NORWEGIAN AIR SHUTTLE ASA
NORWEGIAN AIR SHUTTLE ASA
ANNUAL REPORT 2021
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 2
CONTENTS
LETTER FROM THE CEO 3
BOARD OF DIRECTOR'S REPORT 5
FINANCIAL STATEMENTS 16
CONSOLIDATED 17
PARENT COMPANY 64
ANALYTICAL INFORMATION 83
CORPORATE RESPONSIBILITY 86
ENVIRONMENTAL SUSTAINABILITY 92
CORPORATE GOVERNANCE 95
DECLARATION FROM THE BOARD OF DIRECTORS AND CEO 100
AUDITOR'S REPORT 101
BOARD OF DIRECTORS 105
MANAGEMENT 108
DEFINITIONS AND ALTERNATIVE PERFORMANCE MEASURES 110
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 3
LETTER FROM THE CEO
2021 presented new hopes and renewed
challenges across the aviation industry due
to the global COVID-19 pandemic.
Norwegian went through a dramatic
positive transformation which culminated
in the business restructuring debt liabilities
and strengthening the financial capital of
the Company. We have now created a
business that is fit for purpose, ready and
able to adapt to an evolving trading
environment as the world begins to once
again look to travel for both leisure and
business.
Norwegian reported an operating loss
(EBIT) of NOK 2,786 million, compared to a
loss of NOK 23,768 million in 2020. The
Company’s total revenue in 2021 was NOK
5,068 million, a decrease of 44 percent
compared to a year earlier. From April
through to June we operated between eight
and 15 aircraft on selected routes.
Throughout the summer and beyond, once
travel restrictions were eased, we operated
33 to 49 aircraft across Europe, ending the
year with 51 aircraft in our fleet.
2021 – THE YEAR THAT DEFINED
THE NORWEGIAN OF THE
FUTURE
The successful completion of both the
Examinership and Reconstruction
processes in Ireland and Norway, followed
by the subsequent capital raise, marked a
new era for the Company. As a result, we
could now focus on the future of our
operations and return to our core
principles of offering good value and
excellent service. Over the past year, we
have steadily rebuilt our network to key
European destinations as passenger
demand increased. I am especially pleased
that we reopened our bases in Stavanger,
Bergen and Trondheim, welcoming back
colleagues who remained committed to
Norwegian throughout this difficult period.
The bases in Copenhagen and Helsinki were
reopened in 2021 as well. We have also
commenced pilot and cabin crew
recruitment processes across Scandinavia
as we look to strengthen our presence in
these markets. Norwegian remains a vital
contributor to local Scandinavian
economies from employment opportunities
to supporting tourism and businesses, and
we remain committed to fortifying our
position across the region.
Passenger demand and bookings steadily
increased over the latter half of the year as
travel restrictions eased. As a result, I was
especially pleased to be able to remove the
temporary restrictions placed on our
Reward program and fully reopen the
scheme to our customers. The importance
of customer loyalty cannot be
underestimated, and we will look to
continuously improve our reward
programme and products to provide
customers with offers and services that
they truly value.
As part of our business plan in 2021, we
pledged to resize our fleet while
introducing flexible leasing options such as
power-by-the-hour. We operated an
average of between 15 aircraft in the first
half of the year, increasing to a peak of 49
in the latter half. This flexibility has allowed
us to robustly protect our financial position
while adapting to market demands. A
business can only survive if it can adapt to
changing market conditions, and I am proud
to say that our agility to react quickly has
been the envy of some of our competitors.
Norwegian has a proud history of
implementing the latest sustainable
solutions in order to lower emissions across
our business. These efforts continue today.
From ongoing targeted training for our
colleagues and pilots to using innovative
technology and modern fuel-efficient
aircraft both now and in the future, we are
not only reaching our sustainability goals,
but we are also ensuring that one of our
primary costs, aviation fuel, is reduced.
NORWEGIAN TODAY – READY
TO FACE NEW CHALLENGES
AND SEEK NEW OPPORTUNITIES
Norwegian was, as the aviation industry
world-wide in general, exposed to the
effects of the COVID-19 pandemic when
our industry effectively shut down globally
in 2020. Yet, we have defied the negative
predictions of some who assumed that
Norwegian would be a casualty and
potentially no longer in operation. In fact,
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 4
the opposite is now true, we have created a
Company that is resilient, focused, agile,
lean and efficient.
We have already surpassed many great
milestones, notably reduced our debt
liability and rightsized our fleet and
operations. The challenges that we faced
were surmounted, but my commitment to
Norwegian is not solely focused on the
Company surviving past the impact of the
COVID-19 pandemic. As I look to the future,
I see a path to sustainable and profitable
growth that will benefit our shareholders,
employees, and local economies.
We will continue to invest in our people, our
product in the air and on the ground and
look to renew and grow our fleet with
modern more fuel-efficient aircraft. We
will seize opportunities in markets that we
currently serve and look to expand our
network to other profitable destinations.
Through an improved cost base, increased
seasonal flexibility and a strong balance
sheet, the Company is strongly positioned
to compete head-on with all market
competitors. We will continue
implementing lean processes across the
business to ensure that we remain ahead of
the competition.
For many of our customers, the desire to
travel has been heightened by the events of
the last two years, and Norwegian is now
well placed to be the airline of choice for
customers seeking value and excellent
service. Demand may once again fluctuate
due to potential future travel restrictions,
but we are now better prepared than we
have ever been to face these hurdles head
on and provide our customers with a
service and brand that they can count on.
As I proudly reflect on our achievements
over the last year, I would like to thank our
dedicated colleagues, shareholders and
suppliers as we continue to strengthen our
presence across the Nordics and key
markets.
/s/ Geir Karlsen
Chief Executive Officer
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 5
BOARD OF DIRECTORS' REPORT
Throughout 2021, Norwegian has
continued to focus on reducing costs and
restructuring the airline to enable it to
become a stronger, more resilient and
focused entity to the benefit of all
shareholders, customers and employees.
The ongoing global impact of the COVID-19
pandemic and subsequent international
travel restrictions presented the Company
with continued operational challenges that
only began to be alleviated from the spring
onwards. Norwegian reported an operating
loss (EBIT) of NOK 2,786 million,
representing an improvement of NOK
20,982 million compared to 2020. Revenue
decreased by 44 percent in 2021 with an
associated increase in yield by 21 percent
and a decrease in load factor of 2.4
percentage points to 72.8 percent. The on-
time performance was 89.9 percent. The
airline’s CO2 emissions per passenger were
also impacted negatively due to the drop in
passenger demand and shorter flight
distances when compared to the previous
year. CO2 emissions increased by 6 percent
to 89 grams CO2 per passenger kilometre.
Around 6.2 million passengers flew with
Norwegian in 2021, a decrease of 10
percent compared to 2020. The decrease
was dampened by the lifting of COVID-19
related global travel restrictions from the
summer onwards.
In 2021, the capacity, measured by available
seat kilometres (ASK), was 48 percent lower
than the previous year. The reduction in
ASK compared to previous years was driven
by the drastic reduction in flight operations
due to the global COVID-19 pandemic, the
discontinuation of the Company’s long-
haul operations and the resizing of the
Company’s fleet and organisation following
the restructuring.
During the first quarter of 2021 the
Company operated an average of between
eight and fifteen aircraft, as demand
steadily grew this rose to between 33 and
49 aircraft during the peak season. At year
end, the Company had an operational fleet
of 51 Boeing 737-800 aircraft.
In March 2021, Norwegian received court
approval for the examinership process in
Ireland, which was soon followed in April by
court approval in Norway for the respective
reconstruction process. These important
milestones allowed the Company to
announce a subsequent capital raise with
an upper limit set to NOK 6 billion. During
the month of May, the Company formally
exited the financial restructuring processes
and announced the positive conclusion of
the capital raise. The result led to a
substantial reduction in total liabilities and
debt to approximately NOK 16 billion, of
which approximately NOK 5 billion being
aircraft related debt. The cash position of
the Company was also dramatically
improved to more than NOK 7 billion.
As international travel restrictions began to
be lifted entering into the summer period,
Norwegian reported six consecutive
months of positive passenger growth as
demand continued to increase month on
month. October saw over one million
passengers travel with Norwegian, which
brought to a close a busy and successful
summer season. During the summer
months the Company ramped up
operations serving 18 domestic and 35
international routes in July and August. Key
destinations included Spain, Greece and
Croatia following pent-up demand and
bookings from all Nordic markets.
Our winter flying schedule for the second
half of 2021 had already been reduced in
light of traditionally weaker demand
compared to the summer months. The
rapid spread of the omicron virus variant
and subsequent reinstatement of
international travel restrictions at short
notice meant that further capacity
reductions were necessary. The agility and
adaptability of the Company to rightsize
operations due to lower demand across our
markets reduced the financial and
operational impact during this period.
In June, as demand and forward bookings
continued to increase month on month, the
Company reopened its base in Denmark
and announced that 200 pilots and cabin
crew would be hired in Copenhagen.
Improving market conditions and positive
long term forecasts showing passenger
demand beginning to return to pre-
pandemic levels led the Company to reopen
its bases in Stavanger, Bergen and
Trondheim in October.
In August, the Company released its
summer 2022 flying schedule with a strong
focus on Nordic markets with a planned
ramp up of routes to key European
destinations. Around 260 routes were
published for sale with a planned increase
in fleet size to 70 aircraft, including the
addition of two Boeing 737 MAX aircraft
announced in December.
From November, Norwegian removed all
temporary restrictions on the use of
CashPoints under its loyalty programme,
Norwegian Reward. The loyalty programme
remains an important part of the Norwegian
customer proposition and had as of the end
of the year close to nine million members.
The validity of CashPoints due to expire in
2021 were extended to 31st December 2022
to allow customers to utilise their points
across the network.
KEY EVENTS 2021
• In January, Norwegian announced a new
business plan focusing on profitable key
European destinations and the
discontinuation of all long-haul services
• In late March and early April, the
respective Examinership and
Reconstruction processes in Ireland and
Norway were approved, allowing the
Company to prepare the process of
raising new capital
• In May, Norwegian announced the positive
results of the capital raise, including the
Rights Issue Offer which was
oversubscribed by 395 percent
• The month of May also marked another
milestone, as the Company emerged from
financial restructuring with a significantly
reduced total debt liability and a strong
cash position
• In June, Geir Karlsen, formerly Chief
Financial Officer of Norwegian, was
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 6
appointed as the new CEO with
immediate effect
• Late June, the Copenhagen base was
reopened, and the process of hiring 200
pilots and cabin crew was initiated
• In August, Norwegian announced the full
Summer 2022 schedule, encompassing
around 260 routes to key European
destinations
• In October, Norwegian reopened bases in
Stavanger, Bergen and Trondheim in
response to a steady increase in
passenger demand over a number of
months
• The month of October also marked the
return from furlough of all pilots and
cabin crew in Norway
• Also in response to improving market
conditions, Norwegian removed all
temporary CashPoints restrictions and
reopened the Norwegian Reward loyalty
programme in its original form from
November
• In November, the reopening of the
Helsinki base was announced
• In December, Norwegian announced that
it had entered into an agreement to lease
two Boeing 737 MAX 8
• Also in December, Norwegian proudly
announced that the collaboration
between the Company and UNICEF
Norway would be extended for another
three years.
GROUP OVERVIEW
“the Company”), the parent of the
Norwegian Group (“the Group”), is
headquartered at For nebu in Norway, just
outside Oslo. Norwegian has a leading
position in the Nordic market, operating
short-haul point-to-point flights within the
Nordics and from the Nordics to
Continental Europe. At year-end 2021, the
Company and its subsidiaries employed
3,310 staff at its headquarters and its nine
operational bases across five countries.
Figures include apprentices and temporary
employees in administrative positions.
Norwegian has additional branch
registrations according to local
requirements in the operating regions.
BUSINESS STRATEGY
Since 2018, Norwegian has been
progressing well shifting the strategic focus
from growth to profitability and has taken
major operational and financial measures
that allowed the Company to guide on a
positive net profit in 2020. As society
overall, and in particular the aviation
industry, suffered from the consequences
of the COVID-19 pandemic, Norwegian was
forced to ground a significant part of its
fleet due to government-imposed travel
restrictions and lack of demand, and took
drastic measures immediately to preserve
liquidity and navigate through the crisis.
During this period, the Company has seized
the opportunity to completely restructure
and re-create a strong, investable airline
with a new strategy and business plan.
ROBUST FINANCIAL PLATFORM
The restructuring has allowed the Company
to rightsize the network and fleet around
the profitable core Nordic business and
give financial headroom to maneuver
through the pandemic until demand
recovers. In addition, both phases of the
restructuring seek to lower financial and
ownership costs and thereby creating an
economically sustainable platform for the
Company for the benefit of all
stakeholders. The Phase 2 Restructuring
was successfully completed in May 2021.
STRONG NORDIC-FOCUSED NETWORK
The new short-haul network is an
optimized, consolidated version of the
network Norwegian has developed and
refined since the beginning in 2002 with a
core Nordic footprint. Over the past two
years, the Company has rationalized the
route portfolio and the new network of
300+ routes encompasses the historically
strongest-performing routes while
maintaining the presence and connectivity
that our customers highly value. Pre-
COVID, Norwegian was the leading carrier
for leisure-oriented traffic in the Nordics
and the second largest on domestic & intra-
Nordic flights, and the new network is
designed to defend and strengthen this
position. Furthermore, changes are made
to deliver a more efficient operation with a
focus on the most popular destinations and
the largest traffic flows. Importantly,
sufficient scale allows the airline to
maintain a clear cost advantage versus its
closest peers and potential new entrants.
The long-haul network was in January 2021
decided to be terminated following the
economic rightsizing of the fleet and the
Company.
COMPETITIVE COST BASE
A low-cost operating model with reduced
complexity, higher reliability and, most
importantly, a rightsized and competitive
cost base, is the Company’s fundament to
continue to provide affordable fares to all.
The airline will leverage and strengthen its
cost advantage going forward, boosted by
the effects obtained in the restructuring
and with a clear strategic priority in further
improving cost-efficiency and reinforcing
cost control. Through the hibernation
period, the airline has reviewed its entire
operational setup, processes and sourcing
practices and has emerged as a streamlined
Company devoted to its core business.
Clear efficiency-gains are realized from
improved asset and resource utilization,
concentrated network, and reduced
overhead. This model allows Norwegian to
compete effectively on price versus legacy
carriers, on scale versus new entrants and
with a superior quality offering than what
the ultra low-cost carrier (ULCCs) airlines
offer. Maintaining and improving on this
competitiveness, by striving every day for
increased cost-efficiency in combination
with a customer offering of high quality, is
key to the Company’s DNA.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 7
ATTRACTIVE CUSTOMER OFFERING
Norwegian will leverage its brand value and
customer satisfaction to continue to be the
preferred option for those who seek an
affordable alternative without
compromising on quality. It is the
combination of the competitive cost base
and the strong customer value offering that
has been and will continue to be
Norwegian’s winning formula. Norwegian
strives to deliver customer value across the
entire customer journey; at the very start of
the journey by being top-of-mind and first
choice for leisure and business travelers,
followed by a hassle-free booking
experience across a rich set of booking
alternatives at your choice, a smooth
check-in and boarding process, a pleasant
inflight experience with excellent customer
service by our professional crew, and by
on-time arrivals.
In addition, Norwegian will continue to
develop and leverage the unique and
award-winning Reward program, with over
four million members in the Nordics, to
create customer value and enhanced
customer loyalty. This will be enabled
through new and existing partnerships and
innovative service- and product offerings.
HIGH-PERFORMING ORGANIZATION
Increased labor efficiency following a re-
designed, more crew-friendly network
allowing for a right-sized base structure,
will increase utilization and reduce
operational costs. The Company will be
better positioned to manage seasonality
through a leaner organization and more
flexible arrangements.
Importantly, Norwegian has a very
dedicated, experienced workforce with a
strong fighting spirit. Norwegian Crew are
consistently receiving high scores in
customer experience surveys. Norwegian
will continue to build a strong employer
brand that will be a competitive force to
attract and retain top talent and
competence vital to succeed in a post-
COVID-19 environment.
Norwegian has a strong organization and
governance structure with an experienced,
dedicated executive team and redesigned
management levels building on key
performers and new talent. To support the
new organization, a modernized and
flexible backbone will boost productivity
through select IT investments,
development of new business centers and
rigorous supply chain management.
CORE VALUES
Due to the change in strategy, the new
business plan and the introduction of the
new mantra “Your Smart Move” the
Company have started, in collaboration
with different employee groups, to define
and determine the desired behaviors and
values that should shape our culture for the
future and enable us to deliver on our
customer brand.
CORPORATE STRUCTURE
The Norwegian Group consists of the
parent company, Norwegian Air Shuttle
ASA, and its directly or indirectly owned
subsidiaries in Norway, Sweden, Denmark,
Finland, Ireland, Spain, Latvia and the
United States.
The Group has structured its operations
and different functions into several entities
with the purpose to have an organizational
structure that maintains Norwegian’s
flexibility and adaptability considering the
Company's strategy. The respective
companies offer permanent employment,
with terms & conditions in accordance to
local markets, laws and regulations.
The Group does not report profit per entity,
as the Executive Management considers the
business as one operating segment, low-
cost air passenger travel. The Group’s
operating profit comes from airline-related
activities and the aircraft fleet is the
Group’s main revenue generating asset,
which is utilized across the Group's
geographical segment.
The Group’s organization is further
organized into five functional business
areas:
• Network, Pricing & Optimization
• Product & Digital Development
• Marketing, Sales & Customer Care
• Operations
• Support Functions
NETWORK, PRICING & OPTIMIZATION
The objective for the business area is to
optimize the P&L for the airline through
network, pricing and operations planning.
This is achieved through the development
of the network strategy and allocation of
aircraft not just for the commercial
production, but also cargo and charter,
through ongoing route management.
Committed focus is given to airline
planning, which is broken down into fleet,
and operations planning, schedule
development, slot strategy and crew
resourcing optimization.
PRODUCT & DIGITAL DEVELOPMENT
The business area primary objective is to
deliver superior user experiences across
digital and physical touchpoints, and to
maximize value from ancillary products,
inflight sales, partnerships and the loyalty
program. Product & Digital development
was introduced to increase focus on
revenue development of ancillary services
as a key contributor to the business plan, to
consolidate management and development
of all products in one unit, and to ensure
that Norwegian is delivering a friction-free
and personalized user experience across
the travel journey. By combining products
with digital development we aim to increase
focus on the digital customer experience
and to position Norwegian as a digital
leader in the travel industry.
The business area consist of the following
areas:
• Product Management: Secure great
product experiences for travel ancillaries,
drive revenue growth, and introduce new
products and concepts in the
marketplace
• Loyalty & Memberships: Secure a
profitable and industry-leading Reward
program with close to nine million
members and maximize revenues from
partnerships
• In flight Retail: Deliver an attractive
product offering and inflight experience
that promotes a profitable retail
operation in the air
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 8
• Digital channel development: Develop
conversion-oriented, friction free and
best in class user experiences
As Tor-Arne Fosser, EVP Product & Digital
Development, left the Management Group
in April 2022, the Product & Digital
Development business area will be
consolidated within Network, Pricing &
Optimisation and Marketing, Sales & and
Customer Care.
MARKETING, SALES & CUSTOMER CARE
The business area seeks to optimize sales,
distribution and marketing in all channels,
drive the eCommerce operation and take
care of our customers with timely and high-
quality information in order to attract,
engage and support customers throughout
the entire customer journey. An important
aspect is managing and developing the
brand with a focus on aligning brand efforts
across the business to maximize investment
and marketing impact while reducing costs.
Developing a strong and consistent brand
across the business supports Norwegian’s
aim to deliver positive customer
experiences in Europe.
OPERATIONS
At year-end 2021, Norwegian had three
airline operators in two different countries,
each holding a unique national air
operator’s certificate (AOC). Each AOC is
under the supervision of the civil aviation
authorities in their respective country. The
AOCs exist to give the Norwegian Group
broad market access and have now been
fully aligned with the new business plan.
The parent company Norwegian Air Shuttle
ASA (NAS), based at Fornebu , outside Oslo,
Norway, holds one of the AOCs. The fully
owned subsidiaries Norwegian Air Norway
AS (NAN), based at Fornebu, Norway, and
Norwegian Air Sweden AB (NSE), based in
Stockholm, Sweden, each have an AOC.
Norwegian's commercial airline activities
have been operated through local bases in
the following countries: Norway, Sweden,
Denmark, Finland and Spain. The base
structure has been consolidated as a result
of the new business plan.
Red Handling carries out ground handling
services and is established in the UK and
Spain. Red Handling UK Ltd. which provided
ground handling services at London
Gatwick Airport (LGW) was closed on 31
st
December 2021 and handling at London
Gatwick has been subcontracted to Fenix
Logistics as part of a long term agreement.
Red Handling Spain S.L provides ground
handling services at Barcelona Airport
(BCN), Alicante Airport (ALC), Palma de
Mallorca Airport (PMI), Málaga Airport (AGP)
and Las Palmas Airport (LPA).
SUPPORT FUNCTIONS
The Group has four important support
functions: Finance & Control, People, IT &
Business Services and Communications &
Public Affairs.
The Finance & Control business area
oversees the Group´s asset companies,
which are organized in a set of subsidiaries
based in Dublin, Ireland. Arctic Aviation
Asset DAC is the parent company. The
business area handles aircraft financing,
leasing and ownership.
MARKET CONDITIONS
The financial year 2021 began with the
COVID-19 pandemic entering its second
wave with infection rates spiking across all
of Norwegian's core markets. Lockdowns
and strict travel restrictions were imposed
affecting demand negatively. As a
consequence of the second wave and the
financial restructuring process of
Norwegian, the Company operated a small
network during the first quarter with only
nine to ten active aircraft. The operation
consisted primarily of domestic routes in
Norway with some routes receiving
financial support by the Norwegian
government.
As the infection levels receded going into
the summer season Norwegian scaled
production back up to meet the increase in
demand. The capacity and demand
continued to increase throughout the
summer and fall peaking in October until
the aviation sector again was faced with the
challenges from the Omicron mutation.
This led to new rounds of government-
imposed lockdowns, travel restrictions and
subsequent negative impact on demand.
Norwegian ended the year with a fleet of
around 50 operational aircraft however the
utilization of the fleet was adapted to the
softer demand environment towards the
end of the fourth quarter.
Norwegian is scaling the fleet up to 70
aircraft by summer 2022 in line with the
anticipated recovery of demand. For the
2022/23 winter season, 19 aircraft will have
flexible power by-the hour (PBH) terms to
allow the Company to adjust capacity in line
with seasonal demand. Careful
considerations will be made to align the re-
introduction of aircraft into production
with sufficient passenger demand.
Going forward, Norwegian will continue to
serve its four core source markets of
Norway, Denmark, Sweden and Finland with
a balance of intra-Nordic and domestic
routes and routes to key cities and popular
leisure destinations across Europe.
Norwegian holds a strong position in these
markets and will offer a wide and relevant
product to customers flying to, from and
within these markets in the future.
Despite the global pandemic, competition
in the Nordics has intensified. We have
seen several competitors use the pandemic
as an opportunity to enter the Nordic
market, and while some have exited, we
expect a period of overcapacity before the
Nordic aviation market stabilizes again.
Norwegian is well placed to compete
against both new entrants and established
competitors, offering higher value than any
other carrier in the market; Norwegian’s
cost base is significantly lower than that of
its legacy competitors, allowing Norwegian
to offer more competitive fares.
Additionally, Norwegian’s core product
offering, including the breadth and depth
of its network, and its local brand value are
far stronger than those of any new entrants.
SAFETY AND COMPLIANCE
The operational focus is always on safety
and compliance. Safety underlies all
activities governed by our three airlines:
Norwegian Air Shuttle ASA, Norwegian Air
Norway AS and Norwegian Air Sweden AB.
Our safety standards are based on
compliance to the regulations and to our
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 9
internal documentation, managed
according to the Safety Management
System principles and have dedicated
safety departments and quality/
compliance departments. The directors of
both departments report directly to the
accountable manager of their respective
airline.
The international dimension of Norwegian
as a company brings new cultures and new
challenges to the operation. Norwegian
meets these challenges proactively, as part
of the Management of Change, by
conducting change impact assessments
and safety risk assessments to ensure that
to the highest degree possible, hazards are
identified, and associated risks are
adequately managed. Norwegian’s safety
culture is derived from industry best
practice and learning and in accordance
with the European Plan for Aviation Safety,
EPAS.
The four pillars of SMS (Safety Management
System) are:
1. Safety policy and objectives,
2. Safety promotion,
3. Safety risk management and
4. Safety assurance.
Norwegian places substantial emphasis on
its safety culture as a key safety tool, and
the Norwegian Safety Management System
is underpinned by a strong reporting
culture, which is used to provide early
identification of hazards, permitting
opportunity to prevent escalation to
accident or incident. It is also used to
measure trends to be able to be proactive
of implementing corrective actions or
mitigating factors in the safety work.
The reporting culture is built on the
foundation of “just culture”, and a “learning
culture”. “Just culture” is a culture in which
front-line operators and others are not
punished for their actions, honest
mistakes, missions or decisions taken by
them which match their experience and
training, but where gross negligence, willful
violations and destructive acts are not
tolerated. The knowledge Norwegian gains
from its safety reporters is used to ensure
continual safety improvement. The
Norwegian code of ethics, applicable to all
personnel, welcomes and ensures that all
cultures amongst the Norwegian family
experience respect and recognition in the
workplace.
All changes in documentation or
organizational changes are subject to a
management of change process. The
Company has an active hazard register and
performs risk analysis to support safety
measures and managing changes. Changes
are documented and the effectiveness of
the mitigations of risks are regularly
reviewed for effectiveness in a pre-
determined set review loop.
A collaborative, cohesive and proactive
approach to safety across the Norwegian
Group is recognized and accepted as
essential to the business. Accordingly, the
safety directors drive harmonized systems
to deliver risk management and safety
assurance, and the accountable managers
and nominated persons ensure safety
lessons from one part of the airline is
utilized across the group to ensure the
Group learns and develops from a common
set of data. Safety management system
training is provided to all personnel, and
specialist safety personnel receive internal
and external training applicable to their
role.
Norwegian moved from 2021 into 2022 with
no fatal accidents since its inception in
1993. The Group had no critical personnel
injuries during 2021. The safety is managed
to a degree at and above regulatory
requirements utilizing cutting edge safety IT
systems fed with data from highly
competent and well engaged personnel.
In order to ensure compliance with the
European Union Aviation Safety Agency
(EASA) regulations the compliance
departments perform audits of both
internal functions as well as contracted
providers within all operational areas. The
focus going forward is to develop predictive
methods to manage safety.
AIRCRAFT MAINTENANCE
Each national civil aviation authority has
approved the AOCs’ maintenance
organization (CAMO) and maintenance
program (AMP).
The Company has a Maintenance Repair
Organization (MRO) organized under
Norwegian Air Shuttle ASA. The MRO
delivers maintenance services to the AOCs
in Norwegian for aircraft through a direct
agreement with the AOCs.
Major airframe and workshop maintenance
are performed by external sources subject
to approval by the European Aviation Safety
Agency (EASA) and the national aviation
authorities. Airframe (base) maintenance
for the 737 fleet is currently carried out by
Lufthansa Technik in Budapest, Hungary.
Lufthansa Technik are undertaking the
engine and component workshop
maintenance. On the 787 Trent 1000
engines, engine shop maintenance was
carried out by Rolls Royce covered under a
Total Care agreement between Norwegian
and Rolls Royce.
All maintenance, planning and follow-up
activities, both internally and externally, are
performed according to both the
manufacturers’ requirements and
additional internal requirements, and are in
full compliance with authoritative
international regulations. The Group carries
out initial quality approval, as well as
continuously monitoring all maintenance
suppliers. All supplier contracts are subject
to approval and monitored by the national
aviation authorities.
2021 finally saw the Boeing 737 MAX being
approved to operate in Europe again,
although not operated by Norwegian as
most aircraft were in the process of being
returned to their lessors. Multiple engine
changes were required on the 787’s as
these aircraft were returned to their
lessors. The MAX was grounded in March
2019 because of two fatal accidents
involving the aircraft type, on 29 October
2018, Lion Air Indonesia and the other on 10
March 2019 involving Ethiopian Airlines,
with the tragic casualty of 346 people.
FINANCIAL REVIEW
Norwegian reports consolidated financial
information compliant to the International
Financial Reporting Standards (IFRS) as
adopted by the EU.
The preparation of the accounts and
application of the chosen accounting
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 10
principles involve using assessments and
estimates and necessitate the application
of assumptions that affect the carrying
amount of assets and liabilities, income and
expenses. The estimates and the pertaining
assumptions are based on experience and
other factors. The uncertainty associated
with this implies that the actual figures may
deviate from the estimates.
Maintenance reserve obligations, and the
recognition of deferred tax assets are
among the most important estimates
applied by Management when preparing the
financial statements.
CONSOLIDATED INCOME STATEMENT
The Group’s total operating revenue for
2021 was NOK 5,068 million, a reduction of
44 percent from NOK 9,096 million in 2020.
Passenger revenue accounted for NOK
3,912 million compared with NOK 6,455
million in 2020, whereas ancillary
passenger revenue amounted to NOK 941
million compared with NOK 1,535 million in
2020. Other revenue in 2021 was NOK 200
million compared with NOK 946 million in
2020 and are primarily related to third-
party products and other revenue.
The passenger ticket revenue per available
seat kilometer (unit revenue) for 2021 was
NOK 0.41, up 17 percent compared to NOK
0.36 in 2020, following a yield increase of
21 percent. Ancillary revenue per passenger
decreased by 32 percent to NOK 152 in
2021, down from NOK 223 in 2020.
The number of passengers decreased by 10
percent during 2021 and average sector
length decreased by 31 percent compared
with 2020.
Operating expenses excluding aircraft
lease, depreciation and amortization in
2021 was reduced by 52 percent and
amounted to NOK 6,584 million compared
to NOK 13,851 million in 2020. Unit cost
decreased three percent to NOK 0.91 in
2021 from NOK 0.94 in 2020, whereas unit
cost excluding fuel decreased eight percent
to NOK 0.76 in 2021, down from NOK 0.83
in 2020.
Operating profit excluding lease,
depreciation and amortization ("EBITDAR")
improved to negative NOK 1,516 million in
2021, from negative NOK 4,755 million in
2020. EBITDAR excluding other
losses/(gains) was negative NOK 2,254
million compared with negative NOK 1,751
million in 2020.
Other losses/(gains) in 2021 include
translation of working capital in foreign
currency and net gain or loss from the sale
of fixed assets. Net other losses/(gains) in
2021 amounted to a gain of NOK 737 million,
and includes gain related to the sales of
slots at London Gatwick in December 2021.
In 2020, other losses/(gains) amounted to a
loss of NOK 3,005 million and included
restructuring costs of NOK 1,220 million, a
net gain of NOK 883 million from forward
contracts on jet fuel, a gain of NOK 28
million from translation of working capital
in foreign currency and losses of NOK 930
million from the sale of fixed assets.
Operating profit before interest and taxes
("EBIT") for 2021 was negative by NOK 2,786
million compared with negative
NOK 23,768 million in 2020. In 2020,
impairment losses of NOK 12,816 million
negatively impacted operating profit before
tax.
Net financial items were positive by NOK
4,662 million in 2021, compared with
positive NOK 1,643 million in 2020. Both
years were positively impacted by
restructuring effects, with NOK 5,341
million in 2021 and NOK 5,208 million in
2020.
Profit before tax ("EBT") amounted to
NOK 1,876 million in 2021, compared to a
loss of NOK 22,133 million in 2020. Net
profit after tax was NOK 1,870 million in
2021, compared to a loss of NOK 23,040
million in 2020. In 2020, loss before tax
includes negative effects from impairment
assets held for sale of NOK 12,816 million.
Earnings per share for 2021 were positive
NOK 3.5 compared to negative NOK 1,022 in
2020. Diluted earnings per share were
positive NOK 2.7 for 2021 and negative NOK
1,022 in 2020.
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
Since the COVID-19 outbreak forced
Norwegian into hibernation, a significant
financial restructuring process has been
ongoing and in May 2021, the Company
successfully exited the Norwegian
Examinership and Irish Reconstruction
process and the basis for continuing as a
going concern was secured.
In 2021, the restructuring in total improved
equity by NOK 13,723 million, of which NOK
5,341 million was recognized in the income
statement.
The total equity increase from the financial
restructuring in 2021 of NOK 13,723 million,
consists mainly of the private placement
and rights issue (net of transaction costs)
which increased equity by NOK 3,998
million, whereas dividend claim and cash
dividend reduced equity by NOK 269
million. The net effect for changes in
aircraft, including reduced maintenance
obligations, increased equity by NOK 1,586
million. Extinguishment of vendor debt and
related receivables from the same vendors
increased equity by NOK 4,044 million.
Extinguishment of borrowings not related
to aircraft financing or bonds, and issue of
perpetual and retained claims bond (net of
transaction costs) increased equity with
NOK 2,742 million. Finally, bonds increased
equity net by NOK 427 million and
liquidation of companies in the fourth
quarter increased equity by NOK 1,195
million.
Total non-current assets amounted to NOK
8,961 million at the end of 2021, compared
to NOK 11,867 million at the end of 2020.
Deferred tax assets amounted to NOK 1,890
million at the end of 2021, compared to
NOK 1,966 million at the end of 2020. The
Company has NOK 1,796 million in
unrecognized deferred tax assets at the
end of 2021 primarily related to carry-
forward tax losses.
Total current assets amounted to
NOK 9,864 million at the end of 2021,
compared to NOK 37,687 million at the end
of 2020. During 2021, aircraft presented at
the end of 2020 as disposal group assets
classified for sale of NOK 30,377 million,
has been disposed.
Trade and other receivables amounted to
NOK 2,153 million at the end of 2021,
compared to NOK 4,579 million at the end
of 2020. The decrease from last year is
primarily explained by cram down of
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 11
receivables as part of the reconstruction
process.
Cash and cash equivalents amounted to
NOK 7,695 million at the end of 2021,
corresponding to an increase of NOK 5,028
million from year-end 2020.
Total non-current liabilities were
NOK 9,488 million at the end of 2021,
compared to NOK 2,679 million at the end
of 2020. Per year-end 2020, the majority of
the Company’s debt was reclassified to
current liabilities due to the breach of
covenants.
Non-current debt amounted to NOK 8,416
million per the end of 2021, of which NOK
2,525 million related to the zero coupon
Retained claims bond.
The decrease in provision for periodic
maintenance to NOK 805 million at the end
of 2021 from NOK 1,599 million at the end
of 2020, is primarily due to the cram down
of maintenance accrual in the second
quarter of 2021 as a result of the financial
restructuring in May 2021. The decrease in
deferred tax from NOK 650 million at the
end of 2020 to NOK 60 million at the end of
2021 was also a result of the financial
restructuring in 2021.
Total current liabilities amounted to NOK
6,068 million at the end of 2021, a decrease
from NOK 53,498 million at the end of
2020. Per year-end 2020, the majority of
the Company’s debt was reclassified from
non-current to current due to the breach
of covenants. In addition, current liabilities
in 2020 included disposal group liabilities
classified as held for sale of NOK 30,768
million.
Air traffic settlement liabilities were NOK
1,324 million at the end of 2021, compared
to NOK 401 million at the end of 2020.
The decrease in borrowings of NOK 8,587
million from year-end 2020 is primarily due
to reclassification of debt from current as
presented per year-end 2020, to non-
current liabilities per year-end 2021.
Trade and other payables were NOK 3,783
million at the end of 2021, compared with
NOK 10,329 million at the end of 2020,
where the decrease is primarily explained
by cram down effects from the financial
restructuring.
CAPITAL STRUCTURE
Equity at the end of 2021 was positive
NOK 3,270 million compared to negative
NOK 6,624 million at the end of 2020.
The financial restructuring completed in
May 2021 increased total equity by NOK
13,723 million.
All issued shares in the parent Company are
fully paid with a par value of NOK 0.1 per
share. There is only one class of shares, and
all shares have equal rights. The Group’s
articles of association have no limitations
regarding the trading of Norwegian Air
Shuttle ASA’s shares on the Oslo Stock
exchange.
Net interest-bearing debt at the end of
2021 was NOK 1,683 million, compared to
NOK 40,222 million at the end of 2020.
Included in net-interest bearing debt is the
zero coupon Retained Claims Bonds of NOK
2,525 million.
At the end of 2021, the equity ratio was
positive 17.4 percent compared to negative
13.4 percent at the end of 2020.
The Group’s gross interest-bearing debt
amounted to NOK 9,377 million at the end
of 2021, a reduction of NOK 33,512 million
or 78 percent, compared to the end of
2020.
Included in gross interest-bearing debt at
the end of 2021 were bond issues of NOK
3,227 million, aircraft financing of NOK 803
million, lease liabilities of NOK 5,213 million
and other debt of NOK 135 million.
The Company issued 888,769,130 new
shares in 2021. In the financial restructuring
and examinership process in May 2021,
658,945,686 shares were issued in
connection with the rights issues and public
offering of NOK 6,000 million. The net cash
proceeds from the share issues and
perpetual bond in 2021 was NOK 5,863
million.
In December 2020, the Company carried
out a reverse split of the Company’s shares
where one hundred old shares were
merged to one new share.
CASH FLOW
Cash and cash equivalents were NOK 7,695
million at the end of 2021 compared to NOK
2,667 million at the end of 2020.
Cash flow from operating activities in 2021
amounted to positive NOK 139 million
compared to negative NOK 1,391 million in
2020. Air traffic settlement liabilities
increased by NOK 923 million in 2021,
compared to a decrease of NOK 5,705
million in 2020. Changes in inventories,
accounts receivable and accounts payable
had a positive effect on cash flow by NOK
2,271 million, compared with positive
NOK 8,331 million in 2020.
Cash flow from investing activities was
positive NOK 223 million, compared to
positive NOK 2,662 million in 2020. In
2020, the proceeds from sale of tangible
assets of NOK 2,760 million consisted
mainly of proceeds from the sale of ten
Boeing 737-800 aircraft.
