- contributions that the Group has paid from 2001 to 2012, some of the ter pensions through defined contribution plans. The remaining post- contributions paid may be repayable, and based on the funding deficit as employment benefits are defined benefit plans; that is, the obligations of 31 March 2012, the Group will have no further deficit contributions to remain within the Company. Costs and obligations at the end of a pay over the life of the existing recovery plan. The payments made by period for defined benefit plans are calculated based on actuarial the Group during 2011 and 2012, amounting to MGBP 29, were paid assumptions and measured on a discounted basis. The assumptions into an escrow account, and cannot be used by any other member of the include discount rate, inflation, salary growth, long-term return on plan. The balance on the escrow account is recognised as a reduction of plan assets, mortality rates and other factors. Discount rate assump- the net debt. The reduction of the share to 19% has been accounted for tions are based on long-term high quality bonds, government bond in the Group from 2013 and the impact of reduced net debt is recog- yield and, for Sweden, mortgage bonds at year end. The assets consist nised in Other comprehensive income. mainly of long-term high corporate bonds, government bonds and Stena Line Ltd’s company scheme provides benefits which are linked equities and the asset allocation for each pension scheme is defined in to each members final salary at the earlier of their date of leaving or an investment policy document. Defined benefits plans relate mainly to retirement. The benefits provided by the two industry schemes are subsidiaries in the UK operations. Other large-scale defined benefit linked to each members career average salary according to a career plans apply for salaried employees in Sweden (mainly through the index system. All schemes are closed to new members. Swedish PRI pension plan) and employees in The Netherlands. Expenses included in the income from operations include current The funding position of each scheme is reassessed every three years and a schedule of contributions is put in place, following consultation year service costs, past service costs, net interest income or expense with the employers, which sets out the regular contributions payable and gains and losses on settlements. Expenses are recognised as other along with any deficit contributions required to meet any shortfall of operating expenses or administrative expenses, depending on the the assets when compared with the liabilities. The trustee determines function of the employee. Remeasurement effects are recognised in the investment strategy which is subject to consultation with the Other comprehensive income. employers. The assets of all schemes are managed on behalf of the Some features of the main defined benefit plans are described below. trustee by independent fund managers. The operation of each scheme is governed by a Trust Deed and Rules and the schemes are managed through a trustee company, the United Kingdom boards of which are composed of representatives of the employers and Stena Line Holding Group’s pension schemes cover around 90% of the members and, in some cases, independent trustees. the Groups total defined benefit obligation in the UK. Stena Line Ltd participates in one company-funded defined benefit pension scheme Sweden and two industry wide defined benefit schemes, Merchant Navy The main defined benefit plan in Sweden is the collectively agreed Ratings Pension Fund (MNRPF) and Merchant Navy Officers Pension pension plan for white collar employees, ITP 2 plan assured in Alecta. Fund (MNOPF). The Group estimates its share in MNRPF to 19% (19% According to an interpretation from the Swedish Financial Reporting in 2013) and in MNOPF to 12% (12% in 2013), based on information Board, this is a multiemployer defined-benefit plan. For fiscal year from the trustees. 2014, the Group did not have access to information from Alecta that In 2001, the trustee of the MNRPF adopted a deficit repair scheme would have enabled this plan to be recognised as a defined-benefit and under this scheme the Group’s share of the deficit contributions was plan. Accordingly, the plan has been recognised as a defined- around 32% with half of the contributions payable by other employers contribution plan. The premium for the defined benefit plan is who were making voluntary contributions. However the agreement with individually calculated and is mainly based on salary, accrued pension the voluntary employers expired 2006, and as a result the Group’s share and expected remaining period of service. of the deficit contributions increased to around 60%. The Group initi- According to Alecta’s consolidation policy for defined-benefit pen- ated court proceedings against the trustee of the MNRPF to establish sion insurance, the collective consolidation level is normally allowed to how the deficit in the MNRPF should be allocated between the v arious vary between 125% and 155%. If Alecta’s collective consolidation level employers. The Court of Appeal upheld in 2011, the decision made by is below 125% or higher than 155% measures must be taken to create High Court, that deficit contributions can be required from all employers opportunities for the consolidation level to return to an accepted level. who have ever participated in the MNRPF, including companies that no If the consolidation level falls short or exceeds the normal interval one longer employ any members. As a result of the Court of Appeals deci- measure may be to increase the contract price for new subscription and sion, the non-contributing employers can also be required to contribute expanding existing benefits or introduce premium reductions. Alecta’s funds to reduce the deficit. The t rustee of the MNRPF has proposed consolidation ratio amounts to 143% for 2014 and 148% for 2013. STENA AB 2014 49 GROUP CONT. NOTE 22 Other defined benefit pension plans in Sweden are mainly funded The Netherlands by pension foundations. There is no lowest funding requirement. The defined benefit pension plan in Netherlands is an indexed average Benefits are paid directly by the Group and not from the foundation salary benefit pension plan and is open for new entrants. The plan is assets. fully funded. Information per country as of 31 December 2013 Sweden United Kingdom The Netherlands Total Reporting in the balance sheet Present value of funded and unfunded obligations 469 7,763 237 8,468 Fair value of plan assets (270) (7,463) (260) (7,992) Total (surplus)/deficit 199 300 (23) 476 Whereof reported as Surplus in pension plans Pension liabilities Total funding level for all pension plans, % 89 47 24 160 288 347 1 636 58% 96% 110% 94% 8 36 6 50 Amounts included in the income statement Current service cost Past service cost Net interest cost Administration cost 9 26 2 2 (1) 35 1 30 Remeasurements (gain)/loss (74) (477) (5) (556) 30 Total expense (gain) for defined benefits (57) (385) 2 (439) Major assumptions for the valuation of the liability Life expectancy, year Male – currently aged 65 19.6 21.0 22.1 Female – currently aged 65 22.8 23.4 24.3 Inflation, %1) 2.0 3.2 2.0 Discount rate, % 4.0 4.7 3.5 Average duration of the obligation is 14.5 years. 1) Inflation for UK concerns RPI. Used CPI is 1.0 lower than RPI 50 STENA AB 2014 Information per country as of 31 December 2014 Sweden United Kingdom The Netherlands Total Reporting in the balance sheet Present value of funded and unfunded obligations 538 9,682 251 10,471 Fair value of plan assets (282) (9,431) (276) (9,989) Total (surplus)/deficit 256 251 (25) 482 Whereof reported as Surplus in pension plans Pension liabilities Total funding level for all pension plans, % 75 62 26 163 331 313 1 645 52% 97% 110% 95% 7 39 Amounts included in the income statement Current service cost Past service cost Net interest cost 8 Administration costs 46 49 49 22 30 52 52 Remeasurements (gain)/loss 50 74 124 Total expense (gain) for defined benefits 65 236 301 Major assumptions for the valuation of the liability Life expectancy, year Male – currently aged 65 20.7 20.7 22.1 Female – currently aged 65 23.2 23.3 24.3 Inflation, %1) 1.3 3.0 2.0 Discount rate, % 3.0 3.8 3.5 Average duration of the obligation is 17 years. 1) Inflation for UK concerns RPI. Used CPI is 1.3 lower than RPI Reconciliation of change in present value of defined benefit obligation for funded and unfunded obligations Opening balance, 1 January 2013 2014 9,265 8,468 Purchase of company 42 Current service cost 50 46 2 49 Past service cost Administration cost 30 52 362 396 Remeasurement arising from changes in financial assumptions 211 830 Remeasurement arising from changes in demographic assumptions (45) (19) (281) (201) (1,007) 23 Interest expenses Remeasurement from experience Remeasurement from changed share in pension plan Contributions by plan participants Benefits paid Exchange differences Closing balance as of 31 December 6 5 (248) (335) 81 1,157 8,468 10,471 STENA AB 2014 51 GROUP CONT. NOTE 22 Reconciliation of change in the fair value of plan assets Opening balance, 1 January 2013 2014 8,112 7,992 Purchase of company 31 Interest income 327 366 Remeasurement arising from changes in assumptions (34) 485 Remeasurement from changed share in pension plan (533) 23 Contributions by plan participants Employer contributions Benefits paid 5 195 218 (182) (205) 70 1,105 7,992 9,989 Exchange differences Closing balance as of 31 December 6 Below is the sensitivity analysis for the main financial assumptions and change in an assumption while holding all other assumptions constant. the potential impact of the present value of the defined pension obli- In practice, this is unlikely to occur, and changes in some of the gation. The sensitivity analysis is not meant to express any view by assumptions may be correlated. Stena of the probability of a change. The analyses are based on a Sensitivity analysis on defined benefit obligation Sweden United Kingdom The Netherlands Total 320 Longevity +1 year 16 298 6 Inflation +0.5% 47 483 25 555 Discount rate +0.5% (49) (668) (21) (738) Discount rate –0.5% 59 668 24 751 2013 Market value of plan assets by category 2014 Quoted Non-quoted Total Equity 2,445 113 Bonds 4,261 Property 285 Qualifying insurance 38 Cash and cash equivalents Total Quoted Non-quoted 2,558 3,193 168 4,261 4,739 285 38 40 Total 3,361 4,739 570 570 40 543 306 849 763 516 1,279 7,287 704 7,992 8,735 1,254 9,989 Investment strategy and risk management Through the defined benefit pension plans, the group is exposed to a number of risks. The plan liabilities are calculated using a discount rate. If plan assets underperform this yield, this will create a deficit. The Group manages the allocation and investment of pension plan assets with the aim of with Stena. Increased longevity and inflation are the principle risks that may increase the future pension payments and, hence, increase the p ension decreasing total pension cost over time. This means that certain risks obligation. The Group monitors continuously discount rate, inflation are accepted in order to increase the return. The investment horizon is and mortality assumptions to ensure that the plan assets match the long-term and the allocation ensures that the investment portfolios are obligations. well diversified. 