Cash flow from financing activities in 2021
was positive by NOK 4,784 million
compared to negative NOK 1,628 million in
2020. Proceeds from the issuance of new
shares and perpetual bond in 2021 were
NOK 5,863 million in 2021, compared to
NOK 328 million in 2020. Principal
repayments of NOK 409 million in 2021
relate to repayment of NAS09 of NOK 250
million, repayment of NAS13 of NOK 50
million and repayment on other credit
facilities of NOK 109 million. Debt servicing
on lease liabilities was NOK 279 million in
2021 compared with NOK 2,351 million in
2020.
FINANCIAL RISK AND RISK
MANAGEMENT
Risk management in the Norwegian Group
is based on the principle that risk
evaluation is an integral part of all business
activities. Policies and procedures have
been established to manage risk. The
Group’s Board of Directors reviews and
evaluates the overall risk management
systems and environment in the Group on a
regular basis.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 12
The Group faces many risks and
uncertainties in a global marketplace that
has become increasingly volatile. The
variety of economic environments and
market conditions can be challenging, with
the risk of Norwegian’s unit cost not being
low enough to shield the airline in case of
weaker consumer demand and business
confidence in its key markets. Price
volatility may have a significant impact on
the Group’s results. Norwegian is also
continuously exposed to the risk of
counterparty default.
The Group’s reported results and net assets
denominated in foreign currencies are
influenced by fluctuations in currency
exchange rates and in particular the US
dollar.
Financial risk management is carried out by
a central treasury department (Group
treasury), under policies approved by the
Board of Directors. Group treasury
identifies, evaluates and hedges financial
risk in close cooperation with the Group’s
operating units. The Board provides
principles for overall risk management such
as foreign currency risk, jet-fuel risk,
interest rate risk, credit risk, use of
derivative financial instruments and
investment of excess liquidity.
INTEREST RISK
The Group is exposed to changes in the
interest rate level, following the amount of
interest-bearing debt. The Group’s cash
flow interest rate risk arises from cash and
cash equivalents and floating interest rate.
Floating interest rate borrowings consist of
unsecured bonds, aircraft financing, loan
facility and financial lease liabilities. Fixed
interest rate borrowings consist of aircraft
financing guaranteed by export credits,
commercial debt for aircraft and
unsecured bonds. Borrowings are
denominated in USD, EUR, SEK and NOK.
Hence, there is an operational hedge in the
composition of the debt.
FOREIGN CURRENCY RISK
A substantial part of the Group’s expenses
are denominated in foreign currencies. The
Group’s leases, aircraft borrowings,
maintenance, jet-fuel and related expenses
are mainly denominated in USD, and
airplane operation expenses are partly
denominated in EUR. Foreign exchange risk
arises from future commercial
transactions, recognized assets and
liabilities and net investments in foreign
operations. In order to reduce currency
risk, the Group has a mandate to hedge up
to 100 percent of its currency exposure for
the following 12 months. At the end of 2021,
the Group did not have significant currency
forward contracts.
PRICE RISK
Expenses for jet-fuel represent a
substantial part of the Group’s operating
costs, and fluctuations in jet-fuel prices
influence the projected cash flows. The
objective of the jet-fuel price risk
management policy is to safeguard against
significant and sudden increases in jet-fuel
prices whilst retaining access to price
reductions. The Group manages jet-fuel
price risk through the use of fuel
derivatives. Management has a mandate to
hedge up to 50 percent of its expected
consumption over the next 12 months with
forward contracts. At the end of 2021, the
Group did not have any fuel derivative
instruments in place.
LIQUIDITY RISK
The Group monitors rolling forecasts of the
liquidity reserves, cash and cash
equivalents. In addition, the Group’s
liquidity management policy involves
projecting cash flows in major currencies
and evaluating the level of liquid assets
required. Furthermore, these analyses are
used to monitor balance sheet liquidity
ratios against internal and external
regulatory requirements and maintaining
debt financing plans.
CREDIT RISK
Credit risks are managed on Group level.
Credit risks arise from cash and cash
equivalents, derivative financial
instruments and deposits with banks and
financial institutions, as well as credit
exposure to commercial customers. The
Company's policy is to maintain credit sales
at a minimum level and sales to consumers
are settled by using credit card companies.
The risks arising from receivables on credit
card companies or credit card acquirers
are monitored closely.
CLIMATE-RELATED RISKS
Climate-related risks include transition
risks and physical risks. Transition risks
refer to transition to a lower-carbon
economy; physical risks refer to the
impacts of climate change.
Transitioning to a lower-carbon economy
may involve changes in government
policies, technological development and
customer demands. The speed and focus of
these changes may create financial and
reputational risks.
A changing climate may cause increased
severity of extreme weather events.
Cyclones, hurricanes and floods are acute,
event-driven physical risks. Higher
temperatures, sea level rise and heat waves
are chronic physical risks stemming from
longer-term shifts in climate patterns.
Physical risks may impact financial
performance directly or indirectly through
supply chain disruptions. Climate-related
risks are managed on Group level.
THE SHARE
Norwegian aims to deliver a competitive an
attractive return to its shareholders. The
Company’s shares are listed are listed on
Oslo Børs (Oslo Stock Exchange) with ticker
symbol NAS. The share is included in the
OSEBX Benchmark Index. From March
2022, the share is also included in the OBX
index which comprises the 25 most liquid
companies of Oslo Børs.
The Company has one class of shares, and
all shares carry equal voting rights. As of
year-end 2021, the Company’s share capital
amounted to NOK 92,851,849.60 divided
between 928,518,496 shares, each with a
nominal value of NOK 0.10. During the year,
888,769,130 new shares were issued,
predominately relating to the capital raise
completed in May 2021 following the
successful emergence from examinership
and reconstruction.
As of year-end 2021, the Company had
77,659 shareholders, whereof the 20
largest shareholders held 69.6 percent of
the outstanding shares. The share had a
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 13
closing price of NOK 10.75 as of 31
December 2021. Dividends have not been
paid out during the last three years.
CHANGES IN THE BOARD OF
DIRECTORS AND GROUP
MANAGEMENT
Svein Harald Øygard and Lars Boilesen were
elected as new members of the Board at
the Annual General Meeting 4 June 2021
with Niels Smedegaard, Vibeke Hammer
Madsen and Jaan Albrecht Binderberger
stepping down. Mr Øygard was elected new
Chair of the Board.
Adrian Dunne was appointed new EVP
Operations in March 2021 and took over
from Johan Gauermann which held the
position as Interim EVP Operations.
Geir Karlsen was appointed new Chief
Executive Officer in June 2021.
Magnus Thome Maursund took up the
position of EVP Network, Pricing &
Optimisation in October 2021 with Andrew
Hodges leaving the Company.
Tor-Arne Fosser, EVP Product & Digital
Development, left the Management Group
in April 2022. The Product & Digital
Development business area will be
consolidated within Network, Pricing &
Optimisation and Sales, Marketing and
Customer Care.
Hans-Jørgen Wibstad has been appointed
new Chief Financial Officer and will take up
the position in May 2022.
EVENTS AFTER 31 DECEMBER
2021
On 11 January 2022, Norwegian reported
the Post-Conversion Report from the
Overseer, confirming that the Structured
Sale Process (including the distribution of
proceeds thereof) and the distribution of
No-Sale Conversion Shares to the relevant
Creditors have been completed in
accordance with the terms set out in these
Dividend Claim Terms.
On 16 February 2022, Norwegian
announced the conversion of New Capital
Perpetual bonds whereby new share capital
was registered. The Company received
conversion notices from bondholders
representing NOK 4,000,000 Early
Conversion Bonds, which pursuant to
standard terms set out in the bond terms
are convertible into 425,985 new shares in
the Company.
On 28 February 2022, Norwegian
announced it has entered into agreements
with AerCap to lease aircraft, of which ten
are new Boeing 737 MAX 8, to be delivered
in the first half of 2023. Norwegian has a
long-standing relationship with AerCap, the
world’s largest aviation leasing company.
The signed lease agreements also include
eight Boeing 737-800 NG, which are part of
the 70 aircraft fleet operational for the
summer 2022 season. With these additions,
Norwegian will have a total fleet of 80
aircraft by the summer of 2023.
On 28 February 2022, announced that a
total of 107,051 shares were purchased on
behalf of employees in Norwegian Air
Shuttle participating in the Company's
Employee Share Savings Plan. The average
purchase price was NOK 11.02 per share.
On 08 March 2022, Norwegian announced
the conversion of New Capital Perpetual
bonds whereby new share capital was
registered. The Company received
conversion notices from bondholders
representing NOK 2,000,000 Early
Conversion Bonds, which pursuant to
standard terms set out in the bond terms
are convertible into 212,992 new shares in
the Company.
On 23 March 2022, Norwegian was
contemplating a buy-back of the zero-
coupon senior unsecured NOK
3,758,929,711 bond issue maturing
30.09.2026 (Retained Claims Bonds with
ISIN NO0010996457).
On 30 March 2022, Norwegian announced
that the “Reverse Dutch Auction” closed on
29 March and the Company has decided to
accept all offers up to and including a price
of 66 percent of par value (the “Buy-Back
Price”). The Company confirmed to buy
back bonds with a total nominal value of
NOK 44,611,470 by paying the Buy-Back
Price. Cash settlement for the repurchase
is expected to occur on Tuesday, 5 April
2022. Following the buy-back, the
Company holds zero-coupon Retained
Claims Bonds (ISIN: NO0010996457) for a
total nominal amount of NOK 44,611,470.
The acquired bonds will be cancelled
following settlement.
On 22 April 2022, Norwegian published
listing prospectus to list Norwegian Air
Shuttle ASA FRN perpetual subordinated
convertible bonds with ISIN NO 0011157331
and NO 0011157356 (jointly, the "New
Capital Perpetual PIK Bonds"), and (ii)
Norwegian Air Shuttle ASA zero coupon
senior unsecured NOK 3,758,932,275
bonds 2021/2026 with ISIN NO 0010996457
(the "Retained Claims Bonds").
There have been no other material events
subsequent to the reporting period that
might have a significant effect on the
consolidated financial statements for 2021.
GOING CONCERN
In 2021, the Group successfully exited the
examinership and reconstruction process,
and the basis for continuing as a going
concern was secured/fulfilled through
debt extinguishment and capital injection.
Necessary additional working capital was
obtained mainly through share offerings
including the Rights Issue, an additional
private placement and the issue of
perpetual bonds, raising gross proceeds of
NOK 6 billion.
In February 2022, Russia announced a
military invasion of Ukraine. Strict sanctions
have been imposed against Russia by the
United States, the EU and other countries.
Following the invasion, international capital
markets have seen increased volatility and
the oil price has spiked, which in turn has
resulted in increased fuel costs for the
Company. The consequences of the acts of
war on the Group’s operations and financial
results are uncertain but does not affect
the going concern assumption.
Although several countries are currently
easing up on restrictions relating to COVID-
19, there is still uncertainty regarding the
future development of infection rates, virus
variants and the potential implementation
of new restrictions. The impact these
factors may have on the Group’s operations
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 14
and financial results are uncertain but does
not affect the going concern assumption.
Uncertainties in relation to the public and
political debate regarding the negative
climate impacts of air travel is not regarded
as a threat to the going concern
assumption.
PARENT COMPANY RESULTS
AND DISTRIBUTION OF FUNDS
Norwegian Air Shuttle ASA (“NAS”) is the
parent company in the Norwegian Group.
Net profit for the parent company
Norwegian Air Shuttle ASA was NOK 12,994
million in 2021, compared with a net loss of
NOK 33,851 million in 2020. Total assets at
the end of 2021 amounted to NOK 17,655
million, compared to NOK 12,296 million in
2020 and equity amounted to positive NOK
11,550 million at the end of 2021 as
compared to negative NOK 9,337 million at
the end of 2020. In accordance with the
Company’s Corporate Governance policy,
the Board recommends the following
distribution of funds:
(NOK million)
Dividend
0
Transferred to equity
12,994
Total allocated
12,994
CORPORATE RESPONSIBILITY
Norwegian strives to be a good corporate
citizen in every area of its operation. The
Company is committed to operate in
accordance with responsible, ethical,
sustainable and sound business principles,
that respects people and environment.
The requirements of the Norwegian
Accounting Act § 3-3c for reporting on
Corporate Social Responsibility activities,
have been covered in the separate report
of Corporate Responsibility at Norwegian,
presented in a separate section of the
annual report and available on the Group’s
website www.norwegian.com. The
Corporate Responsibility Report also
includes reporting on health, safety, the
environment, equality and non-
discrimination, as required by the
Accounting Act § 3-3.
OTHER REPORTING
REQUIREMENTS
Norwegian Air Shuttle ASA and subsidiaries
are covered by Directors and Officers
liability insurance. The insurance
indemnifies directors and officers for
defence costs and potential legal liability
arising out of claims made against them
while serving on a board of directors and or
as an officer.
CORPORATE GOVERNANCE
Good corporate governance is a priority for
the Board of Directors. Norwegian’s
objective for corporate governance is
based on accountability, transparency,
fairness and simplicity with the ultimate
goal of maximizing shareholder value while
creating added value for all stakeholders.
The principles are designed in compliance
with laws, regulations and ethical
standards. Norwegian’s core values are
innovation, teamwork and simplicity, but no
business conduct within the Group should
under any circumstances jeopardize safety
and quality.
Norwegian is subject to the annual
corporate governance reporting
requirements under section 3-3b of the
Norwegian Accounting Act and the
Norwegian Code of Practice for Corporate
Governance, cf. section 7 on Oslo Børs’
continuing obligations of listed companies.
The Accounting Act may be found (in
Norwegian) at www.lovdata.no. The
Norwegian Code of Practice for Corporate
Governance (“the code”), which was last
revised on 14 October 2021, may be found
at www.nues.no.
The annual corporate governance
statement is approved by the Board of
Directors and is pursuant to Section 5-6 of
the Public Limited Companies Act, subject
to approval by the Annual General Meeting.
Norwegian has adapted to the code and
subsequent amendments in all areas.
The annual statement on how Norwegian
complies with the Code of Practice and the
Norwegian Accounting Act’s requirements
for corporate governance is included in a
separate section of the annual report and
available on the Group’s website
www.norwegian.com.
OUTLOOK
The outlook for Norwegian going forward is
encouraging. The Company has a leading
position in the Nordic travel market,
operating short-haul flights within the
Nordics and from the Nordics to
Continental Europe, routes with proven
historic profitability. The positive financial
and business transformation underwent in
2021 puts the Company on strong footing to
benefit from the upcoming demand return
for leisure travel.
Following the spread of the COVID-19
omicron virus variant and the re-
introduction of travel restrictions,
Norwegian reduced the flying schedule for
the first months of 2022. From February
and March, travel restrictions in key
markets were significantly reduced,
resulting in a marked increase in passenger
travel and bookings. There is strong pent-
up demand travel, especially to beach
destinations ahead of the busy summer
holiday season. To meet this demand,
Norwegian are increasing the fleet to a total
of 70 aircraft, serving a network of above
270 routes. For 2022, Norwegian is
targeting a production of 28,000 million
ASK, an increase of 200 percent from 2021.
Ahead of the summer 2023 season, an
additional 10 brand-new and fuel-efficient
aircraft have been sourced, bringing next
year’s fleet to 80 aircraft.
The start of 2022 has seen rapidly
increasing fuel price and high price
volatility. While higher cost for aviation fuel
is partially offset by increased fares, a
continued high fuel price is expected to
partly offset the Company’s positive
recovery.
The successfully completion of the
Company’s financial transformation
enables Norwegian to focus our core
principles – the offering of value travel and
excellent service to our customers.
Norwegian’s strong brand is strengthening
across key markets, supported by the
award-winning Reward program with over
4.2 million members across the Nordics.
Norwegian’s winning formula is the
combination of a competitive cost position
and strong customer value offering.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 15
Seasonal flexibility, partially enabled by
power-by-the-hour lease agreements,
enables the Company to protect its
financial position while adapting to market
conditions. The addition of new, modern
aircraft will further improve the Company’s
cost position through scale effects and
reduced fuel burn. The addition of new
fuel-efficient aircraft aligns with
Norwegian’s proud history of implementing
the latest sustainable solutions to reduce
emissions. Going forward, the use of
innovative technology and modern aircraft
provides a strong foundation that enables
Norwegian to reach its sustainability goals.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 16
FINANCIAL STATEMENTS
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 17
CONSOLIDATED FINANCIAL STATEMENTS 2021
CONSOLIDATED INCOME STATEMENT 1.1 - 31.12
NOK million
Note
2021
2020
Passenger revenue
Ancillary passenger revenue
Freight
Other revenue
Total operating revenue
4
Personnel expenses
6, 7, 17, 18
Aviation fuel
Airport and ATC charges
Handling charges
Technical maintenance expenses
Other operating expenses
5, 7A
Other losses/(gains) - net
20A
(737.5 )
Total opex excl lease and depreciation
Operating profit excl lease, depreciation and amortization
(EBITDAR)
(1,516.0 )
(4,755.2 )
Aircraft lease, depreciation and amortization
1, 10, 11
Impairment assets held for sale
1, 10, 11
Operating profit (EBIT)
(2,786.0 )
(23,768.4 )
Interest income
Interest expense
(682.3 )
(2,690.7 )
Other financial income (expense)
8
Net financial items
Profit (loss) from associated companies
25
(7.8 )
Profit (loss) before tax (EBT)
(22,133.0 )
Income tax expense (income)
9
Net profit (loss)
(23,039.8 )
Basic earnings per share
16
(1,022.1 )
Diluted earnings per share
16
(1,022.1 )
Profits attributable to:
Owners of the Company
(23,050.9 )
Non-controlling interests
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 1.1 - 31.12
NOK million
Note
2021
2020
Net profit (loss)
(23,039.8 )
Other comprehensive income that may be reclassified to
profit or loss in subsequent periods:
Exchange rate differences on translation of foreign operations
15
(223.4 )
(979.4 )
Exchange rate differences on disposal of foreign operations
Share of other comprehensive income of associated companies
Exchange rate differences attributable to non-controlling interests
Net comprehensive income that may be reclassified
(972.0 )
Other comprehensive income that will not be reclassified to
profit or loss in subsequent periods:
Actuarial gains (losses)
18
(42.0 )
Net comprehensive income that will not be reclassified
(42.0 )
Total comprehensive income for the period
(24,053.8 )
Total comprehensive income attributable to:
Equity holders of the Company
(24,070.3 )
Non-controlling interests
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 18
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER
NOK million
Note
2021
2020
ASSETS
Intangible assets
10
Deferred tax asset
9
Aircraft, parts and installations on leased aircraft
11
Right-of-use aircraft, parts and installations
12
Equipment and fixtures
11
Buildings
11
Right-of-use buildings
12
Financial assets available for sale
20
Investment in associate
25
Other receivables
13
Total non-current assets
Assets included in disposal group classified as held for sale
11
Inventory
14
Trade and other receivables
13
Cash and cash equivalents
24
Total current assets
TOTAL ASSETS
NOK million
Note
2021
2020
EQUITY AND LIABILITIES
Share capital
15
Share premium
15
Other paid-in equity
Perpetual bonds
15
Other reserves
15
Retained earnings
(25,029.8 )
(26,882.7 )
Shareholders' equity
(6,623.9 )
Total equity
(6,623.9 )
Pension obligation
18
Provision for periodic maintenance
19
Other non-current liabilities
19
Deferred tax
9
Borrowings
22
Lease liabilities
20
Derivative financial instruments
3, 20
Total non-current liabilities
Liabilities included in disposal group classified as held for sale
22
Borrowings
22
Lease liabilities
20
Trade and other payables
21
Air traffic settlement liabilities
21A
Derivative financial instruments
3, 20
Tax payable
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 19
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 1.1 - 31.12
NOK million
Share
Capital*
Share
Premium*
Other paid-in
equity
Perpetual
bonds
Other
reserves*
Retained
earnings
Shareholders'
equity
Non-
controlling
interest
Total equity
Equity at 1 January 2020
(3,814.0 )
Profit for the year
(23,050.9 )
(23,050.9 )
(23,039.8 )
Actuarial gains and losses
(42.0 )
(42.0 )
(42.0 )
Exchange rate differences on translation of foreign operations
(979.4 )
(979.4 )
(974.0 )
Share of other comprehensive income of associated companies
Total comprehensive income 2020
(977.4 )
(23,092.9 )
(24,070.3 )
(24,053.8 )
Share issue
(1,006.2 )
Transactions with non-controlling interests
(40.4 )
(11.5 )
Perpetual bond issue
Equity changes on employee options
Transactions with owners
(40.4 )
Equity at 31 December 2020
(26,882.7 )
(6,623.9 )
(6,623.9 )
Profit for the year
Actuarial gains and losses
Exchange rate differences on translation of foreign operations
(223.4 )
(223.4 )
(223.4 )
Exchange rate differences on disposal of foreign operations
Total comprehensive income 2021
Share issue
(854.7 )
Convertible dividend claim issue
Capital decrease
(393.5 )
Perpetual bonds issue
Payment-in-kind interest
(31.8 )
Equity changes on employee options
Transactions with owners
(304.6 )
(31.8 )
Equity at 31 December 2021
(25,029.8 )
* See Note 15 for details on share capital, share premium and other reserves
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 20
CONSOLIDATED STATEMENT OF CASH FLOWS 1.1 - 31.12
NOK million
Note
2021
2020
OPERATING ACTIVITIES
Profit (loss) before tax
(22,133.0 )
Taxes paid
9
(6.6 )
Depreciation, amortization and impairment
10,11
Impairment assets held for sale
10,11
Losses/(gains) on disposal of tangible assets
11,20
(269.9 )
Fair value losses/(gains) on financial assets
20
(49.2 )
Reconstruction effects
2.7.1
(5,874.5 )
Financial items
8
(1,643.2 )
Interest received
8
Change in inventories, accounts receivable and accounts payable
Change in air traffic settlement liabilities
(5,705.0 )
Change in other current assets and current liabilities
(1,096.7 )
(312,4 )
Net cash flow from operating activities
(1,390.9 )
INVESTING ACTIVITIES
Purchase of tangible assets
11
(6.1 )
(14.7 )
Purchase of intangible assets
10
(8.7 )
(17.7 )
Proceeds from sales of assets
10,11
Net investment in associated companies
25
(80.4 )
Net cash flow from investing activities
FINANCING ACTIVITIES
Proceeds from new loans
22
Principal repayments
22
(408.7 )
(2,480.2 )
Principal element of lease payments
12, 22
(52.0 )
(878.8 )
Interest on borrowings and financing costs
8
(13.3 )
(415.0 )
Interest element of lease payments
(226.8 )
(1,472.4 )
Paid dividend to creditors
(377.7 )
Proceeds from issuing new shares
15,2.7.1
Net cash flow from financial activities
(1,627.5 )
Foreign exchange effect on cash
(118.2 )
(72.3 )
Net change in cash and cash equivalents
(428.7 )
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
24
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.1 General information
Norwegian Air Shuttle ASA and its
subsidiaries (‘Norwegian’, ‘the Group’ or
‘the Company’) are a low-cost airline
incorporated in Norway and headquartered
at Fornebu outside of Oslo. Norwegian Air
Shuttle ASA is a public lim ited liability
Exchange.
The consolidated financial statements of
Norwegian Air Shuttle ASA for the year
ended 31 December 2021 were authorized
for issue by the Board of Directors on 28
April 2022. The annual general meeting, to
be held 25 May 2022, has the power to
amend and reissue the financial
statements.
1.2 Basis of preparation
The consolidated financial statements of
Norwegian Air Shuttle ASA have been
prepared in accordance with the
International Financial Reporting Standards
(IFRS) and IFRIC interpretations, as adopted
by the EU. The consolidated financial
statements are prepared on the historical
cost basis, with some exceptions, as
detailed in the accounting policies set out
below.
In order to prepare financial statements in
conformity with IFRS, it is necessary to
apply certain critical accounting estimates.
It also requires the Management to exercise
its judgment when applying the Group’s
accounting policies. Areas involving a
greater degree of judgment or complexity,
or areas where assumptions and estimates
are significant to the consolidated financial
statements are disclosed below. See
paragraph 1.23.
The financial statements have been
prepared on the going concern basis.
Details on going concern are provided in
Note 2.8.
New standards, amendments and
interpretations that are adopted
No changes in IFRS effective for the 2021
financial statements have had material
impact this financial year, nor are any
material changes expected.
1.3 Basis of consolidation and equity
accounting
1.3.1 Subsidiaries
Subsidiaries are all entities (including
structured entities) over which the Group
has control. The Group controls an entity
when the Group is exposed to, or has rights
to, variable returns from its involvement
with the entity and has the ability to affect
those returns through its power to direct
the activities of the entity. Subsidiaries are
fully consolidated from the date on which
control is transferred to the Group.
The Group’s consolidated financial
statements comprise Norwegian Air Shuttle
ASA, and its subsidiaries, presented in Note
23 in the parent company financial
statements.
The acquisition method is applied when
accounting for business combinations.
Companies acquired or sold during the year
are included in the consolidated financial
statements from the date when control was
achieved until the date when control
ceased.
The consideration that is transferred for
the acquisition of a subsidiary consists of
the fair values of the assets transferred, the
liabilities incurred to the former owners of
the acquiree, and the equity interests
issued by the Group. The transferred
consideration includes the fair value of any
asset or liability resulting from a contingent
consideration arrangement. Acquisition-
related costs are expensed as incurred.
Acquired identifiable assets, liabilities and
contingent liabilities assumed in a business
combination are initially measured at their
fair values at the acquisition date. On an
acquisition-by-acquisition basis, the Group
recognizes any non-controlling interests of
the acquiree either at fair value, or at the
non-controlling interest’s proportionate
share of the acquiree’s identifiable net
assets. The excess of the consideration
transferred and the amount of the non-
controlling interest over the fair value of
the Group’s share of the identifiable net
assets acquired are recorded as goodwill.
If, in the case of a bargain purchase, the
total of consideration transferred, non-
controlling interest recognized and
previously held interest measured is less
than the fair value of the net assets of the
subsidiary acquired, the difference is
recognized directly in the income
statement.
All intra-Group balances, transactions and
unrealized gains and losses on transactions
between Group companies are eliminated.
1.3.2 Associates
Associates are all entities over which the
Group has significant influence but not
control or joint control. This is generally the
case where the Group holds between 20
percent and 50 percent of the voting rights.
Investments in associates are accounted
for using the equity method of accounting
(see 1.3.4 below), after initially being
recognized at cost.
1.3.3 Joint arrangements
Under IFRS 11 Joint Arrangements
investments in joint arrangements are
classified as either joint operations or joint
ventures. The classification depends on the
contractual rights and obligations of each
investor, rather than the legal structure of
the joint arrangement. Interests in joint
ventures are accounted for using the equity
method (see 1.3.4 below), after initially
being recognized at cost in the
consolidated balance sheet.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 22
1.3.4 Equity method
The consolidated financial statements
include the Group’s share of the
profits/losses from associates and joint
ventures, accounted for using the equity
method, from the date when a significant
influence is achieved until the date when
such influence ceases. The Group’s share
of its associates’ post- acquisition profits
or losses is recognized in the income
statement, and its share of post-
acquisition movements in other
comprehensive income is recognized in
other comprehensive income. The
cumulative post-acquisition movements
are adjusted against the carrying amount of
the investment.
When the Group’s share of a loss exceeds
the Group’s investment in an investee, the
amount carried in the Group’s statement of
financial position is reduced to zero and
further losses are not recognized unless the
Group has an obligation to cover any such
losses. Unrealized gains on transactions
between the Group and its associates and
joint ventures are eliminated to the extent
of the Group’s interest in these entities.
Unrealized losses are also eliminated unless
the transaction provides evidence of an
impairment of the asset transferred.
1.3.5 Changes in ownership
The Group considers transactions with
non-controlling interests that do not result
in loss of control, as transactions with
equity owners of the Group. Any difference
between considerations paid and the
relevant share acquired from the carrying
value of net assets are recorded in equity.
Gains or losses on disposals to non-
controlling interests are also recorded in
equity.
When the Group ceases to consolidate or
equity account for an investment because
of loss of control, joint control or
significant influence, any retained interest
in the entity is remeasured to its fair value
with the change in carrying amount
recognized in profit or loss. The fair value
becomes the initial carrying amount for
purposes of subsequently accounting for
the retained interest as an associate, joint
venture or financial asset. In addition, any
amounts of retained interest in the entity is
remeasured to its fair value at the date
when control ceased, with the change in
carrying amount recognized in profit or
loss. The fair value is the initial carrying
amount for the purposes of subsequently
accounting for the retained interest as an
associate, joint venture or financial asset.
In addition, any amounts previously
recognized in other comprehensive income
in respect of that entity are accounted for
as if the Group had directly disposed of the
related assets or liabilities. This may mean
that amounts previously recognized in
other comprehensive income are
reclassified to profit or loss.
If the ownership interest in a joint venture
or an associate is reduced but joint control
or significant influence is retained, only a
proportionate share of the amounts
previously recognized in other
comprehensive income are reclassified to
profit or loss where appropriate. Dilution
gains and losses arising from investments in
associates are recognized in the income
statement.
1.3.6 Other investments
All other investments are recognized in
accordance with IFRS 9, Financial
Instruments, and additional information are
provided in Note 20.
1.4 Foreign currency translation
The Group’s presentation currency is
Norwegian Krone (NOK). Norwegian Air
Shuttle ASA’s functional currency is NOK.
Each entity of the Group determines its
own functional currency and items that are
included in the entities’ financial
statements are measured in that functional
currency. For consolidation purposes, the
results and financial position of all the
Group’s entities that have a functional
currency other than NOK are translated to
the closing rate at the reporting date of
each month. Income and expenses for each
income statement are translated to the
average exchange rate for the period, this
being a reasonable approximation for
estimating actual rate. Exchange
differences are recognized in
comprehensive income and specified
separately in equity.
Transactions in foreign currencies are
initially recorded at the functional currency
rate using the exchange rates prevailing on
the dates of the transactions or valuation
where items are re-estimated. Monetary
assets and liabilities denominated in
foreign currencies are translated to the
functional currency exchange rate of the
reporting date. Any differences are
recognized in the income statement. Non-
monetary items that are measured in terms
of historical cost in a foreign currency are
translated using the exchange rates of the
dates of the initial transactions.
Foreign currency gains and losses on
operating activities are recognized within
operating profit. Foreign currency gains
and losses on financing activities are
recognized within net financial items.
Goodwill and fair value adjustments arising
on the acquisition of a foreign entity are
treated as assets and liabilities of the
foreign entity and translated at the closing
rate. Any differences in exchange rates are
recognized in other comprehensive
income.
1.5 Tangible assets
Tangible assets including buildings are
carried at historical cost, less accumulated
depreciation and impairment losses. When
assets are sold or disposed of, the gross
carrying amount and accumulated
depreciation and impairment losses are
derecognized. Any gain or loss on the sale
or disposal is recognized in the income
statement as other losses/ (gains)-net.
The gross carrying amount of non-current
assets is the purchase price, including
duties/taxes and direct acquisition costs
relating to making the non-current asset
ready for its intended use. Subsequent
costs, such as repair and maintenance
costs, are normally recognized in profit or
loss as incurred. When increased future
economic benefits are the result of verified
repair and maintenance work, these costs
will be recognized in the statement of
financial position as additions to non-
current assets. Borrowing costs are
capitalized on qualifying assets.
Non-current assets are depreciated on a
straight-line basis or by airborne hours and
cycles over the estimated useful life of the
asset beginning when the asset is ready for
its intended use. Residual values, where
applicable, are reviewed annually against
prevailing market rates at the reporting
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 23
date for equivalently aged assets and
depreciation rates adjusted accordingly on
a prospective basis. The carrying value is
reviewed for impairment if events or
changes in circumstances indicate that the
carrying value may not be recoverable.
An aircraft is recognized as one or more
components for depreciation purposes in
order to consider different useful lives of
the aircraft components. Depreciable
components are defined as maintenance
components. In accordance with official
requirements, the aircraft must be
maintained which means significant
components must be changed after a
specific number of flights or airborne
hours. These components are identified as
two heavy maintenance checks of the
aircraft body, power restoration and life
limited parts for the two engines on each
aircraft, as well as maintenance on landing
gears and APU. The maintenance and
overhauls of these components occur on a
defined interval, and the value is
depreciated based on the number of take-
offs or airborne hours until the next
maintenance is conducted. Completed
maintenance and overhaul are capitalized
and depreciated until the next relevant
maintenance and overhauls. The second
aircraft component is defined as the
remainder of the aircraft and depreciated
over the estimated useful life, considered
to be 25 years for the fleet in Norwegian.
When estimating the future residual values
at the end of the 25-year period,
Norwegian reviews reports from two
separate independent aircraft appraisers
for each applicable aircraft type and year of
build and sets the residual value to an
average value of the two appraiser's
reports. In cases where the Company has
contracts to cover all significant
maintenance of the aircraft, the aircraft
may be depreciated as one single
component.
Rotable spare parts are carried as non-
current assets and depreciated over their
useful lives.
The Group capitalizes prepayments on the
purchase contracts of aircraft. The
prepayments are classified as tangible
assets as presented in the statement of
financial position. The prepayments include
capitalized borrowing costs. At delivery of
aircraft, the prepayments are included in
the acquisition costs of the aircraft.
Depreciation periods and methods are
assessed annually to ensure that they
match the substance of non-current
assets. Additional details on tangible assets
are outlined in Note 11.
1.6 Intangible assets
1.6.1 Computer software
Acquired computer software licenses are
capitalized based on the costs incurred to
obtain and apply the specific software.
These costs are amortized over their
estimated useful lives.
Costs which are directly associated with
the development of identifiable software
products controlled by the Group, and
which are estimated to generate economic
benefits, are recognized as intangible
assets. These costs are amortized over their
estimated useful lives.
1.6.2 Goodwill and other intangible
assets
Goodwill represents the excess of the cost
of an acquisition over the fair value of the
Group’s share of the net identifiable assets
of the acquired subsidiary at the date of
acquisition. Goodwill is tested annually for
impairment and carried at cost less
accumulated impairment losses. Gains and
losses on the disposal of an entity include
the carrying amount of goodwill relating to
the entity sold.
Other intangible assets are related to
identifiable assets from business
combinations and investments in other
intangible assets.
Intangible assets which are determined as
having indefinite useful lives, are not
amortized, but subject to annual
impairment testing. The determination of
indefinite useful lives is based on
assessment by Management as to whether
there is any foreseeable limit to the period
over which the asset is expected to
generate net cash inflows for the entity.
See Note 1.7 for details of impairment
testing of non-financial assets and Note 10
for additional details on intangible assets.
1.6.3 Emission rights
Any emission rights received from the
respective countries’ government
agencies, without the need for payment of
any consideration, are recognized at their
nominal amounts, which in practice means
that the intangible asset are valued at zero.
A provision is recognized in the balance
sheet commensurate to the extent that
emission rights used correspond to
emission rights held. This provision is
measured at the cost of the emission rights
held. The provision is measured at the
current market price with a corresponding
cost in the statement of income
commensurate to the extent emission
rights used exceed the amount of emission
rights held.
1.7 Impairment of non-financial assets
Intangible assets with indefinite useful lives
are not subject to amortization and are
tested annually for impairment. Assets that
are subject to amortization are reviewed
for impairment whenever events or
changes in circumstances indicate that the
carrying amount may not be recoverable.
An impairment loss is recognized for the
amount by which the asset’s carrying
amount exceeds its recoverable amount.
The recoverable amount is the higher of an
asset’s fair value less costs to sell and value
in use.
For the purpose of impairment testing,
assets are grouped at the lowest levels of
separately identifiable cash flows (cash-
generating units). The allocation is made to
those cash-generating units that are
expected to benefit from the assets. The
Management has assessed the Group as one
segment and the Group’s total operations
as its cash generating unit. The
determination of cash generating units is
based on how the Management operates
and assesses the Group’s performance,
profit and cash flow. The aircraft fleet is
operated as one unit, and the route
portfolio is administered and diversified as
one unit generating the Group's profit and
cash flow, hence goodwill and other non-
current assets are reallocated to the entire
Group for the purpose of impairment
testing.
Non-current assets other than goodwill
that have suffered impairment are reviewed
for a possible reversal of the impairment at
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 24
each reporting date. Impairment losses on
goodwill are not reversed.
1.8 Financial assets
Financial assets are classified according to
the following categories: as measured at
amortized cost, measured at fair value
through profit or measured at fair value
through other comprehensive income. At 31
December 21, the Group holds financial
instruments measured at amortized cost.
The classification depends on the
characteristics of the financial assets and
the purpose for which they were acquired.
The Management determines the
classification of its financial assets at initial
recognition.
Debt instruments that meet the following
conditions are measured subsequently at
amortized cost: the financial asset is held
within a business model whose objective is
to hold financial assets in order to collect
contractual cash flows; and the contractual
terms of the financial asset give rise on
specified dates to cash flows that are solely
payments of principal and interest on the
principal amount outstanding.
Debt instruments that meet the following
conditions are measured subsequently at
fair value through other comprehensive
income (FVTOCI): the financial asset is held
within a business model whose objective is
achieved by both collecting contractual
cash flows and selling the financial assets;
and the contractual terms of the financial
asset give rise on specified dates to cash
flows that are solely payments of principal
and interest on the principal amount
outstanding.
By default, all other financial assets are
measured subsequently at fair value
through profit or loss (FVTPL). Despite the
foregoing, the Group may at initial
recognition irrevocably elect to present
subsequent changes in fair value of an
equity investment in other comprehensive
income if certain criteria are met; and the
Group may irrevocably designate a debt
investment that meets the amortized cost
or FVTOCI criteria as measured at FVTPL if
doing so eliminates or significantly reduces
an accounting mismatch.
Financial assets are presented as current
assets, unless maturity is greater than
twelve months after the reporting date and
Management intends to hold the
investment longer than twelve months after
the reporting date.
Regular purchases and sales of financial
assets are recognized on the trade date;
the date which the Group commits to
purchase or sell the asset. Investments are
initially recognized at fair value plus
transaction costs for all financial assets not
carried at fair value through profit or loss.
Financial assets carried at fair value
through profit or loss, are initially
recognized at fair value and transaction
costs are expensed in the income
statement. Financial assets are
derecognized when the rights to receive
cash flows from the investments have
expired or have been transferred and the
Group has substantially transferred all risks
and rewards of ownership.
Gains or losses arising from changes in the
fair value of the financial assets in the
FVTPL category are presented in the
income statement within other losses/
(gains) – net of the period in which they
occur. Interest on securities which is
calculated using the effective interest
method, is recognized in the income
statement as part of other income.
Dividend income from financial assets at
FVTPL and FVOCI are recognized in the
income statement as a part of other income
respectively in the Statement of
Comprehensive Income when the Group’s
right to receive payments is established.
Financial assets and liabilities are offset,
and the net amount reported in the balance
sheet when there is a legally enforceable
right to offset the recognized amounts and
there is an intention to settle on a net basis
or realize the asset and settle the liability
simultaneously. The legally enforceable
right must not be contingent on future
events and must be enforceable in the
normal course of business and in the event
of default, insolvency or bankruptcy of the
Company or the counterparty.
1.8.1 Impairment of financial assets
The Group recognizes a loss allowance for
expected credit losses (ECL) on
investments in debt instruments that are
measured at amortized cost or at FVTOCI.
The amount of expected credit losses is
updated at each reporting date to reflect
changes in credit risk since initial
recognition of the respective financial
instrument. The Group always recognizes
lifetime ECL for trade receivables, contract
assets and lease receivables. The expected
credit losses on these financial assets are
estimated using a provision matrix based on
the Group’s historical credit loss
experience, adjusted for factors that are
specific to the debtors, general economic
conditions and an assessment of both the
current as well as the forecast direction of
conditions at the reporting date, including
time value of money where appropriate.
For all other financial instruments, the
Group recognizes lifetime ECL when there
has been a significant increase in credit risk
since initial recognition. However, if the
credit risk on the financial instrument has
not increased significantly since initial
recognition, the Group measures the loss
allowance for that financial instrument at
an amount equal to 12‑month ECL. Lifetime
ECL represents the expected credit losses
that will result from all possible default
events over the expected life of a financial
instrument. In contrast, 12‑month ECL
represents the portion of lifetime ECL that
is expected to result from default events on
a financial instrument that are possible
within twelve months after the reporting
date.
1.9 Derivative financial instruments and
hedging activities
Derivatives are initially recognized at fair
value on the transaction date and
subsequently measured at their fair value.
Derivatives are classified within the
category ‘financial assets at fair value
through profit or loss’ as long as the
derivatives are not designated as hedging
instruments for accounting purposes.
The Group has not designated any
derivatives as hedging instruments for
accounting purposes in 2021 or 2020.
1.10 Inventory
Inventory of spare parts are carried at the
lower of acquisition cost and net realizable
value. Cost is determined using the first in-
first out (FIFO) method. Obsolete inventory
has been fully recognized as impairment
losses. Inventory is consumed during
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 25
maintenance and overhaul of the aircraft
and is expensed when consumed.
1.11 Trade receivables
Trade receivables are amounts due from
customers for services performed and
goods sold in the ordinary course of
business. If collection is expected in one
year or less, they are classified as current
assets. If not, they are presented as non-
current assets. Trade receivables are
recognized initially at fair value and
subsequently measured at amortized cost
using the effective interest method, less
provision for impairment.
Receivables from credit card companies
are classified as trade and other
receivables in the statement of financial
position.
1.12 Cash and cash equivalents
Cash and cash equivalents include cash in
hand and in the bank, as well as short-term
deposits with an original maturity of three
months or less. Cash and cash equivalents
in the statement of financial position
include restricted funds from withheld
employee tax, guarantees and deposits
pledged as collateral to suppliers.
The group holds investments in money
market funds classified as cash and cash
equivalents. These funds are highly liquid
and readily convertible to a known amount
of cash which is subject to an insignificant
risk of changes in value. Investments not
meeting these criteria are classified as
financial assets measured at fair value
through profit and loss.
1.13 Equity
Share capital comprises the number of
shares multiplied by their nominal value and
are classified as equity.
Transaction costs directly attributable to an
equity transaction are recognized directly
in equity net of tax.
When equity instruments are issued to a
creditor to extinguish all or part of an
existing liability, the equity instruments are
recognized initially at fair value.
The Group has issued Perpetual Bonds. The
bonds are perpetual subordinated
convertible bonds with no requirement for
the Group to either pay instalments or
interest. The holders of the bonds can only
require repayment as a part of a liquidation
and the conversion element is considered
by itself to be an equity component. The
Perpetual Bond is therefore classified as
equity.
1.14 Liabilities
Financial liabilities are classified either as
measured at amortized cost or as measured
at fair value through profit or loss.
Derivative instruments recognized as
financial liabilities are being measured at
fair value through profit or loss, whereas all
other financial liabilities are measured at
amortized cost.
Loans and other borrowings are recognized
initially at fair value, net of transaction
costs incurred. They are subsequently
measured at amortized cost, whereas the
difference between the proceeds (net of
transaction costs) and the redemption
value is recognized in the income statement
over the period of the borrowings using the
effective interest method.
A substantial modification of the terms of
an existing financial liability or a part of it is
accounted for as an extinguishment of the
original financial liability and recognition of
a new financial liability. The modification of
the terms is assessed both from a
quantitative and qualitative view. If the
modification is assessed to be an
extinguishment, the difference between
the carrying amount of the financial liability
and the consideration paid including
liabilities assumed is recognized as gain or
loss. Any cost or fees incurred are
recognized as part of the gain or loss.
For issued convertible debt, the Group
assess at the time of issue if the compound
financial instrument contains both a liability
and an equity component. If so, the fair
value of the instrument as a whole is
allocated to its equity and liability
components. After initial recognition, the
liability component is measured at
amortized cost. No gain or loss is
recognized upon conversion.
Borrowings are classified as current
liabilities unless the Group has an
unconditional right to defer settlement of
the liability for at least twelve months after
the reporting date.
Trade payables are obligations to pay for
goods or services purchased from suppliers
in accordance with general course of
business. Accounts payables are classified
as current liabilities if payment is due within
the next twelve months. Payables due after
the next twelve months are classified as
non-current liabilities. Trade payables are
recognized initially at fair value and
subsequently measured at amortized cost
using the effective interest method.
1.15 Provisions
Provisions are recognized when the Group
has a present obligation (legal or
constructive) as a result of a past event, it
is probable that an outflow of resources will
be required to settle the obligation and the
amount has been reliably estimated. Where
the Group expects some or all of a provision
to be reimbursed, for example under an
insurance contract, the reimbursement is
recognized as a separate asset but only
when the reimbursement is virtually
certain. The expense relating to any
provision is presented in the income
statement net of any reimbursement. If the
effect of the time value of money is
material, provisions are discounted using a
current pre-tax rate that reflects, where
appropriate, the risks specific to the
liability. Where discounting is used, the
increase in the provision due to the passage
of time is recognized as a finance cost.
1.16 Employee benefits
The Group operates various pension
schemes. The schemes are generally
funded through payments to insurance
companies or trustee-administered funds,
determined by periodic actuarial
calculations.
1.16.1 Defined benefit plans
The cost of providing benefits under
defined benefit plans is determined using
the projected unit credit actuarial valuation
method. The past service cost is recognized
as an expense on a straight-line basis over
the average period until the benefits are
vested. If the benefits are already vested
immediately following the introduction of
or changes to a pension plan, past service
cost is recognized immediately.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 26
The defined benefit obligation is the
aggregate of the present value of the
defined benefit obligation and actuarial
gains and losses not recognized reduced by
past service costs not yet recognized and
the fair value of plan assets out of which the
obligations are to be settled directly. If such
aggregate is negative, the asset is measured
at the lower of such aggregate or at the
aggregate of cumulative unrecognized net
actuarial losses and past service cost and
the present value of any economic benefits
available in the form of refunds from the
plan or reductions in the future
contributions to the plan.
In addition, the Group participates in an
early retirement plan (AFP) for all
employees in Norway. The AFP pension plan
is a multi-employer defined benefit plan.
However, the plan is recognized in the
income statement as a defined
contribution plan as the plan's
administrator has not allocated actuarial
gains/losses to the members of the AFP
pension plan at 31 December 2021.
Provisions for pension costs are detailed in
Note 18.
1.16.2 Defined contribution plans
In addition to the defined benefit plan
described above, the Group operates a
defined contribution plan. A defined
contribution plan is a pension plan under
which the Group pays fixed contributions to
a separate entity. The Group has no legal or
constructive obligations to pay further
contributions should the fund not hold
sufficient assets to pay all employees the
benefits relating to employee service in the
current and prior periods. The
contributions are recognized as employee
benefit expenses when they are due.
Prepaid contributions are recognized as an
asset to the extent that a cash refund or a
reduction in the future payments is
available.
1.16.3 Share-based payments
The Group operates a number of equity-
settled, share-based compensation plans
under which the entity receives services
from employees as consideration for equity
instruments of the Group. The fair value of
the employee services received in exchange
for the grants of the options is recognized
as an expense over the vesting period. The
total amount to be expensed is determined
by referring to the fair value of the options
granted.
The fair value of the options to be settled in
equity instruments is estimated at the grant
date. The fair value is determined by an
external part by applying the Black and
Scholes option-pricing model. The
assumptions underlying the number of
options expected to vest are adjusted to
reflect conditions prevailing at the
reporting date. For further details see Note
17.
The social security contributions payable in
connection with the grant of the share
options is considered an integral part of the
grant itself, and the charge will be treated
as a cash-settled transaction.
1.16.4 Employee share purchase savings
program
Bonus shares and employer’s contribution
are measured at fair value using the Black
and Scholes option pricing model. Expenses
for bonus shares are included in payroll
expenses. The fair value of the bonus shares
and the estimated employer’s contribution
are distributed as expenses over the
expected period until settlement. Changes
in estimates affecting employer’s
contributions are expensed over the
remaining vested period. For further details
see Note 17.
1.17 Current and deferred income tax
The tax expense for the period comprises
current and deferred tax. Tax is recognized
in the income statement, except to the
extent when it relates to items recognized
in other comprehensive income or directly
in equity. In this case, the tax is also
recognized in other comprehensive income
or directly in equity, respectively.
1.17.1 Current income tax
Current income tax assets and liabilities for
the current and prior periods are measured
at the amount expected to be recovered
from or paid to the taxation authorities. The
amount of current tax payable or receivable
is the best estimate of the tax amount
expected to be paid or received that
reflects uncertainty related to income
taxes, if any. The tax rates and tax laws that
are used to compute the amount are those
which are enacted or substantively enacted
at the reporting date.
1.17.2 Deferred income tax
Deferred income tax is determined by using
the liability method on temporary
differences at the reporting date between
the tax bases of assets and liabilities and
their carrying amounts for financial
reporting purposes.
Deferred income tax liabilities are
recognized for all taxable temporary
differences. Deferred income tax assets are
recognized for all deductible temporary
differences, carry forward of unused tax
credits and unused tax losses, to the extent
that it is probable that taxable profit will be
available against which the deductible
temporary differences, and the carry
forward of unused tax credits and unused
tax losses can be utilized.
The carrying amount of deferred income
tax assets is reviewed at each reporting
date and reduced to the extent that it is no
longer probable that sufficient taxable
profit will be available to allow all or part of
the deferred income tax asset to be
utilized. Unrecognized deferred income tax
assets are reassessed at each reporting
date and are recognized to the extent that
it has become probable that future taxable
profit will allow the deferred tax asset to be
recovered.
Deferred income tax assets and liabilities
are measured at the tax rates that are
expected in the year when the assets are
realized or when the liabilities are settled,
based on tax rates (and tax laws) which have
been enacted, or substantively enacted, at
the reporting date.
Deferred income tax assets and deferred
income tax liabilities are offset to the
extent that:
• the Group has a legal and enforceable
right to offset the recognized amounts
and;
• if deferred tax assets and tax liabilities
relates to income tax from the same tax
authorities and the same taxable entity in
the Group, or if different taxable entities
in the Group intend either to settle on a
net basis, or to realize the asset and settle
the liability simultaneously.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 27
Deferred income tax is provided based on
temporary differences arising from
investments in subsidiaries and associates,
except where the timing of the reversal of
the temporary difference is controlled by
the Group and it is probable that the
temporary difference will not reverse in the
foreseeable future.
1.18 Contingent assets and liabilities
A contingent asset is not recognized in the
annual financial statements but disclosed in
the notes where an inflow of economic
benefits is probable.
Contingent liabilities are defined as
possible obligations arising from past
events the existence of which depends on
future events, or for which it is improbable
that they will lead to an outflow of
resources, or which cannot be measured
with sufficient reliability.
Contingent liabilities are not recognized in
the annual financial statements, but
significant contingent liabilities are
disclosed in the notes to the financial
statements, with the exception of
contingent liabilities where the probability
of the liability occurring is remote.
1.19 Revenue recognition
Revenue comprises the amounts that
reflect the consideration to which the
entity expects to be entitled in exchange for
goods and services promised to be
transferred to customers in the general
course of the Group’s activities. Revenue is
shown net of value-added tax and
discounts. The Group recognizes revenue
when the performance obligations in the
contract with the customer are satisfied.
Revenue from the airline business is
generally associated with the performance
obligation of the air transport taking place.
Tickets are pre-sold up in advance of the air
transport taking place. The Group receives
payment at or shortly after time of sale, but
such payments might be partly delayed until
time of transport with any hold-back
imposed by credit card acquirers for
security reasons. Between time of sale and
time of air transport the amounts collected
from the customers, are presented as air
traffic settlement liabilities. The value of
the resulting air traffic settlement
liabilities, less any taxes collected on behalf
of authorities, represents the aggregate
transaction price of performance
obligations not yet satisfied.
Tickets can be purchased up to almost one
year prior to the air transport taking place.
The contracts with customers hence have a
duration of less than one year and the
corresponding air traffic settlement
liabilities will always fall due within one
year. Hence will also a financial year’s
reported revenue include the entire closing
balance of the prior year’s air traffic
settlement liabilities.
The time between ticket sale and time of
the air transport taking place is less than
one year and based on materiality
considerations the Group does not
recognize any financing element in relation
to ticket sales.
1.19.1 Passenger revenue
Passenger revenue is reported as traffic
revenue when the air transport has been
carried out and the performance
obligations hence are satisfied. The value of
sold tickets and which are still valid but not
used by the reporting date (amounts sold in
excess of revenue recognized) is reported
as air traffic settlement liability. This
liability is reduced either when the Group
or another airline completes the
transportation or when the passenger
requests a refund.
1.19.2 Ancillary revenue
Ancillary revenue comprises sales of ticket-
related products and services, e.g. revenue
from baggage sales, seating and premium
upgrades. Most of the products and
services do not have separate performance
obligations but are associated with the
performance obligation of the air transport
and are hence recognized as revenue at the
time of the transport. Between time of sale
and time of transport such ancillary
revenue items are reported as part of the
air traffic settlement liability.
Amounts paid by ‘no-show’ customers are
recognized as revenue when the booked
service is provided, and performance
obligations are satisfied. ‘No-show’
customers with low fare tickets are not
entitled to change flights or seek refunds
for other than taxes once a flight has
departed.
1.19.3 Contract costs
Certain incremental distribution costs in
relation to the pre-sale of tickets are
capitalized between time of sale and time
of the air transport taking place. As such
distribution costs are incremental and
correlated with ticket sales, experience
data is collected on the size of the various
elements of contract costs relative to the
size of the revenue. Such experience data
together with the size of air traffic
settlement liabilities give basis for
capitalization and amortization of the
contract costs.
1.19.4 Other revenue
Other revenue comprises third party
revenue, such as lease, cargo, government
support and revenue from business
activities in subsidiaries which are not
airlines.
Other airline revenues are recognized when
the performance obligations have been
satisfied through the rendering of services.
Revenue from sales of Wi-Fi products and
services comprises traffic fees. Revenue
traffic fees are recognized as revenue at
the time of consumption.
1.19.5 Customer loyalty program –
Norwegian Reward
The Group runs a loyalty program:
Norwegian Reward. Reward members earn
the digital currency “CashPoints”. The
program enables members to earn
CashPoints as they fly with Norwegian, use
the Bank Norwegian credit card and from
making purchases of goods and services
from more than 50 Reward partners.
CashPoints can be used as full or partial
payment for goods or services offered by
the Group.
CashPoints are considered as a separate
element of a sale with multiple elements.
The portion of the price allocated to Cash
Points is based on the stand-alone selling
price. Revenue allocated to accrued cash
points is deferred and recognized as a
contract liability, taking into consideration
estimated redemption rate. The contract
liability is included in the line-item Trade
and other payables in the consolidated
statement of financial position. The
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 28
CashPoint liability is derecognized and
recognized as revenue when the points are
redeemed or expire.
Revenue and costs from issuing CashPoints
to external partners in the loyalty program
Reward are presented on a net basis.
1.20 Leasing
At inception of a contract, the Group
assesses whether a contract is, or contains,
a lease. A contract is, or contains, a lease if
the contract conveys the right to control
the use of an identified asset for a period
of time in exchange for consideration. To
assess whether a contract conveys the right
to control the use of an identified asset, the
Group assesses whether the contract
involves the use of an identified asset. The
asset is not identified if the lessor has a
substantive substitution right. The Group
assesses further whether it has the right to
obtain substantially all of the economic
benefits from the use of the asset
throughout the period and whether it has
the right to direct the use of the asset.
The Group has elected not to recognize
right-of-use assets and lease liabilities for
short-term leases, except for aircraft
leases, and leases of low-value assets,
including IT equipment. The Group
recognizes the lease payments associated
with these leases as an expense on a
straight-line basis over the lease term.
1.20.1 Measurement and presentation of
right-of-use assets and lease
liabilities
As a lessee, the Group leases many assets
including aircraft, aircraft spare parts,
facilities and other equipment.
The Group recognizes a right-of-use asset
and a lease liability at the lease
commencement date. The right-of-use
asset is initially measured at cost, which
comprises the initial amount of the lease
liability adjusted for any lease payments
made at or before the commencement
date, plus any initial direct costs incurred
and an estimate of costs to dismantle and
remove the underlying asset or to restore
the underlying asset or the site on which it
is located, less any lease incentives
received.
The right-of-use asset is subsequently
depreciated using the straight-line method
from the commencement date to the end
of the lease term, unless the lease transfers
ownership of the underlying asset to the
Group by the end of the lease term or the
cost of the right-of-use asset reflects that
the Group will exercise a purchase option.
In that case the right-of-use asset will be
depreciated over the useful life of the
underlying asset, which is determined on
the same basis as those of property and
equipment. In addition, the right-of-use
asset is periodically reduced by impairment
losses, if any, and adjusted for certain
remeasurements of the lease liability.
The lease liability is initially measured at the
present value of the lease payments that
are not paid at the commencement date,
discounted using the interest rate implicit
in the lease or, if that rate cannot be readily
determined, the Group’s incremental
borrowing rate. Generally, the Group uses
its incremental borrowing rate as the
discount rate. The Group determines its
incremental borrowing rate by obtaining
interest rates from various external
financing sources and makes certain
adjustments to reflect the terms of the
lease and type of the asset leased.
Lease payments included in the
measurement of the lease liability comprise
the following:
• fixed payments, including in-substance
fixed payments;
• variable lease payments that depend on
an index or a rate, initially measured using
the index or rate as at the
commencement date;
• amounts expected to be payable under a
residual value guarantee; and
• the exercise price under a purchase
option that the Group is reasonably
certain to exercise, lease payments in an
optional renewal period if the Group is
reasonably certain to exercise an
extension option, and penalties for early
termination of a lease unless the Group is
reasonably certain not to terminate early.
Variable rents that do not depend on an
index or rate are not included in the
measurement the lease liability and the
right-of-use asset. The related payments
are recognized as an expense in the period
in which the event or condition that triggers
those payments occurs.
The lease liability is subsequently measured
by increasing the carrying amount to reflect
interest on the lease liability (using the
effective interest method) and by reducing
the carrying amount to reflect the lease
payments made. It is remeasured when
there is a change in future lease payments
arising from a change in an index or rate, if
there is a change in the Group’s estimate of
the amount expected to be payable under a
residual value guarantee, if the Group
changes its assessment of whether it will
exercise a purchase, extension or
termination option or if there is a revised
in-substance fixed lease payment. When
the lease liability is remeasured in this way,
a corresponding adjustment is made to the
carrying amount of the right-of-use asset
or is recorded in profit or loss if the
carrying amount of the right-of-use asset
has been reduced to zero.
Obligations for costs to restore the
underlying asset to the condition required
by the terms and conditions of the lease, a
provision is recognized and measured
under IAS 37. To the extent that the costs
relate to a right-of-use asset, the costs are
included in the related right-of-use asset.
The Group presents right-of-use assets
from aircraft and aircraft spare parts leases
in ‘Right-of-use aircraft, parts and
installations’ in the consolidated statement
of financial position. Right-of use assets
from facility and equipment leases are
presented as `Right-of-use buildings´ and
´Right-of-use equipment´, respectively.
Interest expense on the lease liability is
presented as `Interest expense´ in the
consolidated income statement.
Depreciation of the right-of-use assets is
presented under `Aircraft lease,
depreciation and amortization´.
For aircraft sale-leaseback transactions,
the ROU asset is measured at the portion of
the previous carrying amount of the asset
that relates to the right of use retained by
the seller-lessee. Gain or loss is recognized
for the amount that relates to the rights
transferred to the buyer-lessor.
1.21 Segment reporting
Operating segments are reported in a
manner consistent with the internal
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 29
reporting provided to the chief operating
decision maker who is responsible for
allocating resources and assessing the
performance of the operating segments.
The chief operating decision maker has
been identified as the Executive
Management. The Group has one operating
segment, which is low-cost air passenger
travel. See Note 4 for further details.
1.22 Events after the reporting date
New information regarding the Group’s
positions at the reporting date is taken into
account in the preparation of the annual
financial statements. Events occurring after
the reporting date which do not affect the
Group’s position at the reporting date, but
which will affect the Group’s position in the
future, are disclosed if significant.
1.23 Critical accounting estimates and
judgments
In preparing the consolidated financial
statements, the Management is required to
assess judgments, estimates and
assumptions that affect the reported
amounts of assets and liabilities, income
and expenses. The critical judgments and
key sources of estimation uncertainty that
have been made in preparing the
consolidated financial statements are
detailed below. These judgments involve
assumptions or estimates in light of future
events that can differentiate from what is
expected.
The aircraft held under lease agreements
are subject to specific redelivery
conditions stated in the contracts as well as
periodic maintenance programs as defined
by the aircraft and engines manufacturers.
To meet these requirements, the Group
must conduct maintenance, both regularly
and at the expiration of the leasing period.
Provisions are made based on the
estimated costs of overhauls and
maintenance. In order to estimate these
conditions, the Management must make
assumptions regarding expected
maintenance costs. Description of
maintenance cost estimates are described
in Note 19.
Non-current assets are depreciated on a
straight-line basis or by airborne hours and
cycles over the estimated useful lives,
taking expected residual value into
consideration. An aircraft is separated into
several components for depreciation
purposes in order to consider different
useful lives of the aircraft components, in
accordance with official requirements. The
depreciation period and method are
assessed annually to ensure that they
reconcile with the substance of the non-
current asset, and the residual value is
estimated at each year-end. The
assessments require Management to make
assumptions regarding expected useful
lives and residual values.
Deferred tax assets are recognized for all
unused tax losses to the extent that taxable
profits are probable. Deferred tax liabilities
are recognized when an obligation has been
incurred. Significant management
judgment is required to determine the
amounts of deferred tax assets that can be
recognized, based on the anticipated
timing and level of future taxable profits
together with future tax planning
strategies. Deferred tax liabilities that have
been incurred are based on the best
estimate of the likely obligation at each
reporting period. These estimates are
subject to revision based on the outcome
of tax audits and discussions with
authorities that can take several years to
conclude. See Notes 9 and 27 for further
details of tax positions.
The COVID-19 effects on the airline industry
and the Company's level of operation is
evaluated as an impairment indicator, and
an impairment testing has been performed
for the Company's non-current assets. The
recoverable amounts of cash-generating
units have been determined based on
value-in-use calculations. These
calculations require the use of estimates.
See Note 11 for further details.
The Group cannot readily determine the
interest rate implicit in the lease,
therefore, it uses its incremental borrowing
rate (IBR) to measure lease liabilities. The
IBR is the rate of interest that the Group
would have to pay to borrow over a similar
term, and with a similar security, the funds
necessary to obtain an asset of a similar
value to the right-of-use asset in a similar
economic environment. The IBR therefore
reflects what the Group ‘would have to
pay’, which requires estimation when no
observable rates are available (such as for
subsidiaries that do not enter into financing
transactions) or when they need to be
adjusted to reflect the terms and
conditions of the lease (for example, when
leases are not in the subsidiary’s functional
currency). The Group estimates the IBR
using observable inputs (such as market
interest rates) when available and is
required to make certain entity-specific
estimates (such as the subsidiary’s stand-
alone credit rating).
In connection with the Examinership and
Reconstruction processes, all owned but
four aircraft were returned to the financing
parties. 16 previously owned aircraft were
subsequently leased back to the Group. The
abandonment and leasing of aircraft
previously owned by the Group in
connection with the Examinership are
assessed by management to be closely
related transactions which are to be
treated as sale-leaseback transactions.
In calculating the proportion of the carrying
amount of the aircraft retained by the
Group, management estimated the fair
value of the aircraft sold based on external
valuations. The consideration received for
the abandoned aircraft was the
extinguished debt related to the aircraft.
The fair value of the consideration was
assessed to be the book value of the
extinguished debt to the creditors.
In the measurement of the new lease
liabilities for the aircraft on sale-leaseback,
management estimated the expected
utilization of those aircraft during the PBH-
period. Lease payments expected to
exceed the minimum lease payments during
the PBH-period are included in the
measurement of the lease liabilities
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 30
NOTE 2: FINANCIAL RISK
The Group’s activities expose it to a variety
of financial risks; market risk (including
currency risk, interest rate risk and price
risk), credit risk and liquidity risk. The
Group’s overall financial risk management
program focuses on changes and
fluctuations in financial markets and seeks
to minimize potential adverse effects on
the Group’s financial performance. The
Group uses derivative financial instruments
to hedge certain financial risk exposures.
Financial risk management is carried out by
a central treasury department (Group
Treasury), under policies approved by the
Board of Directors. Group treasury
identifies, evaluates and hedges financial
risk in close co-operation with the Group’s
operating units. The Board provides
principles for overall risk management such
as foreign currency risk, interest rate risk,
credit risk, use of derivative financial
instruments and investment of excess
liquidity.
2.1 Market risk
Market risk is the risk of changes in market
prices, such as foreign exchange rates, jet
fuel prices and interest rates which will
affect the Group’s income or value of its
holdings of financial instruments.
2.2 Foreign exchange risk
A substantial part of the Group’s expenses
is denominated in foreign currencies. The
Group’s leases, aircraft borrowings,
maintenance, jet fuel and related expenses
are mainly denominated in USD, and
airplane operation expenses are partly
denominated in EUR. The carrying amount
of the Group’s net investments in foreign
entities and proceeds from these
investments varies with changes in the
foreign exchange rate. In order to reduce
currency risk, the Group has a mandate to
hedge its currency exposure for the
following 12 months. Hedging can consist of
forward currency contracts and flexible
forwards.
2.2.1 Exchange rate risk sensitivity
analysis
This analysis does not take into account
correlation between currencies. Empirical
studies confirm substantial diversification
effect across the currencies that the Group
is exposed to.
2.2.2 Effects on net currency gains
(losses)
The Group is exposed to currency
fluctuations on financial instruments in the
statement of financial position.
If NOK had weakened by 1 percent against
USD in 2021, with all other variables held
constant, post-tax profit effect would have
been negative by NOK 2 million (compared
to negative NOK 44 million in 2020), mainly
as a result of foreign exchange losses/gains
on receivables, payables and cash and cash
equivalents.
If NOK had weakened by 1 percent against
EUR with all other variables held constant,
post-tax profit effect for the year would
have been negative by NOK 3 million
(compared with negative NOK 6 million in
2020), mainly as a result of foreign
exchange losses/gains on receivables,
payables and cash and cash equivalents.
If NOK had weakened by 1 percent against
GBP with all other variables held constant,
post-tax profit effect for the year would
have been close to zero (compared with
positive NOK 2 million in 2020), mainly as a
result of foreign exchange losses/gains on
receivables, payables and cash and cash
equivalents.
2.2.3 Effects due to foreign exchange
translations on other
comprehensive income
The Group has major investments in
operations abroad, whose net assets are
exposed to foreign currency translation
risk. Currency exposure arising from the
net assets of the Group’s foreign
operations can be material, but the
variances create a natural hedge against the
Group’s currency exposure on operating
expenses. If NOK had weakened with 1
percent against USD with all other variables
held constant, other comprehensive
income would have been NOK 123 million
higher (compared to NOK 129 million higher
in 2020). If NOK had weakened with 1
percent against EUR with all other variables
held constant, other comprehensive
income would have been NOK 9 million
lower (NOK 2 million higher in 2020).
2.3 Cash flow and fair value interest rate
risk
As the Group has net interest bearing
deposits, the Group’s income and
operating cash flows are dependent on
changes in the market interest rates. The
Group’s cash flow interest rate risk arises
from cash and cash equivalents and floating
interest rate borrowings. Floating interest
rate borrowings consist of a secured bond
issue and a term facility. Borrowings issued
at fixed rates expose the Group to fair value
interest rate risk. Fixed interest rate
borrowings consist of aircraft financing.
Borrowings are denominated in USD and
NOK.
If the floating interest rate in 2021 had been
1 percent higher/lower with all other
variables held constant, post-tax profit and
post-tax equity effect for the year would
have been NOK 8.5 million lower/higher
(2020: NOK 54.5 million), mainly as a result
of higher/lower interest income on floating
rate cash and cash equivalents and
borrowings.
The Group measures borrowings at
amortized cost. No changes in fair value of
fixed rate interest rate borrowings would
be accounted for. Fair value calculations of
fixed interest rate borrowings are detailed
in Note 22.
2.4 Jet fuel prices
Expenses for jet fuel represent a substantial
part of the Group’s operating costs, and
fluctuations in jet fuel prices influence the
projected cash flows. The objective of the
jet fuel price risk management policy is to
safeguard against significant and sudden
increases in jet fuel prices whilst retaining
access to price reductions. The Group
manages jet-fuel price risk using fuel
derivatives. Management has a mandate to
hedge zero to 50 percent of its expected
consumption over the next twelve months
with forward contracts.
At the end of 2021, the Group did not have
any jet fuel forward contracts.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 31
2.5 Credit risk
Credit risk is managed on a Group-wide
basis. Credit risk arises from cash and cash
equivalents, derivative financial
instruments and deposits with banks and
financial institutions, as well as credit
exposures to travel agencies and
commercial customers, including
outstanding receivables and committed
transactions. The utilization of credit limits
is regularly monitored. The Group’s policy
is to maintain credit sales at a minimum
level. Sales to private customers are settled
in cash or using major credit card
companies.
Credit risk related to bank defaults is
closely monitored and partly offset by
diversifying the Group’s deposit portfolio.
There is re-invoicing of maintenance costs
on aircraft to leasing companies, and
Norwegian regularly evaluates and assesses
the value of these credits. See Note 20 for
further disclosure on credit risk.
2.6 Liquidity risk
Prudent liquidity risk management implies
maintaining sufficient cash and marketable
securities, the availability of funding
through an adequate amount of committed
credit facilities and the ability to close out
market positions. The liquidity is affected
by trading risks presented by current
economic conditions in the aviation sector,
particularly in relation to passenger
volumes and yields and the associated
profitability of individual routes. A portion
of the Group’s sales are paid for by the
customers at the time of booking and
Norwegian receive the actual payments
from the credit card acquirers either at the
time of sale or at the time of travel. Delayed
payments from credit card companies vary
between credit card acquirers. A reduction
in credit lines with credit card acquirers
might have an adverse effect on the
Group's liquidity. The risk arising from
receivables on credit card companies or
credit card acquires are monitored closely.
The Board of Directors has imposed an
internal liquidity target which is closely
monitored by the Management.
Management monitors rolling forecasts of
the Group’s liquidity reserve, cash and cash
equivalents (see Note 24) on the basis of
expected cash flow. The Group's liquidity
management policy involves projecting
cash flows in major currencies and
considering the level of liquid assets
necessary to monitor liquidity ratios against
internal and external regulatory
requirements and maintaining debt
financing plans. The projected cash flows
are based on a detailed plan that covers a
period for at least twelve months after the
date of approval of these financial
statements. In developing these forecasts,
estimates and judgement are made to
project revenue, costs and availability of
different financing sources. Assessments
are made of potential adverse effects from
events outside the Group’s control.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 32
The table below analyses the maturity profile of the Group’s financial liabilities at the
reporting date. The amounts disclosed are the contractual undiscounted cash flows:
NOK million
Less than 1
year
Between 1
and 2 years
Between 2
and 3 years
Between
3 and 5
years
Over 5
years
At 31 December 2021
Borrowings
181.1
220.2
233.8
4,297.4
458.2
Trade and other payables
3,782.6
-
-
-
-
Lease liabilities
1,000.2
1,164.9
1,092.2
1,752.4
1,072.5
Calculated interest on borrowings
34.4
46.3
39.8
58.7
35.3
Total financial liabilities
4,998.4
1,431.4
1,365.8
6,108.5
1,566.0
NOK million
Less than 1
year
Between 1
and 2 years
Between 2
and 3 years
Between 3
and 5 years
Over 5
years
At 31 December 2020
Borrowings
26,085.2
-
-
-
-
Derivative contracts - payments
49.2
-
-
3.2
-
Trade and other payables
10,328.8
-
-
-
-
Lease liabilities
23,067.2
35.7
35.7
67.4
111.6
Total financial liabilities
59,530.4
35.7
35.7
35.7
35.7
70.6
111.6
2.7 Capital risk management
The Group’s capital management policy is to have a capital structure which meets the
demands of operations, reduces cost of capital and complies with financial covenants and
future investments planned by the Group. The Group will adjust debt and equity to maintain
and secure an optimal capital structure by continuously monitoring the total equity level and
the equity ratio of the Group. This ratio is calculated as equity divided by total assets as
presented in the consolidated statement of financial position and consolidated statement
of changes in equity.
The equity ratios at 31 December were as follows:
(NOK million)
2021
2020
Equity
3,269.6
(6,623.9)
Total assets
18,825.4
49,554.0
Equity ratio
17.4 %
-13.4 %
2.7.1 Financial restructuring
The Company successfully completed the restructuring process in May 2021. In total, the
restructuring improved equity by NOK 13,723 million. The total effect on total
comprehensive income was NOK 5,875 million, of which NOK 534 million relates to historical
currency translation effects from subsidiaries derecognized in 2021, reclassified from other
comprehensive income to profit and loss.
The impact to share and paid-in capital and the income (loss) following the financial
restructuring in May 2021 are presented in the table below.
NOK million
Footnotes
Share and paid
in capital
Income (loss)
Bonds
1
41.9
385.4
Trade and other payables and related receivables
2
0.0
4,043.8
Aircraft and related liabilities
3
0.0
1,586.3
Borrowings, Perpetual and Retained claims bond
4
1,843.3
866.8
Private placement/Rights issue
5
4,029.7
0.0
Dividend claim
6
1,933.6
(1,762.8)
Cash dividend
6
0.0
(439.5)
Liquidated companies
7
0.0
1,194.5
Total
7,848.5
5,874.5
1) Bonds: These amounts reflect the net effect of the extinguishment of unsecured
Bond debt issued prior to 18 November 2020 (NAS07, NAS08 and the US convertible)
and the issue of the new Bond NAS13. The effect is a net reduction in debt with a
corresponding increase in equity through Income. The portion recognized as
increase in Share and paid in capital reflects the conversion of zero-coupon
perpetual bonds with floor protection from debt to equity during the first half year
in 2021.
2) Trade and other payables and related receivables: These amounts reflect the
extinguishment of vendor debt and related receivables from the same vendors,
from the period before 18 November 2020. The effect is a reduction in net debt
and increase in other equity through Income.
3) Aircraft and related liabilities: This amount reflect the net effect of replacing old
lease contracts with new for 31 aircraft, reduced maintenance obligations, sale-
leaseback of 16 aircraft and redelivery of 83 aircraft included in disposal group at
year end 2020. The net effect is a reduction in net liabilities with a corresponding
increase in other equity through Income.
4) Borrowings, Perpetual and Retained Claim Bond: These amounts reflect
extinguishment of the unsecured part of loan with state guarantee and other
borrowings, the issue of the new Perpetual Bond classified as equity and the related
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 33
Retained Claim Bond. The effect is a net reduction in outstanding debt with a
corresponding increase in share and paid in capital with NOK 1,843 million and
other equity through Income of NOK 867 million.
5) Private placement/Rights issue: This amount reflects the net proceeds from share
issue in the private placement and the rights issue in May 2021.
6) Dividend claim: Reflects the issue of the Dividend Claim with conversion rights,
followed by conversion of dividend claim to shares. The Dividend Claim was granted
to unsecured creditors, that did not participate in the rights issue or new capital
perpetual bond issue, as a 4% compensation for extinguished debt in addition to
the Cash Dividend. The effect is an increase in debt with NOK 2 million, and an
increase in Share and paid in capital with NOK 1,934 million representing the value
of the conversion element and a net corresponding effect on other equity of
negative NOK 1,763 million that has to be assessed together with the effect related
to Trade and other payables and related receivables. Cash dividend: This amount
reflects the cash dividend payable to unsecured creditors, that did not participate
in the rights issue or new capital perpetual bond issue, as compensation for
extinguished debt.
7) Liquidated companies: This amount reflect the impact on equity from
derecognition of disposed/liquidated subsidiaries. The effect is a gain on
derecognition of negative equity with NOK 1,195 million and a transfer of
accumulated negative currency translation differences with NOK 534 million from
OCI to Income. Net impact reflected in Income is NOK 661 million.
2.8 Going concern
In 2021, the Group successfully exited the examinership and reconstruction process, and
the basis for continuing as a going concern was secured/fulfilled through debt
extinguishment and capital injection. Necessary additional working capital was obtained
mainly through share offerings including the Rights Issue, an additional private placement
and the issue of perpetual bonds, raising gross proceeds of NOK 6 billion.
In February 2022, Russia announced a military invasion of Ukraine. Strict sanctions have
been imposed against Russia by the United States, the EU and other countries. Following the
invasion, international capital markets have seen increased volatility and the oil price has
spiked, which in turn has resulted in increased fuel costs for the Company. The
consequences of the acts of war on the Group’s operations and financial results are
uncertain but does not affect the going concern assumption.