52 STENA AB 2014 The group management approves the limits for asset allocation. The final investment decisions are taken by the local trustee that consults 23. BANK DEBT 2013 MSEK Current Property loans Other loans 2014 Total Current Non-current Total 843 11,835 12,678 558 12,180 12,738 3,442 21,857 25,299 2,091 24,931 27,022 331 11,595 11,926 349 6,179 6,528 4,616 45,287 49,902 2,998 43,290 46,288 Revolving credit facilities Total Non-current Schedule for repayment of bank debt is presented in Note 30, Financial risk factors and financial risk management. The carrying amounts of the group’s borrowings are denominated in the following currencies As of 31 december MSEK SEK 2013 2014 14,265 13,924 GBP 1,135 1,146 USD 23,715 22,356 EUR 10,115 8,862 Other currencies 673 Total 49,903 46,288 Regarding assets pledged, see Note 28. 24. SENIOR NOTES In February 2007, a Eurobond totalling MEUR 300 was issued at a rate amortisation profile and repay amounts under existing credit facilities. of interest of 6.125% and with a term extending through to 1 February In February 2014, a further 10-year bond totalling MUSD 350 was 2017. In February 2007, a further Eurobond totalling MEUR 102 was issued at a rate of interest of 5.750%. The units Stena DrillMAX and issued at a rate of interest of 5.875% and with a term running through Stena Carron have been furnished as collateral for this bond. The pur- to 1 February 2019. pose of this transaction was to extend the existing amortisation profile In March 2010, a Eurobond totalling MEUR 200 was issued at a rate and free up further liquidity. As a result of the transactions in spring of interest of 7.875% and with a term running through to 15 March 2014, the scope in the existing RCF (Revolving Credit Facility) of MUSD 2020. 1,000 was reduced to MUSD 600. In January 2014, a 10-year bond totalling MUSD 600 was issued at a The fair value of the bond loans as at 31 December 2014 was MSEK rate of interest of 7.000% and with a term running up to and including 12,896 (2013: 5,849). For details of the current financial and operative 1 February 2024. The purpose of the transaction is to extend our covenants linked to the bond loans, see Note 30. Fair value as of 31 December Issued Maturity Nominal Outstanding 2007–2017 MEUR 300 MEUR 300 6.125% 2007–2019 MEUR 102 MEUR 102 5.875% 2010–2020 MEUR 200 MEUR 200 7.875% MEUR 228 2014–2024 MUSD 600 MUSD 600 7.000% MUSD 551 2014–2024 MUSD 350 MUSD 350 5.750% MUSD 320 Total Interest 2013 Carrying amount (MSEK) as of 31 December 2014 2013 2014 MEUR 324 MEUR 314 2,657 2,831 MEUR 109 MEUR 108 903 962 MEUR 225 1,764 1,888 4,682 2,730 5,324 13,093 5,324 13,093 Whereof Long-term Senior Notes Short-term Senior Notes STENA AB 2014 53 GROUP 25. LEASES Rental expense for operating leases were as follows: Company as lessee The operating lease obligations include chartering of crude oil tankers on a timecharter basis, chartering of ferries principally on a bareboat basis, as well as obligations related to rentals of properties and ports. Years ended 31 December MSEK Rental expense 2013 2014 1,263 1,312 The financial leases of the Group comprises of one RoPax-vessel. The cost for vessels subject to financial leasing contracts was as of 31 December 2014 MSEK 547 and as of 31 December 2013 MSEK 530. Net carrying value was MSEK 457 for 2014 and MSEK 484 for 2013. As of 31 December 2013 the future minimum lease commitments under non-cancellable operating leases and capital leases were as follows: 2013 MSEK Operating leases Capital leases 2014 1,096 231 2015 713 179 2016 531 70 2017 470 370 372 10 2018 2019 and thereafter 1,911 13 Total minimum lease commitments 5,093 873 As of 31 December 2014 the future minimum lease commitments under non-cancellable operating leases and capital leases were as follows: 2014 MSEK Operating leases Capital leases 2015 831 233 2016 645 122 2017 593 409 2018 565 20 2019 545 1 2020 and thereafter 1,362 1 Total minimum lease commitments 4,541 786 Company as lessor The Company leases vessels and properties to third parties under operating leases. Net book value for vessels and properties for external rental as of 31 December were as follows: 2013 MSEK 2014 Cost Accumulated depreciation Net book value (12,682) Vessels 42,402 Real estate 27,831 Total 70,233 (12,682) Cost Accumulated depreciation 29,720 42,717 (13,967) 27,831 29,367 57,551 72,084 Net book value 28,750 29,367 (13,967) 58,117 As of 31 December 2013 the future minimum rentals to be received under non-cancellable operating leases were as follows: 2013 MSEK Vessels Total 2014 8,787 722 9,509 2015 7,774 583 8,357 2016 4,732 462 5,194 2017 962 323 1,285 2018 217 217 2019 and thereafter 575 575 2,882 25,137 Total minimum lease rentals 54 STENA AB 2014 Real estate 22,255 As of 31 December 2014 the future minimum rentals to be received under non-cancellable operating leases were as follows: 2014 MSEK Vessels Real estate Total 7,430 2015 6,701 729 2016 5,586 590 6,176 2017 1,534 427 1,961 2018 38 293 331 2019 38 192 230 2020 and thereafter Total minimum lease rentals 14 523 537 13,911 2,754 16,665 The information for real estate relates to office buildings and excludes residential properties since most residential leases have at most a three month period term of notice. 26. OTHER NON-CURRENT LIABILITIES As of 31 December MSEK 2013 2014 1) Prepaid income 113 1,261 Other liabilities2) 609 2,685 Total 722 3,946 Repayment of non-current liabilities is required according to the following schedule: MSEK Prepaid income1) 1–3 years 4–5 years More than 5 years Total 1,222 10 29 1,261 Other liabilities2) 1,684 351 650 2,685 Total 2,906 361 679 3,946 1) O n 21 November 2014 Statoil cancelled the three-year charter agreement for the drilling vessel Stena Carron. Stena has received compensation of MUSD 276 for the remaining period of the contract (2.5 years) which explains the big difference between 2013 and 2014 on prepaid income. 2) Other non-current liabilities have primarily increased due to a higher negative value regarding bunker contracts and interest rate swaps. 27. ACCRUED COSTS AND PREPAID INCOME As of 31 December MSEK 2013 2014 Charter hire/running costs 165 140 Interest costs 490 731 Accrued personnel costs 363 365 Accrued costs Other accrued costs 1,462 1,484 2,480 2,720 Prepaid income Prepaid charter hire1) Other prepaid income Total accrued costs and prepaid income 43 931 733 795 776 1,726 3,256 4,446 1) O n 21 November 2014 Statoil cancelled the three-year charter agreement for the drilling vessel Stena Carron. Stena has received compensation of MUSD 276 for the remaining period of the contract (2.5 years) which explains the big difference between 2013 and 2014 on prepaid income. STENA AB 2014 55 GROUP 28. PLEDGED ASSETS, COMMITMENTS AND CONTINGENT LIABILITIES Pledged assets Pledged assets represent assets securing various financings. These assets can only be used by the party benefitting from the pledge if there is an event of default under the respective financing documents or the appropriate remedy period has elapsed. The following assets have been pledged as securities for bank debt As of 31 December MSEK 2013 2014 Shares in subsidiaries 6,134 571 Mortgages on vessels 34,198 35,150 Mortgages on properties 15,944 13,026 Chattel mortgages 1,994 1,934 Investment in affiliated companies 1,028 1,029 Marketable securities 1,015 352 Trade debtors 386 430 Short term investments 118 11 Reservation of title 52 Assets pledged, other Total assets pledged for normal bank debt Investment in SPEs 975 1,360 61,844 53,863 4,311 8,112 Total assets pledged for bank debt 66,155 61,975 Long-term and short-term debt and capitalised lease obligations 50,776 47,073 Debt in SPEs Total debt and capitalised lease obligations 3,944 7,540 54,720 54,613 In addition, certain insurance agreements have been pledged. Commitments Guarantee obligations mainly relate to guarantees for property loans, As of 31 December 2014 two IMOIIMAX vessels and one drilling vessel projects in associated companies and warranty obligations for rig were ordered. The total contract amount is MSEK 6,139, whereof delivered equipment. MSEK 1,791 has been paid in advance. Future minimum lease commitments relating to operating leases of vessels, ports etc amount to MSEK 831 for 2015 and MSEK 3,710 from In addition to the information above there are also on-going tax issues with tax authorities. 2016. See Note 25. Contingent liabilities As of 31 December MSEK Guarantees Other contingent liabilities Total 56 STENA AB 2014 2013 2014 2,830 2,382 471 50 3,301 2,432 29. CONSOLIDATED STATEMENTS OF CASH FLOWS In 2014 two acquisitions were completed. In Adactum the Mediatec broadcasting business. The acquisition were made to increase the Group has acquired the company Filmworks Oy. Furthermore has Stena market shares in Finland and the rest of the Nordic countries. The Investment Lux SARL acquired Lane Energy. The most significant acquisi- headquarter for the company is located in Helsingfors, Finland and tion are described below. the company has 25 employees. The company has after the acquisition change name to Mediatec Broadcast Finland Oy. The purchase price Filmworks Oy was MSEK 43 and the difference of MSEK 27 between the purchase On 14 September, 2014 MPP Mediatec Broadcast Holding AB, the par- price and the adjusted fair value of acquired net asset is classified as ent company of the business area Broadcast within Mediatec, acquired goodwill and customer contracts included in other intangible assets. 