Although several countries are currently easing up on restrictions relating to COVID-19,
there is still uncertainty regarding the future development of infection rates, virus variants
and the potential implementation of new restrictions. The impact these factors may have on
the Group’s operations and financial results are uncertain but does not affect the going
concern assumption.
Uncertainties in relation to the public and political debate regarding the negative climate
impacts of air travel is not regarded as a threat to the going concern assumption.
NOTE 3: FAIR VALUE ESTIMATION
Financial instruments which are measured in the statement of financial position at fair value,
require disclosures of fair value measurements by the following levels of fair value
measurement hierarchy:
Level 1
The fair value of financial instruments traded in active markets is based on quoted market
prices of the reporting date. A market is regarded as active if quoted prices are readily and
regularly available and represent actual and regular occurring market transactions on an
arm’s length basis. The Group had no financial instruments in this category at end of 2020
or 2021.
Level 2
The fair value of financial instruments that are not traded in an active market is determined
by using valuation techniques. These valuation techniques maximize the use of observable
market data where it is available and rely as little as possible on entity specific estimates.
Level 3
If one or more of the significant inputs are not based on observable market data, specific
valuation techniques are applied.
The Group had no financial instruments measured at fair value at end of 2021.
The following table presents financial liabilities measured at fair value at 31 December 2020:
NOK million
Level 1
Level 2
Level 3
Total
Derivative financial liabilities, non-current
-
3.2
-
3.2
Derivative financial liabilities, current
-
49.2
-
49.2
Total liabilities at fair value through profit and loss
-
52.5
-
52.5
Fair value of borrowings
All borrowings per 31 December 2021 and 2020 are measured at amortized cost. The fair
value of current borrowings approximates their carrying amount. The NAS13 bonds issued in
2021 are traded in an active market. Thus, their fair value is based on quoted market prices
on or close to the reporting date (level 1 in fair value measurement hierarchy). The fair value
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 34
of other non-current borrowings in 2021 is not exclusively determined based on observable
market data (level 3 in fair value measurement hierarchy). Their fair value is based on cash
flows which are discounted using rates listed in Note 22.
The maturity profile of borrowings is presented in note 2.6. The carrying amounts and fair
values of the non-current borrowings are as follows:
Carrying amount
Fair value
NOK million
2021
2020
2021
2020
Bond issue
575.0
-
415.4
-
Retained claims bonds
2,524.9
-
2,594.5
-
Term facility
134.9
-
145.1
-
Aircraft financing
802.9
-
662.3
-
Other non-current debt
2.0
-
2.0
-
Total fair value
4,039.6
-
3,819.3
-
NOTE 4: SEGMENT AND REVENUE INFORMATION
Executive Management reviews the Group’s internal reporting to assess performance and
allocate resources. Management has determined the operating segment based on these
reports. Executive Management considers the business as one operating segment, which is
low-cost air passenger travel. The Group’s operating profit comes from airline-related
activities and the Group’s main revenue generating asset is its aircraft fleet, which is utilized
across the Group's geographical segment.
Performance is measured by the Executive Management based on the operating segment’s
earnings before interests, tax, depreciation, amortization and aircraft lease (EBITDAR).
Other information is measured in accordance with the financial statements.
The table below shows revenues from low-cost air passenger travel which is split between
passenger revenue, ancillary revenue, freight revenue and other revenue. Passenger related
revenue per country is based on starting point of passenger journeys. Freight related
revenue is based on starting point of freight services.
NOK million
2021
2020
By activity:
Passenger transport
3,911.8
6,455.3
Ancillary revenue
941.5
1,535.1
Freight
14.8
158.8
Other revenue
199.7
946.4
Total operating revenue
5,067.8
9,095.7
Other revenue includes governmental funds to uphold certain routes deemed part of critical
infrastructure in Norway of NOK 50.5 million (2020: NOK 426.7 million).
NOK million
2021
2020
By country:
Norway
2,487.0
3,316.3
Spain
651.1
1,218.2
Denmark
575.8
546.6
Sweden
524.2
603.3
Finland
122.0
221.8
France
104.8
256.8
UK
91.1
720.4
Italy
66.3
53.3
Greece
65.3
19.8
Germany
47.5
86.8
Other
332.7
2,052.4
Total
5,067.8
9,095.7
Total outside of Norway
2,580.8
5,779.4
NOTE 5: OTHER OPERATING EXPENSES
NOK million
2021
2020
Sales and distribution expenses
165.3
274,2
Other flight operation expenses
323.0
516,2
General and administrative expenses
901.8
1,171.5
Total other operating expenses
1,390.2
1,961.9
Other operating expenses are related to sales and distribution, the operating of systems,
marketing, back office, consultants, and other costs not directly attributable to the
operation of the aircraft fleet and related airline-specific costs.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 35
NOTE 6: PAYROLL EXPENSES AND NUMBER OF EMPLOYEES
NOK million
2021
2020
Wages and salaries
1,608.0
1,785,6
Social security tax
242.0
357.3
Pension expenses
131.8
226.2
Employee stock options
13.2
6,6
Other benefits
89.9
148,6
Hired crew personnel
-
396.9
Total
2,084.9
2,921.2
Payroll expenses include hired crew personnel. Some employees are participants in defined
pension plans. See Note 18 for details.
Man-labor
years
Head count
**)
Head count
**)
2021
2021
2020
Cabin Crew
638
1,375
3,450
Flight Deck Crew
330
774
1,456
Non-crew
841
1,161
1,460
Total
1,809
3,310
6,365
Norway
1,282
2,111
2,062
Spain
194
691
1,903
United Kingdom
17
15
1148
Sweden
40
48
59
Denmark
151
267
55
Italy
0
0
325
United States
1
0
469
Finland
7
29
2
France
1
0
272
Ireland
22
12
60
Latvia
94
137
11
Total
1,809
3,310
6,365
*) including head count and man-labor years related to hired crew personnel
**) head count at 31.12.
NOTE 7: REMUNERATION OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT
Pursuant to the Norwegian Public Limited Liability Companies Act, section 6-16 a, the Board
presented the following statement regarding remuneration of Norwegian’s Management to
the 2021 Annual General Meeting (AGM).
The nomination committee proposed an extraordinary fee for the additional workload for
the members of the Board for the period from the AGM in 2020 to the AGM in 2021. This
was approved by the AGM in 2021.
According to the remuneration policy, the Board may decide to deviate from the guidelines
in individual cases, provided there are circumstances that make such deviations necessary
to safeguard the Company’s long-term interest and financial sustainability, or ensure the
Company’s viability.
The Company was operating in unprecedented times following the outbreak of COVID-19,
and it was vital to achieve sustainable solutions and demonstrate continuance of key
management to investors. The Board acknowledged the importance of motivating and
retaining its Executives and securing qualified management of the Company for as long as
possible and at least for the upcoming period until 20 June 2021.
Therefore, in addition to the general terms and conditions agreed upon as part of each
Executives’ employment relationship, an incentive scheme in the form of retention bonus
was implemented to ensure continuity in key management through the extraordinary times
in the first half of 2021.
The deviation from the remuneration policy ensured stable and qualified management which
contributed to secure a successful reorganisation plan seeking protection under Irish
Examinership and Reconstruction in Norway.
The actual remuneration for 2021 is fully aligned with the principles of the remuneration
policy. Necessary steps were taken to ensure long-term performance and ensure the
Company’s viability, within the framework of the remuneration policy.
Remuneration governance - directive of remuneration of the CEO and the Executive
Management
The purpose of the remuneration of Executive Management in Norwegian is to stimulate a
strong and lasting performance-oriented culture, enabling the Company to deliver on its
strategy. The overall compensation level should be competitive compared to comparable
organizations. The Board of Directors determines the remuneration of the CEO and the
guidelines for remuneration of Executive Management (“Executives”). The grandfather
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 36
principle applies for Executives, implying that the Chair of the Board approves remuneration
for Executives other than the CEO. The remuneration of the Board and the Executives must
not have negative effects on the Company, nor damage the reputation of the Company.
Compensation made to Executives going forward will in part be aligned with Norwegian’s
performance.
Principles for base salary
The fixed salary should reflect the Executive’s area of responsibility and performance over
time. Norwegian offers base salary levels which are competitive in the market in which the
Company operates. Salaries are benchmarked against salary statistics provided by global
third-party human resource organisations and related financial services consulting firms.
Short-term incentive (STI) program
Norwegian’s short-term incentive program (STI) is an incentive program with a timeframe of
one year. The STI is a global incentive program designed to motivate, recognise, and reward
executives for the contributions they make to enable to the Company’s to meet its financial
and business targets. The objectives of the program are to,
(i) clearly communicate to Executives the Company targets,
(ii) communicate to the Executives how variable compensation is linked to the
Company’s performance,
(iii) positively impact the organisation’s ability to meet or exceed the
Company’s performance targets,
(iv) encourage more cross-functional cooperation and a “one Norwegian
mind-set”, and
(v) improve the Company’s ability to attract, retain and motivate employees.
The target variable compensation for the CEO is 75 percent of the gross base salary. The
maximum variable compensation is 127.5 percent of the gross base salary. The intended
variable compensation scheme for 2021 was not made effective, primarily due to the
financial impact of COVID-19 on the Company.
Long-term incentives program
Norwegian offers employees hired in a Scandinavian legal entity participation in a long-term
incentive program (LTI) through an employee share savings plan. The objective of the LTI is
to align and strengthen the interest of employees and shareholders and to remunerate for
long-term commitment and value creation. Under this plan, Norwegian will match 50
percent of the employees’ investment, limited up to NOK 6,000 per annum. Provided that
the employee contributes NOK 12,000 annually, Norwegian’s contribution will be NOK
6,000. The program has a one-year vesting period. If the shares are kept for two calendar
years, the participants will be allocated bonus shares proportionate to their purchase. One
bonus share will be earned for every tenth share allocated under this scheme.
Share Option Plan
The Board of Directors has established annual share option plans for Executives and other
key leading employees. It is the Company's view that the granting of share purchase options
through option schemes are positive for long-term value creation of the Company. The
intention of this plan is to (i) attract and retain employees whose service is important to the
Company's success, (ii) motivate such employees to achieve long-term goals for the
Company, (iii) provide incentive compensation opportunities to such employees which are
competitive with those of other companies, and (iv) to secure that such employees’ financial
interest is aligned with the shareholders of the Company. The Board can offer share options
to Executives and other key leading employees when shareholders have given the authority
through an AGM to grant schemes in accordance with the following principles:
• The exercise price per share shall be the average price of the Norwegian share, ticker
NAS.OL, on trading days during the first 10 calendar days after presentation of
Norwegian’s second quarter financial results plus 10 percent and rounded to the nearest
NOK 0.1
• 1/3 of options granted can be exercised at the earliest after 1, 2, and 3 years respectively,
and the options shall expire after seven years
• In any calendar year, each employee’s aggregated gross profit from exercise of options
under all share option programs shall not exceed five years of accumulated gross base
salary
• If an employee leaves the Company, the non-vested options will forfeit. Outstanding
options exercisable at the date of such termination shall be exercisable no later than the
first exercise period thereafter.
Severance pay
The notice period for the CEO and Executives is six months. The CEO severance pay is six
months. Executives do not have severance pay, with the exception of the EVP Product &
Digital Development and EVP Sales, Marketing & Customer Care which have six months base
salary severance pay. The employee is not entitled to a severance payment in the event he
or she terminates the employment. The CEO has a change of control clause in the
employment contracts.
Remuneration composition
In addition to fixed and variable salary, other benefits such as insurance, newspaper,
internet and telephone may be granted. The total value of these benefits should be modest
and only account to a limited portion of the combined remuneration package. Principles for
company car and car allowance vary in accordance with local conditions.
Executives participate in the same pension plans as other employees within the unit in which
they are employed. Executives in the Norwegian entities participate in a defined
contribution pension plan. The annual accrual for 2021 was five percent of the annual base
salary from 1 to 7.1 G and eight percent from 7.1 to 12 G. G is the base amount of Norwegian
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 37
Social Security which in 2021 amounted to NOK 106,399. From 2022 the annual accrual is
amended to five percent of the annual base salary from zero to 7.1 G and eight percent from
7.1 to 12 G. Executives do not have a retirement agreement that deviates from other
employees within the unit in which they are employed.
The STI program described above was not effective for 2021, primarily due to the financial
impact of COVID-19 on the Company. A retention incentive scheme was implemented to
ensure continuity in Executives through the extraordinary times in the first half of 2021.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 38
Total Compensation year 2021
NOK 1,000
Fee
4)
Salary
Bonus
5,6)
Other
benefits
2)
Total
Compensation
Pension
expense
3)
The Board of Directors
Niels Smedegaard, Chair of the Board (until the end of May 2021)
1,550
-
-
-
1,550
-
Svein Harald Øygard, Chair of the Board (since June 2021)
-
-
350
-
350
-
Sondre Gravir
400
-
100
-
500
-
Ingrid Elvira Leisner
575
-
100
-
675
-
Jaan Albrecht Binderberger (until the end of May 2021)
525
-
-
-
525
-
Lars Boilesen (since June 2021)
-
-
100
-
100
-
Margaret Christine Browne
400
-
100
-
500
-
Vibeke Hammer Madsen (until the end of May 2021)
400
-
-
-
400
-
Eric Holm, elected by the employees
1)
150
-
-
-
150
-
Katrine Gundersen, elected by the employees
1)
150
-
-
-
150
-
Geir Olav Øyen, elected by the employees (until April 2022)
1)
150
-
-
-
150
-
Torstein Soland, elected by the employees (since April 2022)
1)
-
-
-
-
-
-
Total board of directors
4,300
-
750
-
5,050
-
Executive Management
Geir Karlsen (Chief Executive Officer from 21.06.2021)
-
4,875
11,000
153
16,028
89
Anne-Sissel Skånvik (Executive Vice President Communications and Public Affairs)
-
2,000
1,500
159
3,659
89
Magnus Thome Maursund (Executive Vice President Network, Pricing & Optimisation) (since October 2021)
8)
-
525
337
45
907
30
Adrian Dunne (Executive Vice President Operations) (joined August 2021)
8, 9)
-
1,270
1,017
74
2,361
108
Christoffer Sundby (Executive Vice President Marketing, Sales & Customer Care)
-
3,000
2,250
151
5,401
89
Tor-Arne Fosser (Executive Vice President Airline Products & Digital Development)
7)
-
2,900
2,175
153
5,228
89
Knut Olav Irgens Høeg (Executive Vice President IT & Business Services)
-
2,300
1,725
153
4,178
89
Guro H. Poulsen (Executive Vice President People)
-
2,000
1,500
152
3,652
89
Andrew Hodges (Executive Vice President Network, Pricing & Optimisation) (until October 2021)
-
3,075
2,306
-
5,381
242
Johan Gauermann (Interim Executive Vice President Operations) (until September 2021)
-
1,795
1,593
-
3,388
561
Jacob Schram (Chief Executive Officer until 21.06.2021)
-
7,000
11,000
144
18,144
89
Total executive management
-
30,740
36,403
1,184
68,327
1,564
1) For the employee representatives in the Board of Directors, only their fee for serving on the Board of Directors fee is stated
2) Other benefits include company car/car allowance, insurance, telephone, internet, severance pay, etc.
3) Pension expense reflects paid pension premium
4) Directors elected by the shareholders were granted an extraordinary fee of NOK 100,000 and the chair of the board NOK 1 million
5) The shareholder elected Board members and the Chair of the Board were granted fees to buy shares in the Company. The shares cannot be sold until the shares have a value corresponding to an annual board fee, total NOK 500,000, or
before resignation from the board.
6) A retention incentive scheme was implemented to ensure continuity in Executives through the extraordinary times in the first half of 2021 as described on previous pages (Note 7).
7) Tor-Arne Fosser left the Management Group in April 2022
8) Pro rata
9) Adrian Dunne received a sign on fee when he was appointed EVP COO in March 2021
No share options were exercised by the Management in 2021.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 39
Total Compensation year 2020
NOK 1,000
Fee
Salary
Bonus
Other
benefits
2)
Total
Compensation
Pension
expense
3)
The Board of Directors
Niels Smedegaard, Chair of the Board
500
-
-
550
1,050
-
Ingrid Elvira Leisner
450
-
-
300
750
-
Sondre Gravir
275
-
-
300
575
-
Eric Holm, elected by the employees
125
-
-
-
125
-
Geir Olav Øien, elected by the employees
125
-
-
-
125
-
Katrine Gundersen, elected by the employees
125
-
-
-
125
-
Chris Browne (elected at EGM 30 June 2020)
-
-
-
300
300
-
Jaan Albrecht Binderberger (elected at EGM 30 June 2020)
-
-
-
300
300
-
Vibeke Hammer Madsen (elected at EGM 30 June 2020)
-
-
-
300
300
-
Anton Joiner (elected at EGM 30 June 2020, resigned 10 November 2020)
7)
-
-
-
-
-
Christian Fredrik Stray (stepped down at EGM 30 June 2020)
400
-
-
-
400
-
Liv Berstad (stepped down at EGM 30 June 2020)
425
-
-
-
425
-
Total board of directors
2,425
-
-
2,050
4,475
-
Executive Management
Jacob Schram (Chief Executive Officer)
-
7,000
-
148
7,148
86
Geir Karlsen (Chief Financial Officer)
5)
-
4,500
5,000
148
9,648
86
Anne-Sissel Skånvik (Executive Vice President Communications and Public Affairs)
-
2,000
-
171
2,171
86
Guro H. Poulsen (Senior Vice President Crew Management/Executive Vice President People)
-
2,000
-
148
2,148
86
Knut Olav Høeg (Executive Vice President IT, Supply Chain & Process Improvement) (since February 2020)
4)
-
2,108
-
139
2,248
79
Andrew Hodges (Executive Vice President Airline) (since June 2020)
4)
-
1,827
-
20
1,847
155
Johan Gauermann (Interim Executive Vice President Operations) (since June 2020)
4)
-
1,395
-
-
1,395
458
Christoffer Sundby (Executive Vice President Customer) (since September 2020)
4)
-
1,000
-
49
1,049
29
Tor-Arne Fosser (Executive Vice President Airline Ecosystem) (since October 2020)
4)
-
725
-
37
762
21
Bjørn Erik Barman-Jenssen (Executive Vice President Operational Development) (until January 2020)
4)
-
243
-
-
243
7
Thomas Hesthammer (Group Accountable Manager) (until January 2020)
4)
-
159
-
7
166
7
Kurt Erik Simonsen (Chief Customer & Digital Officer) (until January 2020)
4)
-
2,189
1,550
86
3,825
50
Frode Berg (Chief Legal Officer) (until May 2020)
4)
-
961
-
62
1,023
48
Tore Jenssen (Chief Operating Officer/Managing Director Arctic Aviation) (until May 2020)
4)
-
1,125
-
62
1,187
48
Sarah Goldsbrough (Executive Vice President HR, HSE & Payroll) (until May 2020)
4)
-
743
-
63
806
36
Marty St. George (Interim Chief Commercial Officer) (until May 2020)
4) 6)
-
4,235
-
0
4,235
-
Brede Huser (Executive V.P. Loyalty/Man. Dir. Norwegian Reward) (since February 2020, until July 2020)
4)
-
1,000
-
549
1,549
43
Kei Grieg Toyomasu (Senior Vice President Brand & Marketing) (since February 2020, until August 2020)
4)
-
1,371
-
5
1,376
50
Total executive management
-
34,580
6,550
1,694
42,825
1,373
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 40
1) For the employee representatives in the Board of Directors, only their fee for serving on the Board of Directors fee is stated
2) Other include company car/car allowance, insurance, telephone, internet, severance pay, etc. For board members, other include shares awarded on 30 June 2020 at the current market price of NOK 2.72 per share
3) Pension expense reflects paid pension premium
4) Pro rata
5) Retention bonus
6) Hired consultant
7) Anton Joiner renounced his Board remuneration
No share options were exercised by the Management in 2020.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 41
NOTE 7A: AUDIT REMUNERATION
NOK million excluding VAT
2021
2020
Audit fee
10.5
14.4
Other audit related services
0.7
2.8
Tax advisory
-
-
Other services
1.8
2.8
Total
13.0
20.0
The Group elected PricewaterhouseCoopers AS as their new auditor with effect for the
financial year 2020.
NOTE 8: OTHER FINANCIAL INCOME
NOK million
2021
2020
Net foreign exchange (loss) or gain
(210.9)
(1,483.7)
Appreciation cash equivalents
-
0.4
Restructuring effects
5,341.0
2,609.0
Fair value adjustments conversion rights
-
3,217.5
Financial gain/loss debt to equity conversion
23.6
-
Other financial items
176.9
(77.5)
Other financial income
5,330.5
4,265.7
Net foreign exchange loss of NOK 210.9 million is recognized in 2021 (2020: NOK 1,483.7
million loss).
See Note 3 for fair value estimation and Note 20 for further information concerning
investments in financial assets. See Note 2.7.1 for further information about restructuring
effects in 2021.
NOTE 9: TAXES
This year’s tax expense consists of:
NOK million
2021
2020
Tax payable
0.1
1.1
Adjustments from previous year
5.4
2.0
Change in deferred tax
-
903.7
Income tax expense
5.5
906.8
Reconciliation from nominal to effective tax rate:
NOK million
2021
2020
Profit before tax
1,876.0
(22,133.0)
Expected tax expense (income) using nominal tax rate (22%)
412.7
(4,869.3)
Tax effect of the following items:
Non-deductible expenses/income
(374.0)
(617.9)
Adjustments from previous year
5.5
720.4
Tax rate outside Norway other than 22%
756.5
1,131.7
Deferred tax asset not recognized/derecognized
(740.0)
4,593.1
Other items
(55.0)
(51.3)
Tax expense
5.5
906.8
Effective tax rate
0.3 %
-4.1 %
The following table details net deferred tax liabilities (assets) at year end:
NOK million
2021
2020
Intangible assets
(522.3)
(833.6)
Tangible assets
(3.3)
350.4
Inventories
-
(14.7)
Receivables
(5.9)
(159.2)
Deferred gains/losses
572.4
1,225.6
Other accruals
(37.8)
219.4
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 42
Pensions
(45.4)
(50.1)
Other temporary differences
(430.5)
(271.2)
Loss carried forward
(3,154.1)
(5,873.8)
Not recognized deferred tax
1,796.4
4,091.1
Net deferred tax liabilities (assets)
(1.830.5)
(1,316.2)
Recognized as deferred tax assets
(1,890.4)
(1,966.2)
Recognized as deferred tax liabilities
59.9
650
Net deferred tax liabilities (assets)
(1,830.5)
(1,316.2)
Loss carried forward per country
NOK million
2021
2020
Norway
(2,484.6)
(3,733.8)
Ireland
(651.1)
(1,728.5)
Other
(19.3)
(411.4)
Total
(3,154.1)
(5,873.8)
Deferred tax assets are based on unused tax loss carryforwards and temporary differences
in assets and liabilities. The Group’s deferred tax assets, and in particular the Group’s
unused tax losses, are substantial both in nominal terms and in relation to total equity.
Deferred tax assets stemming from losses carried forward are mainly related to the
discontinued long-haul operations and COVID-19 pandemic. Unused tax losses are
recognized to the extent that taxable profits are probable. Significant management
judgement is required to determine the amounts of deferred tax assets that can be
recognized, based on the anticipated timing and level of future taxable profits together with
future tax planning strategies. In situations where Group Companies have experienced
recent losses, the Group will evaluate whether there are convincing other evidence
supporting taxable profits and the future utilization of its carryforward losses.
Convincing other evidence is considered for recognition of the deferred tax assets. The
future operations with focus on short haul markets and routes that has been profitable in
the past, supports that there are convincing evidence that carry forward losses will be
reversed with the revised business model. Carryforward losses within Norwegian tax
jurisdiction, do not expire. Not recognized deferred tax asset of NOK 1,796.4 million includes
valuation allowance for losses carried forward in Ireland with NOK 484.4 million.
Adjustments from previous years consists of differences in deferred tax positions between
the Group reporting last year and each company’s tax reporting finalized later in 2021.
Deferred tax liabilities and deferred tax assets are presented net to the extent that there is
a legal right to settle current tax amounts on a net basis and the deferred tax amounts are
levied by the same taxing authority.
NOK million
2021
2020
Recognized at 1 January
(1,316.2)
(2,131.8)
Charged/credited to the income statement
-
903.7
Adjustment from previous year
-
(10.9)
Charged directly to equity
-
(12.0)
Disposal of tax positions - sale of subsidiary
508.4
0.5
Translation differences
5.9
(65.7)
Recognized at 31 December
(1,830.5)
(1,316.2)
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 43
NOTE 10: INTANGIBLE ASSETS
NOK million
Software
Goodwill
Other intangible assets
Total
Acquisition costs 1 January 2020
533.2
94.0
53.8
680.9
Additions
17.7
-
-
17.7
Translation difference acquisition cost
-
10.2
-
10.2
Acquisition cost 31 December 2020
550.8
104.2
53.8
708.8
Acquisition costs 1 January 2021
550.8
104.2
53.8
708.8
Additions
8.7
-
-
8.7
Translation difference acquisition cost
-
(10.2)
-
(10.2)
Acquisition costs 31 December 2021
559.5
94.0
53.8
707.3
Accumulated amortization 1 January 2020
482.8
-
-
482.8
Amortization
25.1
-
-
25.1
Accumulated amortization 31 December 2020
507.9
-
-
507.9
Accumulated amortization 1 January 2021
507.9
-
-
507.9
Amortization
19.2
-
-
19.2
Accumulated amortization 31 December 2021
527.1
-
-
527.1
Book value at 31 December 2020
43.0
104.2
53.8
200.9
Book value at 31 December 2021
32.4
94.0
53.8
180.2
Useful life
3-5 years
Indefinite
Indefinite
Amortization plan
Straight-line
None
None
Capitalized software is related to external consulting fees for the development of
Norwegian's own systems for bookings and ticket-less travels, various sales portals, back
office and maintenance system. These costs are amortized over their estimated useful
lives (three to five years).
Other intangible assets and goodwill are related to the purchase of FlyNordic in Sweden
July 2007 and purchase of slots at London Gatwick airport in 2017. Other intangible assets
from business combinations consist of estimated fair value of Brand name, charter
operations, slots and the Air Operating Certificate. Other intangible assets also consist of
intellectual property rights that are related to purchases of internet domains. The Group
has developed international web portals in major markets.
In 2021, the Group sold slots at London Gatwick Airport which did not have an acquisition
value for the Group. Goodwill, slots, and intellectual property rights are determined to
have indefinite useful lives and are not amortized. Slots and intellectual property rights do
not expire over time, as long as the Management has the intention to continue using the
assets. For impairment testing, please refer Note 11.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 44
NOTE 11: TANGIBLE ASSETS
NOK million
Buildings
Aircraft, parts and
installations on
leased aircraft
Prepayment
on aircraft
orders
Equipment
and fixtures
Total
Acquisition cost 1 January 2020
294.8
33,748.8
4,946.6
586.9
39,577.1
Additions
-
-
-
15.8
15.8
Additions cap interest
-
-
169.9
-
169.9
Translation difference acquisition cost
-
597.2
(150.1)
-
447.1
Reclassification to disposal group
-
(17,879.0)
(4,769.4)
-
(22,648.4)
Disposals
(5.4)
(4,104.1)
(197.0)
-
(4,306.5)
Acquisition costs 31 December 2020
289.3
12,362.9
-
602.7
13,255.0
Acquisition costs 1 January 2021
289.3
12,362.9
-
602.7
13,255.0
Additions
-
5.6
-
15.0
20.7
Translation difference acquisition cost
-
(802.2)
-
-
(802.2)
Disposals
-
(9,136.6)
-
(29.5)
(9,166.1)
Acquisition costs 31 December 2021
289.3
2,429.8
-
588.2
3,307.4
Accumulated depreciation 1 January 2020
31.1
6,356.8
-
389.0
6,776.9
Depreciation
5.8
1,296.1
-
50.5
1,352.4
Depreciation disposals
-
(1,333.3)
-
-
(1,333.3)
Foreign currency translation
-
(86.4)
-
-
(86.4)
Accumulated depreciation 31 December 2020
36.9
6,233.2
-
439.5
6,709.5
Accumulated depreciation 1 January 2021
36.9
6,233.2
-
439.5
6,709.5
Depreciation
5.7
212.7
-
26.8
245.1
Depreciation disposals
-
(5,045.8)
-
(13.6)
(5,059.4)
Foreign currency translation
-
9.0
-
-
9.0
Accumulated depreciation 31 December 2021
42.6
1,409.1
-
452.6
1,904.2
Book value 31 December 2020
252.4
6,129.4
-
163.2
6,545.2
Book value 31 December 2021
246.7
1,020.7
-
135.6
1,403.0
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 45
Aircraft
At 31 December 2021, the Group had a total fleet of four owned (2020: 55).
The Group redelivered 26 owned Boeing 737-800 (2020: sold 10), 14 owned Boeing 737 MAX
8 (2020: 0), three owned Boeing 787-8 (2020: 0) and eight owned Boeing 787-9 (2020: 0)
during 2021.
The residual value is NOK 221 million (2020: NOK 3,886 million) in total for all owned aircraft
and deducted from the depreciable amount of the body of the aircraft. To determine the
residual value, the Group has a process of internal assessment along with the use of an
external and independent appraiser providing estimates on future value based on aircraft
type and year of build. The economic life expectancy of the body of the aircraft is 25 years
and the economic life of the owned aircraft is 25 years less the age of the aircraft at time of
purchase.
Aircraft are owned by companies with USD as functional currency. The values presented in
NOK in the consolidated statement of financial position, include effects from currency
translation.
Installations on leased aircraft
The installations on the leased aircraft include cabin interior modifications and other
improvements to the aircraft after lease commencement. The capitalized value is
depreciated over the remainder of the aircraft lease, which is between 2-9 years. Linear
depreciation is applied, and residual value is NOK 0.
Spare parts
Spare parts consist of rotable parts for the aircraft and are depreciated over their useful
life. The useful life of spare parts ranges between 5-8 years. Straight-line depreciation is
applied, and 25 percent of the acquisition cost is calculated as residual value.
Buildings
Buildings consist mainly of a hangar at Gardermoen airport. It was constructed in 2014. The
hangar is estimated to have a useful life of 50 years and is depreciated linear over useful
economic life. Residual value is NOK 0.
Equipment and fixtures
Equipment and fixtures consist of IT hardware, purchased software, vehicles and other
equipment.
Impairment test of tangible and intangible assets
The Group reviews assets for impairment testing at each reporting date and whenever there
are indications of impairment. The effects of the COVID-19 virus outbreak on the airline
industry and the Group's level of operation are considered a triggering event, and an
impairment testing has been performed for the Group's non-current assets.
The CGU is tested for recoverable amount of the CGU’s assets based on value in use, with
expected future cash flows in accordance with the Group's current management approved
business plans for the upcoming four years. Cash flows beyond the forecast period have
been projected in accordance with management's long-term growth assumptions. The
impairment test is consistent with the one used previous periods, but with business plans
adjusted and adapted to the current market situation. The impairment test carried out does
not result in any impairment of the CGU’s intangible or tangible assets.
Key assumptions used in the calculation are growth rates, operating costs, terminal value
and discount rate. Cash flows beyond the four-year period are extrapolated with a long-
term growth rate. Estimated cash flows and discount rate are after tax.
Discount rate
The cash flows are discounted using the expected long-term weighted average cost of
capital (WACC). The applied after-tax discount rate is 8.75 percent (2020: 7.3 percent). The
cost of the Group’s debt and equity capital, weighted accordingly to reflect its capital
structure, gives the Group’s weighted average cost of capital. The WACC rates which are
used to discount future cash flows are based on market risk free interest rates adjusted for
inflation differentials and include the debt premium, market risk premium, gearing
corporate tax rate and asset beta. An increase of the discount rate of five percentage point
will not result in impairment of the CGU’s intangible or tangible assets.
Growth rates
The basis for calculating future growth rate is in accordance with the Group's current
management approved business plans for the upcoming four years.
Operating costs
The operating costs are calculated based in accordance with the Group's current
management approved business plans for the upcoming four years.
Terminal value
A growth rate of 0 percent is used in calculating cash flow beyond the four-year period.
Sensitivity
On 31 December 2021, the Group’s value in use was significantly higher than the carrying
amount of its non-current assets. A sensitivity analysis has been performed, to determine if
a reasonable change in key assumptions would cause the carrying amount to exceed the
recoverable amount. A reduction in the estimated revenue by five percent, an increase in
the operating cost five percent or an increase in WACC after tax by five percentage point
would not lead to an impairment loss of the fleet CGU.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 46
2020 Impairment test of assets and related liabilities in the disposal group and other assets
The net fair value of the disposal group assets including liabilities was estimated to be zero
less cost to sell. Resulting in an impairment of NOK 8,695 million. A further impairment of
NOK 4,121 million was recognized in 2020 related to pre-delivery payments on terminated
aircraft purchase agreements.
Specification impairment and disposal group
Impairment asset held for sale
NOK million
2020
Impairment assets included in disposal group
8,694.6
Impairment prepayments to aircraft manufacturers
4,121.1
Total
12,815.7
Specification of assets included in disposal group
NOK million
2020
Aircraft, parts and installations on leased aircraft
17,879.0
Right-of-use aircraft, parts and installations
20,142.2
Other receivables
851.4
Assets held for sale
199.1
Total assets in disposal group before impairment
39,071.7
Impairment
(8,694.6)
Total assets included in disposal group 31.12
30,377.1
Specification of liabilities included in disposal group
NOK million
2020
Borrowing
15,661.2
Lease liabilities
15,106.6
Total liabilities included in disposal group 31.12
30,767.8
Specification of prepayments to aircraft manufacturers
NOK million
2020
Prepayment to aircraft manufacturers
4,121.1
Impairment
(4,121,1)
Total prepayments to aircraft manufacturers 31.12
-
NOTE 12: LEASES
NOK million
Right-of-use
aircraft, parts
and installations
Right-of-
use
buildings
Right-of-use
equipment
Total
right-of-use
assets
Acquisition cost 1 January 2020
37,831.3
337.7
50.5
38,219.5
Additions
29,826.8
-
-
29,826.8
Additions cap interest
-
-
-
-
Translation difference acquisition cost
(440.9)
(0.4)
1.7
(439.6)
Reclassification to disposal group
(20,144.8)
-
-
(20,144.8)
Terminations
(41,413.5)
(40.5)
(52.2)
(41,506.2)
Acquisition costs 31 December 2020
5,658.9
296.8
0.1
5,955.7
Acquisition costs 1 January 2021
5,658.9
296.8
0.1
5,955.7
Additions
5,575.0
42.5
-
5,617.5
Translation difference acquisition cost
561.8
(12.1)
-
549.6
Terminations
(5,658.9)
(10.1)
(0.1)
(5,669.1)
Acquisition costs 31 December 2021
6,136.7
317.1
-
6,453.7
Accumulated depreciation 1 January 2020
4,586.0
40.4
14.8
4,641.2
Depreciation
4,761.2
40.8
7.8
4,809.8
Depreciation terminations
(6,286.2)
(0.9)
(23.7)
(6,310.8)
Foreign currency translation
(193.3)
0.1
1.2
(192.0)
Accumulated depreciation 31 December
2020
2,867.6
80.4
0.1
2,948.2
Accumulated depreciation 1 January 2021
2,867.6
80.4
0.1
2,948.2
Depreciation
832.0
37.1
-
839.1
Depreciation terminations
(2,867.6)
-
(0.1)
(2,867.7)
Foreign currency translation
152.1
(12.4)
-
139.7
Accumulated depreciation 31 December
2021
984.1
105.1
-
1,089.4
Book value 31 December 2020
2,791.4
216.6
-
3,008.0
Book value 31 December 2021
5,152.6
212.0
-
5,364.6
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 47
At the end of 2021, the Group leases 55 (2020: 76) aircraft. The lease agreements on the
Boeing 737 aircraft last between two and nine years from the date of agreement. There are
no options to extend the aircraft lease agreements.
In connection with the Examinership and Reconstruction processes initiated in 2020, the
Group terminated all its aircraft leasing contracts in 2021. 31 aircraft were kept on the fleet
under renegotiated lease terms. 16 aircraft previously owned by the Group were abandoned
and subsequently leased back into the Group.
The Group cannot readily determine the interest rate implicit in the leases entered into in
2021. In the recognition of the new leases in 2021, the Group uses its incremental borrowing
rate (IBR) to measure its lease liabilities. The IBR is the rate of interest that the Group would
have to pay to borrow over a similar term, and with a similar security, the funds necessary
to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment. The Group estimates the IBR using observable inputs, such as market interest
rates, when available and is required to make certain entity-specific estimates. The
weighted average IBR applied in discounting future lease payments for lease agreements
entered into in 2021 is 5.39 percent.
All new aircraft lease agreements entered into in 2021 contain a “Power-by-the-hour”
clause (“PBH” or “PBH-clause”). These clauses contain a fixed minimum lease payment
between zero and 25 percent of the agreed monthly lease rates and a variable rate (“PBH”)
from the lease start date until 31 March 2022. In addition, eight aircraft leases entered into
in 2021 contain PBH-clause for the period from 1 November 2022 until 31 March 2023.
During these periods, the Group pays the fixed minimum lease payment and a variable rate
per block hour operated on the leased aircraft, with a maximum total lease rate not
exceeding the agreed monthly lease rates. To avoid preferential treatment of certain lessors,
the aircraft lease agreements include a pooling clause which allocates 50 percent of the
monthly flight hours divided by the number of leased aircraft to each aircraft lessor. The
remaining 50 percent of the monthly PBH payments per lease contract are based on the
actual flight hours of the respective aircraft.
Lease liabilities are recognized based on the fixed minimum lease payments. Outside of the
PBH-periods, the minimum lease payments are equal to the contractually agreed lease rates.
Lease payments during the PBH-period which exceed the fixed minimum lease payments,
are recognized as variable lease payments and expensed when they occur and presented
under “Aircraft lease, depreciation and amortization” in the consolidated income
statement. Variable PBH lease payments for aircraft leases in 2021 amounted to NOK 136.5
million (2020: zero).