100% of the shares in Filmworks Oy which operates in the outside The total value of the acquired assets and liabilities is presented in the below table which also presents the acquisation’s effect on the Groups’ cash flow. All acquired assets and liabilities were reported according to IFRS, at the time of the acquisition. MSEK 2014 Assets and liabilities acquired: Intangible assets 8 Tangible fixed assets 73 Current receivables 24 Cash and cash equivalents Loans (54) Current liabilities (30) Acquired net assets 21 Goodwill 22 Customer contracts 5 Non-controlling interest Purchase price (48) Deferred purchase price 21 Cash and cash equivalents in the acquired businesses Effect on the Group’s cash and cash equivalents (27) Total expenses related to acquisitions amounts to MSEK 2 and are reported as direct operating expenses. Interest payments Year ended 31 December MSEK Interest, paid Interest, received 2013 2014 2,468 2,642 489 475 Paid tax Cash paid for taxes in 2014 was MSEK 344, as compared to MSEK 124 in 2013. Financing activities Other financing activities include finance costs amounting to MSEK 499, mainly related to the new senior loans and other loans. The finance costs are c apitalised and amortised over the period of the contract. In 2013 other financing activities includes repayment of share capital amounting to MSEK 27 to the minority in the SPEs. STENA AB 2014 57 GROUP 30. FINANCIAL RISK FACTORS AND FINANCIAL RISK MANAGEMENT This note describes the financial risk management in the Stena Group. As part of its tanker operations the Group also uses, to a limited Accounting principles for financial instruments are described in Note 1 extent, contracts for freight rates and forward freight agreements. and the financial information for the year 2014 and 2013 are described Financial risk management is carried out within the scope of the in Note 31. Other notes that include information used in Note 30 and Group’s financial policies and manuals mainly by the treasury unit 31 is Note 13 Investments in SPEs, Note 14 Marketable securities, Note in Sweden. 15 Other noncurrent assets and Note 18 Short-term investments. Financial instruments in the Stena Group consist of bank loans, Market risk – Interest rate risks derivatives, finance lease contracts, accounts payable, accounts The Group holds fixed assets mainly in ships and real estate in USD, receivable, bonds, shares and participations as well as cash and SEK, EUR and GBP and as a consequence the debt portfolio and the short-term investments. accompanying interest rate risks are distributed by the same currencies. The primary risk deriving from trading of financial instruments are In order to manage this risk and to achieve desired interest rate levels market risks including interest-rate risk, currency risk and price risk, the Company’s management makes regular assessments of the interest Credit risk and Liquidity risk. All of these risks are handled in accord- rate risks. This exposure is adjusted with interest rate derivatives which ance with an established financial policy. to the largest possible extent are matched against the maturity profiles of the underlying debt. Financial risk factors Financial instruments for interest rates, such as futures, swaps or The Group’s activities expose it to a variety of financial risks. The different types of interest rate options, are used to hedge future inter- Group’s overall risk management policy focuses on the unpredictability est rate payments. Interest income or interest expenses under these of the financial markets and aims to minimise potential adverse effects contracts are allocated to specific periods and reported as an adjust- on the Group’s financial results. ment of the interest expense on the underlying liability. The Group The Group employs derivative instruments to hedge exposure to certain risks. Risk management is handled by a central finance department, Stena reports accrued interest at the end of the accounting period, calculated in accordance with the conditions in the contracts. Generally, the underlying liabilities have a longer duration than the financial hedging Finance, in accordance with policies determined by the Board of contracts and allocation of accrued interest over a period of time is Directors. Stena Finance identifies, evaluates and hedges financial risks carried out as long as the hedging contracts are considered to form an in close co-operation with the Group’s operating units. The Board of effective portion of the Group’s overall risk management. Directors prepares written policies for both overall risk management and for risk management of specific areas such as currency risk, inter- Market risk – Currency risks est rate risk, credit risk, the utilisation of derivative and non-derivative The Group is exposed to the risk of fluctuations in foreign currency financial instruments and the investment of excess liquidity. exchange rates due to the international nature and scope of its opera- The Group uses financial instruments to reduce the risk of major tions. A substantial portion of the Group’s revenues and expenses are adverse effect on its results from price changes in currency, interest denominated in USD, but also in GBP and EUR. The Group’s foreign rates and oil markets. currency risk arises from: As a basic principle fixed assets are financed with long-term funding in the form of issued bonds, bank debt and leasing liabilities. Each subsidiary’s assets are financed in local currency and to the extent that assets and liabilities in foreign currency cannot be matched, the net exposure is hedged with financial derivative contracts. To achieve a desired currency mix and interest fixing profile the – the Group’s investment in foreign subsidiaries’ net assets (equity exposure) – certain financial assets and liabilities (translation exposure when converting such balances to each company’s functional currency) and – fluctuations in exchange rates on the value of the Group’s sales and purchases in foreign currencies (transaction exposure). Group uses various types of interest rate derivatives such as fixed rate swaps and cross currency interest rate swaps. Interest rate options are The Group’s policy is to hedge its translation exposure which mainly also used either to cap or to lock in a range of the interest rate level. arises from USD and EUR borrowing in companies with SEK as their Currency risks also arise when converting foreign currency denomi- functional currency. The Group also hedges parts of its transaction nated Income Statement or Balance Sheet items to SEK and when exposure in USD, GBP, EUR, CAD, PLN, NOK, AUD and DKK from converting cash flows in foreign currency. These risks are reduced by future cash flows from its ferry operations and offshore drilling hedging with forward foreign exchange contracts or with currency operations. In the ferry operation sale mainly relates to CAD, EUR, PLN, options. NOK and DKK and purchase to USD. In the offshore drilling operation Fluctuations in the price of bunker fuel, which predominantly affects purchase mainly relates to GBP and AUD. Ferry operations, are managed by fixed price agreements with the supplier for the various grades of bunker fuels or by using financial Translation differences from net investments derivatives for crude oil. Translation differences from the exposure of net assets in foreign subsidiaries are reported directly in the Group’s equity. Derivative instru- 58 STENA AB 2014 ments attributable to this exposure, such as currency swaps, currency volume of about 2.9 million barrels crude oil. A part of this is hedged forward agreements or currency option contracts, are valued at fair on a consecutive basis. All contracts are settled monthly at a volume value. These hedge contracts are valued and reported directly against corresponding to the underlying consumption. comprehensive income if the hedges are considered to be effective. If hedges are no longer considered to be effective the translation differ- Equity price risk ence are recognised in the finance net. The majority of all equity holdings within Short-term investments and The interest rate differential is reported as interest income or interest expenses in the Group’s net financial income. The book value of our net assets of subsidiaries denominated in a Marketable securities are traded at an active market at an exchange, hence no illiquidity, counterparty risk or other uncertainty discounts have been applied. A total risk limit for investment and trading in foreign currency, as of 31 December 2014, was approximately SEK equities, equity indices and bonds has been approved by the Board of 30.4 billion. The net assets are expressed mainly in Swedish kronor, Directors and the utilisations of the limits is monitored on a daily basis. U.S. dollars, Euro and British pounds. A 1% change in the value of the The risk mandate are allocated per trader/portfolio, reflecting a 10% SEK against each of the functional currencies of our subsidiaries would overnight adverse price movement. As a complement to the price risk affect our shareholders’ equity as of 31 December 2014 by MSEK 304. measurement, specific risk, sector risks and geographic risks are followed up and reported. A certain share of the total financial invest- Translation differences from translation exposure ments should be made in liquid securities. The Finance policy also Monetary assets and liabilities in foreign currency are translated at the governs what type of financial instruments that are approved. In order closing rate of exchange. Derivative instruments attributable to the to reduce the credit risk when investing in corporate bonds, there are financial hedging of the value of these balance sheet items, such as certain approved limits for credit rating of the issuer. currency swaps, currency forward agreements or currency option con- Our portfolio of equities is well diversified, both in terms of markets tracts, are valued at fair value, which includes translation at the closing and industries. Investments are made within the boundaries of our rate of exchange, while changes in fair value are reported gross as finance policy in terms of risk- and loss limits. As of 31 December 2014, exchange rate differences in the Group’s net financial income, where a change of +/–10% in the unrealised value of all our equity holdings the translation of monetary assets and liabilities is also reported. Inter- within Short-term investments and Marketable securities, would have est rate differential from currency swaps or forward agreements are an effect of +/–MSEK 152 on profit before tax and +/–MSEK 360 recog- reported as interest income or interest expenses in the Group’s net nised in other comprehensive income less deduction of deferred tax. financial income. According to the Group’s finance policy, 100% of such exposure should be hedged. Trading activities The Company also buys and sells certain types of derivative financial Translation differences from transaction exposure instruments with the objective of generating profits on a short-term Realised results from currency forward agreements or currency option basis. All trading positions are taken within the limits of the Company’s contracts, including paid or received premiums from option contracts, financial trading policy. All positions are recorded at fair value and the which are intended to hedge expected or contracted future cash flows unrealised gains and losses are part of the result of the period. in foreign currency, are allocated to a particular period and reported as an adjustment of the underlying transaction when it takes place. The Credit risks hedge contracts are valued and reported directly against comprehen- In our operating activities, credit risks occur in the form of receivables sive income if an effective hedge. According to the Group’s finance on customers. In our Ferry operations, credit checks are regularly made policy, 0–100% of such exposure should be hedged. on our customers using well known credit-rating agencies. If the credit worthiness of the customer is not satisfactory according to the credit Market risk – Price risk policy, payment in cash is required. In our Offshore Drilling operations, Oil price risk our customers have generally high credit ratings. Our RoRo vessels are The Group is exposed to the price of bunker fuel used for the opera- typically chartered out on a time or bareboat charter. Although such tion of its vessels and uses forward contracts, swaps and options to charterhire is paid in advance and we have the contractual right to hedge its oil price risk. Hedge contracts are regularly entered into to withdraw the vessel and cancel the charter contract if payment is not match the underlying costs of deliveries of bunker fuel. The hedge received within a certain time, before entering into a charter agree- contracts are valued and reported directly against comprehensive ment the credit worthiness of the charterer is investigated using well income if an effective hedge. The results of these contracts are allo- known credit-rating agencies. If the credit worthiness is not satisfac- cated to specific periods and matched against underlying exposure. tory a guarantee is required from the charterer, e.g. in the form of a The contracts are settled on a monthly basis and reported as an bank guarantee. adjustment of the cost for bunker fuel for the current period. For the current route, ferry operations have an annual consumption of marine bunker fuel and gas oil which combined converts to an annual In our tanker operations where a spot charter arrangement is made, the charterer is scrutinised before the contract is signed in accordance with our QA system rules. If the charterer is not considered “first class” STENA AB 2014 59 GROUP CONT. NOTE 30 or has certain remarks on his payment possibility, chartering of the Property loans consists principally of bank mortgage loans on real vessel can either be denied, or the charterer can be offered to provide estate, buildings and land in the Company’s real estate business seg- a bank guarantee, or to pay the freight before discharge of the cargo ment. These loans are denominated in SEK and EUR, respectively. (called BBB). In a period charter arrangement the charterhire is paid in Other loans consist of long term bank loans used to finance the acqui- advance. If the charterhire is not paid within a certain time we have the sition of vessels and other assets. They are denominated in USD, GBP, right to withdraw the vessel and cancel the charter contract. Regarding EUR and SEK, respectively. buy and sell arrangements of vessels the procedures are dictated by Since December 2004 the Company has a Revolving Credit Facility the buy/sale contract (MOA) where a vessel is not released to a buyer of MUSD 1,000. The facility was renegotiated in September 2012 and until the full payment has been received into sellers’ bank account. carries a maturity of 5.5 years was used to refinance the “old” facility In our Property operations, both residential and commercial tenants dated 8 December 2004. Obligations under the facility are secured make the rental payments in advance. Nevertheless, a credit check is mainly by mortgages on certain vessels. Borrowings under the facility always made on new tenants, residential as well as commercial, and bear interest at a rate based on LIBOR plus an applicable margin based commercial tenants are put on regular “credit-watch” throughout the on the utilisation of the facility. The facility imposes certain covenants rental period. If the potential tenant does not fulfill the criteria set out regarding levels of working capital, cash and cash equivalents and in our finance policy, the tenant can either be denied a rental contract interest coverage ratio. In connection with our capital market activities or be asked to make additional pre-payment or provide a bank guaran- the available facility amount under the existing RCF (Revolving Credit tee (commercial tenants). Facility) of MUSD 1,000 was reduced to MUSD 600. All financial instruments are entered into with counterparties who As of 31 December 2014, MUSD 190 was utilised under our MUSD are considered to be creditworthy institutions and terms and condi- 600 revolving credit facility of which MUSD 5 was used for issuing tions are documented. In the normal course of business, none of the bank guarantees and letters of credit. As of 31 December 2013, the parties demand collateral for credit exposure from financial instru- utilised portion of the facility was MUSD 631 of which MUSD 625 was ments. All financial derivatives are traded within the framework of actually drawn and MUSD 6 used for bank guarantees. established ISDA agreements, where positive and negative market Since 2007, the Company has an additional Revolving Credit Facility values are netted. In the tables below credit risk refers to net positive of MUSD 200. This facility was renegotiated during 2013 and the credit market values per counterparty. line increased from MUSD 200 to MUSD 300. The utilised portion of the facility as of 31 December 2014, was MUSD 169. As of 31 Decem- Liquidity risks Liquidity risk is managed by maintaining an adequate level of cash, ber 2013, the utilised portion of the facility was MUSD 146. Since 2010, the Company has an additional Revolving Credit cash equivalents and available financing through unutilised committed Facilities of MSEK 6,660 with S venska Handelsbanken and Nordea credit facilities and the possibility to sell short term marketable hold- guaranteed by EKN. As of 31 December 2014, the utilised portion ings in equities and bonds. Due to the dynamic character of the busi- of the facility was MSEK 2,584. As of 31 December 2013 the utilised ness, the need for financing flexibility is satisfied by arranging part of portion of the facility was MSEK 6,436. the company’s funding in the form of committed Revolving Credit As of 31 December 2014 the Company had a total of MSEK 10,027 Facilities, under which short term requirements for liquidity can be in unutilised, mainly uncommitted, overdraft facilities and other similar met. lines of credit, as compared to MSEK 5,551 as of 31 December 2013 The management regularly monitors the company’s liquidity including unutilised portions of Revolving Credit Facilities. reserves, based on anticipated cash flows. This is carried out on both “Not specified” includes borrowings and utilised credit lines that operational company level and centrally at the treasury department in have formal repayment dates in 2014. These loans have been classified line with best practice and the limits set up for on a group wide basis. as long-term because it is the intention of the Company to refinance Furthermore, it is the policy of the group to calculate future cash flows these loans on a long-term basis. “Not specified” also includes the in all major currencies and quantify the liquidity needed to meet those utilised portion of the Revolving Credit Facilities. cash flows, to monitor balance sheet liquidity ratios in relation to both The revolving credit facility imposes various financial and operating internal and external minimum levels and to maintain plans for debt covenants. The principal financial covenants (i) require us to maintain financing. current assets and committed undrawn facilities in an amount greater The table below shows the group’s financial debts, sorted by the than or equal to 125% of consolidated current liabilities, (ii) require us remaining years until the agreed maturity date. The figures shown in and our subsidiaries to maintain minimum cash and cash equivalents of the table are based on agreed confirmations and constitute undis- not less than MUSD 100, (iii) require our net debt to be no greater than counted cash flows. Cash flows in foreign currency is converted to SEK 65% of the capitalisation, and (iv) require us to maintain ownership of by using the closing exchange rates. the security parties that, at the date of execution of the credit facility agreement, are members of the Stena AB group. 