The Group realized losses from 16 sale-leaseback transactions of NOK 163.4 million in 2021
(2020: NOK 125.9 million), presented as restructuring effect in “Other financial income
(expense)”. For the aircraft on sale-leaseback, expected variable lease payments during the
PBH-period are included in the measurement of the lease liability and treated as down-
payments on the respective lease liabilities.
Lease liabilities
NOK million
2021
2020
Opening balance
3,351.1
34,274.3
Additions
4,937.7
21,866.1
Terminations
(3,116.4)
(25,725.7)
Conversion to equity
-
(10,105.1)
Reclassification to disposal group
-
(15,106.6)
Accrued interest expense
226.8
1,472.4
Interest paid
(226.8)
(1,472.4)
Payment of lease liabilities
(52.1)
(878.8)
Currency differences
92.6
(973.2)
Lease liabilities 31 December
5,212.7
3,351.1
Due within one year – current
777.9
3,165.4
Due after one year – non-current
4,434.8
185.7
Maturity profile of nominal minimum lease payments are presented in Note 2.6.
In 2021, the Group had short-term and/or leases of low-value items for 12 cars and 28
properties in Oslo, Barcelona and Riga, in addition to properties in other bases. The Group
has elected not to recognize right-of-use assets and lease liabilities for these leases.
Instead, the rental payments are expensed when they occur.
The following amounts are recognized in the income statement:
in NOK million
2021
2020
Expenses relating to short-term leases
11.0
13.0
Expenses relating to low-value leases
0.5
0.6
Variable lease payments
183.2
121.3
Total
194.7
134.9
As of 31 December 2021, there are no significant future potential lease payments that are
not included in the lease obligations as a result of extension or purchase options.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 48
NOTE 13: TRADE AND OTHER RECEIVABLES
Specifications of receivables
NOK million
2021
2020
Trade receivables
97.5
597.7
Credit card receivables
1,443.0
1,776.1
Deposits
176.0
306.2
Reimbursements claims maintenance costs
(5.5)
(54.7)
Other claims
146.0
1,526.1
Sum trade and other receivables
1,857.1
4,151.4
Prepaid costs
326.3
512.7
Public duty debt
83.0
(102.1)
Prepayments to employees
6.0
0.3
Prepaid rent
-
78.9
Prepayments
415.3
489.9
Total
2,272.4
4,641.4
Maximum credit risk
1,681.1
3,836.6
Other claims in 2020 included receivables from Boeing of NOK 1,056.9 million related to the
grounding of 737MAX aircraft beginning in March 2019. These claims were crammed down
together with outstanding debt against Boeing in the financial restructuring in 2021.
Due dates, nominal value of receivables
NOK million
2021
2020
Within one year
2,180.2
4,614.2
After one year
119.9
63.0
Total
2,300.1
4,677.2
Fair value of trade and other receivables
NOK million
2021
2020
Due within one year
2,152.9
4,578.8
After one year *)
119.5
62.6
Total
2,272.4
4,641.4
*) Discount rate 2.5 percent (2020: 2.5 percent).
Provision for bad debt
NOK million
2021
2020
Balance 1 January
35.4
17.0
Receivables written of during the year
(16.0)
(22.5)
Increase in provisions
17.5
40.9
Unused amounts reversed
(9.6)
-
Balance 31 December
27.3
35.4
Overdue trade receivable
NOK million
2021
2020
Overdue less than 1 month
202.5
33.5
Overdue 1-2 months
7.2
28.7
Overdue 2-3 months
40.3
(0.8)
Overdue over 3 months
85.2
212.7
Total
335.2
274.1
Provisions for bad debt relates to trade receivables. The provisions for bad debts on trade
receivables relate to overdue trade receivables that are not impaired at 31 December.
Impairment losses on trade receivables and other receivables are presented as net
impairment losses included in the line item “other operating expenses”. Subsequent
recoveries of amounts previously written off are credited against the same line item.
Non-interest-bearing deposits are measured at amortized cost in the statement of financial
position. Deposits denominated in foreign currencies are converted using the prevailing
exchange rates on the reporting date.
NOTE 14: INVENTORY
NOK million
2021
2020
Consumables
16.3
64.1
Total
16.3
64.1
Charges for obsolete parts in 2021 were NOK 131 million (2020: NOK 114.3 million).
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 49
NOTE 15: EQUITY AND SHAREHOLDER INFORMATION
Shares and share issues:
NOK million
Number of ordinary
shares
Share capital
Share Premium
Total
1 January 2020
163,558,377
16.4
6,664.0
6,680.3
Share issue 20.05.2020
2,906,066,430
290.6
9,536.0
9,826.6
Share issue 10.06.2020
47,819,487
4.8
173.6
178.4
Share issue 17.06.2020
108,938,080
10.9
326.0
336.9
Share issue 26.06.2020
40,164,731
4.0
111.7
115.7
Share issue 02.07.2020
4,569,611
0.5
17.0
17.5
Share issue 20.07.2020
6,280,732
0.6
22.8
23.4
Share issue 21.07.2020
289,664,273
29.0
817.5
846.5
Share issue 03.08.2020
571,201
0.1
2.0
2.1
Share issue 06.08.2020
55,070,783
5.5
105.2
110.7
Share issue 07.08.2020
6,183,077
0.6
10.8
11.4
Share issue 18.08.2020
4,775,564
0.5
6.1
6.6
Share issue 03.09.2020
6,046,802
0.6
22.3
22.9
Share issue 23.10.2020
56,314,248
5.6
29.8
35.4
Share issue 05.11.2020
4,555,868
0.5
14.1
14.6
Share issue 08.12.2020
18,778,583
1.9
5.7
7.6
Share issue 11.12.2020
253,970,846
25.4
934.6
960.0
Share issue 15.12.2020
7
-
-
-
Reverse split 18.12.2020
(3,933,595,413)
-
-
-
Share issue 23.12.2020
16,079
0.2
5.9
6.1
31 December 2020
39,749,366
397.7
18,805.1
19,202.7
NOK million
Number of
ordinary shares
Share
capital
Share Premium
Total
1 January 2021
39,749,366
397.7
18,805.1
19,202.7
Capital reduction 19.02.2021
(393.5)
-
(393.5)
Share issue 22.02.2021
485,054
0.0
41.0
41.0
Share issue 19.03.2021
135,875
0.0
51.3
51.4
Share issue 30.03.2021
113,108
0.0
42.7
42.8
Share issue 03.05.2021
1,569,069
0.2
592.5
592.7
Share issue 25.05.2021
256,696
0.0
72.8
72.8
Share issue 26.05.2021
658,945,686
65.9
4,059.1
4,125.0
Share issue 11.06.2021
4,474,787
0.4
40.9
41.3
Share issue 25.06.2021
1,605,727
0.2
14.7
14.8
Share issue 27.07.2021
94,961,294
9.5
812.0
821.5
Share issue 09.09.2021
125,038,910
12.5
1,069.0
1,081.5
Share issue 03.11.2021
292,439
0.0
2.7
2.7
Share issue 01.12.2021
890,485
0.1
8.1
8.2
Transaction costs
-
-
(187.6)
(187.6)
31 December 2021
928,518,496
92.9
25,424.3
25,517.2
All issued shares are fully paid with a par value of 0.1 NOK per share (2020: 0.1 NOK per
share). There is only one category of shares, and all shares have equal rights. For information
about employee share options, see Note 17.
The completion of the capital reduction, initiated by the extraordinary general meeting held
17 December 2020, was subject to a creditor notice period of six weeks. The creditor notice
period expired on 28 January 2021 without any objections from creditors being raised. The
share capital reduction was registered as completed with the Norwegian Registry of
Business Enterprises 19 February 2021.
On 22 February 2021, the Company announced conversion notices from bondholders
representing USD 1.8 million of USD Perpetual Bonds and USD 17.7 million of Future
Maintenance Bonds, with the issue of 485,054 new shares.
On 19 March 2021, the Company announced conversion notices from bondholders
representing USD 5.5 million of USD Perpetual Bonds, with the issue of 135,875 new shares.
On 30 March 2021, the Company announced conversion notices from bondholders
representing EUR 0.5 million of EUR Perpetuals Bonds and USD 4.1 million of USD Perpetuals
Bonds, with the issue of 113,108 new shares.
On 3 May 2021, the Company announced conversion notices from bondholders representing
USD 46 thousand of USD Convertible Bonds and USD 63.1 million of USD Perpetuals Bonds,
with the issue of 1,569,069 new shares.
On 25 May 2021, the Company announced conversion notices from bondholders
representing USD 0.2 million of USD Convertible Bonds and EUR 0.8 million of EUR
Perpetuals Bonds, with the issue of 256,696 new shares.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 50
On 26 May 2021, the Company announced that the shares from the capital raise, raising
gross proceeds of approximately NOK 4,125 million by issuing 658,945,686 new shares, had
been registered in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret).
On 11 June 2021, the Company announced conversion notices from bondholders
representing NOK 42 million Early Conversion Bonds, with the issue of 4,474,787 new shares.
On 25 June 2021, the Company announced conversion notices from bondholders
representing NOK 15 million Early Conversion Bonds, with the issue of 1,605,727 new shares.
On 27 July 2021, the Company announced that Dividend Claims in an amount of NOK 821.9
million have been converted to 94,961,294 new shares.
On 9 September 2021, the Company announced that No-Sale Dividend Claims in an amount
of NOK 1,081.9 million have been converted to 125,038,910 new shares.
On 3 November 2021, the Company announced conversion notices from bondholders
representing NOK 2.7 million Early Conversion Bonds, with the issue of 292,439 new shares.
On 1 December 2021, the Company announced conversion notices from bondholders
representing NOK 8.3 million Early Conversion Bonds, with the issue of 890,485 new shares.
All transactions resulted in a total of 928,518,496 shares as of 31 December 2021.
Description of items booked directly on shareholder’s equity:
Other comprehensive income
Net NOK 147.1 million has been booked as exchange rate differences under comprehensive
income in 2021 (2020: NOK -979.4 million). The exchange differences arise from translating
the subsidiaries from functional currency to presentation currency and from disposal of
foreign operations. In addition, the Company’s share of other comprehensive income in
associated companies during 2021 amount to zero (2020: NOK 2.0 million).
Actuarial gains and losses
During 2021, NOK 14.1 million in actuarial loss arising from defined benefit pension plans was
booked directly to equity (2020: NOK -42 million).
Share option plan
Upon appointment as CEO 21 June 2021, Geir Karlsen was awarded 1,000,000 options with
¼ of the options vest on 21 June 2022, ¼ vest on 21 June 2023, ¼ vest on 21 June 2024, and
¼ vest on 21 June 2025. Options expire 4 years after the vesting date and the strike price is
NOK 10.10.
In 2020 no stock option program was offered.
2018 and 2019 programs are adjusted for the reverse share split. Strike price is multiplied
by 100 and the number of outstanding options is divided by 100.
On 7 May 2019 the Annual General Meeting of Norwegian Air Shuttle ASA adopted a share
option program limited to 12,000 share options. 12,000 options under this program were
granted to 10 executives in May 2019. Options may be exercised at the earliest in 2022, and
any remaining options in 2026 at the latest. The exercise price is NOK 4,300, which was the
average price of the NAS share on trading days the first 10 calendar days after presentation
of Norwegian’s 1st quarter 2019 financial results, plus 15%. On 20 November 2019 6,000
additional options were granted to 2 executives. On 31.12.2021 there were 12,500
outstanding share options under this plan.
On 8 May 2018 the Annual General Meeting of Norwegian Air Shuttle ASA adopted a share
option program limited to 4,000 share options. 3,800 options under this program were
granted to 11 executives in September 2018. Options may be exercised at the earliest in 2021,
and any remaining options in 2025 at the latest. The exercise price was NOK 27,800, which
was the average price of the NAS share on trading days the first 10 calendar days after
presentation of Norwegian’s 2nd quarter 2018 financial results, plus 15%. To maintain the
incentive of the plan, the Board approved an adjustment to the strike price from NOK
27,800.00 to NOK 4,300.00 on 24 September 2019. On 31.12.2021 there were 1,000
outstanding share options with strike price NOK 4,300.00 and 800 outstanding share
options with strike price NOK 27,800.00.
Total share option expense in 2021 amounted to NOK 12.6 million (2020: NOK 6.0 million).
See Note 17 for further details.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 51
The largest shareholders at 31 December 2021 were:
Shares
Ownership
Voting rights
Geveran Trading Company, Ltd.
134,123,801
14.4%
14.4%
Sundt AS
124,003,198
13.4%
13.4%
Folketrygdfondet
60,165,405
6.5%
6.5%
DNB Asset Management AS
59,068,682
6.4%
6.4%
Davy Stockbrokers
31,840,332
3.4%
3.4%
Keskinäinen eläkevakuutusyhtiö Varma
27,500,000
3.0%
3.0%
Nordnet Bank AB.
26,773,193
2.9%
2.9%
Silver Point Capital, L.P.
26,489,130
2.9%
2.9%
Centerbridge Partners, L.P.
22,480,439
2.4%
2.4%
Avanza Bank AB
22,176,441
2.4%
2.4%
Contrarian Capital Management, LLC
18,304,923
2.0%
2.0%
Handelsbanken Asset Management
17,861,186
1.9%
1.9%
Ludvig Lorentzen AS
11,249,305
1.2%
1.2%
Nordea Funds Oy
11,161,001
1.2%
1.2%
KLP Forsikring
10,288,769
1.1%
1.1%
Brumm AS
10,000,942
1.1%
1.1%
Swedbank AB
9,657,707
1.0%
1.0%
Arctic Fund Management AS
8,723,966
0.9%
0.9%
BofA Global Research (UK)
7,423,879
0.8%
0.8%
Citibank N.A. Private Bank
6,698,455
0.7%
0.7%
Other
282,527,742
30.4%
30.4%
Total number of shares
928,518,496
100.0 %
100.0 %
The largest shareholders at 31 December 2020 were:
Shares
Ownership
Voting rights
Avanza Bank AB
5,791,956
14.6 %
14.6 %
Nordnet Bank AB
3,340,991
8.4 %
8.4 %
MG Aviation Limited
3,257,450
8.2 %
8.2 %
BOC Aviation Limited
1,821,223
4.6 %
4.6 %
AerCap Holdings N.V.
1,778,931
4.5 %
4.5 %
Swedbank AB
1,593,824
4.0 %
4.0 %
DP Aircraft Ireland Limited
1,541,897
3.9 %
3.9 %
OSM Aviation Group
1,430,958
3.6 %
3.6 %
DNB Markets
1,258,167
3.2 %
3.2 %
Svenska Handelsbanken AB
737,115
1.9 %
1.9 %
Interactive Brokers, L.L.C.
736,454
1.9 %
1.9 %
Instinet Europe Limited, meglerkonto innland
659,003
1.7 %
1.7 %
Chatsworth Aviation Ltd.
562,625
1.4 %
1.4 %
PFA Pension Forsikringsaktieselskab
541,018
1.4 %
1.3 %
BofA Global Research (UK)
513,684
1.3 %
1.2 %
Saxo Bank A/S
481,564
1.2 %
0.9 %
Nordea Bank AB (publ)
353,864
0.9 %
0.7 %
Nykredit Bank AS
278,047
0.7 %
0.7 %
Handelsbanken Asset Management
257,528
0.6 %
0.6 %
LGT Bank Ltd.
237,944
0.6 %
0.6 %
Other
12,575,123
31.6 %
31.6 %
Total number of shares
39,749,366
100.0 %
100.0 %
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 52
Shares directly or indirectly held by members of the Boards of Directors, Chief Executive Officer and Executive Management at 31 December 2021:
Name
Title
Shares
1)
Svein Harald Øygard
Chair
1,534,281
Lars Boilesen
Board Member
568,424
Ingrid Leisner
Board Member
12,927
Sondre Gravir
Board Member
33,052
Chris Browne
Board Member
9,502
Geir Olav Øien
Board Member - Employee representative
-
Katrine Gundersen
Board Member - Employee representative
-
Eric Holm
Board Member - Employee representative
1,011
Geir Karlsen
Chief Executive Officer
651,478
Magnus Thome Maursund
Executive Vice President Network, Pricing & Optimisation
888
Christoffer Sundby
Executive Vice President Marketing, Sales & Customer Care
335,943
Guro H. Poulsen
Executive Vice President People
236,808
Anne-Sissel Skånvik
Executive Vice President Communications and Public Affairs
50,095
Knut Olav Irgens Høeg
Executive Vice President IT & Business Services
239,846
Tor-Arne Fosser
2)
Executive Vice President Products & Digital Development
95,847
Adrian Dunne
Executive Vice President Operations
243,019
1) Including shares held by related parties.
2) Left the Executive management Group in April 2022
Options directly held by the Chief Executive Officer and members of Executive Management:
Issued in
2018
2019
2021
Strike price (NOK)
4,300
4,300
10.10
Name
Title
Expiry
2025
2026
2026-2029
Total
Jacob Schram
Chief Executive Officer
(until 21.06.2021)
3,000
3,000
Geir Karlsen
Chief Executive Officer
500
4,500
1,000,000
1,005,000
Anne-Sissel Skånvik
Communications and Public Affairs
200
500
700
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 53
Specification of other reserves
NOK million
OCI
associated
companies
Translation
differences
Total
1 January 2020
(1.9)
1,087.4
1,085.6
Translation differences
-
(979.4)
(979.4)
Share of other comprehensive income of associated
companies
2.0
-
2.0
Transactions with non-controlling interest
-
4.6
4.6
31 December 2020
0.1
112.7
112.8
Translation differences
-
147.1
147.1
31 December 2021
0.1
259.8
259.9
See also consolidated statement of changes in equity for overview of total changes in equity.
Other paid-in equity
Other paid-in equity amounts to NOK 714.4 million at 31 December 2021 (2020: NOK 155.8
million) and consists of equity effects from the capital decrease from issuing convertible
dividend claims and accumulated stock option expenses.
Perpetual bond
As a part of the restructuring in May 2021, the parent company issued Convertible Perpetual
Bonds for the nominal amount of NOK 1,875 million. There is no maturity or instalments in
the bond agreement. Conversion price is fixed at NOK 9.39 for each share. The bond accrues
Payment-in-Kind (“PIK”) interest with NIBOR plus a margin of 2.5-9.5 percent, increasing
over the life of the bond, but no obligation to make any payments for the accrued interest.
Accrued interest is convertible at similar terms as the principal. The holders of the bonds
can only require repayment as a part of a liquidation and the conversion element is
considered by itself an equity component, hence the whole instrument is considered and
classified as equity.
The equity increase upon initial recognition was NOK 1,875 million less transaction costs.
The nominal amount is considered as fair value at initial recognition.
Nominal amount outstanding at the end of 2021 is NOK 1,808 million. The perpetual bond
has a dilutive effect on diluted earnings per share, see Note 16.
NOTE 16: EARNINGS PER SHARE
Basic earnings per share calculations are based on the weighted average number of common
shares outstanding during the period, while diluted earnings per share calculations are
performed using the average number of common shares and dilutive common shares
equivalents outstanding during each period.
2021
2020
Profit attributable to the owners of the Company (NOK million)
before PIK interest on Perpetual Bond
1,870.5
(23,050.9)
PIK interest on Perpetual Bond
31.8
-
Profit attributable to the owners of the Company after PIK interest
1,838.7
(23,050.9)
Weighted average number of shares outstanding
522,786,820
22,552,180
Weighted average number of shares outstanding after dilution
698,547,559
25,114,751
Basic earnings per share (NOK)
3.52
(1,022.11)
Diluted earnings per share (NOK)*
2.68
(1,022.11)
2021
2020
Number of shares outstanding
928,518,496
39,749,366
Potential shares that might become dilutive in future periods
Stock options
-
15,800
Convertible bond
-
69,377
Perpetual bond
195,801,049
2,477,393
Potential number of shares outstanding after dilution
1,124,319,545
42,311,936
*) Diluted earnings per share is equal to earnings per share in the event of negative earnings per share.
The subscription price for the share issue in May 2021 is considered the best estimate of the
fair value of subscribed shares. Adjustment for bonus shares is therefore not applicable.
Stock options granted to employees is considered dilutive if they are "in the money" after
vesting conditions is considered. None of the outstanding stock options granted to
employees had dilutive effect at the end of 2021. For further details on outstanding stock
options, please refer to Note 17.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 54
NOTE 17: OPTIONS
2021 Program
Upon appointment as CEO 21 June 2021, Geir Karlsen was awarded 1,000,000 options with
¼ of the options vest on 21 June 2022, ¼ vest on 21 June 2023, ¼ vest on 21 June 2024, and
¼ vest on 21 June 2025. Options expire four years after the vesting date and the strike price
is NOK 10.10.
2020 Program
In 2020 no stock option program was offered.
2019 program is adjusted for the reverse share split. Strike price is multiplied by 100 and the
number of outstanding options is divided by 100.
2019 Program
On 7 May 2019 the Annual General Meeting of Norwegian Air Shuttle ASA adopted a share
option program limited to 12,000 share options. 12,000 options under this program were
granted to 10 executives in May 2019. Options may be exercised at the earliest in 2022, and
any remaining options in 2026 at the latest. The exercise price is NOK 4,300, which was the
average price of the NAS share on trading days the first 10 calendar days after presentation
of Norwegian’s 1st quarter 2019 financial results, plus 15%. On 20 November 2019 6,000
additional options were granted to 2 executives.
On 31 December 2021 there were 12,500 outstanding share options under this plan.
2018 Program
On 8 May 2018 the Annual General Meeting of Norwegian Air Shuttle ASA adopted a share
option program limited to 4,000 share options. 3,800 options under this program were
granted to 11 executives in September 2018. Options may be exercised at the earliest in 2021,
and any remaining options in 2025 at the latest. The exercise price was NOK 27,800, which
was the average price of the NAS share on trading days the first 10 calendar days after
presentation of Norwegian’s 2nd quarter 2018 financial results, plus 15%. To maintain the
incentive of the plan, the Board approved an adjustment to the strike price from NOK
27,800.00 to NOK 4,300.00 on 24 September 2019.
On 31 December 2021 there were 1,000 outstanding share options with strike price NOK
4,300.00 and 800 outstanding share options with strike price NOK 27,800.00.
Outstanding options
2021 shares
Average exerc.
price
2020 shares
Average
exerc. price
Outstanding 1 January
15,800
5,489.87
2,130,000
51.83
Granted
1,000,000
10.10
0
0
Forfeited
(1.500)
4,300
(550,000)
43.00
Outstanding 31 December
1,014,300
89.12
1,580,000
54.90
Outstanding 31 December
adjusted for reverse share split
1,014,300
89.12
15,800
5,489.87
Total share option expense in 2021 amounted to NOK 12.6 million (2020: NOK 6.0 million).
Share savings program
Norwegian offers employees hired in a Scandinavian legal entity participation in an employee
share savings plan. The objective of the plan is to align and strengthen employee and
shareholder’s interests and remunerate for long-term commitment and value creation.
Under this plan, Norwegian will match 50% of the individuals’ investment, limited to NOK
6,000 per annum. Provided that the employee contributes NOK 12,000 annually,
Norwegian’s contribution is NOK 6,000. The grant has a one-year vesting period. If shares
are kept for two calendar years, the participants will be allocated bonus shares
proportionate to their purchase. One bonus share will be earned for every tenth share
allocated under this scheme.
The fair value of the bonus shares is measured at the grant date using the Black & Scholes
option-pricing model. The fair value of the bonus shares and the corresponding estimated
social security cost are expensed as personnel costs over the vesting period. Changes in
estimated social security costs are expensed over the remaining vesting period.
Total share savings program expense in 2021 amounted to NOK 1.8 mill (2020: NOK 3.0 mill).
NOTE 18: PENSIONS
The Group operated defined contribution plans in Norway, Denmark, Sweden, Finland,
Ireland, UK, France, Italy, Spain and Latvia, and defined benefit plans in Norway.
Defined contribution plan
The defined contribution plans require that the Group pays premiums to public or private
administrative pension plans on a mandatory, contractual or voluntary basis. The Group has
no further obligations once these premiums are paid. The premiums are accounted for as
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 55
personnel expenses as soon as they are incurred. Pre-paid premiums are accounted for as
an asset to the extent that future benefits can be determined as plausible.
Defined contribution plans comply with local Pension legislation.
Pension expenses on defined contribution plans are NOK 98.8 million in 2021 (2020: NOK
207.6 million).
Defined benefit plan
As per 31 December 2021, 426 employees were active members (2020: 454) and 70 were on
pension retirement (2020: 49). The related pension liability is recognized at NOK 206.2
million (2020: 227.8 million).
The pension plans are in compliance with the Occupational Pensions Act and actuarial
calculations comply with IAS 19.
The mortality and disability estimates are based on up-to-date mortality tables K2013 BE.
Funded
NOK million
2021
2020
Pension expense
Net present value of benefits earned
25.6
25.5
Interest cost on pension liability
3.1
8.4
Return on plan assets
0.0
(4.5)
Administrative expenses
0.2
0.1
Recognized settlement
0
-
Social security tax
4.1
4.2
Net pension expense defined benefit plans
32.9
33.8
Pension expense on defined contribution plans
87.9
185.8
Social security tax
11.0
21.8
Total pension expense
131.8
241.4
Change in present value of defined benefit liability:
Gross pension liability 1 January
443.4
365.9
Current service costs
29.6
29.8
Interest cost
6.6
8.3
Actuarial gains/losses
(13.3)
44.9
Benefits paid
(3.5)
(2.5)
Social security on payments to plan
(4.8)
(3.0)
Gross pension liability 31 December
458.1
443.4
Change in fair value of plan assets:
Fair value of pension assets 1 January
215.6
188.3
Expected return
3.3
4.4
Actuarial gains/losses
0.8
2.9
Contributions paid
38.6
24.3
Benefits paid
(1.7)
(1.4)
Social security on payments to plan
(4.8)
(3.0)
Fair value of plan assets 31 December
251.9
215.6
Net pension liability
206.2
227.8
Net recognized pension liability 31 December
206.2
227.8
2021
2020
Actual return on pension funds
4.00 %
1.70 %
Expected contribution to be paid next year
43.7
27.3
The net pension liability was based on several assumptions. The discount rate was based on
covered bonds, with adjustments for duration. The pension liability's average duration was
20 years. Wage adjustments, pension adjustments and the expected increase in state
pensions were based on historical observations for the Group, and an expected long-term
inflation rate of 1.75 percent.
2021
2020
Discount rate
1.90 %
1.50 %
Expected return on pension funds
0-1.90 %
0-1.50 %
Wage adjustments
2.75 %
2.00 %
Increase of social security base amount (G)
2.50 %
1.75-2.00 %
Future pension increase
0.00 %
0.00 %
Average turnover
0-8.00 %
0.5-8.00%
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 56
The Group’s pension fund was invested in the following instruments (at 30 September 2020
and 2021):
2021
2020
Equity
9.7 %
7.2 %
Bonds
19.6 %
20.4 %
Money market funds
10.6 %
10.6 %
Hold-to maturity bonds
26.7 %
30.8 %
Real estate
13.6 %
13.6 %
Various
19.8 %
17.4 %
Historical information
NOK million
2021
2020
2019
2018
2017
Present value of defined benefit obligation
458.1
443.4
365.9
293.1
267.6
Fair value of plan assets
251.9
215.6
188.3
146.6
118.0
Deficit/(surplus) in the plan
206.2
227.8
177.6
146.5
149.7
Experience adjustments on plan liabilities
(13.3)
44.9
44.3
(1.9)
44.0
Experience adjustments on plan assets
0.8
2.9
2.0
0.6
1.0
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 57
NOTE 19: PROVISIONS AND OTHER LONG-TERM LIABILITIES
Periodic maintenance on leased aircraft
NOK million
2021
2020
Opening balance
2,501.7
3,924.1
Provisions charged to the income statement
523.2
1,235,5
Maintenance services performed and invoices received
(74.5)
(1,494.8)
Restructuring effects
(1,720.4)
-
Other items
(293.1)
(1,163.1)
Closing balance
937.0
2,501.7
Classified as current liabilities
131.7
902.9
Classified as non-current provision
805.3
1,598.8
For aircraft held under lease agreements, Norwegian is contractually committed to either
return the aircraft in a certain condition or to compensate the lessor based on the actual
condition of the airframe, engines, and life-limited parts upon return. In addition, during
the lease term the Group is obliged to follow the maintenance program as defined by the
aircraft manufacturers. In order to fulfil the conditions of the lease and maintenance
obligations, in the form of major airframe overhaul, engine maintenance checks, and
restitution of major life-limited parts, the Group is required to perform these obligations
during the period of the lease and upon return of the aircraft to the lessor. The estimated
maintenance costs are accrued and charged to profit or loss over the lease term for this
contractual obligation, based on the estimated current cost of the major airframe overhaul,
engine maintenance checks and restitution of major life-limited parts, calculated by either
reference to the number of hours flown or cycles operated since last maintenance event or
since the aircraft was new, or the age of the aircraft.
The estimated costs of overhauls and maintenance are based on the Group’s maintenance
program, the Group’s and industry experience, and contractual and catalog prices. Changes
in estimated maintenance event costs over time are charged to the income statement as
incurred with reference to number of hours flown or cycles operated during the period
since the last maintenance event or since the aircraft was new. Additional provisions are
also set to meet specific redelivery conditions if these are deemed to be other or higher
than the estimated maintenance costs. The Group’s aircraft leases are typically between two
and nine years in length, and several of the maintenance events will occur within the leasing
period.
For some of the leases, the Group is invoiced by the lessor for Maintenance Reserve
Contribution (MRC), which is reclaimable at time of actual maintenance event, or forfeited
if the maintenance event occurs after leasing period ends. Paid and unclaimed MRC is offset
against the accumulated accrual balances in the Statement of Financial Position. For these
lease contracts, the accrual and charge to the income statement is based on the larger of
the Maintenance Reserve Contribution and the estimated maintenance cost. In the case of
lease extension, estimates on maintenance costs will be revised.
Parts of the periodic maintenance will be conducted in 2022, and NOK 131.7 million is
classified as a current liability for periodic maintenance (2020: NOK 902.9 million). The
current part of periodic maintenance is estimated based on the planned maintenance in
2022. Other items in the table above consist of currency effects, credits received from
service suppliers and other adjustments.
NOTE 20: FINANCIAL INSTRUMENTS
Financial Instruments by category
NOK million
Financial assets at
amortized cost
Financial
assets at fair
value through
profit or loss
Financial
assets at fair
value
through OCI
Total
Assets as per balance sheet
Investments in financial assets
3.7
-
-
3.7
Trade and other receivables *)
1,857.1
-
-
1,857.1
Cash and cash equivalents
7,694.8
-
-
7,694.8
Total 2021
9,555.6
-
-
9,555.6
Assets as per balance sheet
Investments in financial assets
3.7
-
-
3.7
Trade and other receivables *)
4,151.4
-
-
4,151.4
Cash and cash equivalents
2,666.9
-
-
2,666.9
Total 2020
6,822.0
-
-
6,822.0
*) Prepayments not included in trade and other receivables was NOK 415.3 million in 2021 and NOK 489.9
million in 2020.
Investments in financial assets consist of an investment in shares of Norwegian Block
Exchange AS. Changes in the share price of Norwegian Block Exchange AS are not reflected
as a change in fair value in profit or loss due to immateriality of the investment.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 58
NOK million
Financial
liabilities at fair
value through
profit or loss
Financial
liabilities at
amortized cost
Total
Liabilities per balance sheet
Borrowings
-
4,164.6
4,164.6
Lease liabilities
-
5,212.7
5,212.7
Trade and other payables *)
-
1,354.4
1,354.4
Total 2021
-
10,731.7
10,731.7
Borrowings
-
8,769.9
8,769.9
Lease liabilities
-
3,351.1
3,351.1
Liabilities included in disposal group
-
30,767.8
30,767.8
Derivative financial instruments
52.5
-
52.5
Trade and other payables *)
-
7,767.0
7,767.0
Total 2020
52.5
50,655.8
50,708.2
*) Public duties and liabilities from customer loyalty program not included in trade and other payables was NOK
2,428.2 million in 2021 and NOK 2,561.8 million in 2020.
See Note 22 for details related to borrowings.
Credit quality of financial assets
NOK million
2021
2020
Trade receivables
Counterparties with external credit rating
A or better
1,443.0
1,776.1
Counterparties without external credit rating
414.1
2,375.3
Total trade receivables
1,857.1
4,151.4
Cash and cash equivalents
A+ or better
4,672.9
2,646.2
BBB +
3,021.9
20.8
Total cash and cash equivalents
7,694.8
2,666.9
Investments in financial assets
NOK million
2021
2020
1 January
3.7
-
Additions
-
3.7
31 December
3.7
3.7
Current portion
-
-
Derivative financial instruments
2021
2020
NOK million
Assets
Liabilities
Assets
Liabilities
Forward commodities contracts
-
-
-
49.2
Conversion rights
-
-
-
3.2
Total
-
-
-
52.5
Non-current portion:
-
-
-
3.2
Current portion
-
-
-
49.2
Trading derivatives are classified as current or non-current assets or liabilities depending
on the maturity profile and net value of individual forward contracts.
Forward commodities contracts
Forward commodities contracts relate to jet fuel derivatives. The net fair value of the
outstanding forward commodities contracts at 31 December 2021 were NOK 0 (2020:
negative NOK 49.2 million). At 31 December 2021, the Group had not secured any jet fuel
(2020: 18,000 tons) through forward contracts.
Fuel derivatives are categorized as financial assets or financial liabilities at fair value through
profit or loss and are measured at fair value at each reporting date with changes in fair value
recognized as other gains and losses within operating expenses.
NOTE 20A: OTHER LOSSES / (GAINS) – NET
NOK million
2021
2020
Net losses/(gains) on financial assets at fair value through profit or loss
(5.3)
882.9
Foreign exchange losses/(gains) on operating activities
(487.2)
(27.8)
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 59
Losses/(gains) on asset sale
(269.9)
930.0
Restructuring costs
24.9
1,219.5
Total
(737.5)
3,004.7
Net gains of NOK 5.3 million (2020: losses of NOK 882.9 million) is related to net gains on jet
fuel derivatives.
NOTE 21: TRADE AND OTHER PAYABLES
NOK million
2021
2020
Accrued vacation pay
125.4
139.5
Accrued airport and transportation taxes
83.6
221.7
Accrued expenses
467.0
671.2
Trade payables
321.0
3,984.6
Public duties
121.7
165.1
Current provisions for MRC (Note 19)
131.7
902.9
Cashpoint liabilities
2,306.5
2,396.8
Other current provisions
225.6
1,847.0
Total
3,782.6
10,328.8
The current payables and provisions are non-interest bearing and are due within the next
twelve months. Accrued expenses are related to goods and services delivered and not
invoiced to the Group in 2021.
NOTE 21A: AIR TRAFFIC SETTLEMENT LIABILITIES
Air traffic settlement liabilities increased from NOK 401.5 million on 31 December 2020 to
NOK 1,324.2 million on 31 December 2021. The increase is related to a low level of bookings
in 2020 due to travel restrictions and an increase of bookings in the second half of 2021 as
travel restrictions were eased.
NOTE 22: BORROWINGS
Term facility
Interest rate of NIBOR and a margin. The term facility is denominated in NOK and matures
on 26 May 2026. The coupon is 3-Months NIBOR + 2.00 percent. The effective interest rate
is 3.9 percent. The facility is repaid in quarterly instalments of NOK 9.3 million from 1 June
2023.
Retained claims bonds
No interest payments. The effective interest rate is 9.4 percent. The bond issue is
denominated in NOK and 50 percent each mature on 30 September 2025 and 30 September
2026.
Aircraft financing
Fixed interest rates between 4.1 and 4.8 percent. The borrowings mature quarterly after the
delivery of aircraft. The aircraft financing is denominated in USD.
Nominal value at 31 December 2021
NOK million
Nominal
Value
Unamortized
effective
interest cost
Book value
Effective
interest rate
Aircraft financing
810.4
(7.5)
802.9
4.7 %
Term facility
134.9
-
134.9
3.9 %
Bond issue
700.0
-
700.0
0.9 %
Retained claims bonds
3,750.0
(1,225.1)
2,524.9
9.4 %
Other non-current debt
2.0
-
2.0
0.0 %
Total
5,397.2
(1,232.5)
4,164.7
Nominal value at 31 December 2020
NOK million
Nominal
Value
Unamortized
effective
interest cost
Book value
Effective
interest rate
Disposal group aircraft financing
16,344.6
(683.4)
15,661.2
4.0 %
Aircraft financing
3,879.5
(67.5)
3,812.0
3.6 %
Loan with state guarantee
2,989.0
-
2,989.0
3.9 %
Bond issue
2,434.8
(903.2)
1,531.6
32.3 %
Other current debt
437.2
-
437.2
8.0 %
Total
26,085.2
(1,654.1)
24,431.1
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 60
Effective interest rate during 2021, recognized as financial items (Note 8) and capitalized
borrowing costs (Note 11), is 4.1 percent (2020: 9.3 percent).
For information on the fair value of borrowings please refer to Note 3.
In 2020, the value of the conversion rights related to the USD convertible bond issued 5
November 2019 of NOK 52.5 million, is not included as part of Bond issue and is classified
under Derivative financial instruments in the consolidated statement of financial position.
Classification of borrowings
NOK million
2021
2020
Non-current
Aircraft financing
744.8
-
Term facility
134.9
-
Bond issue
575.0
-
Retained claims bonds
2,524.9
-
Other non-current debt
2.0
-
Total
3,981.6
-
Current
Disposal group aircraft financing
-
15,661.2
Aircraft financing
58.1
3,812.0
Loan with state guarantee
-
2,989.0
Bond issue
125.0
1,531.6
Other current debt
-
437.2
Total
183.1
24,431.1
Total borrowings
4,164.7
24,431.1
Cash and non-cash changes in total borrowings
Changes in total borrowings over a period consist of both cash effects (disbursements and
repayments) and non-cash effects (conversion- and reconstruction effects, amortization
and currency translation effects). The following is the changes in the Group’s borrowings
stemming from cash effects and non-cash effects:
NOK million
2021
2020
Opening balance total borrowings
24,431.1
26,734.0
Disbursement
-
3,290.5
Repayment
(408.7)
(2,351.2)
Cash changes
(408.7)
939.3
Conversion- and reconstruction effects
(19,660.6)
(4,293.2)
Net amortization effects
387.7
833.4
Currency translation effects
(584.9)
543.7
Other
-
(326.1)
Non-cash changes
(19,857.7)
(3,242.3)
Closing balance total borrowings
4,164.7
24,431.1
The carrying amounts of the Group’s borrowings are denominated in the following
currencies:
NOK million
2021
2020
USD
802.9
11,991.4
NOK
3,361.8
3,940.9
SEK
-
270.1
EUR
-
8,228.7
Total
4,164.7
24,431.1
Financial covenants on borrowings
Bond issue (NAS13)
• The bonds are secured by a pledge of the shareholding by NAS Eire Invest AS in
Norwegian Air Norway AS and via a pledged account, see Note 23.