60 STENA AB 2014 The following table summarises the notional volume and credit risks of financial derivative instruments: As of 31 December 2013 MSEK Currency forward contracts and swaps Credit risk Nominal amount Credit risk 26,857 54 53,997 278 77 1 123 34,642 87 45,097 Currency options Interest rate forward contracts and swaps Interest rate options 3,871 Commodity fixed price swaps and options – oil Total As of 31 December 2014, MSEK Total 2015 As of 31 December 2014 Nominal amount 2,026 143 6,720 67,473 285 109,867 2016 2017–2019 2020– Property loans 12,738 558 497 1,444 10,239 Other bankloans 27,022 2,091 2,329 9,016 13,586 Revolving Credit Facility Other credit facilities Senior Notes 804 5,724 455 13,093 3,794 9,299 233 122 430 1 831 645 1,703 1,362 Trade accounts payable 2,140 2,140 Derivatives 3,780 1,017 931 765 1,067 70,628 7,219 4,524 17,152 35,554 Total Not specified 349 786 Operational leasing debt 495 5,724 4,541 Financial leasing debt 217 3,930 6,179 STENA AB 2014 61 GROUP 31. FINANCIAL INSTRUMENTS This note describes the financial outcome from financial instruments in the Stena Group. Accounting principles for financial instruments are described in Note 1 and financial risk management is described in Note 30. Financial instruments per category Financial instruments measured at fair value through profit or loss MSEK As of 31 December 2013 Fair value option Held for trading1) Financial instruments Used for hedge accounting Held to maturity Total carrying value Total fair value 3,345 4,243 4,243 1,137 1,137 1,137 2,849 2,849 2,849 1,346 1,694 1,694 4,311 4,272 Available Loans and for sale receivables Other financial liabilities Assets Marketable securities 898 Other noncurrent assets Trade debtors Short-term investments 348 Investments in SPEs Other receivables Total 898 80 667 428 667 4,092 219 4,092 4,701 4,195 747 747 14,981 14,942 Liabilities 5,324 5,324 5,850 Other Long-term interest bearing debt Senior notes 45,929 45,929 45,929 Short-term interest bearing debt 4,847 4,847 4,847 Trade accounts payable 1,722 1,722 1,722 Debt in SPEs 3,944 3,944 3,944 1,211 1,211 61,766 62,977 63,503 3,603 4,847 4,847 1,216 2,364 2,364 2,843 2,843 2,843 976 1,248 1,248 8,112 7,997 Other liabilities 216 995 Total 216 995 As of 31 December 2014 Assets Marketable securities 1,244 Other non-current assets 1,148 Trade debtors Short-term investments 272 Investments in SPEs 7,898 Other receivables Total 1,244 195 473 467 1,621 7,898 214 5,033 3,819 668 668 20,082 19,967 13,093 12,896 2,653 2,653 Liabilities Senior notes 13,093 Other non-current liabilities 2,653 Other Long-term interest bearing debt 43,843 43,843 43,843 Short-term interest bearing debt 3,231 3,231 3,231 Trade accounts payable 2,140 2,140 2,140 Debt in SPEs 7,540 7,540 7,540 1,126 1,126 69,847 73,626 73,429 Other liabilities 229 897 Total 229 3,550 1) H eld for trading inludes exchange contracts for hedging translation and transaction exposure, but not included in hedge accounting, reported in other liabilities, MSEK 63 and MSEK (35) in 2013 and interest rate contracts for hedging interest, but not included in hedge accounting, reported in other liabilities, MSEK (135) in 2014 and MSEK (101) in 2013. 62 STENA AB 2014 Financial instruments at fair value Financial instruments in level 2 consist of foreign exchange contrats For short term assets and liabilities in Loans and receivables and Other and interest rate swaps entered for trading or hedging purpose. The financial liabilities we assume the carrying value and fair value to be valuation of interest rate swaps are made using discounted cash flows the same. For senior notes the fair value is based on quoted prices and based on forward interest rates in observable yeild curves. Level 2 also for other long term liabilities we assume that the fair value would not consists of financial assets available for sale and the fair value is materially differ from the carrying value. received from external party. Regarding debt investments in level 2 the fair value is determined by the nominal amount as long as the under For the rest of the Groups’s financial instruments (excluding invest- lying value of the loan has not materially been changed. ments in SPEs, please see not 13) the table below shows the fair value Investments in level 3 consist of equity securities and debt invest- in different levels as of 31 December 2013 and 2014, respectively. ments. For equity securities we calculate the value based on estimated The different levels indicate to what extent market values have been discounted cash-flows. Fair value is determined by hypothetical deter- used when calculating the fair value. mine what the market price would have been if there would have been Investments in level 1 consist of equity shares and fixed income classified as held for trading, fair value option or financial assets available a market for these instruments. For debt investments we estimate the for sale. The financial instruments are traded on an active market and value based on the nominal amount taking into consideration the the fair value is determined on the basis of the asset’s listed current credit risk of the loan. bid-rate on the balance sheet date. As of 31 December 2013 Level 1 Level 2 Level 3 As of 31 December 2014 Total Level 1 Level 2 Level 3 Total Assets Financial assets at fair value through profit or loss – Trading derivatives – Trading securities 1,226 Derivatives used for hedging 80 80 21 1,247 667 667 195 195 1,516 1,516 1,620 1,620 Available-for-sale financial assets – Equity securities 1,617 842 1,041 3,500 1,612 1,060 1,173 804 81 96 981 529 402 43 974 3,647 1,691 1,137 6,475 3,657 3,277 1,216 8,150 – Debt investments Total assets 3,845 Liabilities Financial liabilities at fair value through profit or loss – Trading derivatives 216 216 229 229 Derivatives used for hedging 995 995 3,550 3,550 1,211 1,211 3,779 3,779 Total liabilities Specification of financial instruments in Level 3 MSEK As of 31 December 2013 Opening balance 1 January 2013 Equity security Real Estate Fund 1 Equity security Real Estate Fund 2 Equity security Other Debt investment Convertible loan 694 231 109 1,034 (44) (44) 47 69 Total Total unrealised gains/losses – recognised in profit or loss – recognised in other comperhensive income Impairment Recognised in profit or loss (87) (21) – whereof realised result Translation differences 135 (87) Proceeds from acquisitions and sales, net Closing balance 31 December 2013 19 101 80 (23) (23) 21 9 (6) (5) 19 675 309 57 96 1,137 STENA AB 2014 63 GROUP CONT. NOTE 31 MSEK As of 31 December 2014 Equity security Real Estate Fund 1 Equity security Real Estate Fund 2 Equity security Other Debt investment Convertible loan Total 675 309 57 96 1,137 13 (10) 15 18 (58) 32 1 (25) Opening balance 1 January 2014 Total unrealised gains/losses – recognised in profit or loss – recognised in other comperhensive income Impairment Recognised in profit or loss Proceeds from acquisitions and sales, net – whereof realised result Translation differences Closing balance 31 December 2014 43 21 1 21 86 673 352 74 117 1,216 There where no transfers between Level 1–3 during 2014. The table below shows information about the fair value measurements of level 3 As of 31 December 2014 Fair value at 31 December 2014 Valuation techniques Relationship of Range of unobservaUnobservable ble inputs (probability unobservable inputs weighted average) to fair value inputs Sensitivity analyses Funds Description Real Estate Fund 1 The fund invests in prime office real estate only in the Netherlands, and consist of 23 properties MSEK 673 Estimated discounted cash flows Future development of the occupancy rates The vacancy rate is inserted in the range of 2.2%–8.1% (weighted average of 7.0%) The change in the properties occupancy rates lead to a lower/higher fair value If the vacancy rated is changed with +/– 10% the effect on the fair value will be MSEK +/– 14 Real Estate Fund 2 The fund consists MSEK 352 of 16 properties (offices and warehouses) located on Schiphol Airport grounds in the Netherlands Estimated discounted cash flows Future development of the occupancy rates The vacancy rate is inserted in the range of 5.9%–9.8% (weighted average of 7.1%) The change in the properties occupancy rates lead to a lower/higher fair value If the vacancy rated is changed with +/– 10% the effect on the fair value will be MSEK +/– 2 Convertible loan Long term loan Estimated discounted cash flows Interest level and credit risk Market interest rate in The change in interaverage 6.0% est rate or credit risk lead to a lower/ higher fair value MSEK 117 If the interest rate including credit risk is changed with +/– 100 points the effect on the fair value will be MSEK +/– 1 As of 31 December 2014 a change of +/– 10% in the unrealised value of all our assets in the Level 3 category, would have an effect of +/– MSEK 19 (as of 31 December 2013 +/– MSEK 15) on profit before tax and +/– MSEK 103 (as of 31 December 2013 +/– MSEK 99) recognised in other comprehensive income. The table below shows the financial derivatives that are included in ISDA agreements and subject for netting MSEK As of 31 December 2014 Derivative financial assets 64 STENA AB 2014 Financial assets/ liabilities, gross Netted balances Amounts shown in balance sheet Financial instruments included in ISDA agreements but not netted Financial instruments, net 1,815 1,815 1,554 261 Derivative financial liabilities (3,779) (3,779) (1,554) (2,225) Totalt (1,964) (1,964) (1,964) Fair value The table below summarises the fair value of balance sheet items sheet. To determine the market values for the Corporate Fixed Income in the case where the fair value differs from the carrying value. Bonds the company uses generally accepted public market pricing sources. The investment in SPEs are classified as follows: The fair value of Senior notes has been calculated by using prices Corporate Fixed Income Bond are classified as “available for sale” from Bloomberg. and are revalued in other comprehensive income. Senior Bank Debt are classified as “held to maturity” and are kept at cost in the balance 2013 MSEK 2014 Carrying value Fair value Carrying value Fair value 4,311 4,272 8,112 7,997 5,324 5,850 13,093 12,896 Carrying amount Notional amount Assets Investments in SPEs Liabilities Senior notes Interest rate hedge contracts Outstanding interest rate contracts for hedging of the interest rate exposure 2013 MSEK Notional amount 2014 Carrying amount Contracts excluding SPE Interest rate swaps floating to fixed – receivable position 12,143 467 7,241 335 – payable position 22,389 (872) 37,837 (1,639) 1,000 (16) 1,000 (41) 2,000 (91) 2,000 (111) (512) 49,008 Interest rate caps – receivable position – payable position 633 641 Interest rate collar – payable position Contracts SPE Interest rate swaps floating to fixed – payable position Interest rate swaps fixed to floating – receivable position Total Whereof the fair value of the instruments used in the hedge account- 238 38,403 289 (1,456) Stena has chosen to apply hedge accounting for parts of the Senior ing, excluding CDO/CLOs, amounts to (1,642) as of 31 December 2014 Notes issued in Q1 2014 at a fixed interest rate. Fair value of the out- and MSEK (411) as of 31 December 2013 and is included