• No indebtedness and minimum liquidity of USD 2 million in Norwegian Air Norway AS
• No dividend payment
Term facility
• No dividend payment
Retained claims bonds
• No dividend payment
Aircraft financing
• Aircraft financing does not include covenant requirements. Aircraft in the Group are
financed with guarantees by either the parent company and/or by export credit
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 61
agencies. Owned aircraft are pledged as collateral. For more information on assets
pledged as collateral, see Note 23.
NOTE 23: ASSETS PLEDGED AS COLLATERALS AND GUARANTEES
Liabilities secured by pledge
NOK million
2021
2020
Bond issue
700.0
242.5
Bonds refinanced
-
968.0
Aircraft financing
802.9
19,473.3
Total
1,502.9
20,683.8
Owned aircraft are pledged as collateral to the providers of the relevant financing for the
aircraft. The Group provides guarantees to the benefit of lenders. The Group has not issued
any guarantees for third parties.
In 2021 the NAS07 and NAS08 bonds were replaced by the secured bond NAS13 following
approval by the bondholders. In order to secure approval of the restructuring, the Group
continued to pledge the following assets:
• Pledge of the shareholding by NAS Eire Invest AS in Norwegian Air Norway AS.
• Pledged Account (including both present and future credit balances, any interest and any
commission payable thereon).
The above pledges of the shareholding by in Norwegian Air Norway AS and the pledged
account are not shown in the table below as these assets do not have a book value in the
Group.
Book value of assets pledged as security and guarantees
NOK million
2021
2020
Prepayment and aircraft
1,030.8
6,019.6
Buildings
-
246.8
Total
1,030.8
6,266.4
NOTE 24: BANK DEPOSITS
Cash and cash equivalents
NOK million
2021
2020
Cash in bank
4,672.9
2,646.1
Cash equivalents
3,021.9
20.8
Total
7,694.8
2,666.9
Deposits in money market funds are classified as cash equivalents, as the underlying maturity
of the deposits are 3 months or less. At 31 December 2021, the interest terms of the main
cash deposits in folio accounts for the two cash pools are 1 month NIBOR flat 0.0 percent
p.a. and NOWA -0.3 percent p.a.
Receivables from credit card companies are included in trade receivables. See note 13.
Restricted cash
NOK million
2021
2020
Guarantees for leases and credits from suppliers
270.5
570.1
Safety deposits on defined benefit plan
329.9
297.9
Slots proceeds
237.8
-
Taxes withheld
61.3
38.4
Total
899.5
906.4
Bank guarantees are granted for leasing liabilities for aircraft, suppliers of fuel and handling
services, as well as airport charges from airports and governments. Cash proceeds from sale
of slots is classified as restricted as it can only be used to buy new slots, or make repayments
on the NAS13 bond. There is also a guarantee/deposit in place to secure a pension program.
Restricted cash is included in the line item Cash and cash equivalents in the statement of
financial position. Unrestricted cash at 31 December 2021 was NOK 6,795.3 million.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 62
NOTE 25: RELATED PARTY TRANSACTIONS
See Note 7 for details on key Management compensations and Note 15 for shares and options
held directly or indirectly by members of the Board of Directors, the CEO and the Executive
Management.
No loans or guarantees have been issued to related parties in 2021 or 2020.
The following transactions were carried out with related parties:
NOK million (excl. VAT)
2021
2020
Sales (-) and purchases (+) of goods and services
OSM Aviation Ltd. (incl. subsidiaries; crew management services)
-
841.1
Transactions between Group companies have been eliminated in the consolidated financial
statements and do not represent related party transactions. See Notes 25 Related Parties
and 23 Shares in Subsidiaries in the financial statements of Norwegian Air Shuttle ASA for
further details.
NOTE 26: CONTINGENCIES AND LEGAL CLAIMS
In March 2017 and June 2018, the Norwegian Tax Authorities made a reassessment pertaining
to an EEC cross-border restructuring that took place in 2013 and 2014. The restructuring
was carried out under the rules of contingent tax-free group reorganizations. The disputed
question is if the rules on contingent tax-free group reorganization, as they applied in 2013
and 2014, are contrary to EU law. The case was heard by the Oslo Municipality court 12-20
April 2021 and the court issued a ruling dated 21 May 2021 in favour of the tax authorities.
Norwegian and its tax advisor are of the opinion that the ruling is without merit, thus the
ruling is appealed. The maximum total potential cost increase would be NOK 650 million. As
a consequence of the Reconstruction, the amount is crammed down to NOK 33.7 million,
and the Company has made a provision for this amount.
On 21 September 2021, the Norwegian Environment Agency (Nw.: Miljødirektoratet)
concluded in an administrative ruling that the cram down of claims in the Examinership and
Reconstruction does not apply to the Company’s obligation to surrender emission
allowances under EU ETS (see Section 9.6.2“Environmental regulations”) for emissions pre-
dating 18 November 2020. The contemplated market value of such allowances was
approximately NOK 300 million at year-end. The Reconstructor determined that the
Restructuring applies to the Companys obligation to surrender emission allowances
because a different view would have given preference to the EU ETS regime which the
current insolvency legislation does not facilitate. Therefore, the Company was unable to
comply with the Norwegian Environment Agency’s demand of the Company surrendering
emissions allowances. The lack of compliance has caused the Norwegian Environment
Agency to impose a fine of NOK 400 million on the Company. The Company filed a complaint
on 25 October 2021 and on 4 February 2022 the Norwegian Environment Agency sent the
complaint to the Ministry of Climate and Environment. The Company, supported by its
advisors and the Reconstructor, are of the view that such fine either is invalid as the
Company is incapable of complying with the EU ETS regime or–if at all valid –will be subject
the cram-down introduced in the Restructuring. The Company has appealed the
administrative ruling and expects the appeal to probably be effective and has therefore not
made a provision for the fine. As a consequence of the Reconstruction, the amount
corresponding to the contemplated market value of such allowances was crammed down
and the company has made a provision of NOK 15 million at year end.
NOTE 27: COMMITMENTS
Norwegian previously held aircraft purchase commitments with Airbus and Boeing. These
purchase commitments were terminated as part of the Irish examinership and Norwegian
reconstruction processes during 2021. Norwegian is currently in dialog with both
manufacturers evaluating the strategy going forward on a fleet renewal plan as well as for
expanding the fleet.
NOTE 28: EVENTS AFTER THE REPORTING PERIOD
On 11 January 2022, Norwegian reported the Post-Conversion Report from the Overseer,
confirming that the Structured Sale Process (including the distribution of proceeds thereof)
and the distribution of No-Sale Conversion Shares to the relevant Creditors have been
completed in accordance with the terms set out in these Dividend Claim Terms.
16 February 2022, Norwegian announced the conversion of New Capital Perpetual bonds
whereby new share capital was registered. The Company received conversion notices from
bondholders representing NOK 4,000,000 Early Conversion Bonds, which pursuant to
standard terms set out in the bond terms are convertible into 425,985 new shares in the
Company.
On 28 February 2022, Norwegian announced it has entered into agreements with AerCap to
lease aircraft, of which ten are new Boeing 737 MAX 8, to be delivered in the first half of
2023. Norwegian has a long-standing relationship with AerCap, the world’s largest aviation
leasing company. The signed lease agreements also include eight Boeing 737-800 NG, which
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 63
are part of the 70 aircraft fleet operational for the summer 2022 season. With these
additions, Norwegian will have a total fleet of 80 aircraft by the summer of 2023.
On 28 February 2022, Norwegian announced that a total of 107,051 shares were purchased
on behalf of employees in Norwegian Air Shuttle participating in the Company's Employee
Share Savings Plan. The average purchase price was NOK 11.02 per share.
On 8 March 2022, Norwegian announced the conversion of New Capital Perpetual bonds
whereby new share capital was registered. The Company received conversion notices from
bondholders representing NOK 2,000,000 Early Conversion Bonds, which pursuant to
standard terms set out in the bond terms are convertible into 212,992 new shares in the
Company. Following the conversion, the Company has New Capital Perpetual Bonds in issue
in the nominal amount of NOK 1,800,796,249, of which NOK 1,738,293,310 constitute
Ordinary Conversion Bonds and NOK 62,502,939 constitute Early Conversion Bonds. The
remaining New Capital Perpetual Bonds may be converted into approximately 191.8 million
shares in the Company at a conversion price of NOK 9.39, subject to anti-dilution provisions.
The Company’s share capital is increased by NOK 21,299.20 by issue of 212,992 shares. The
Company’s new share capital is NOK 92,915,747.30 divided into 929,157,473 shares, each
with a nominal value of NOK 0.10.
On 23 March 2022, Norwegian was contemplating a buy-back of the zero-coupon senior
unsecured NOK 3,758,929,711 bond issue maturing 30.09.2026 (Retained Claims Bonds with
ISIN NO0010996457).
On 30 March 2022, Norwegian announced that the “Reverse Dutch Auction” closed at 29
March and the company has decided to accept all offers up to and including a price of 66
percent of par value (the “Buy-Back Price”). The Company confirmed to buy back bonds with
a total nominal value of NOK 44,611,470 by paying the Buy-Back Price. Cash settlement for
the repurchase is expected to occur on Tuesday, 5 April 5, 2022. Following the buy-back,
the Company holds zero-coupon Retained Claims Bonds (ISIN: NO0010996457) for a total
nominal amount of NOK 44,611,470. The acquired bonds will be cancelled following
settlement.
On 22 April 2022, Norwegian published listing prospectus to list Norwegian Air Shuttle ASA
FRN perpetual subordinated convertible bonds with ISIN NO 0011157331 and NO 0011157356
(jointly, the "New Capital Perpetual PIK Bonds"), and (ii) Norwegian Air Shuttle ASA zero
coupon senior unsecured NOK 3,758,932,275 bonds 2021/2026 with ISIN NO 0010996457
(the "Retained Claims Bonds").
There have been no other material events subsequent to the reporting period that might
have a significant effect on the consolidated financial statements for 2021.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 64
FINANCIAL STATEMENTS OF THE PARENT COMPANY
INCOME STATEMENT 1.1 - 31.12
NOK million
Note
2021
2020
Passenger revenue
2,581.7
3,860.4
Ancillary passenger revenue
630.5
1,000.1
Other revenue
733.6
2,041.5
Total operating revenue
3
3,945.8
6,902.0
Personnel expenses
5, 6
449.3
1,159.1
Aviation fuel
893.2
1,189.7
Airport and ATC charges
519.0
567.6
Handling charges
470.1
1,079.7
Technical maintenance expenses
502.9
1,276.9
Other operating expenses
4
1,355.5
2,681.4
Other losses/(gains) - net
19A
(5,389.1)
(1,100.2)
Total opex excl lease and depreciation
(1,199.1)
6,854.2
EBITDAR
5,144.9
47.8
Aircraft lease, depreciation and amortization
9, 10
1,867.3
4,912.6
Impairment non-financial items
9
-
1,114.3
Impairment investment in subsidiaries incl. receivables
25
949.6
29,782.7
Operating profit (EBIT)
2,328.0
(35,761.8)
Interest income
126.9
306.4
Interest expense
(317.6)
(627.9)
Other financial income (expense)
11,315.0
2,232.7
Net financial items
7
11,124.3
1,911.2
Profit (loss) before tax (EBT)
13,452.3
(33,850.7)
Income tax expense (income)
8
458.5
0.0
Net profit (loss)
12,993.8
(33,850.7)
Effective tax rate
3 %
0 %
Basic earnings per share
24.8
(1,501.0)
Diluted earnings per share
18.6
(1,501.0)
STATEMENT OF COMPREHENSIVE INCOME 1.1 - 31.12
NOK million
Note
2021
2020
Net profit (loss)
12,993.8
(33,850.7)
Total comprehensive income for the period
12,993.8
(33,850.7)
Total comprehensive income attributable to:
Equity holders of the Company
12,993.8
(33,850.7)
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 65
STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER
NOK million
Note
2021
2020
ASSETS
Intangible assets
9
148.0
159.2
Deferred tax asset
8
1,616.2
2,074.0
Aircraft, parts and installations on leased aircraft
10
0.1
47.7
Right-of-use aircraft, parts and installations
11
-
544.2
Equipment and fixtures
10
107.8
145.7
Buildings
10
246.7
252.4
Right-of-use buildings
11
173.7
211.5
Financial assets available for sale
19, 24
3.7
3.7
Investments in subsidiaries
23
2,034.7
1,328.1
Lease receivable
25
-
498.9
Other receivables
12
3,832.7
405.3
Total non-current assets
8,163.5
5,670.7
Inventory
13
-
63.3
Trade and other receivables
12
2,201.3
4,119.1
Cash and cash equivalents
21
7,290.4
2,443.2
Total current assets
9,491.7
6,625.6
TOTAL ASSETS
17,655.3
12 296.3
NOK million
Note
2021
2020
EQUITY AND LIABILITIES
Share capital
14
92.9
397.5
Share premium
25,424.3
18,805.1
Other paid-in equity
744.4
155.8
Perpetual bonds
1,808.0
786.5
Other reserves
1.2
1.2
Retained earnings
(16,520.5)
(29,482.5)
Total equity
11,550.2
(9,336.5)
Provision for periodic maintenance
17
16.9
1,077.9
Other non-current liabilities
0.0
425.0
Borrowings
22
3,303.6
0.0
Lease liability
19
171.4
634.1
Derivative financial instruments
2, 19
-
3.2
Total non-current liabilities
3,491.9
2,140.3
Borrowings
22
125.0
5,539.8
Lease liability
19
20.4
149.1
Trade and other payables
18
2,467.7
13,354.5
Air traffic settlement liabilities
-
401.1
Derivative financial instruments
2, 19
-
49.2
Tax payable
-
(1.3)
Total current liabilities
2,613.1
19,492.5
Total liabilities
6,105.0
21,632.8
TOTAL EQUITY AND LIABILITIES
17,655.3
12,296.3
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 66
STATEMENT OF CHANGES IN EQUITY 1.1 - 31.12
NOK million
Share Capital
Share
Premium
Other paid-in
equity
Perpetual
bonds
Total paid in
equity
Other
reserves
Retained
earnings
Total equity
Equity at 1 January 2020
16.4
6,664.0
149.2
-
6,829.5
1.2
4,368.1
11,198.8
Profit for the year
-
-
-
-
-
-
(33,850.7)
(33,850.7)
Total comprehensive income 2020
-
-
-
-
-
-
(33,850.7)
(33,850.7)
Share issue
381.1
12,141.1
-
(1,006.2)
11,516.1
-
-
11,516.1
Perpetual bonds issue
-
-
-
1,792.6
1,792.6
-
-
1,792.6
Equity changes on employee options
-
-
6.6
-
6.6
-
-
6.6
Transactions with owners
381.1
12,141.1
6.6
786.5
13,315.3
-
-
13,315.3
Equity at 31 December 2020
397.5
18,805.1
155.8
786.5
20,144.9
1.2
(29,482.5)
(9,336.5)
Profit for the year
-
-
-
-
-
-
12,993.8
12,993.8
Total comprehensive income 2021
-
-
-
-
-
-
12,993.8
12,993.8
Share issue
66.9
4,738.2
181.9
(853.5)
4,133.5
-
-
4,133.5
Convertible dividend claim issue
22.0
1,881.0
-
-
1,903.0
-
-
1,903.0
Capital decrease
(393.5)
-
393.5
-
-
-
-
-
Perpetual bonds issue
-
-
-
1,843.3
1,843.3
-
-
1,843.3
Payment-in-kind interest
-
-
-
31.8
31.8
-
(31.8)
-
Equity changes on employee options
-
-
13.2
-
13.2
-
-
13.2
Transactions with owners
(304.6)
6,619.2
588.6
1,021.6
7,924.8
-
(31.8)
7,892.9
Equity at 31 December 2021
92.9
25,424.3
744.4
1,808.0
28,069.7
1.2
(16,520.5)
11,550.2
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 67
STATEMENT OF CASH FLOWS 1.1 - 31.12
NOK million
Note
2021
2020
OPERATING ACTIVITIES
Profit (loss) before tax (EBT)
13,452.3
(33,850.7)
Depreciation, amortization and impairment
9, 10, 25
162.0
31,181.4
Compensation expense for employee options
16
13.2
6.6
Losses/(gains) on disposal of tangible assets
(4,587.7)
(2,968.7)
Fair value losses/(gains) on financial assets
19
(49.2)
49.2
Financial items
7
(11,124.3)
(1,911.2)
Change in inventories, accounts receivable and accounts payable
1,341.7
15.574.3
Change in air traffic settlement liabilities
(401.1)
(5,705.1)
Change in other current assets and current liabilities
1,230.5
(5,314.1)
Net cash flow from operating activities
37.4
(2,938.3)
INVESTING ACTIVITIES
Purchase of tangible assets
10
(19.1)
(286.5)
Purchase of intangible assets
9
(9.6)
(16.6)
Net investment in subsidiaries
23
(2.5)
-
Net cash flow from investing activities
(31.2)
(303.1)
FINANCING ACTIVITIES
Proceeds from long-term debt
22
-
3,290.5
Payment of borrowings
22
(376.2)
(298.1)
Principal element of lease payments
11
(51.4)
(151.3)
Interest on borrowings and financing costs
(15.8)
(379.9)
Interest element of lease payments
(19.7)
(50.4)
Transaction cost
-
(5.7)
Cash dividend to creditors
(377.7)
-
Proceeds from issuing new shares
14
5,862.9
328.4
Net cash flow from financial activities
5,022.1
2,733.5
Foreign exchange effect on cash
(181.1)
152.1
Net change in cash and cash equivalents
4,847.3
(355.8)
Cash and cash equivalents at 1 January
2,443.2
2,799.0
Cash and cash equivalents at 31 December
21
7,290.4
2,443.2
The Company participates in cash pool arrangements, and deposits and overdrafts
by subsidiaries within these arrangements are presented as other receivables and
other payables in the statement of financial position. The net deposits in cash pool
arrangements are included as cash equivalents.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 68
NOTE 1: GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Norwegian Air Shuttle ASA is the parent in the Norwegian Group. Besides being an operative
airline, it also serves the purpose of holding company in the Norwegian Group, and contains
the Group Management and Corporate Functions, in addition to serving other Group airlines
and other business areas with shared services. The information provided in the consolidated
financial statements covers the Company to a significant degree. Please refer to the
consolidated financial statement of the Group for a description of the operative activities
of Norwegian Air Shuttle ASA.
The financial statements of Norwegian Air Shuttle ASA for the year ended 31 December 2021
were authorized for issue by the Board of Directors on 28 April 2022. The annual
shareholders meeting, to be held 25 May 2022, have the power to amend and reissue the
financial statements.
The financial statements of the Company have been prepared in accordance with simplified
IFRS pursuant to the Norwegian Accounting Act § 3-9, and regulations regarding simplified
application of IFRS issued by the Ministry of Finance on 21 January 2008.
The financial statements have been prepared on the going concern basis.
The Company’s significant accounting principles are consistent with the accounting
principles of the Group, as described in Note 1 of the consolidated financial statement.
Where the notes for the parent company are substantially different from the notes for the
Group, these are shown below. Otherwise, refer to the notes to the Group’s Consolidated
Financial Statements (hereinafter referred to as the Group’s Consolidated Financial
Statements).
Additions to Note 1 of the Group Financial Statements:
Dividends and group contribution
Dividend and group contributions are recognized as financial income, unless dividends or
group contributions are received out of pre-acquisition profits of its subsidiary, in such
cases they are deducted from the cost of investment rather than included in profit or loss.
Dividends and group contributions are recognized in the period in which they are decided
by the relevant decision making body in the subsidiary.
Investments in subsidiaries and associates
Shares in subsidiaries are valued at cost and tested for impairment. Any impairment losses
and reversal of impairment losses are classified as net gains (loss and impairment) on
investments in subsidiaries in the income statement. Loans provided to subsidiaries are
measured at cost in accordance with IFRS 9.
NOTE 2: FINANCIAL RISKS
The Company’s exposure to, and management of, financial risk is primarily the same as
disclosed for the Group. For further information, please refer to Note 2 in the consolidated
financial statements.
NOTE 3: OPERATING REVENUE
NOK million
2021
2020
By activity:
Passenger transport
2,581.7
3,860.4
Ancillary revenue
630.5
1,000.1
Other revenue
733.6
2,041.5
Total operating revenue
3,945.8
6,902.0
Per geographical markets:
Domestic Norway
1,770.3
3,262.4
Other
2,175.5
3,639.5
Total operating revenue
3,945.8
6,902.0
The Company is a low-cost airline, using its fleet of aircraft. Revenues from this business
are specified in the table above. Passenger revenue consists of revenue generated from
sales of airline tickets, while ancillary revenue consists of other services directly generated
from ticket sales. Other revenue consists of sales that are not directly related to an airline
ticket, e.g. cargo and sales of third-party products.
NOTE 4: OTHER OPERATING EXPENSES
NOK million
2021
2020
Sales and distribution expenses
275.3
693.6
Other flight operation expenses
192.3
914.9
General and administrative expenses
887.8
1,072.8
Total other operating expenses
1,355.5
2,681.4
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 69
Other operating expenses amounts to NOK 1,355.5 million (2020: NOK 2,681.4 million). Other
operating expenses are related to sales and distribution, the operating of systems,
marketing, back office, consultants and other costs not directly attributable to operation of
the aircraft fleet and related airline-specific costs.
NOTE 5: PAYROLL EXPENSES AND NUMBER OF EMPLOYEES
Breakdown of payroll and personnel expenses - employees
NOK million
2021
2020
Wages and salaries
339.8
377.9
Social security tax
41.0
43.6
Pension expenses
21.1
29.8
Employee stock options
13.2
6.6
Other benefits
14.4
22.6
Total
429.5
480.6
In 2021, NOK 12.6 million (2020: NOK 6.0 million) was charged as an expense to salaries,
according to the stock option program (Note 16). The Company has a pension scheme
covering all employees. The scheme compliant with the act on occupational pensions (Note
15).
2021
2020
Number of man-labor years
336.6
411.5
Breakdown of payroll and personnel expenses - employees and hired
NOK million
2021
2020
Personnel expenses – employees
429.5
480.6
Personnel expenses – hired – Full Scale Crew Services
19.7
626.0
Personnel expenses – hired
0.1
52.6
Total
449.3
1,159.1
NOTE 6: REMUNERATION OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT
For information on remuneration of the Board of Directors and Executive management,
please refer to Note 7 in the Group’s Consolidated Financial Statements.
NOTE 6A: AUDITOR REMUNERATION
NOK million excluding VAT
2021
2020
Audit fee
9.6
7.9
Other audit related services
0.6
2.5
Other services
1.8
0.6
Total
12.0
11.0
The Company elected PricewaterhouseCoopers AS as their new auditor with effect for the
financial year 2020.
NOTE 7: NET FINANCIAL ITEMS
NOK million
2021
2020
Interest income
126.9
306.4
Interest expense leasing
(19.7)
(50.4)
Other Interest expense
(300.6)
(583.7)
Net foreign exchange (loss) or gain
(483.2)
(691.2)
Appreciation cash equivalents
-
0.4
Restructuring effects
11,596.1
-
Fair value gain conversion rights
6.1
786.1
Financial gain debt to equity conversion
217.4
1,845.9
Other financial items
(18.7)
297.7
Net financial items
11,124.3
1,911.2
Restructuring effects of NOK 11,596 million include effects from the restructuring process
successfully completed in May 2021. In total, the restructuring improved equity by NOK
19,476 million. The impact of the restructuring on share and paid-in capital and on
income/(loss) are presented in the table below.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 70
NOK million
Footnotes
Share and paid
in capital
Income (loss)
Bonds
1
41.9
385.4
Trade and other payables and related receivables
2
0.0
12,405.8
Aircraft and related liabilities
3
0.0
398.5
Borrowings, Perpetual and Retained claims bond
4
1,843.3
866.8
Private placement/Rights issue
5
4,029.7
0.0
Dividend claim
6
1,964.8
(2,020.8)
Cash dividend
7
0.0
(439.5)
Total
7,879.7
11,596.1
1) Bonds: These amounts reflect the net effect of the extinguishment of unsecured
Bond debt issued prior to 18 November 2020 (NAS07, NAS08 and the US convertible)
and the issue of the new Bond NAS13. The effect is a net reduction in debt with a
corresponding increase in equity through Income. The portion recognized as
increase in Share and paid in capital reflects the conversion of zero-coupon
perpetual bonds with floor protection from debt to equity during the first half year
in 2021.
2) Trade and other payables and related receivables: These amounts reflect the
extinguishment of vendor debt and related receivables from the same vendors,
from the period before 18 November 2020. The effect is a reduction in net debt
and increase in other equity through Income.
3) Aircraft and related liabilities: This amount reflect the net effect of reduced
maintenance obligations, aircraft financing liabilities and deposits on aircraft
leases. The net effect is a reduction in net liabilities with a corresponding increase
in other equity through Income.
4) Borrowings, Perpetual and Retained Claim Bond: These amounts reflect
extinguishment of the unsecured part of loan with state guarantee and other
borrowings, the issue of the new Perpetual Bond classified as equity and the related
Retained Claim Bond. The effect is a net reduction in outstanding debt with a
corresponding increase in share and paid in capital with NOK 1,843 million and
other equity through Income of NOK 867 million.
5) Private placement/Rights issue: This amount reflects the net proceeds from share
issue in the private placement and the rights issue in May 2021.
6) Dividend claim: Reflects the issue of the Dividend Claim with conversion rights,
followed by conversion of dividend claim to shares. The Dividend Claim was granted
to unsecured creditors, that did not participate in the rights issue or new capital
perpetual bond issue, as a 4% compensation for extinguished debt in addition to
the Cash Dividend. The effect is an increase in debt with NOK 69 million, and an
increase in Share and paid in capital with NOK 1,965 million representing the value
of the conversion element and a net corresponding effect on other equity of
negative NOK 2,021 million that has to be assessed together with the effect related
to Trade and other payables and related receivables. Cash dividend: This amount
reflects the cash dividend payable to unsecured creditors, that did not participate
in the rights issue or new capital perpetual bond issue, as compensation for
extinguished debt.
7) This amount reflects the cash dividend payable to unsecured creditors, that did not
participate in the rights issue or new capital perpetual bond issue, as compensation
for extinguished debt.
NOTE 8: TAXES
This year’s tax expense consists of:
NOK million
2021
2020
Tax payable
0.2
0.0
Adjustments from previous year
0.5
0.0
Change in deferred tax
457.8
0.0
Income tax expense
458.5
0.0
Reconciliation from nominal to effective tax rate:
NOK million
2021
2020
Profit before tax
13,452.3
(33,850.7)
Expected tax expense (income) using nominal tax rate (22%)
2,959.5
(7,447.1)
Tax effect of the following items:
Non-deductible expenses/income
(3,734.2)
6,376.0
Adjustments from previous year
(284.6)
789.6
Change in tax rate
-
-
Deferred tax asset not recognized
(793.9)
293.8
Restructuring effects on tax losses carried forward
2,300.3
-
Other items
11.4
(12.3)
Tax expense
458.5
0.0
Effective tax rate
3.4 %
0.0 %
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 71
Details of deferred tax assets in the balance sheet:
NOK million
2021
2020
Intangible assets
28.0
(103.0)
Tangible assets
(19.8)
(16.8)
Inventories
-
(14.7)
Receivables
(5.6)
(9.2)
Financial instruments
-
(11.5)
Deferred gains/losses
633.5
1,149.1
Other accruals
(1.1)
(327.4)
Other temporary differences
(323.6)
(316.9)
Net lease liabilities
(4.0)
(6.1)
Loss carried forward
(1,937.3)
(3,225.1)
Not recognized deferred tax
13.6
807.6
Net deferred tax assets
(1,616.2)
(2,074.0)
Reconciliation of deferred tax assets and liabilities:
NOK million
2021
2020
Recognized at 1 January
(2,074.0)
(2,062.0)
Charged/credited to the income statement
457.8
-
Charged directly to equity
-
(12.0)
Recognized at 31 December
(1,616.2)
(2,074.0)
Deferred tax assets are based on unused tax loss carry forwards and temporary differences
in assets and liabilities. The tax loss carried forward is expected to be utilized by future
taxable profits. The deferred tax assets are partially explained by the historical tax losses of
the Company. Unused tax losses are recognized to the extent that taxable profits are
probable. Significant management judgment is required to determine the amounts of
deferred tax assets that can be recognized, based on the anticipated timing and level of
future taxable profits together with future tax planning strategies. In situations where the
Company has experienced recent losses, the Company will evaluate whether there are
convincing other evidence supporting taxable profits and the future utilization of its carry-
forward losses. The future operations with focus on markets that has been profitable in the
past, supports that there are convincing evidence to support expectations that the Company
will generate taxable profits in the upcoming periods.
Adjustments from previous years consists of differences in deferred tax positions between
the Company’s annual report 2020 and its tax reporting finalized later in 2021.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 72
NOTE 9: INTANGIBLE ASSETS
NOK million
Software
Goodwill
Other intangible assets
Total
Acquisition costs 1 January 2020
488.9
1,208.5
27.0
1,736.6
Additions
16.6
-
-
16.6
Impairment
-
(1,114.3)
-
(1,114.3)
Acquisition costs 31 December 2020
505.5
94.2
27.0
626.6
Acquisition costs 1 January 2021
505.5
94.2
27.0
626.6
Additions
7.1
1.6
-
8.7
Acquisition costs 31 December 2021
512.6
95.8
27.0
635.4
Accumulated amortization 1 January 2020
442.3
-
4.6
446.9
Amortization
20.6
-
-
20.6
Accumulated amortization 31 December 2020
462.8
-
4.6
467.4
Accumulated amortization 1 January 2021
462.8
-
4.6
446.9
Amortization
20.0
-
-
20.6
Accumulated amortization 31 December 2021
482.8
-
4.6
487.4
Book value at 31 December 2020
42.6
94.2
22.4
159.2
Book value at 31 December 2021
29.8
95.8
22.4
148.0
Software
Capitalized software is related to external consulting fees for the development of
Norwegian's own systems for bookings and ticket-less travels, various sales portals, back
office, and maintenance system. These costs are amortized over their estimated useful lives
(three to five years).
Goodwill and other intangible assets
Goodwill is related to the purchase of FlyNordic in Sweden July 2007, and the transfer of
long-haul operations based in Ireland from NAI to NAS in 2018.
Other intangible assets from business combinations consist of estimated fair value of Brand
name, charter operations, slots and the Air Operating Certificate. Other intangible assets
also consist of intellectual property rights that are related to purchases of internet domains.
The Group has developed international web portals in major markets.
Goodwill, slots and intellectual property rights are determined to have indefinite useful lives
and are not amortized. Slots and intellectual property rights do not expire over time, as long
as the management has the intention to continue using the assets.
Impairment
The Company tests goodwill and assets with indefinite useful lives annually at year-end for
impairment. Intangible and tangible assets with definite lives are tested for impairment if
indicators of impairment are identified. The effects on the airline industry and the
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 73
Company's level of operation is considered a triggering event, and an impairment testing
has been performed for the Company's non-current assets.
The method used to estimate the recoverable amount is value in use, based on discounted
cash flow analysis. The analysis reflects the cash flow projections in the financial business
plan covering the next four years which is approved by the Board of Directors. Key
assumptions used in the calculation are growth rates, operating costs, terminal value and
discount rate. Cash flows beyond the four-year period are extrapolated with a long-term
growth rate. Estimated cash flows and discount rate are after tax.
Discount rate
The applied after-tax discount rate is 8.5 percent (2020: 7.3 percent) and based on the
Weighted Average Cost of Capital (WACC). The cost of the Group's debt and equity capital,
weighted accordingly to reflect its capital structure, gives the Group’s weighted average cost
of capital. The WACC rates which are used to discount future cash flows are based on market
risk free interest rates adjusted for inflation differentials and include the debt premium,
market risk premium, gearing corporate tax rate and asset beta. An increase of the discount
rate of 1 percentage point will not result in impairment of goodwill and intangible assets.
Growth rates
The basis for calculating future growth rate is in accordance with the Company's current
management approved business plans for the upcoming four years.
Operating costs
The operating costs are calculated based on the business plan period.
Terminal value
A growth rate of 0 percent is used in calculating cash flow beyond the four-year period.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 74
NOTE 10: TANGIBLE ASSETS
NOK million
Buildings
Aircraft, spare parts and installations on leased aircraft
Equipment and fixtures
Total
Acquisition cost at January 1, 2020
294.8
645.8
514.5
1,455.1
Additions
0.0
248.9
17.1
266.0
Disposals
(5.4)
(243.7)
(26.0)
(275.1)
Acquisition cost at December 31, 2020
289.3
650.8
505.6
1,445.7
Acquisition cost at 1 January 2021
289.3
650.8
505.6
1,445.7
Additions
-
13.7
5.4
19.1
Disposals
-
(45.5)
-
(45.5)
Acquisition costs 31 December, 2021
289.3
619.0
511.0
1,419.3
Accumulated depreciation at January 1, 2020
31.1
526.1
346.9
904.1
Depreciation
-
61.4
36.3
103.5
Impairment
-
22.7
-
22.7
Depreciation on disposals
5.8
(7.0)
(23.4)
(30.4)
Accumulated depreciation at December 31, 2020
36.9
603.2
359.8
999.9
Accumulated depreciation at 1 January, 2021
36.9
603.2
359.8
999.9
Depreciation
5.8
43.9
32.1
81.8
Impairment
-
-
11.2
11.2
Depreciation disposals
-
(28.1)
-
(28.1)
Accumulated depreciation 31 December, 2021
42.7
619.0
403.2
1,064.8
Book value at 31 December 2020
252.4
47.7
145.7
445.8
Book value at 31 December 2021
246.6
0.1
107.8
354.5
Installations on leased aircraft
The installations on leased aircraft include cabin interior modifications and other
improvements to the aircraft after lease commencement. The capitalized value is
depreciated over the remainder of the aircraft leases, which are between 1-10 years. Linear
depreciation is applied, and residual value is NOK 0.
Spare parts
Spare parts consist of rotable parts for aircraft and are depreciated over their useful life.
The useful life of spare parts ranges between 5 to 8 years. Linear depreciation is applied,
and 25 percent of the acquisition cost is calculated as residual value.
Equipment and fixtures
Equipment and fixtures consist of purchased software and technical equipment on leased
facilities.
Buildings
Buildings consists of one apartment in Seattle purchased in 2010 by the Group. The
apartment is carried at acquisition cost. The residual value is estimated to equal the
acquisition cost. In 2014, a new hangar at Gardermoen airport was constructed. The hangar
is estimated to have a useful life of 50 years and is depreciated linear over useful economic
life. The residual value is NOK 0.
For information regarding assets pledged as collateral, see Note 20.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 75
NOTE 11: LEASES
NOK million
Right-of-use
buildings
Right-of-use
aircraft, parts and
installations
Total
Acquisition cost 1 January 2020
281.7
752.7
1,034.4
Additions
2.7
87.4
90.1
Terminations
(12.3)
(71.0)
(83.3)
Acquisition cost at 31 December 2020
272.1
769.1
1,041.2
Acquisition costs 1 January 2021
272.1
769.1
1,041.2
Terminations
(14.4)
(762.5)
(776.9)
Acquisition costs 31 December 2021
257.7
6.6
264.3
Accumulated depreciation 1 January 2020
30.2
116.9
147.1
Depreciation
31.4
129.0
160.4
Depreciation terminations
(0.9)
(21.0)
(21.9)
Accumulated depreciation 31 December 2020
60.7
224.9
285.6
Accumulated depreciation 1 January 2021
60.7
224.9
285.6
Depreciation
27.6
31.6
59.3
Depreciation terminations
(4.3)
(250.0)
(254.3)
Accumulated depreciation 31 December 2021
84.0
6.6
90.6
Book value 31 December 2020
211.5
544.2
755.6
Book value 31 December 2021
173.7
0.0
173.7
In 2021, the Company leased Boeing 737 and 787 aircraft from other group entities. All
group-internal aircraft leases are classified as short-term leases as both contract partners
have an option to terminate the lease agreements with a notice period of three months. The
agreements do not foresee a termination penalty for either of the contract partners. The
Company makes use of the recognition exemption for short-term leases. At the end of 2021,
the Company has no aircraft on lease (2020: 37). During 2021 37 (2020: 13) aircraft were
redelivered to the lessor or novated to other Group companies.
Lease liabilities
NOK million
2021
2020
Opening balance
783.3
914.9
Additions
-
84.1
Terminations
(523.4)
(70.2)
Conversion to equity
-
(6.9)
Accrued interest expense
19.7
50.4
Interest paid
(19.7)
(50.4)
Payment of lease liabilities
(51.4)
(151.3)
Currency differences
(16.7)
12.5
Lease liabilities 31 December
191.8
783.3
Due within one year
20.4
149.1
Due after one year
171.4
634.1
Outstanding nominal minimum lease payments at the end of 2021 were NOK 242.4 million.
Besides aircraft leases, the Company had in 2021 short-term and/or leases of low-value
items for 12 cars and 18 properties in Oslo and other operating bases. The Company has
elected not to recognize right-of-use assets and lease liabilities for these leases. The
Company recognized expenses related to these lease contracts for which the recognition
exemptions of IFRS 16 were applied of NOK 34.1 million in 2021 (2020: NOK 3,207.9 million).