in other cur- standing hedge instruments amounts to 320. The carrying value of the rent liabilities against the hedge reserve. loan related to hedge accounting amounts to (318). The changes in the The SPEs are investing in different debt securities, see Note 13, and to reduce the potential negative effects on the actual values of these enti- fair value of the outstanding hedge instruments and the changes in the carrying value of the loans are reported in the income statement. ties, interest rate contracts have been entered into at an amount equal to that of the underlying fixed rate bonds. STENA AB 2014 65 GROUP CONT. NOTE 31 Currency hedge contracts The following two tables summarise the contractual net amounts of the Company’s forward exchange and option contracts to hedge the translation and transaction exposures. Notional amount is gross amount. Outstanding currency hedge contracts for translation and equity exposure 2013 MSEK Notional amount 2014 Carrying amount Notional amount Carrying amount Currency forward contracts – receivable position 170 3 44 – payable position 274 (5) 45 Currency swap contracts – receivable position 10,028 87 11,283 185 – payable position 11,455 (135) 19,220 (332) Total 21,927 (50) 30,592 (147) Whereof the fair value of the instruments used in hedge accounting for equity exposure , amounts to MSEK (216) and MSEK (25) as of 31 December 2014 and 2013, respectively, and is included in other current liabilities (other current assets) against the hedge reserve. Outstanding currency hedge contracts for transaction exposure 2013 MSEK Notional amount 2014 Carrying amount Notional amount Carrying amount Currency forward contracts – receivable position 323 13 773 47 – payable position 696 (9) 820 (26) Currency swap contracts – receivable position 1,368 42 7,979 660 – payable position 1,846 (83) 7,449 (466) Total 4,233 (37) 17,021 215 Whereof the fair value of the instruments used in hedge accounting for transaction exposure, amounts to MSEK 222 and MSEK (27) as of 31 December 2014 and 2013, respectively, and is included in other current liabilities (other current assets) against the hedge reserve. 66 STENA AB 2014 The table below shows the hedging contracts divided by currency. Notional amount is net amount. Hedge accounting contracts for transaction exposure 2013 MSEK Notional amount 2014 Carrying amount Notional amount Carrying amount SEK companies USD 656 (4) 481 94 EUR (434) (6) (401) (10) NOK (111) 1 (85) 3 DKK (11) GBP 494 PLN (42) QUR Other 125 2 11 29 4 1 USD companies GBP 607 851 (40) NOK 54 144 (22) AUD 63 86 (5) CAD 24 (1) EUR 142 (8) EUR companies USD 476 (19) 487 115 CAD (266) 31 (145) 1 489 65 222 SEK 22 GBP companies EUR 450 (35) USD (27) (6) DKK companies USD Total 45 (2) 1,660 (27) 2,518 Notional amount Carrying amount Notional amount 2,026 135 2,003 448 3,794 (1,001) Oil price contracts – Outstanding hedge contracts for transaction exposure 2013 MSEK 2014 Carrying amount Raw material swap contracts – receivable position – payable position Raw material option – receivable position 368 103 – payable position 555 (164) 6,720 (614) Totalt 2,026 135 The fair value of the instruments used in hedge accounting for bunker fuel exposure , amounts to MSEK (553) as of 31 December 2014 and MSEK 135 as of 31 December 2013 and is included in other current assets against the hedge reserve. The company has during 2014 closed part of its outstanding bunker hedge positions by way of a counter transaction with the same counterparty as the initial contract was made. Hence, the net positions in notional volume of fixed price swaps are MSEK 1,203 and the net outstanding notional volume of option contracts are MSEK 174. Trading contracts – Outstanding derivative contracts for trading activities 2013 MSEK Foreign exchange spot and forwards Currency options1) Notional amount 2014 Carrying amount Notional amount Carrying amount 697 6,384 38 77 123 Interest rate instruments 123 19 Total 897 6,526 38 1) The notional amount is deltaadjusted STENA AB 2014 67 GROUP 32. PERSONNEL Average number of employees : 2013 2014 No. of females Total 30 17 33 19 Subsidiaries in Sweden 4,440 1,779 4,539 1,812 Total Sweden 4,473 1,796 4,575 1,831 Total No. of females Parent Company: Board, CEO, Executive vice president Other employees 3 3 Subsidiaries outside of Sweden Great Britain 2,441 587 2,191 539 Denmark 833 345 823 307 The Netherlands 698 111 710 101 Germany 358 141 323 123 27 Singapore 157 71 130 South Korea 137 19 124 11 Spain 128 14 122 13 Norway 135 37 120 24 India 94 43 104 43 17 China 93 14 97 United Arab Emirates 74 4 62 4 Poland 44 32 47 33 Latvia 25 18 43 31 United States 24 8 30 8 Thailand 19 3 22 8 Ireland 21 15 19 13 Switzerland 16 7 17 7 France 10 1 15 3 Saudi Arabia 4 Finland Portugal Russia 15 1 14 2 10 1 10 1 9 8 10 9 Luxembourg 8 4 9 5 Lithuania 8 6 8 6 Australia 11 1 Brazil Other Shipborne employees Total outside of Sweden Total Group 8 29 1,481 6 4 8 21 6 1,560 11 6,875 1,498 6,656 1,353 11,348 3,294 11,231 3,184 Shipborne employees refers to drilling and shipping activities, which are performed world wide. For Ferry operations, such persons have been allocated by country. The total number of shipborne employees in Ferry operations in 2014 was 3,660 as compared to 3,790 in 2013. 68 STENA AB 2014 Total personnel costs 2013 2014 Parent Company Subsidiaries Wages, salaries and other remuneration 48 Pension costs 11 Other social charges Total MSEK Total Parent Company Subsidiaries Total 5,048 5,096 52 5,187 5,239 421 432 13 420 433 18 614 632 19 620 639 77 6,083 6,160 84 6,227 6,311 For Swedish-flagged vessels employed in international shipping activi- the Executive Vice President and the board members in 2014 (a total of ties, the Company has received a subsidy equal to all social security seven persons) and MSEK 42 in 2013. costs and income taxes payable by the employers on behalf of employ- The Chief Executive Officer has additional retirement conditions ees who work on board such vessels. The amount of this subsidy in allowing pension payments from 70 years of age. The obligation is pro- 2014 was MSEK 384, out of which MSEK 351 related to the ferry oper- vided for within pension liabilities. The period of notice from either ations. In 2013, the amount of the subsidy was MSEK 378, out of parties is 12 months. Severance pay amounts to a maximum of 24 which MSEK 345 related to the ferry operations. The amounts received months salary. The board members of Stena AB were paid KSEK 325 in have reduced personnel costs. 2014, out of which KSEK 50 was paid to the Chairman of the Board and KSEK 25 was paid to the Chief Executive Officer. In 2013, the Remuneration of Chief Executives board members of Stena AB were paid KSEK 300, out of which KSEK Salaries of MSEK 13 were paid to the Chief Executive Officer and the 50 was paid to the Chairman of the Board and KSEK 25 was paid to Executive Vice President in 2014 and MSEK 12 in 2013. The corre- the Chief Executive Officer. sponding pension charges amounted to MSEK 7 in 2014 and MSEK 7 in 2013. The aggregate compensation paid by the Stena AB to its directors (a total of nine persons, CEO included) amounted to MSEK 8 The Chairman of the Board has in addition invoiced KSEK 3,046 and KSEK 2,781 for consultations for the years 2014 and 2013 respectively. In the Board of Directors, 78% are men (80% in 2013) and 22% in 2014 and MSEK 8 in 2013. Of total salaries paid to other employees women (20% in 2013). 78% of other senior executives are men and MSEK 48 were paid to other officers than the Chief Executive Officer, 22% are women. In 2013 88% were men and 12% were women. STENA AB 2014 69 GROUP 33. RELATED PARTY TRANSACTIONS We have entered into various transactions with other companies in the Sessan for its 50% participation in the shuttle tanker Stena Spirit, Stena Sphere, which includes the companies wholly owned by the Sten which is chartered pursuant to a 15-year contract to Petrobras in Brazil. Allan Olsson family, Stena AB (publ), Stena Sessan AB (”Sessan”) och We earned total fees for these services of MSEK 1.3 in 2013 and MSEK Stena Metall AB and their respective subsidiaries. Another significant 1.3 in 2014. company within the Stena Sphere is Concordia Maritime AB (”Concor- In December 2002, we sold the remaining 50% of the RoPax vessel dia”) which is 52% owned by Sessan. Shares in Concordia are listed on Stena Jutlandica to Sessan who acquired the first 50% of this vessel NASDAQ Stockholm. The significant transactions between the Com- from us in 1996. The vessel is chartered back under an operating lease, pany and its affiliates are described below. All transactions have been for which we paid charterhire of MSEK 59 in each of the years 2013 made at arm’s length. and 2014, respectively. Concordia Stena Metall Concordia and the Company (indirectly through Stena Bulk AB, a We purchase a substantial part of our bunker fuel from Stena Metall. wholly owned subsidiary of the Company) are parties to an allocation Such purchases aggregated MSEK 1,753 and MSEK 2,084 in 2013 and agreement (the “Allocation Agreement”) pursuant to which Concordia 2014, respectively. may elect to participate 100%, 50% or not to participate in business opportunities identified by Stena Bulk relating to the chartering of crude oil tankers. The net outcome of the agreement, including results of forward contracts, was in 2014 and 2013 SEK 0, respectively. We provide management and other services to Stena Metall. We received MSEK 11 in 2014 and MSEK 1 in 2013 for these services. Stena Renewable AB has lended money to Örbacken Energi HB and Möckelsjö Energi HB amounting to MSEK 20 and MSEK 15 respectively. We provide certain services to Concordia such as administration, Stena Renewable will continue to give management services to the marketing, commercial management, insurance and technical support companies and the annual fee were MSEK 2,6 in each of the years for Concordia’s owned and chartered vessels, including administration 2013 and 2014, respectively. of jointly chartered vessels, offices and office services for Concordia’s personnel and certain financial and other services. We earned fees for Olsson Family these services of MSEK 38 in 2013 and MSEK 13 in 2014. We rent office space from members of the Olsson family. In each of the years 2013 and 2014, we paid MSEK 40 and MSEK 38, respectively, Sessan in respect of such properties. Since June 1999, we have served as the business