The following amounts are recognized in the income statement in 2021:
NOK million
2021
2020
Expenses relating to short-term leases
33.9
3,207.6
Expenses relating to low-value leases
0.2
0.3
Variable lease payments
34.7
84.7
Total
68.7
3,292.6
For the Company’s leasing commitments on behalf of other Group Companies, see Note 25.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 76
NOTE 12: RECEIVABLES
Specifications of receivables
NOK million
2021
2020
Trade receivables
15.8
203.6
Intercompany receivables
5,622.5
731.3
Credit card receivables
-
1,480.4
Deposits
18.7
116.6
Reimbursements claims maintenance costs
(5.5)
(15.0)
Other claims
96.6
1,413.9
Trade and other receivables
5,748.2
3,930.8
Prepaid costs
206.6
524.8
Public duty-receivables
73.2
54.8
Prepayments to employees
6.0
(0.1)
Prepaid rent
-
14.1
Prepayments
285.8
593.6
Total
6,034.0
4,524.4
Maximum credit risk
5,632.8
3,805.5
Due dates, nominal value of receivables
NOK million
2021
2020
Within one year
2,201.3
4.119.1
After one year
3,832.7
405.3
Total
6,034.0
4,524.4
Receivables denominated in foreign currency are converted using the prevailing exchange
rates on the reporting date. Refer to Note 25 for further information on transactions and
outstanding balances with other group companies.
NOTE 13: INVENTORY
NOK million
2021
2020
Consumables
-
63.3
Total
-
63.3
NOTE 14: SHAREHOLDER’S EQUITY AND SHAREHOLDER INFORMATION
Refer to Note 15 in the Group’s consolidated financial statements.
NOTE 15: PENSIONS
The Company operates defined contribution plans. Pension plans are placed with DNB Liv.
Defined contribution plan
The defined contribution plans require that the Company pays premiums to public or private
administrative pension plans on mandatory, contractual or voluntary basis. The Company
has no further obligations once these premiums are paid. The premiums are accounted for
as payroll expenses as soon as they are incurred. Pre-paid premiums are accounted for as
an asset to the extent that future benefits can be determined as plausible.
Defined contribution plans comply with Norwegian Pension legislation.
Pension expenses on defined contribution plans were NOK 21.1 million in 2021 (2020: NOK
29.8 million).
In addition, employees are included in the early retirement scheme (AFP), with the right to
retire at the age of 62. The AFP is a multi-employer plan, where the Norwegian government
finances 1/3 of the contribution to plans. The AFP pension plan is a defined benefit plan
administered by a separate legal entity (“Fellesordningen”). The plan is temporarily
accounted for as a defined contribution plan, as the plan’s administrators have not been
able to calculate the pension obligation for each entity participating in the plan.
The scheme compliant with the Occupational Pensions Act.
NOTE 16: OPTIONS
Refer to Note 17 in the Group’s consolidated financial statements.
NOTE 17: PROVISION FOR PERIODIC MAINTENANCE
The Company pays a fee to maintenance funds held by the lessor on leased aircraft. The
accrued provisions in the accounts are estimated payments for periodic maintenances in
excess of payments to the maintenance funds and are provided on the basis of aircraft
utilization and estimates of current maintenance costs. For some of the contracts, there is
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 77
a degree of uncertainty about what kind of maintenance is covered by the maintenance
funds, and the provision for this increase in expenses for the Company is distributed over
the period until the maintenance is performed.
On 31 December 2021, the Company had NOK 16.9 million (2020: NOK 1,319.9 million) in
provision for maintenance reserves.
NOTE 18: TRADE AND OTHER PAYABLES
NOK million
2021
2020
Accrued vacation pay
36.8
39.3
Accrued airport and transportation taxes
7.0
117.3
Accrued expenses
96.2
498.7
Trade payables
56.5
2,438.4
Intercompany liabilities
1,536.5
10,264.9
Payables to related party (Note 25)
-
0.7
Public duties
2.1
8.6
Other current provisions
732.6
(13.3)
Total
2,467.7
13,354.6
The current payables and provisions are non-interest bearing and are due within the next
twelve months. Accrued expenses are related to goods and services delivered and not
invoiced to the Company in 2021.
NOTE 19: FINANCIAL INSTRUMENTS
The accounting policies for financial instruments have been applied to the line items below:
NOK million
Financial assets
at amortized
cost
Financial
assets at fair
value through
profit or loss
Financial assets
at fair value
through OCI
Total
Assets as per balance sheet
Investments in financial assets
3.7
-
-
3.7
Trade and other receivables *)
5,748.2
-
-
5,748.2
Cash and cash equivalents
7,290.4
-
-
7,290.4
Total 2021
13,042.3
-
-
13,042.3
Assets as per balance sheet
Investments in financial assets
3.7
-
-
3.7
Trade and other receivables *)
3,930.8
-
-
3,930.8
Cash and cash equivalents
2,443.2
-
-
2,443.2
Total 2020
6,377.6
-
-
6,377.6
*) Prepayments not included in trade and other receivables was NOK 285.8 million in 2021 and NOK 593.6
million in 2020.
Investments in financial assets consist of an investment in shares of Norwegian Block
Exchange AS. Changes in the share price of Norwegian Block Exchange AS are not reflected
as a change in fair value in profit or loss due to immateriality of the investment.
NOK million
Financial liabilities
at fair value through
profit or loss
Financial
liabilities at
amortized cost
Total
Liabilities per balance sheet
Borrowings
-
3,428.6
3,428.6
Lease liabilities
-
191.8
191.8
Trade and other payables *)
-
2,465.6
2,465.6
Total 2021
-
6,086.0
6,086.0
Borrowings
-
5,539.8
5,539.8
Lease liabilities
-
783.3
783.3
Derivative financial instruments
52.5
-
52.5
Trade and other payables *)
-
13,346.0
13,346.0
Total 2020
52.5
19,669.0
19,721.5
*) Public duties not included in trade and other payables was NOK 2.1 million in 2021 and NOK 8.6 million in
2020.
The accounting policies for financial instruments have been applied to the line items below:
Credit quality of financial asset
NOK million
2021
2020
Trade receivables
Counterparties with external credit rating A or better
-
1,480.4
Counterparties without external credit rating
5,748.2
2,450.4
Total trade receivables
5,748.2
3,930.8
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 78
Cash and cash equivalents
A+ or better
4,268.5
2,442.4
BBB +
3,021.9
20.8
Total cash and cash equivalents
7,290.4
2,443.2
Investments in financial assets
NOK million
2021
2020
1 January
3.7
-
Additions
-
3.7
31 December
3.7
3.7
Non-current portion
3.7
3.7
Current portion
-
-
Investments in financial assets consist of the investment in shares of Norwegian Block
Exchange AS.
Derivative financial instruments
2021
2020
NOK million
Assets
Liabilities
Assets
Liabilities
Forward commodities contracts
-
-
-
49.2
Conversion rights
-
-
-
3.2
Total
-
-
-
52.5
Non-current portion:
-
-
-
3.2
Current portion
-
-
-
49.2
Trading derivatives are classified as current or non-current assets or liabilities depending
on the maturity profile and net value of individual forward contracts.
Forward commodities contracts
Forward commodities contracts relate to jet fuel derivatives. The net fair value of the
outstanding forward commodities contracts at 31 December 2021 were NOK 0 (2020:
negative NOK 49.2 million). At 31 December 2021, the Group had not secured any jet fuel
(2020: 18,000 tons) through forward contracts.
NOTE 19A: OTHER LOSSES / (GAINS) – NET
NOK million
2021
2020
Net losses/(gains) on financial assets at fair value through profit or loss
(5.3)
882.9
Foreign exchange losses/(gains) on operating activities
(795.6)
(4,952.1)
Losses/(gains) on asset sale
(4,588.2)
2,968.9
Total
(5,389.1)
(1,100.2)
Net gains of NOK 5.3 million (2020: losses of NOK 882.9 million) is related to net gains on jet
fuel derivatives. Losses/(gains) on asset sale in 2021 includes gains of NOK 3,783 million from
the sale of airline and technical operations to Norwegian Air AS and gains of NOK 812 million
from the sale of the Company’s operations as a marketing carrier to Norwegian Air Shuttle
AOC AS.
NOTE 20: ASSETS PLEDGED AS COLLATERAL AND GUARANTEES
Liabilities secured by pledge
NOK million
2021
2020
Bond issue
700.0
242.5
Bonds refinanced
-
968.0
Aircraft financing
-
581.9
Total
700.0
1,792.5
In 2021 the NAS07 and NAS08 bonds were replaced by the secured bond NAS13 following
approval by the bondholders. In order to secure approval of the restructuring, the Group
continued to pledge the following assets:
• Pledge of the shareholding by NAS Eire Invest AS in Norwegian Air Norway AS.
• Pledged Account (including both present and future credit balances, any interest and any
commission payable thereon).
For references to pledged assets, see Note 10 and for borrowings related to those assets,
see Note 22.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 79
Book value of assets pledged as security and guarantees
NOK million
2021
2020
Buildings
-
246.8
Total
-
246.8
NOTE 21: BANK DEPOSITS
Cash and cash equivalents
NOK million
2021
2020
Cash in bank
4,268.5
2,422.4
Cash equivalents
3,021.9
20.8
Total
7,290.4
2,443.2
Deposits in money market funds are classified as cash equivalents, as the underlying maturity
of the deposits are 3 months or less. At 31 December 2021, the interest terms of the main
cash deposits in folio accounts for the two cash pools are 1 month NIBOR flat 0.0 percent
p.a. and NOWA -0.3 percent p.a.
Receivables from credit card companies are included in trade receivables for 2020. See
Note 12.
NAS has provided parent company guarantees for certain subsidiaries.
Restricted cash
NOK million
2021
2020
Guarantees for leases and credits from suppliers
258.8
570.1
Safety deposits on defined benefit plan
329.9
297.9
Slots proceeds
237.8
-
Taxes withheld
9.4
14.4
Total
835.8
882.4
Bank guarantees are granted for leasing liabilities for aircraft, suppliers of fuel and handling
services, as well as airport charges from airports and governments. There is also a
guarantee/deposit in place to secure a pension program.
NOTE 22: BORROWINGS
Nominal value at 31 December 2021
NOK million
Nominal Value
Unamortized
effective
interest cost
Book value
Effective
interest rate
Term facility
134.9
-
134.9
3.9 %
Bond issue
700.0
-
700.0
0.9 %
Retained claims bonds
3,750.0
(1,225.1)
2,524.9
9.4 %
Other non-current debt
68.9
-
68.9
0.0 %
Total
4,653.8
(1,225.1)
3,428.7
Nominal value at 31 December 2020
NOK million
Nominal
Value
Unamortized
effective
interest cost
Book value
Effective
interest rate
Loan with state guarantee
2,989.0
-
2,989.0
3.9 %
Bond issue
2,434.8
(903.2)
1,531.6
32.3 %
Other current debt
437.2
-
437.2
8.0 %
Aircraft financing
596.6
(14.6)
581.9
2.9 %
Total
6,457.6
(917.8)
5,539.8
Classification of borrowings
NOK million
2021
2020
Non-current
Term facility
134.9
-
Bond issue
575.0
-
Retained claims bonds
2,524.9
-
Other non-current debt
68.9
-
Total
3,303.6
-
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 80
Current
Loan with state guarantee
-
2,989.0
Bond issue
125.0
1,531.6
Other current debt
-
437.2
Aircraft financing
-
581.9
Total
125.0
5,539.8
Total borrowings
3,428.7
5,539.8
Collateralized borrowings are detailed in Note 20.
Financial covenants
Bond issue (NAS13)
• The bonds are secured by a pledge of the shareholding by NAS Eire Invest AS in
Norwegian Air Norway AS and via a pledged account, see Note 23.
• No indebtedness and minimum liquidity of USD 2 million in Norwegian Air Norway AS
• No dividend payment
Term facility
• No dividend payment
Retained claims bonds
• No dividend payment
Maturity of borrowings
NOK million
Less than
1 year
Between
1 and 2 years
Between
2 and 3 years
Over
3 years
Borrowings
125.0
154.5
162.2
4,212.1
Total liabilities at 31 December 2021
125.0
154.5
162.2
4,212.1
Borrowings
6,457.6
-
-
-
Total liabilities at 30 December 2020
6,457.6
-
-
-
NOTE 23: INVESTMENTS IN SUBSIDIARIES
Name
Date of
establishment
Office
Number of
shares
Ownership
Norwegian Reward AS
14 Jan 2008
Fornebu, Norway
1,000,000
100 %
Norwegian Brand Limited
9 Dec 2013
Dublin, Ireland
151,711,820
100 %
Norwegian Air International Limited
3 Apr 2013
Dublin, Ireland
1,036,449,936
100 %
Norwegian Air Resources Latvia SIA
12 Aug 2020
Riga, Latvia
2,800
100 %
Norwegian Support Office Denmark ApS
21 Dec 2021
Kastrup, Denmark
40
100 %
NAS Property AS
1 Mar 2021
Fornebu, Norway
3,000
100 %
Norwegian Crew Services AS
15 Jul 2008
Fornebu, Norway
100
100 %
Norwegian Cabin Services Norway AS
27 Jan, 2014
Fornebu, Norway
30
100 %
Norwegian Pilot Services Norway AS
11 Nov 2014
Fornebu, Norway
1,000
100 %
Norwegian Air Resources Spain SL
6 Oct 2014
Madrid, Spain
3,000
100 %
Norwegian Crew Resources Denmark
ApS
21 Dec 2014
Kastrup, Denmark
40
100 %
Norwegian Crew Resources Finland OY
28 Apr 2021
Vantaa, Finland
2,500
100 %
Norwegian Crew Resources Sweden AB
21 Dec 2021
St.holm Arl., Sweden
500
100 %
NAS Eire Invest
10 Oct 2018
Fornebu, Norway
30,000
100 %
Norwegian Air Norway AS
28 May 2013
Fornebu, Norway
225
100 %
Norwegian Air AS
1 Dec 2020
Fornebu, Norway
4,000
100 %
NAS Support Office Barcelona SL
23 Dec 2021
Barcelona, Spain
30
100 %
Norwegian Air Resources Sweden AB
28 Aug 2013
St.holm Arl., Sweden
50,000
100 %
Norwegian Air Shuttle AOC AS
1 Dec 2020
Fornebu, Norway
4,000
100 %
Norwegian Air Sweden AOC AB
15 Dec 2020
St.holm Arl., Sweden
500
100 %
Norwegian Red Handling Spain S.L
11 Jun 2015
Madrid, Spain
3,000
100 %
Red Technics Denmark ApS
26 Oct 2021
Kastrup, Denmark
40
100 %
Arctic Aviation Assets DAC
9 Aug 2013
Dublin, Ireland
479,603,659
100 %
Oslofjorden Ltd
22 Aug 2013
Dublin, Ireland
1
100 %
Drammensfjorden Leasing Ltd
24 Sep 2013
Dublin, Ireland
1
100 %
Larviksfjorden Ltd
4 Sep 2013
Dublin, Ireland
1
100 %
Lysakerfjorden Leasing Ltd
5 Jul 2016
Dublin, Ireland
1
100 %
Ifjorden Ltd
25 Jun 2019
Dublin, Ireland
1
100 %
Arctic Leasing No.2 Ltd
2 Nov 2015
Dublin, Ireland
1
100 %
RED Maintenance Spain S.L.
27 Jan 2017
Madrid, Spain
3,000
100 %
Norwegian Air Resources SSC US Corp
8 Jun 2018
New York, USA
1
100 %
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 81
Transactions during the year
During 2021, the following transactions were carried out:
New establishments/investments:
• Norwegian Support Office Denmark ApS
• NAS Property AS
• Norwegian Crew Resources Denmark ApS
• Norwegian Crew Resources Finland OY
• Norwegian Crew Resources Sweden AB
• Norwegian Air AS
• NAS Support Office Barcelona SL
• Norwegian Air Shuttle AOC AS
• Norwegian Air Sweden AOC AB
• Red Technics Denmark ApS
Sold:
• Red Handling UK Limited was sold December 23, 2021
Merged:
• Norwegian Air Resources SSC AS merged with Norwegian Air AS, 1 December 2021.
Liquidation/voluntary liquidation:
• During the reconstruction process, a total of 42 entities with offices in Norway,
Sweden, Denmark, United Kingdom and Ireland entered into liquidation or voluntary
liquidation during 2021.
NOTE 24: INVESTMENTS IN FINANCIAL ASSETS
Norwegian Air Shuttle ASA has the following investments in financial assets (NOK million):
Entity
Country
Industry
Ownership
interest
31.12.21
Fair value
31.12.20
Net gain in
OCI 2021
Fair value
31.12.21
Norwegian Block
Exchange AS
Norway
Payment
solutions
3.77 %
N/A
-
21.0
Entity
Country
Industry
Ownership
interest
31.12.20
Fair value
31.12.19
Net gain in
OCI 2020
Fair value
31.12.20
Norwegian Block
Exchange AS
Norway
Payment
solutions
6.20 %
N/A -
N/A
Norwegian Block Exchange AS (NBX) was introduced on Euronext Growth Stock Exchange
December 2021. The share was traded at NOK 8.60 per share on 31 December 2021.
Norwegian owns 2,446,400 shares in the company.
NOTE 25: RELATED PARTIES
The Company’s related parties are key management personnel, close members of the family
of a person and entities that are controlled or jointly controlled by any of these and owners
with significant influence. The Company’s subsidiaries, and associates.
See Note 7 in the Consolidated Financial Statements for details on key management
compensations and Note 15 in the Consolidated Financial Statements for shares and options
held directly or indirectly by members of the Board of Directors, the CEO and the Executive
Management.
Transactions and balances with subsidiaries (NOK million):
Intercompany balances 31 December 2021
Current
Non-current
Trade & other receivables – nominal amount
2,335.1
3,829.3
Trade & other receivables – book value
1,793.2
3,829.3
Payables
1,536.5
-
Intercompany balances 31 December 2020
Current
Non-current
Lease receivables
-
498.9
Trade & other receivables – nominal amount
10,716.6
386.4
Trade & other receivables – book value
346.3
386.4
Payables
10,998.6
-
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 82
Intercompany sales (-) and purchases (+)
2021
2020
Sales and financial revenue
795.0
1,908.2
Purchases and financial expenses
2,195.5
6,927.8
Dividend
2.5
323.5
Impairment of trade and other receivables
903.6
10,370.3
Impairment of investment in subsidiaries
46.0
19,412.3
Norwegian Air Shuttle ASA has provided some of the Group’s external stakeholders with
parent company guarantees for some of the obligations of subsidiaries. The issued
guarantees are mainly in relation to aircraft financing and leasing contracts. To the extent
subsidiaries receive an economic benefit from the issued guarantees, the guarantee is
priced according to the risk undertaken by the parent company. Guarantee fees are included
in the above intercompany transactions.
Impairment
Investments in subsidiaries and intercompany trade and other receivables from group
companies under restructuring have been assessed to have a recoverable amount of zero
and were consequently fully impaired in 2021.
No loans or guarantees have been issued to related parties in 2021 or 2020.
Transactions and balances with related parties:
NOK million
2021
2020
Sales (-) and purchases (+) of goods and services
OSM Aviation Ltd. (incl. subsidiaries; crew management services)
-
1.6
NOK million (incl VAT)
2021
2020
Year-end balances arising from sales/purchases of goods/services
Payables to related parties
OSM Aviation Ltd. (incl. subsidiaries; crew management services)
-
0.7
NOTE 26: CONTINGENCIES AND LEGAL CLAIMS
Refer to Note 26 of the Group’s consolidated financial statements.
There are no other contingencies or legal claims that might have a significant effect on the
parent company financial statements.
NOTE 27: COMMITMENTS
For details regarding aircraft commitments, please see Note 27 in the Consolidated Financial
Statements. The 100 percent owned subsidiary Arctic Aviation Assets DAC was established
in 2013 for the purpose of leasing aircraft to internal and external operators. All future
deliveries of aircraft on order will be received in Arctic Aviation Assets DAC and its
subsidiaries, and the Company as operator will receive aircraft on operating leases.
For details on commitments for aircraft leases, see Note 11.
NOTE 28: EVENTS AFTER THE REPORTING PERIOD
Refer to Note 28 of the Group’s consolidated financial statements.
There have been no other material events subsequent to the reporting period that might
have a significant effect on the parent company financial statements.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 83
ANALYTICAL INFORMATION
*) For definitions see last pages of the report
Including
IFRS 16
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
Operating revenue (NOK million)
5,068
9,096
43,522
40,266
30,948
25,951
22,491
19,534
15,580
12,859
10,532
EBITDAR* (NOK million)
-1,516
-4,755
7,313
2,171
3,948
5,958
3,694
1,186
2,784
1,822
1,540
EBITDAR* excl other losses/(gains) (NOK million)
-2,254
-1,751
6,468
3,165
3,516
5,278
4,169
1,770
2,295
2,150
1,316
EBIT (NOK million)
-2,786
-23,768
856
-3,851
-2,002
1,821
348
-1,412
970
404
416
EBIT excl other losses/(gains) (NOK million)
-3,524
-20,764
10
-2,857
-2,434
1,140
822
-828
480
732
192
Profit (loss) before tax (EBT) (NOK million)
1,876
-22,133
-1,688
-2,490
-2,562
1,508
75
-1,627
438
623
167
Net profit (loss) (NOK million)
1,871
-23,040
-1,609
-1,454
-1,794
1,135
246
-1,072
319
457
122
Earnings per share (NOK) - Basic
3.5
-1,022.1
-12,6
-19.5
-28.5
18.0
4.0
-17.3
5.2
7.4
2.0
Earnings per share (NOK) - Diluted
2.7
-1,022.1
-12,6
-19.5
-28.5
17.9
3.9
-17.3
5.1
7.4
2.0
Equity ratio
17.4%
-13%
5%
3%
5%
11%
9%
9%
19%
20%
22%
Net interest-bearing debt*
1,683
40,222
24,008
31,917
22,265
21,151
17,131
11,273
4,346
3,797
3,145
Cash and cash equivalents (NOK million)
7,695
2,667
3,096
1,922
4,040
2,324
2,454
2,011
2,166
1,731
1,105
Yield
0.57
0.47
0.41
0.38
0.39
0.42
0.44
0.43
0.50
0.55
0.52
Unit revenue (RASK)
0.41
0.36
0.35
0.33
0.34
0.36
0.38
0.35
0.39
0.43
0.41
Unit cost (CASK)
0.91
0.94
0.44
0.43
0.45
0.43
0.44
0.44
0.44
0.47
0.47
Unit cost (CASK) excluding fuel
0.76
0.83
0.32
0.31
0.35
0.34
0.34
0.30
0.30
0.32
0.33
ASK (million)
9,437
18,168
100,031
99,220
72,341
57,910
49,028
46,479
34,318
25,920
21,958
RPK (million)
6,869
13,680
86,616
85,124
63,320
50,798
42,284
37,615
26,881
20,353
17,421
Load factor
72.8%
75.2%
86.6%
85.8%
87.5%
87.7%
86.2%
80.9%
78.3%
78.5%
79.3%
Passengers (million)
6.2
6.87
36.2
37.3
33.1
29.3
25.8
24.0
20.7
17.7
15.7
Block hours
9.0
9.8
12.4
12.5
11.4
11.3
11.6
11.6
11.5
10.9
11.0
Average sector length (km)
1,035
1,385
1,876
1,843
1,607
1,473
1,407
1,338
1,168
1,048
1,000
Fuel consumption (1,000 metric tons)
193
362
1,918
1,956
1,465
1,190
1,015
966
735
569
498
Number of operational aircraft (at year-end)
51
131
156
164
144
116
99
95
85
68
62
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 84
KEY OPERATIONAL FIGURES
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 85
FLEET PLAN
HISTORIC, CURRENT AND PLANNED FLEET PLAN
Number of aircraft operated by Norwegian at year-end 2013-2021 and planned fleet summer 2022-2023
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 86
CORPORATE RESPONSIBILITY
Norwegian strives to be a good
corporate citizen in all areas of its
operation. The Company is committed to
operate in accordance with responsible,
ethical, sustainable and sound business
principles, that respects people and
environment.
Norwegian’s business activities bring
people, cultures and economies
together. Travel boost local tourism and
create new jobs, and is a key driver of
economic growth and social progress.
Since 2002, Norwegian has safely
carried around 300 million passengers
to destinations all over the world. Safety
is the number one priority and at the
heart of all our operations. It is essential
for customers and staff, and imperative
for the sustainability of air travel. In
addition to safety, we focus our policies
and actions within three pillars of
corporate responsibility:
• Local development and humanitarian
engagement: Norwegian creates
economic and social value for our
investors, customers, employees and
other businesses in the travel and
tourism industry. In 2021, we
renewed our 15 year partnership with
UNICEF for another three years to
help giving children all over the world
basic human rights and better living
conditions.
• Responsible people culture:
Norwegian’s goal is to create a
positive working environment and
develop a sound corporate culture
marked by openness, tolerance and
high ethical standards. We are
committed to promote an
environment free from any
discrimination. Norwegian aspires to
become a more diverse and inclusive
company to reflect the diversity of
our people – both customers and
employees, in addition to equal
opportunities and fairness for all as
we consider this business critical.
• Environmental sustainability: In 2019
we pledged to become carbon
neutral by 2050, and in 2020 we
launched our environmental
sustainability strategy targeting 45
percent emission reduction per
passenger kilometer by 2030
compared to 2010.
Our policies and actions support the
following UN Sustainable Development
Goals:
• # 1: End poverty in all its forms
everywhere
• # 8: Promote sustained, inclusive
and sustainable economic growth,
full and productive employment and
decent work for all
• # 13: Take urgent action to combat
climate change and its impacts
• # 17: Strengthen the means of
implementation and revitalize the
global partnership for sustainable
development
The next sections provide more detail to
our work on local development,
humanitarian engagement and
responsible people culture. A more
extensive update on environmental
sustainability is provided in the next
section of the report.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 87
LOCAL DEVELOPMENT AND
HUMANITARIAN
ENGAGEMENT
Creating economic and social value at
crew bases and destinations underlines
Norwegian’s ambition to be a good
corporate citizen. This ambition is also
realized through the Signature
Partnership with the humanitarian
organization UNICEF, to help children in
need.
POLICIES
Our goal is to involve staff in their local
communities, as Norwegian believes that
employee involvement creates greater
quality of work life for staff. For
Norwegian, it is important to enable
employees and customers to make a
difference. Through activities, relief
flights and other projects, Norwegian is
committed to supporting UNICEF and
the important work the organization
does for children in need all over the
world.
ACTIONS
Norwegian and UNICEF have had a
Signature Partnership since 2007.
Norwegian's support to UNICEF primarily
consists of donations from passengers
and fundraisers from Norwegian’s
employees. In 2021 we signed a new
collaboration agreement extending the
partnership for another three years.
RESULTS
In 2021, Norwegian’s customers donated
NOK 1,343,500 to UNICEF’s work for
children when booking flights on the
website. As part of the reorganization
creditors donated NOK 765,000.
Norwegian also gave NOK 300,000 as a
Christmas gift to employees.
The total amount for contribution to
UNICEF’s work for children was NOK
2,408,500 in 2021. This amount can i.e.
contribute to the following:
• Almost 615,000 children can be fully
vaccinated against polio
• Installing more than 755 wells
equipped with water pumps that can
supply and entire village or refugee
camp with clean water. Often it is the
girl`s job to get water, which may
mean that they do not have time to
go to school. If the water pump is
located near to the school, it
increases girls’ chance to receive an
education.
• Help save 6,800 severely
malnourished children with a
month`s supply of high-energy
peanut paste
• Provide 1,650 School-in-a-box sets,
which provide education to children.
• Full COVID-19 vaccination for 9,400
people.
RESPONSIBLE PEOPLE
CULTURE
The airline business is a service industry
where good relations and respect
between people are key success factors.
Norwegian has a long-term focus on
creating an attractive workplace for staff
which offers exciting opportunities in a
global environment. Norwegian’s
success rests on the ability to maintain a
talented workforce of highly skilled staff
and leaders, who are motivated to
contribute to Norwegian’s growth and to
deliver on the vision of affordable fares
for all.
At the end of 2021, the total workforce
in the Norwegian Group amounted to
3,310 people (headcount), compared to
6,365 at the end of 2020. Figures
include apprentices, temporary
employees in administrative positions
and employees in companies that are in
a bankruptcy process due to the
discontinuation of long-haul operations
(UK, France, US and Italy).
POLICIES
Our people’s rights, diversity, inclusion
equality, non-discrimination, business
ethics and anti-corruption are key
priorities regardless of location. We
place great importance in ensuring
compliance with basic human rights as
outlined by the UNs Universal
Declaration of Human Rights. We are
committed to ensure compliance with
human rights as outlined in the
International Labour Organisation's (ILO)
Conventions. No employees or suppliers
shall in any way cause or contribute to
the violation or circumvention of human
rights.
Our goal is to offer unique opportunities
to the people working for Norwegian as
well as a corporate culture that helps the
Company attract and retain the most
talented people in the industry,
regardless of location. Creating effective
arenas for organizational learning and
professional development at all levels of
the organization is a goal, guiding the
work with organizational development
All aspects of the Group’s operations are
subject to extensive safety controls and
certification. Our operations meet the
strictest standards and the highest level
of regulations in the industry, set by the
European Aviation Safety Agency (EASA).
A safe and healthy workplace is a
fundamental right for all of us and a
business imperative. One of our top
priorities is therefore to support health
and well-being (psychological and
physical), and minimize absence due to
ill-health or injury, through advice,
awareness programs and proactive
initiatives.
Norwegian’s corporate vision, values and
operational priorities form the basis of
the Group’s ethical guidelines.
Norwegian’s Code of Ethics provides
guidelines and directions for a good
working environment and highlights the
Group’s guidelines for corporate and
individual behavior, sound business
principles, rights and duties, and safety
for all - including staff, customers and
partners.
According to our Group People Policy
the culture we strive for in Norwegian is
to include conduct that is professional,
impartial, positive and contribute to a
respectful, open and including working
environment. We shall all behave with
respect and integrity towards anyone we
encounter through our work. We shall
help create an environment free from
any discrimination and free from
bullying, harassment or similar. We do
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 88
not tolerate any behavior that can be
perceived as degrading or threatening.
Our remuneration policy strives to be
equitable, fair, neutral and non-
discriminatory. Norwegian has an equal
gender pay policy and encourages
diversity in its daily business.
In Norwegian everyone has a joint
responsibility to create a healthy
working environment and develop a
sound organizational culture marked by
respect, openness and tolerance and be
compliant with the Code of Ethics.
Any violations of the rules and guidelines
of the Code of Ethics and other company
policies shall be reported to Norwegian’s
Whistleblowing channel in accordance
with the Group procedure for reporting.
The procedure is set up to facilitate
internal whistleblowing and clarify the
process for reporting.
HEALTH, SAFETY AND
ENVIRONMENT (HSE)
Norwegian has a well-functioning HSE-
organization throughout the group in
compliance with relevant laws and
regulations. All HSE-activities are
conducted in compliance with labor
laws, corporate policies, and guidelines.
This includes HSE risk assessments,
audits, handling of Grievance,
Whistleblowing and occurrence reports.
Trend analyzes are presented and
discussed in Work Environment
Committees and preventative actions
are taken as deemed.
2021 has been another challenging year
due to still ongoing pandemic and the
Company reconstruction process. Travel
restrictions has impaired production,
but the Company has a sound ramp up
project where HSE has participated. The
occurrence report rate has naturally
been low due to the low production, but
has gradually increased throughout the
year. There have been no serious or
critical personnel injuries reported.
HSE has completed numerous COVID-19
HSE safety risk assessments in close
cooperation with relevant stakeholders.
HSE has been responsible for making
sure that the Company has been
updated on and compliant to COVID-19
governments regulations, supporting the
whole Company with COVID-19 related
issues including updated information
and procedures Norwegian has been
compliant to a strict COVID- regime.
Focus on employees wellbeing has been
a priority throughout the pandemic
period.
HSE has been a key contributor in
ensuring that Norwegian is compliant to
new EASA regulations, especially related
to re-establishing a sound Pilot Peer
Support Program and a test regime upon
employment (test of psychoactive
substance (Regulation (EU) No 965/2012
(2018), Appendix A-EASA
Regulations CAT.GEN.MPA.170 (14.02.21)
Psychoactive substances). Active
monitoring of relevant HSE indicators,
focus on maintaining a healthy and
positive work environment, reduction of
sickness rate in close cooperation with
internal and external stakeholders
remains a priority.
REMUNERATION
Norwegian’s competitiveness in the
market involves consideration of the
entire reward package – not just base
salary or pay scale, but also benefits
such as health benefits, pension and
insurance schemes. During 2021 we have
been implementing a salary matrix for
positions at the support offices to make
sure that all Norwegian’s employees
receive a fair salary based on their role,
experience and level of education.
Salaries are benchmarked versus salary
statistics provided by global third party
provider.
Norwegian Air Shuttle ASA is a member
of NHO Aviation, which is a member of
NHO, The Confederation of Norwegian
Enterprise. General salary levels are
usually reviewed annually in accordance
with the relevant collective bargaining
agreements and based on consideration
of the following criteria: (i) the
Company’s financial performance, (ii)
productivity, (iii) competitiveness, (iv)
the future market outlook.
Individual salaries are usually reviewed
on an annual basis based on the
individual’s performance and behavior.
In 2021, the salary increases carried out
in Norwegian were below the average
market increase for the year. People
working at Norwegian are employed in
the country they are based and follow
the laws and regulations of their
respective country in addition to the
global policies and guidelines provided
by Norwegian.
DIVERSITY
The airline industry has historically been
male dominated, but Norwegian has a
strong tradition of practicing equality
since its inception in 2002. Norwegian
has talented and highly competent staff
and is committed to recruiting both
women and men to key positions.
EQUALITY, DIVERSITY AND
INCLUSION
Norwegian constantly aspires to become
even more diverse and inclusive to
reflect the diversity of our people,
customers and employees, and to
ensure equal opportunities and fairness
for all.
Norwegian recognize that diversity is
found in any social identity, such as
gender, age, culture, nationality,
ethnicity, physical abilities, political and
religious beliefs, sexual orientation, and
other attributes. Norwegian involves,
accept and value all people in the
workplace regardless of their
differences and social identity and all
customers that we are in contact with
through our work, respecting and valuing
our equality and different ways of
contributing to and sharing our
commons goals and Norwegian’s
product.
In addition to various People and Culture
Policies and Guidelines, Norwegian is
finalizing an Equality, Diversity and
Inclusion Policy which describes
Norwegian’s commitment to equality,
diversity and inclusion, including
specifying expectations and approach,
as well as focus areas. Norwegian aim to
have a fully transparent and including
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 89
working environment and Norwegian will
not unlawfully discriminate, nor accept
any instruction from our customers,
contractors or any third party to direct
or indirect discriminatory actions and
contributes to equality and inclusion.
The commitment of Norwegian to
equality, diversity and inclusion
concerns all aspects of the employment
relationship, including, but not limited
to; recruitment & selection, training,
promotion and career advancement,
renumeration and working conditions.
For instance, Norwegian’s Talent
Acquisition team and all recruiting
managers are committed to creating
equal employment opportunities for all
potential employees and to ensure that
candidates to offered employment,
embrace Norwegian’s equality, diversity,
and inclusion goals and commitments,
and do not discriminate or treat people
differently based on a protected status.
Further, Norwegian is committed to
ensure that there are equal
opportunities for all employees to
develop their potential through
promotions and career advancement
and through training and development.
The People Business Area aim to
contribute to the empowerment of
women, minorities, and different ethnic
groups, by providing training and/or
mentoring that offers employees of all
backgrounds the opportunity, skills,
experience, and information necessary
to perform well and to advance to
upper-level jobs.
Consideration is given to equal
opportunity principles in all work
processes including, but not limited to,
evaluating employees’ performance,
making recommendations on internal
transfers and promotions, evaluation of
employee skills or professional
development opportunities.
The People Business Area aims to put in
place a performance evaluation system
under which no advancement is blocked
or favored due to favoritism (see Code of
Ethics and Performance Management
Policy) and under which unbiased
individuals evaluate an employee for
promotion and/or advancement based
on objective and job-related criteria.
Norwegian is committed to provide
working conditions that are free of, and
that prevent, any kind of unlawful
harassment, including harassment
related to any non-discrimination basis
protected by anti-discrimination laws as
from time to time in force, amongst
others ethnicity, religion, gender, sexual
orientation/ LGBTQ+ and allies,
community, national origin, citizenship,
ancestry, age, disability, genetic
information (ref. Prevention of
Harassment Policy).
Norwegian promotes equal pay for equal
work and ensures that no worker is
unlawfully discriminated against in terms
of salary, benefits, incentives, or other
forms of compensation or
remuneration. Norwegian monitor
remuneration/compensation practices
to identify areas of potential concern in
terms of equal pay and put in place
remedial measures when deemed
appropriate and consistent with
applicable law. Norwegian also ensures
that leaves of absence related to
pregnancy and parental leave, among
other types of leaves, or other events
linked to parenting/family care
status/care tasks, do not result in a
violation of Norwegian’s equal
employment opportunities commitment
and equal pay commitment.
Norwegian aims to promote policies and
working arrangements that prevents
involuntary part time/temporary
employment. Further, Norwegian strived
to ensure work life balance to benefit
the Company as well as employees in
terms of their family, personal and work
time – encouraging efficiency in the use
of work time and making effective
measures and tools available for this
purpose.
ANTI-COMPETITIVE PRACTICES
Everyone working for Norwegian is
expected to exercise sound judgment
and discretion and observe professional
secrecy. We shall never offer or accept
illegal or inappropriate monetary gifts -
or any other gifts - in order to achieve
business or personal advantage. Gifts
should not be accepted if they in any way
can be seen to influence business
decisions. All forms of conflict of
interest are to be avoided.
It is not permitted for employees of
Norwegian to offer Norwegian’s
products or services to friends, family or
colleagues at a reduced rate or free of
charge and it is not permitted for
Norwegian’s employees to accept any.
RESULTS
2021 was a very challenging year for
Norwegian due to the impacts of COVID-
19. Management in cooperation with the
People department has made
continuous assessments of personnel
needs in a very reduced operation and
scaled the furloughs up and down
according to needs in each country. At
year end, Norwegian had called back all
crew that was furloughed/temporary
laid-off and mostly all our non-crew.
Non-crew includes technical operation
responsible for aircraft maintenance.
Sickness leave for the Group across all
units was 6.9 percent in 2021, a decrease
of 0.7 percentage points from 2020.