manager of Sessan We manage certain properties owned by members of the Olsson for its 50% participation in a Norwegian partnership that owns the family. In the years 2013 and 2014, members of the Olsson family paid shuttle tanker Stena Sirita, which is chartered on a two-year charter us MSEK 17 and MSEK 19, respectively, for such management services. until the autumn 2015, with an option to prolong the charter with an additional year. In 2003, we also became the business manager of We have agreed to pay Dan Sten Olsson an annual indexed retirement benefit for life. 34. SUBSEQUENT EVENTS On 9 January 2015, the Stena AB Group and Scandlines entered into an agreement regarding the sale of the Helsingborg–Helsingør ferry service to a European infrastructure fund managed by First State Investments. The Helsingborg–Helsingør service is operated jointly by the Stena AB Group and Scandlines, each with a 50% shareholding. First State European Diversified Infrastructure Fund, FCP-SIF, will take over the service from the end of January 2015. The sale includes the five vessels used to operate the service. The sale means that the Stena AB Group will report a capital gain of approximately MSEK 1,600, which will be credited to the Group during the first quarter of 2015. In January 2015, an agreement was signed regarding the sale of Stena Feronia for MEUR 23. The vessel will be delivered at the turn of the month March/April. In February 2015, Marine Atlantic exercised its purchase option for 70 STENA AB 2014 In February, a property was sold in London for MGBP 19. The newly constructed IMOIIMAX-vessel Stena Impression was delivered in February 2015 from the Samsung Shipyard in South Korea. In February 2015, the vessel Stena Calypso was sold via a hire purchase agreement for MUSD 9,6. The service between Holyhead and Dun Laoghaire was discontinued in February 2015. In March 2015, properties in Gothenburg were sold for MSEK 925. In the end of March 2015, Stena Adactum signed an agreement to sell the Mediatec companies. The buyer is the company NEP that works in the same line of business. The transaction is planned to take place during May 2015. In February 2015, the High Court in London approved the new funding regime for MNRPF and the plan for deficit contributions. This the vessels Highlanders and Blue Puttees for MEUR 69 each with deliv- means that the Group’s share of deficit is settled to 19% and contribu- ery in December 2015 and February 2016. tions made since 2001 are set off by future deficit. Parent Company INCOME STATEMENTS Years ended 31 December MSEK Note 2013 2014 Revenues 1 136 136 Administration expenses 2 (199) (204) Other operational income Income from operations 32 (270) (31) (338) (42) 1,672 Result from shares in Group companies 3 Result from securities and receivables accounted for as tangible fixed assets 4 Other interest income and similar profit/loss items 5 237 168 Interest expense and similar profit/loss items 6 (810) (2,278) Finance net Group contribution 7 Income before tax Taxes Net income 8 1,165 (615) 727 679 545 33 934 (10) 48 23 982 STENA AB 2014 71 PARENT COMPANY Parent Company BALANCE SHEETS As of 31 December MSEK Note 2013 2014 Shares in Group companies 9 15,801 16,648 Long-term receivables, Group companies 9 8,497 8,727 Marketable securities 10 342 274 Other non-current assets 10 459 567 Total financial fixed assets 25,099 26,216 Total non-current assets 25,099 26,216 820 1,394 Assets Tangible fixed assets Current assets Short-term receivables, Group companies Other receivables 20 7 54 68 894 1,469 894 1,469 25,993 27,685 Share capital, 50,000 shares, SEK 100 each 5 5 Statutory reserve 2 2 Total restricted equity 7 7 12,699 12,502 Prepaid expenses and accrued income 11 Total short-term receivables Cash and cash equivalents Total current assets Total assets Shareholders’ equity and liabilities Shareholders’ equity Retained earnings Net income 23 982 Total unrestricted equity 12,722 13,484 Total shareholders’ equity 12,729 13,491 Non-current liabilities Long-term debt 12 5,331 10,362 Senior Notes 13 6,436 2,585 Pensions and other non-current liabilities Total non-current liabilities 12 3 11,779 12,950 Current liabilities Trade accounts payable Current liabilities, Group companies Other current liabilities Accrued costs and prepaid income 14 Total current liabilities Total shareholders´ equity and liabilities 72 STENA AB 2014 Pledged assets 15 Commitments and contingent liabilities 15 9 10 1,262 660 40 271 174 303 1,485 1,244 25,993 27,685 20,597 18,932 Parent Company STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY MSEK Share Capital Statutory reserves Retained earnings and net income Total 5 2 12,888 12,895 (189) (189) Equity as of 31 December 2012 Dividend Net Income Equity as of 31 December 2013 5 2 Dividend Net Income Equity as of 31 December 2014 5 2 23 23 12,722 12,729 (220) (220) 982 982 13,484 13,491 Parent Company STATEMENTS OF CASH-FLOW Years ended 31 December MSEK Note 2013 2014 23 982 Net cash flows from operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities Unrealised result on financial instruments 238 251 Unrealised foreign exchange (gains)/losses 155 1,172 Deferred income taxes Group contributions Other non cash items Cash flow from operations before changes in working capital 8 10 (48) (679) (545) 6 (123) (247) 1,689 2,300 (1,030) Changes in working capital Receivables within Group companies Other receivables Other current liabilities Net cash provided by/used in operating activities (21) 22 18 (12) 2,050 669 (423) (848) Net cash flows from investing activities Proceeds from sale of securities and long-term receivables, net Increase of long-term receivables, Group companies (1,105) (230) Net cash provided by/used in investing activities (1,528) (1,078) Dividend (189) (220) Group contributions received/paid, net (760) 679 New borrowings 1,265 3,859 Principal payments on debt (838) (3,851) (522) 409 Net change in cash and cash equivalents 0 0 Cash and cash equivalents at beginning of year 0 0 Cash and cash equivalents at end of year 0 0 Net cash flows from financing activities Other financing activities Net cash provided by/used in financing activities (58) STENA AB 2014 73 PARENT COMPANY Parent Company NOTES All amounts in MSEK. Accounting principles, see Note 1 in the C onsolidated Notes. 1. REVENUES The revenues in the parent company refer to services made for Group Companies. For 2014 the revenues were MSEK 136, whereof 98% from Group Companies. For 2013 the revenues were MSEK 136, whereof 88% from Group Companies. 2. ADMINISTRATION EXPENSES Fees to the auditors Years ended 31 December MSEK Audit services 2013 2014 5 5 Audit related fees 1 Tax services 1 2 Total 6 8 Audit fees relate to examination of the annual report, financial services required by enactment, articles of association, regulations or accounting and the administration by the Board and the President as agreement. Tax services include both tax consultancy and tax compli- well as other tasks related to the duties of a company auditor. The ance services. audit operation includes, except the audit, other quality assurance 3. RESULT FROM SHARES IN GROUP COMPANIES A dividend was received from Stena International S.A. amounting to MSEK 916. Anticipated dividend of MSEK 249 from Stena Adactum has been booked. 4. R ESULT FROM SECURITIES AND RECEIVABLES ACCOUNTED FOR AS TANGIBLE FIXED ASSETS Years ended 31 December MSEK 2013 Unrealised result from financial instruments (132) (43) (27) 1,303 Exchange differences 2014 Interest income 117 412 Total (42) 1,672 Of the total interest income MSEK 412 came from Group Companies. In 2013, MSEK 117 came from Group Companies. 5. OTHER INTEREST INCOME AND SIMILAR PROFIT/LOSS ITEMS Years ended 31 December MSEK Intercompany interest income Interest income from derivatives Total 74 STENA AB 2014 2013 2014 170 116 67 52 237 168 6. INTEREST EXPENSE AND SIMILAR PROFIT/LOSS ITEMS Years ended 31 December MSEK 2013 2014 Interest expense (641) (855) Unrealised change in value of short-term derivatives (157) (364) Exchange differences (5) (1,043) Amortisation of deferred financing costs (6) (15) Other financial expenses (1) (1) (810) (2,278) Total Of the total interest expenses MSEK (247) came from Group Companies. In 2013 MSEK (144) came from Group Companies. 7. GROUP CONTRIBUTION The company has in 2014 received Group contributions amounting to MSEK 545 from Grytsjö Energi AB, a company within the Stena Adactum group. The company has in 2013 received Group contributions amounting to MSEK 779 from AB Stena Finans and given MSEK 100 to Stena Line Scandinavia AB. 8. INCOME TAXES Years ended 31 December MSEK Income before tax 2013 2014 33 934 Deferred tax (10) 48 Total taxes (10) 48 Statutory income tax rate (7) (205) Expenses not deductible (3) The reconciliation of the difference between the statutory tax rate in Sweden and the effective tax rate are set forth below (4) Non taxable income, received dividend 256 Non taxable income Tax income/tax expense 1 (10) 48 Tax paid is shown in Note 29 in the Consolidated Notes. STENA AB 2014 75 PARENT COMPANY 9. SHARES IN GROUP COMPANIES As of 31 December MSEK Reg.ID Share, % Located in Amount of shares in 000’s Booked value 2013 Booked value 2014 590 Stena Rederi AB 556057-8360 Göteborg 100 25 590 AB Stena Finans 556244-5766 Göteborg 100 500 550 550 Stena Fastigheter AB 556057-3619 Göteborg 100 119 2,935 2,982 Stena Adactum AB 556627-8155 2,664 Stena International S.A. Göteborg 100 500 1,864 Luxembourg 100 4,768 9,862 9,862 15,801 16,648 Total shares in Group companies Stena AB has paid MSEK 800 to Stena Adactum AB and MSEK 47 to Stena Fastigheter AB as share holders c ontribution. The subsidiaries´ share of larger The Parent company has the following long-term receivables Group companies on Group companies Ownership Located in % As of 31 December, 2014 Booked value MSEK Stena Bulk AB Göteborg 100 Stena Rederi AB 862 Stena Line Scandinavia AB Göteborg 100 AB Stena Finans 7,265 Stena Line Holding BV The Netherlands 100 Stena Adactum AB Stena Holland BV The Netherlands 100 Stena Line Ltd The United Kingdom 100 Total long-term receivables Group companies 8,727 Stena Drilling (Holdings) Ltd The United Kingdom 100 Stena North Sea Ltd The United Kingdom 100 Opening balance 8,497 Stena Ropax Ltd The United Kingdom 100 Stena Switzerland AG Switzerland 100 Stena Maritime AG Switzerland 100 600 New receivables 3,926 Change in receivables (4,603) Exchange differences 907 Closing balance 8,727 A complete list of the companies in the Group has been delivered to the Swedish companies registration office. For information of associated companies and joint ventures see Note 6 “Participations in associated companies, joint ventures and other collaborative arrangements” in Consolidated Notes. 10. OTHER FINANCIAL FIXED ASSETS Marketable securities MSEK Opening balance 342 Additions Disposals (14) Revaluation (59) Exchange differences 5 Closing balance as of 31 December 2014 274 Marketable securities regard long-term holdings of listed shares (see Note 14 in the Consolidated Notes). Other long-term assets MSEK Opening balance Additions Deferred tax receivables Other long-term receivables Other long-term securities 422 11 23 3 459 11 51 109 (10) (18) 44 567 47 Valuation to fair value 17 Disposal Closing balance as of 31 December 2014 Capitalised costs (8) 469 3 51 Total 17 Other long-term securities relate to holding non-listed shares (see Note 15 in the Consolidated Notes). Capitalised costs consist of costs for issuing bonds. These costs are allocated to the loans remaining duration (see Note 6 in the Consolidated Notes). 76 STENA AB 2014 11. PREPAID EXPENSES AND ACCRUED INCOME As of 31 December MSEK 2013 2014 Prepaid expenses 10 7 Accrued income 44 61 Total 54 68 12. OTHER LONG-TERM DEBT The amount is regarding the utilisation of credit facility. For information about the credit facility guaranteed by Svenska Exportkreditnämnden (see Note 23 in the Consolidated Notes). 13. SENIOR NOTES For information about the Senior Notes (see Note 24 in the Consolidated Notes). 14. ACCRUED COSTS AND PREPAID INCOME As of 31 December MSEK Accrued interest expense Accrued vacation salaries and social security debt Other accrued expenses Deferred income Total 2013 2014 147 291 12 11 3 1 12 174 303 15. PLEDGED ASSETS, COMMITMENTS AND CONTINGENCIES As of 31 December MSEK Guarantees, subsidiaries Guarantees, other Total 2013 2014 20,161 18,417 436 515 20,597 18,932 16. PERSONNEL For more information about employees, salaries, other remunerations and social securities for employees (see Note 32 in the Consolidated Notes). STENA AB 2014 77 PARENT COMPANY PROPOSED TREATMENT OF UNAPPROPRIATED EARNINGS The following funds in the Parent company are available to the Annual General Meeting (SEK thousand) Retained earnings 12,502,530 Net income 981,620 Unrestricted equity 13,484,150 The Board of Directors propose the following: A dividend to the shareholders 225,000 A dividend to Sten A Olssons Foundation for Culture and Science and other public good purposes as a gift according to the Companies Act Chapter 17 Paragraph 5 19,000 To be carried forward 13,240,150 Total 13,484,150 Göteborg, 17 April 2015 Lennart Jeansson Dan Sten Olsson Gunnar Brock Chairman of the Board Managing Director Board member Anne-Marie Pouteaux Christian Caspar Maria Brunell Livfors Board member Board member Board member Lars Westerberg Jörgen Lorén Board memberEmployee representative Mahmoud Sifaf Employee representative Our Audit Report has been released on 17 April 2015 78 STENA AB 2014 Peter Clemedtson Johan Rippe Authorised Public Accountant Authorised Public Accountant AUDITOR’S REPORT To the annual meeting of the shareholders of Stena AB (publ), corporate identity number 556001-0802 Report on the annual accounts and consolidated accounts financial position of the group as of 31 December 2014 and of their We have audited the annual accounts and consolidated accounts of financial performance and cash flows for the year then ended in Stena AB for the year 2014. accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act. The statutory Responsibilities of the Board of Directors and the Managing administration report is consistent with the other parts of the annual Director for the annual accounts and consolidated accounts accounts and consolidated accounts. The Board of Directors and the Managing Director are responsible for We therefore recommend that the annual meeting of shareholders the preparation and fair presentation of these annual accounts in adopt the income statement and balance sheet for the parent com- accordance with the Annual Accounts Act and of the consolidated pany and the group. accounts in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act, and for such Report on other legal and regulatory requirements internal control as the Board of Directors and the Managing Director In addition to our audit of the annual accounts and consolidated determine is necessary to enable the preparation of annual accounts accounts, we have also audited the proposed appropriations of the and consolidated accounts that are free from material misstatement, company’s profit or loss and the administration of the Board of whether due to fraud or error. Directors and the Managing Director of Stena AB for the year 2014. Auditor’s responsibility Responsibilities of the Board of Directors and Our responsibility is to express an opinion on these annual accounts and the Managing Director consolidated accounts based on our audit. We conducted our audit in The Board of Directors is responsible for the proposal for appropria- accordance with International Standards on Auditing and generally tions of the company’s profit or loss, and the Board of Directors and accepted auditing standards in Sweden. Those standards require that the Managing Director are responsible for administration under the we comply with ethical requirements and plan and perform the audit to Companies Act. obtain reasonable assurance about whether the annual accounts and Auditor’s responsibility consolidated accounts are free from material misstatement. An audit involves performing procedures to obtain audit evidence Our responsibility is to express an opinion with reasonable assurance about the amounts and disclosures in the annual accounts and consoli- on the proposed appropriations of the company’s profit or loss and on dated accounts. The procedures selected depend on the auditor’s the administration based on our audit. We conducted the audit in judgement, including the assessment of the risks of material misstate- accordance with generally accepted auditing standards in Sweden. ment of the annual accounts and consolidated accounts, whether due As a basis for our opinion on the Board of Directors’ proposed to fraud or error. In making those risk assessments, the auditor consid- appropriations of the company’s profit or loss, we examined the Board ers internal control relevant to the company’s preparation and fair of Directors’ reasoned statement and a selection of supporting evi- presentation of the annual accounts and consolidated accounts in dence in order to be able to assess whether the proposal is in accord- order to design audit procedures that are appropriate in the circum- ance with the Companies Act. stances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes As a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated evaluating the appropriateness of accounting policies used and the accounts, we examined significant decisions, actions taken and circum- reasonableness of accounting estimates made by the Board of stances of the company in order to determine whether any member of Directors and the Managing Director, as well as evaluating the overall the Board of Directors or the Managing Director is liable to the com- presentation of the annual accounts and consolidated accounts. pany. We also examined whether any member of the Board of Direc- We believe that the audit evidence we have obtained is sufficient tors or the Managing Director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles and appropriate to provide a basis for our audit opinions of Association. Opinions We believe that the audit evidence we have obtained is sufficient In our opinion, the annual accounts have been prepared in accordance and appropriate to provide a basis for our opinions. with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 Decem- Opinions ber 2014 and of its financial performance and its cash flows for the We recommend to the annual meeting of shareholders that the profit be year then ended in accordance with the Annual Accounts Act. The appropriated in accordance with the proposal in the statutory adminis- consolidated accounts have been prepared in accordance with the tration report and that the members of the Board of Directors and the Annual Accounts Act and present fairly, in all material respects, the Managing Director be discharged from liability for the financial year. Göteborg, 17 April 2015 Peter Clemedtson Johan Rippe Auktoriserad revisor Auktoriserad revisor STENA AB 2014 79 GROUP FIVE-YEAR SUMMARY MSEK Revenues 2011 2012 2013 2014 27,150 27,968 27,388 30,240 33,563 EBITDA excluding sale of assets 7,073 6,512 7,060 7,947 9,646 Income from operations 3,558 4,578 3,401 3,887 4,865 131 60 18 (51) (5) 2,680 2,779 1,777 2,148 2,799 Share of affiliated companies’ results Income before taxes Vessels 28,753 34,185 40,708 40,956 46,141 Investment properties 24,148 25,753 26,658 27,831 29,367 Other noncurrent assets 37,070 29,842 27,494 26,412 28,150 Cash and cash equivalents/short-term investments 5,792 4,255 3,676 3,747 4,754 Other current assets 6,403 6,909 7,446 7,528 8,485 33,505 34,645 34,479 39,214 42,838 2,580 2,332 1,994 1,356 1,335 52,176 52,382 56,939 55,919 68,422 6,677 9,237 11,488 11,723 13,222 94,938 98,596 104,900 108,212 125,817 Shareholders’ equity including deferred income taxes Other provisions Other noncurrent liabilities Current liabilities Total assets Cash flow from operations Net cash used in investing activities Net cash provided by/used in financing activities Net change in cash and cash equivalents Number of employees, average Number of vessels1) 1) Including owned and chartered in vessels 80 STENA AB 2014 2010 5,065 4,895 5,034 5,017 9,598 (9,681) (5,579) (11,553) (4,583) (8,313) 5,151 559 6,489 (19) 35 482 (78) (6) 472 1,453 9,847 10,242 10,565 11,348 11,231 91 106 117 137 151 The Financial Report, the Annual Review and the Sustainability Report are available online at www.stena.com. Printed reports are provided by [email protected]. Solberg. Photos and images: Katja Andersson, Dan Ljungsvik, Peter Mild, Per-Anders Hurtigh, Johan Palmborg med flera. Printing: Falk Graphic. N L ECOLA DIC BE OR 3041 0165 PRINTED MATTER Care Innovation Performance Stena AB (publ) SE-405 19 Göteborg, Sweden Telephone +46 31 85 50 00 www.stena.com