In 2021, 43 percent of staff were female
and 57 percent male, compared to 45
percent female and 55 percent male in
2020. Most pilots are male, and women
represent around a 4 percent share of
pilots, compared to around 5 percent in
2020. Most cabin personnel are female,
while males account for approximately
30 percent in 2021, compared to 34
percent in 2020. Among administrative
staff there is roughly an equal ratio of
male to female staff. Technicians and
engineers have historically been men,
but in the past few years, the number of
female employees is increasing. The
Group’s Board of Directors has a 38
percent female representation, reduced
from 44 percent in 2020.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 90
AMBITIONS AND PLANS FOR 2021
Norwegian will continue its commitment to operate in accordance with responsible,
ethical, sustainable and sound business principles, with respect for people and the
environment.
EMPLOYEE GROUP HEADCOUNT
Female
Male
Total
Percentage
female
Percentage
male
Board of Directors
3
5
8
38 %
62 %
Executive Management
2
5
7
29 %
71 %
Non-Crew
409
745
1,154
35 %
65 %
Cabin Crew
988
387
1,375
72 %
28 %
Flight Deck
32
742
774
4 %
56 %
Total
1,434
1,884
3,318
43 %
57 %
TOTAL HEADCOUNT BY AGE GROUP
Employees > 50 years
639
Employees 41-50 years
1,031
Employees 31-40 years
1,120
Employees < 30 years
520
Total
3,310
PARENTAL LEAVE AND PART-TIME BY GENDER
Total number of employees
Parental Leave
Part-time
Headcount per
gender
Average number of
weeks
Part-time
employees
Employee Group
Female
Male
Female
Male
Female
Male
Total ell employees, ex.
Board of dir.
1,432
1,878
30
11
252
246
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 91
Area
Back-ground for action
Action
Goals
Responsible
Deadline
Result and status
Recruitment and
career
possibilities
The Airline Industry is traditionally,
gender specific based on positions, in
particular for flying personnel.
A performance evaluation system preventing that
advancement is blocked or favored due to favoritism,
cf. Code of Ethics and Performance Management
Policy.
Equal opportunities for all in recruitment &
selection, training, promotion and career
advancement.
EVP People
Continuously
monitored
Implemented
Salary /
employment
terms
Based on the gender differences in the
Airline Industry, Norwegian continuously
strives to monitor and correct
differences in salary and employment
terms for various positions.
To ensure equal pay for equal work and to prevent
unlawfully discrimination in salary, benefits etc.,
Norwegian has dedicated specific functions in the
People Remuneration Team that monitor
remuneration practices throughout the Group,
including in-placing all new hires on a correct salary
scale ensuring equal treatment.
A fully transparent and including working
environment concerning all aspects of the
employment relationship, including,
remuneration and working conditions.
EVP People and
Compensation & Benefits
team
Continuously
monitored
Implemented
Work life
balance
Feedback related to work life balance
and some employee’s concerns related
to returning to the office due to sickness
etc.
Trial period with guideline Flexible workplace autumn
2021 – spring 2022 (prolonged due to Governmental
restrictions to work from home during part of the trial
period).
Flexibility for most employees, including those
who have family responsibilities, sickness or
disability reasons etc. to work from home up to
two days a week.
EVP People
Permanent
Guideline from
May 2, 2022
Implemented
Harassment
Norwegian constantly work with
prevented all kind of not none
appreciated behavior, including
channels for Whistleblowing, Grievance
and Safety reporting, but also found it
necessary to include a specific anti-
Harassment Policy.
Norwegian has implemented a Prevention of
Harassment Policy.
Provide working conditions free of and prevent,
unlawful harassment, including harassment
related to any non-discrimination basis
protected by anti-discrimination laws as from
time to time in force.
EVP People
Implemented
Implemented
Others
Based on our People and Culture
Policies and Guidelines, we see the
need of an independent Equality,
Diversity and Inclusion Policy.
Norwegian is finalizing an Equality, Diversity and
Inclusion Policy.
Describes Norwegian’s commitment to
equality, diversity and inclusion, including
specifying expectations and approach, as well
as focus areas.
EVP People
ASAP – spring
2022
Focus on
positivity’s due to
different social
identities.
We focus on all social identity, such as gender, age, culture, nationality, ethnicity, disability, parental leave rights, physical abilities, political and religious beliefs, sexual orientation, and
other attributes.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 92
ENVIRONMENTAL SUSTAINABILITY
Flying brings people together and is of
great value to society. But flying also
comes at an environmental cost that
must be reduced. Norwegian is well-
positioned to tackle the transition to a
low carbon economy. Over the last
decade, our business model has reduced
fuel and resource consumption mainly
through fleet renewal and operational
efficiency – cutting costs, ticket prices
and carbon emissions at the same time.
OVERALL GOAL
Since 2007, Norwegian has had an
ambition to help aviation become
carbon neutral by 2050. In 2019, we
became the first airline in the world to
join the UN Climate Secretariat’s
(UNFCCC) Climate Neutral Now-
initiative, pledging to work
systematically to become carbon
neutral. The pledge commits us to
measure, reduce and offset our
remaining CO2-emissions by 2050.
Although we are on the right track, we
must do more to deliver environmental
performance at an acceptable level. In
2019, we started integrating
environmental sustainability into all
parts of our business. The overall goal of
the environmental sustainability strategy
is to use fewer natural resources and
increase profitability. The goal rests on
the principle that environmental actions
must deliver a profit to be economically
sustainable and operationally scalable.
TARGETS
To measure how we perform, we have
decided upon the following three key
performance indicators:
• Carbon efficiency
• Waste resource optimization
• Accountability
CARBON EFFICIENCY
Norwegian will improve carbon
efficiency by 45 percent per revenue
passenger kilometer (RPK) by 2030
compared to 2010 levels, in line with
recommendations from the
International Panel on Climate Change
1.5°C-report from 2018. That means that
we are going down from 97 grams in 2010
to 53 grams in 2030.
The 45 percent reduction target can be
reached through a mix of fleet renewal,
operational efficiency and sustainable
aviation fuels. Future projections and
profitability assessments remain
uncertain under current market
conditions and regulatory framework.
Greater visibility and reduced
uncertainty of key variables are
necessary before deciding upon the
most cost-efficient way to achieve the
carbon efficiency target.
WASTE RESOURCE
OPTIMIZATION
Unnecessary waste will be designed out
from our product offer. Norwegian will
stop all consumption of non-recyclable
plastics by 2023. In the same period,
consumption of single-use plastics will
be reduced by 30 percent and all single-
use plastics in Scandinavia will be
recycled.
ACCOUNTABILITY
Our targets are action oriented and
measurable. Norwegian will be open and
share our progress actively. Climate-
related risks and targets will be
integrated into corporate governance,
risk management and annual reporting.
ACTIONS
We know where we are and where we
want to go. The big question now, is how
to get there in the most cost-efficient
way. To reach our targets we are
prioritizing the following actions:
FLEET RENEWAL
The single most important action an
airline can take to improve carbon
efficiency today is to invest in new
aircraft. Norwegian operates a modern
and fuel-efficient fleet. In 2021 we
entered into agreement to lease two
Boeing 737 MAX 8. The average age of the
aircraft fleet was seven years and six
months at year end 2021.
Aviation also causes local noise
pollution. Norwegian’s modern fleet
plays an important part in the efforts to
reduce the negative impact on the local
environment. The Boeing 737 MAX 8
reduces noise with 40 percent
compared to the previous generation
Boeing 737-800. Norwegian’s operations
follow all international environmental
regulations. All of Norwegian’s aircraft
meet The International Civil Aviation
Organization’s (ICAO) Chapter 4 and
Chapter 14 requirements for local noise
pollution.
OPERATIONAL EFFICIENCY
The second most important action an
airline can take to improve carbon
efficiency today is to improve fuel
efficiency in operations.
In aviation an empty seat is a waste of
resources. Competitive prices give
higher load factor and less emissions per
passenger. Direct point-to-point flights
use less fuel and reduce emissions.
Norwegian is an industry leader in
developing and implementing smart
data-tools to improve our pilot’s fuel
efficiency performance. Our SkyBreathe
mobile application help pilots to fly more
fuel efficient. Our pilots also use a
Cruise Profile Optimizer developed by
AVTECH to make better route choices,
helping our pilots to calculate the most
fuel-efficient altitude depending on the
prevailing winds and aircraft
performance. In 2021, we intensified
training to scale and improve
performance.
SUSTAINABLE AVIATION FUELS
The third most important action to
improve carbon efficiency is blending in
more sustainable aviation fuel (SAF).
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 93
Norwegian’s aircraft can fly on up to 50
percent certified SAF today.
In 2021, Norwegian consumed
approximately 0.3 percent sustainable
aviation fuel of total Jet A-1 uplifted, in
compliance with the Government of
Norway’s and Sweden’s blending
mandate requirements.
The Company continued its active
engagement with producers of
sustainable aviation fuels with the aim to
accelerate production of affordable SAF
with high sustainability performance.
Norwegian also entered into a
collaboration agreement with Neste, the
world’s leading producer of sustainable
aviation fuel, enabling our corporate
customers to reduce life cycle
greenhouse gas (GHG) emissions from
business travel by up to 80 percent.
WASTE MANAGEMENT
To make sure that we only procure
recyclable plastics by 2023 we have
updated tender and qualification
requirements in our procurement
system. We also planned a pilot test to
reduce consumption of inflight
disposables by 30 percent in December.
The pilot test was postponed due to
COVID-19.
REPORTING
In 2021, we reported our assessment of
climate-related risk and opportunities
to the Carbon Disclosure Project for the
first time. We have also for the first time
prepared a carbon accounting report in
line with the Greenhouse Gas Protocol.
CUSTOMER OFFSETTING
Since 2019 Norwegian have offered our
customers an easy way to voluntary
offset their emissions seamlessly in the
booking process through a partnership
with climate-tech company CHOOOSE.
The initiative was warmly welcomed by
the United Nations Framework
Convention on Climate Change
(UNFCCC).
The money funds purchasing of carbon
offsets issued from three carefully
selected projects in Laos, Vietnam and
Thailand. The projects are certified by
the United Nations and the Gold
Standard, which sets the standard for
climate and development interventions
to quantify, certify and maximize their
impact.
In 2021, an estimated 168,000
customers compensated for 19,800 tons
of CO2-emissions through the
CHOOOSE-solution in our booking
process. That is equal to 2.7 percent of
total customers in 2021, up from 2.5
percent in 2020.
Read more about the projects and our
partnership with CHOOOSE at
norwegian.com/choose.
RESULTS
Below is a summary of our carbon
efficiency performance. The input data
is based on consumption data from
internal and external sources, which are
converted into tonnes CO2-equivalents
(tCO2e). The carbon accounting is based
on the Corporate Accounting and
Reporting Standard developed by the
Greenhouse Gas Protocol Initiative (GHG
Protocol).
In 2021, the Company emitted 606,881
tonnes of CO2 equivalents (CO2e) under
Scope 1 and Scope 2, the two mandatory
reporting scopes under the GHG
Protocol. Total GHG emissions, including
voluntary Scope 3, was 733,766 tonnes
CO2e.
SCOPE 1
Scope 1 accounts for emissions
stemming from direct operations where
the organization has operational control.
This includes use of fossil fuels for
mobile and stationary combustion,
whether they are owned, leased, or
rented. Scope 1 includes emissions from
consumption of Jet A-1, diesel and
petrol from facility cars and natural gas
from the Company’s hangar in
Copenhagen.
In 2021, the Company consumed 192,485
metric tonnes of fossil Jet A-1 fuel,
equivalent to absolute emissions of
606,328 metric tonnes CO2e, compared
to 355,000 metric tonnes of Jet A-1 fuel
and 1.1 million tonnes of CO2 in 2020. Jet
A-1 fuel consumption constituted over
99 percent of Scope 1 emissions and
nearly 83 percent of total GHG emissions
in 2021. GHG emissions from diesel and
petrol consumption by ground
operations was 103 tonnes in 2021, while
stationary combustion from natural gas
emitted 44 tonnes of CO2e.
Moreover, as seen in Figure on the next
page, the Company had relative fossile
emissions from JET A-1 fuel
consumption of 88 grams of CO2 per
revenue passenger kilometer in 2021,
compared to 83 grams of CO2 per
revenue passenger kilometer in 2020.
The figure for 2021 does not include
biogenic emissions, as these are
accounted separately under the GHG
Protocol.
Norwegian’s absolute Scope 1 emissions
decreased by 46 percent compared to
2020, mainly due to lower load factor
and shorter average sector length.
Moreover, our relative emissions
increased by 6 percent compared to
2020, mainly due to a lower load factor
because of COVID-19.
SCOPE 2
Scope 2 accounts for emissions
stemming from indirect consumption of
purchased energy, split between
electricity and heating/cooling. This
category includes buildings/locations
owned, leased, and rented. Scope 2
includes emissions from electricity and
district heating consumption for all
locations, including hangars, offices and
crew rooms, and electricity
consumption from one electric vehicle.
Location-based Scope 2 emissions,
mainly from electricity consumption at
facilities, was 406 tonnes CO2e in 2021.
In sum, location-based scope 2
emissions accounted for 0.06 percent of
Norwegian’s total GHG emissions in
2021. According to the location-based
method, the renewable energy share of
the Company’s Scope 2 energy
consumption was 75 percent.
Scope 2 emissions can also be reported
according to market-based emission
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 94
factors. The Company’s market-based
Scope 2 emissions was 1,938 tonnes
CO2e in 2021. The difference is
explained by the effect of Guarantees of
Origin in the electricity market, which is
included in the market-based method
but not in location-based method.
SCOPE 3
Scope 3 accounts for indirect emission
connected parts outside of the
Company’s direct activities. This
includes but is not limited to upstream
emissions from the supply chain.
Norwegian has included upstream
emissions from fuel-and-energy-related
activities. Scope 3 emissions, mainly
from production and transportation of
Jet A-1, was 126,885 tonnes CO2e in
2021. In sum, Scope 3 emissions
accounted for a little over 17 percent of
Norwegian’s total GHG emissions in
2021. Energy consumption in MWh has
not been calculated for Scope 3.
BIOGENIC EMISSIONS
The consumption of sustainable aviation
fuel is accounted for as a separate item
under biogenic emissions, in accordance
with guidance from the GHG Protocol
and based on a standard emission factor
from the Department of Environment,
Food and Rural Affairs (DEFRA) in the
United Kingdom.
In 2021, Norwegian consumed 517
tonnes of SAF under the Norwegian and
Swedish blending mandates, and 7
tonnes under the voluntary market. As
seen in the table below, the total
biogenic emissions from SAF
consumption were 1,725 tonnes CO2e in
2021. When accounting for SAF
consumption the total renewable energy
share for Scope 1 and 2 is nearly 0.5
percent of total energy consumption.
[Format this page?ue passenger
kilometer]
Greenhouse gas emissions
MWh
Tonnes CO2e
Scope 1
2,358,589
606,475
Transportation
2,358,349
606,431
Diesel
387
98
Petrol
21
5
Jet A-1 (Jet kerosene)
2,357,941
606,328
Stationary combustion from natural gas
240
44
Scope 2
7,780
406
Electricity
7,081
350
District heating
698
57
Electric vehicles
0,5
0
Scope 3
N/A
126,885
Upstream emissions from fuel-and-energy related activities
N/A
126,885
Total
2,366,369
733,766
Biogenic emissions
MWh
Tonnes CO2e
SAF under blending mandates
5,558
1,370
SAF under voluntary market
80
20
Total biogenic emissions from SAF
5,638
1,390
97
90
88
86
81
76
74
73
72
70
83
88
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
FIGURE X: GRAMS CO2 PER REVENUE PASSENGER KILOMETER
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 95
CORPORATE GOVERNANCE
Norwegian is subject to Corporate
Governance reporting requirements
according to the Norwegian Accounting
Act, section 3-3b, the Norwegian Code of
Practice for Corporate Governance (“the
Code”) as revised on 14 October 2021 and
the Continuing Obligations of Listed
Companies as approved by Oslo Børs ASA,
available at www.lovdata.no, www.nues.no
and www.oslobors.no, respectively.
This report follows the system used in the
Code and deviations from the Code, if any,
is addressed under each section.
IMPLEMENTATION AND
REPORTING OF CORPORATE
GOVERNANCE
Norwegian’s objective for Corporate
Governance is accountability,
transparency, fairness and simplicity with
the goal of maximizing shareholder value
while creating added value for all
stakeholders. The objectives are designed
in compliance with laws, regulations and
ethical standards.
Norwegian’s Board of Directors promotes
and support open and clear communication
of the Company’s Corporate Governance
processes.
The Board believes that good Corporate
Governance is distinguished by responsible
interaction between the owners, the Board
and Management in a long-term, productive
and sustainable perspective. It calls for
effective cooperation, which means a
defined division of responsibilities and
roles between the shareholders, the Board
and the Management, and respect for the
Company’s other stakeholders as well as
open and honest communication with the
communities in which the Company
operates.
No deviations from the Code.
BUSINESS
Norwegian’s scope of business is defined in
its Articles of Association section 3: “The
Company’s objective is to be engaged in
aviation, other transport and travel related
business activities as well as activities
connected therewith. The Company may
also be engaged directly or indirectly in
other forms of Internet-based provision of
goods and services, including car rental,
hotel booking, payment services, financial
services and services related to credit
cards. Participation in such activities as
mentioned may take place through
cooperation agreements, ownership
interests or by any other means.”
The Articles of Association is published in
full on the Company’s website.
Policies and procedures have been
established to manage risks and the Board
of Directors evaluate the overall risk
management systems on a regular basis.
The Board of Directors evaluates the
Company’s objectives, strategies and risk
profile every year. Norwegian strives to be
a good corporate citizen in every area of its
operation.
The Company is committed to operating in
accordance with responsible, ethical,
sustainable and sound business principles,
with respect for people, the environment
and the society.
The Company’s core values are clearly
defined and are reflected in the Company’s
Code of Ethics. The Code of Ethics includes
ethical guidelines and guidelines for
corporate social responsibility, hereunder
bribery and anti-corruption, unlawful
discrimination and human rights, health,
safety and environmental issues.
More information on how Norwegian
integrates Corporate Responsibility in its
operations can be found in the separate
report of Corporate Responsibility at
Norwegian, presented in a separate section
of the annual report and available on the
Company’s website www.norwegian.com.
No deviations from the Code.
EQUITY AND DIVIDENDS
CAPITAL STRUCTURE
The Company shall have an equity capital
which, over a period of time, is at an
appropriate level for its objective, strategy
and risk profile. Total equity at year end
2021 was NOK 3,270 million. The Board of
Directors deems the capital structure to be
adequate considering the Company’s
objectives, strategy and risk profile.
DIVIDEND POLICY
The Board of Directors recommends not to
distribute dividends in order to retain funds
in line with the Company’s objective to
restore profitability. Dividends should
under no circumstances be paid if equity is
below what is an appropriate level. The
Company's debt facilities restricts dividend
payments, repurchase of shares or other
contributions or loans to shareholders
(except repurchase of shares in connection
with any option or similar incentive
program made for the benefit of the
employees and/or management and/or
directors) until maturity of the last bond in
April 2027.
BOARD AUTHORIZATIONS
The General Meeting of the Company on 04
June 2021 granted the Board of Directors
the following authorizations
• An authorization to acquire treasury
shares with an aggregated nominal
value of 11,344,836 at a maximum
price of NOK 200 and a minimum price
of NOK 0.10. The Board may at its
discretion determine the method of
acquisition and any disposal of the
shares.
• An authorization to increase the
Company’s share capital by up to NOK
11,344,836 comprising capital
increases against noncash
contributions and the right to incur
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 96
special obligations, including mergers
and demergers. The authorization
replaces all previous authorizations to
increase the share capital.
• An authorization to increase the share
capital by up to NOK 2,268,967. The
authorization can only be used to
issue new shares in connections with
the Company’s incentive programs.
• An authorization to borrow up to NOK
2 billion (or a corresponding amount in
another currency) in convertible
bonds.
The authorizations are valid for a period up
until next Annual General Meeting, however
not beyond 30 June 2022.
No deviations from the code.
EQUAL TREATMENT OF
SHAREHOLDERS AND
TRANSACTIONS WITH CLOSE
ASSOCIATES
CLASS OF SHARES
Norwegian Air Shuttle ASA has only one
class of shares and all shares have equal
rights in the Company. The articles of
association impose no voting restrictions.
RESTRICTIONS ON SHAREHOLDERS
THAT ARE NOT BEING DOMICILED
WITHIN EEA
The Norwegian Civil Aviation Act
(“Luftfartsloven”) with accompanying
regulations pertaining to adoption of the EC
Regulation NO. 1008/2008 set forth a
requirement that non-EEA nationals may
not own more than 50 percent of the
shares in companies that are subject to said
regulation. In the general meeting in May
2016, the Articles of association was
amended in order to ensure that the
Company in an efficient manner could
intervene if it is a risk that the license(s) of
the Company may be revoked.
TRADING IN TREASURY SHARES
Share buy-back transactions are generally
carried out via stock exchanges. Buy-backs
of treasury shares are carried out at market
prices. Employee share allocations are
granted at a discount to market value. The
Company holds a total of 134,588 treasury
shares.
TRANSACTIONS WITH RELATED
PARTIES
Material transactions between the Group
and key stakeholders, in particular the
shareholders, the members of the Board
and the Executive Management, are subject
to the approval of the Board of Directors.
Such transactions are duly noted in the
minutes from the Board meeting and are
also explicitly stated in the notes to the
consolidated accounts.
In cases where members of the Board of
Directors or the Executive Management
have other direct or indirect material
interests in transactions entered into by the
Group, this is stated in the notes to the
consolidated accounts. Note 25 to the
consolidated financial statements
describes transactions with close
associates (related parties). Financial
relationships related to the Directors and
Executive personnel are described in Note
7 and 15.
GUIDELINES FOR DIRECTORS AND
EXECUTIVES
Norwegian’s code of ethics includes
guidelines for handling possible conflicts of
interest. The code applies to all Board
members and Norwegian staff. In addition,
the Board has drawn up specific
procedures for handling of conflicts of
interest for Board members and members
of the corporate Management Board.
No deviations from the Code.
FREELY NEGOTIATED SHARES
There are no restrictions on owning, trading
or voting for shares in the Company.
No deviations from the Code.
GENERAL MEETINGS
The notice of calling the Annual General
Meeting is given in writing no later than 21
days prior to the meeting.
Relevant documents, including proposals
for resolutions to be considered by the
General Meeting and recommendations by
the Nomination Committee, are available at
the Company’s website from the same
date.
The Board of Directors has ensured that the
shareholders may exercise their rights at
the General Meeting by facilitating proxy
attendance. Forms for the granting of
proxies are enclosed in the summons to the
General Meetings and allows for voting on
each individual matter.
The shareholder can nominate the Chair of
the Board or appoint a person to vote on
their behalf as proxy. The Board of
Directors, Nomination Committee and the
Auditor will attend the meeting. To the
extent possible, the Executive Management
is represented by the Chief Executive
Officer and the Chief Financial Officer and
other key personnel on specific topics.
The agenda is set by the Board of Directors,
and the main items are specified in Article
7 of the Article of Association. The minutes
of the General Meeting are available on the
Company’s website. The General Meeting
elects the chair of the Annual General
Meeting.
No deviations from the Code.
NOMINATION COMMITTEE
The duties of the Nomination Committee
are to make recommendations to the
General Meeting for the election of
shareholder elected board members and
members of the Nomination Committee,
and the remuneration to the members of
the Board of Directors and Nomination
Committee.
The Nomination Committee will justify its
proposal on each candidate separately and
present relevant information about the
candidates together with an evaluation of
their independence. In connection with the
Committee’s work with proposing
candidates, the Committee stays in contact
with major shareholders, the Board of
Directors and the Executive Management.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 97
It follows from Article 8 of the Articles of
Associations that the Committee consists
of minimum three members, who shall be
shareholders or representatives of
shareholders. Committee members are
elected for two years at a time.
The current composition of the committee
consists of;
• Mr Nils A. Foldal (chair of the
Nomination Committee)
• Mr Tor Svelland
• Mr Jakob Iqbal
• Mr Nils Bastiansen
None of the members of the Nomination
Committee represent Norwegian's
Management. The members are considered
as independent of Management and the
Board.
No deviations from the Code.
BOARD OF DIRECTORS,
COMPOSITION AND
INDEPENDENCE
According to the Articles of Association, the
Board must consist of between five and
twelve members. At year end 2021 the
Board of Directors had eight members.
The Company has three Directors elected
by the employees on the Board of
Directors. The shareholder-elected
members of the Board of Directors have
been nominated by the Nomination
Committee to ensure that the Board of
Directors possesses the necessary
expertise, capacity and diversity. The Board
members have competencies in and
experiences from the transport sector and
other competitive consumer sectors,
relevant network connections and
experiences from businesses, finance,
capital markets and marketing.
The Board members are elected for a
period of two years. The majority of the
shareholder-elected members of the Board
are considered to be autonomous and
independent of the Company’s executive
personnel and material business contacts.
The five members of the Board who are
elected by shareholders are considered
autonomous and independent of the
Company’s main shareholder(s). Among the
shareholder elected Directors, there are
three men and two women.
Detailed information on the individual
director can be found on the website at
www.norwegian.com. None of the directors
are members of the executive management
team. Directors of the Board are
encouraged to own shares in Norwegian.
Participation in Board meetings in 2021 has
been:
Name
Number of
meetings
Ingrid Elvira Leisner
24
Sondre Gravir
24
Katrine Gundersen
24
Geir Olav Øien
24
Chris Browne
23
Eric Holm
23
Niels Smedegaard
13
Vibeke Hammer Madsen
13
Jaan Albrecht Binderberger
13
Svein Harald Øygard
11
Name
Number of
meetings
Lars Boilesen
11
No deviations from the Code.
THE WORK OF THE BOARD OF
DIRECTORS
The Board of Directors’ perform their work
in accordance with the rules and
requirements as set out in Norwegian law.
The Board of Directors issues instructions
for its own work. If the Chair of the Board
of Directors is or has been actively engaged
in a given case, another Board member will
normally lead discussions concerning that
particular case. There is a clear division of
responsibilities between the Board and the
Executive Management.
The Chair is responsible for ensuring that
the Board's work is conducted in an
efficient, correct manner and in
accordance with the Board's terms of
reference. The Chief Executive Officer is
responsible for the Company’s operational
management.
The Board has drawn up special
instructions for the Chief Executive Officer.
The Board of Directors conducts an annual
self-assessment of its work competence
and cooperation with the Management.
The Board of Directors has established an
Audit Committee, consisting of two
shareholder-elected members of the
Board. The Board ensures that nominees
meet requirements of expertise, capacity
and diversity.
No deviations from the Code.
RISK MANAGEMENT AND
INTERNAL CONTROL
Quarterly financial reports are prepared
and made available to the capital market in
accordance with the reporting
requirements applicable to listed
companies on Oslo Børs.
The quarterly financial reports are reviewed
by the Audit Committee prior to Board
approval and disclosure. Moreover,
financial reports, risk reports and safety
reports are drawn up, all of which are
subject to review at Board meetings. The
auditor meets with the entire Board in
connection with the presentation of the
interim annual financial statements, and
when otherwise required.
The auditor also participates in Audit
Committee meetings. Policies and
procedures have been established to
manage risks.
The Company’s Board of Directors reviews
and evaluates the overall risk management
systems and environment in the Company
on a regular basis. The Board ensures sound
internal controls and systems for risk
management through, for example, annual
Board reviews of the most important risk
factors and internal controls. Risk
assessment and the status of the
Company’s compliance and corporate
social responsibility are reported to the
Board annually.
The Company’s financial position and risks
are thoroughly described in the Board of
Directors’ Report.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 98
No deviations from the Code.
REMUNERATION OF THE BOARD
OF DIRECTORS
Based on the consent of the General
Meeting, it is assumed that the
remuneration of Board members reflects
the respective members’ responsibilities,
expertise, time commitments and the
complexities of the Company’s activities.
In cases where Board members take on
specific assignments for the Company,
which are not taken on as part of their
office, the other Board members must be
notified immediately and, if the transaction
is of a substantial nature, this will be
explicitly stated in the notes to the
consolidated accounts.
Details of the remuneration of individual
Board members are available in the notes to
the consolidated accounts. The Board of
Directors are not entitled to performance
related compensation.
The Board members are not granted share
options.
No deviations from the Code.
REMUNERATION OF EXECUTIVE
PERSONNEL
In accordance with the Public Limited
Liability Companies Act, section 6-16 (a),
the Company prepares guidelines for salary
and other remuneration of its executives,
which is presented to the Annual General
Meeting for approval.
The principles of executive remuneration in
Norwegian are to stimulate a strong and
lasting performance-oriented culture,
enabling the Company to deliver on its
business strategy.
Remuneration design shall align the interest
of the executives with those of the
shareholders. The remuneration policy
shall reward performance that contributes
to the Company’s business strategy, long-
term interests, and financial sustainability.
The remuneration must not have negative
effects on the Company, nor damage the
reputation and standing of the Company
the public eye.
In accordance with the Public Limited
Liability Companies Act, section 6-16 (b),
the Company prepares a report on salary
and other remuneration of its executive
personnel. The report will be presented at
the 2022 Annual General Meeting for
consultative voting.
Deviations from the guidelines on salary and
other remuneration will be covered in the
report.
Details of salary and other remuneration of
individual members of the Executive
Management are available in the notes to
the consolidated accounts.
No deviations from the Code.
INFORMATION AND
COMMUNICATIONS
Norwegian has established guidelines for
the Company’s reporting of financial
information based on transparency and the
requirement of equal treatment of all
parties in the market.
The Board of Directors annually reviews
these guidelines. A financial calendar is
prepared and published on the Company’s
website and is also distributed in
accordance with the rules of the Public
Companies Act and the rules applicable to
companies listed on the Oslo Stock
Exchange.
Information distributed to the shareholders
is also published on the Company’s
website. The Company holds regular
investor meetings and public interim result
presentations and has an investor relations.
Norwegian has separate instructions for
investor relations regarding
communication with investors and how
insider information shall be treated.
The Board of Directors has prepared
guidelines for the Company’s contact with
shareholders outside the General Meeting.
The Board considers that these measures
enable and ensure continuous informative
interactions between the Company and the
shareholders.
No deviations from the Code.
TAKEOVERS
There are no limitations with respect to the
purchases of shares in the Company.
The Board has established guidelines for
how it will act in a take-over situation. In
the event of a take-over bid the Board of
Directors will act in the best interest of the
shareholders and in compliance with all the
rules and regulations applicable for such an
event as well as practices recommended in
the Code.
In the case of a take-over bid, the Board will
refrain from taking any obstructive action
unless agreed upon by the General Meeting.
No deviations from the Code.
AUDITOR
The auditor annually presents the main
features of the audit plan for the Company
to the Audit Committee.
The auditor participates in the meetings of
the Board of Directors that deal with the
annual accounts. At these meetings the
auditor reviews any material changes in the
Company’s accounting principles,
comments on any material estimated
accounting figures and reports all material
matters on which there has been a
disagreement between the auditor and the
Executive Management of the Company.
The auditor presents a review of the
Company’s internal control procedures at
least once a year to the Audit Committee,
including identified weaknesses and
proposals for improvements.
The auditor participates in meetings with
the Audit Committee and present the
report from the auditor that addresses the
Company’s accounting policy, risk areas
and internal control routines.
The Chief Executive Officer and the Chief
Financial Officer are present at all meetings
with the Board of Directors and the auditor,
except for one meeting a year, in which only
the auditor, the Board and the Audit
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 99
Committee are present. The Management
and the Audit Committee evaluate the use
of the auditor for services other than
auditing.
The Audit Committee and the Board
receives annual confirmation that the
auditor continues to meet the requirement
of independence.
The Board of Directors reports the
remuneration paid to the auditor at the
annual General Meeting, including details of
the fee paid for audit work and any fees
paid for other specific services.
No deviations from the Code.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 100
DECLARATION FROM THE BOARD OF DIRECTORS AND CEO
We confirm to the best of our knowledge that:
• the consolidated financial statements for 2021 have been prepared in accordance
with International Financial Reporting Standards (IFRS) as adopted by the EU, as well
as additional information requirements in accordance with the Norwegian
Accounting Act,
• the financial statements for the parent company for 2021 have been prepared in
accordance with simplified IFRS pursuant to the Norwegian Accounting Act § 3-9,
and regulations regarding simplified application of IFRS issued by the Ministry of
Finance on 21 January 2008,
the information presented in the financial statements gives a true and fair view of
the Company’s and Group’s assets, liabilities, financial position and results for the
period viewed in their entirety, the board of directors' report, including the
chapters on corporate governance and corporate responsibility, gives a true and
fair view of the development, performance and financial position of the Company
and group, and includes a description of the key risks and uncertainties the
companies are faced with.
Fornebu, 28 April 2022
The board of directors of Norwegian Air Shuttle ASA
/s/ Svein Harald Øygard /s/ Ingrid Elvira Leisner /s/ Lars Boilesen /s/ Chris Browne /s/ Sondre Gravir
Chair Director Director Director Director
/s/ Eric Holm /s/ Katrine Gundersen /s/ Torstein Soland /s/ Geir Karlsen
Director Director Director Chief Executive Officer
(elected by the employees) (elected by the employees) (elected by the employees)
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 101
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 102
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 103
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 104
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 105
BOARD OF DIRECTORS
SVEIN HARALD ØYGARD
Chair
Mr. Svein Harald Øygard (born 1960) has
many years of experience from both the
public and private sector. In 1985, he joined
the Ministry of Finance where he held
several positions, including State Secretary
of Finance. Between 1995 and 2016, Mr.
Øygard worked at McKinsey & Company. In
2009, he was called to serve as the Interim
Central Bank Governor of the Icelandic
Central Bank where he also headed the
Bank restructuring Coordination
Committee. Mr. Øygard later worked as
Senior Partner Corporate Finance at
Sparebank1 Markets, and as industry
advisor until the beginning of 2021. Today,
he is an independent advisor and holds
board appointments in various
international companies like TGS-NOPEC,
Seadrill, DBO Energy, AGR Petroleum
Services, Holu, Nettbil, Labrida and
Akershus University Hospital. He has a
degree in Economics (Cand. Oecon);
Microeconomics, Macroeconomics,
Finance, Industrial Economics, Statistics
and Econometrics. Mr. Øygard has been
elected for the period 2021-2023 and is an
independent board member.
LARS BOILESEN
Director
Mr. Lars Boilesen (born 1967) is the CEO of
Otello Corporation (formerly Opera
Software ASA). He has previous experience
in both sales and marketing from the Lego
Group, Tandberg and Alcatel-Lucent. Mr.
Boilesen served on the Board of Directors
for Opera from 2007 to 2009 until he
became CEO. He has been the chairman of
Napatech ASA since 2018 and is currently a
board member at Airthings ASA. Mr.
Boilesen has a Bachelor's degree in
Business Economics from Aarhus School of
Business in Denmark and a Postgraduate
Diploma from Kolding Business School. He
has been elected for the period 2021-2023
and is an independent board member.
INGRID ELVIRA LEISNER
Director
Ms. Ingrid Elvira Leisner (born 1968) has
long experience as head of audit
committees and member of several boards,
currently including Self Storage Group ASA,
Techstep ASA, Maritime and Merchant ASA,
Elliptic Laboratories ASA and Xplora
Technologies AS. Over several years, she
has held several positions with Statoil,
including Head of Portfolio Management
Electric Power, Portfolio Manager and
Trader. Ms. Leisner has a Bachelor's in
Business Administration from University of
Texas in Austin, USA. Ms. Leisner has been a
board member since 2019 and is elected for
the period 2021-2023. She is an
independent board member.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 106
SONDRE GRAVIR
Director
Mr. Sondre Gravir (born 1977) is CEO of
SATS, a position he has held since 2018.
Prior to this, he was CEO of Schibsted
Marketplaces, Executive Vice President of
Schibsted Established Markets, as well as
CEO of Finn.no, Aftenposten and Bergens
Tidende. He has also worked as a
management consultant in McKinsey. Gravir
holds a Master of Science in Economics and
Business Administration from the
Norwegian School of Economics (NHH) and
selected MBA courses in international
finance and business from the National
University of Singapore. Gravir has
experience from several Schibsted boards
internationally both as chairman and board
member, and has also had board
appointments in Frende Forsikring,
Fædrelandsvennen and Finn.no. Mr. Gravir
has been a board member since 2018 and is
elected for the period 2020-2022. He is an
independent board member.
CHRIS BROWNE
Director
Ms. Chris Browne (born 1960) has extensive
experience from the airline and travel
industry, including Iberia, First Choice
Airways and TUI. At TUI, Ms. Browne was the
Managing Director of Thomson Airways for
seven years and then took on the role as
Chief Operating Officer at TUI Airlines from
2014 to 2015. Ms. Browne also held the
position of Chief Operating Officer at
easyJet from 2016 until she stepped down
in 2019. She was awarded an OBE for
services to aviation in 2013. Ms. Browne is
elected for the period 2020-2022. She is
an independent board member.
KATRINE GUNDERSEN
Director, employee representative
Ms. Katrine Gundersen (born 1974) holds
the position as Crew Tracker at
Norwegian’s Integrated Operational
Control Centre (IOCC). She started working
in the airline industry in the late 1990s and
has been with Norwegian since August
2002. She holds a bachelor’s degree in
economics from the University of BI. Ms.
Gundersen was Deputy member to the
board from 2016-2018 and has been a
board member since 2019. Ms. Gundersen
is elected for the period 2022-2024. She is
an independent board member.
ERIC HOLM
Director, employee representative
Mr. Eric Holm (born 1967) joined Norwegian
in March 2010 and is currently employed in
Norwegian Cabin Services Norway AS. Mr.
Holm holds a MA degree in International
Security Studies from the University of
Leicester. Mr. Holm has been Deputy Board
Member at Norwegian Cabin Services
Norway, Chairman at Parat Luftfart and
Board Member (employee representative)
at Lufthansa Service Group Norway. He has
been a board member since 2019 and is
elected for the period 2022-2024. He is an
independent board member.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 107
TORSTEIN HIORT SOLAND
Director, employee representative
Mr. Torstein Hiorth Soland (born 1987)
joined Norwegian's Technical Operations
Department in 2014. He holds a BSc in
Aeronautical Engineering from Mälardalen
University and a MSc in Wind Energy. In
2017, he transferred to the Network
department within Commercial
Department as Fleet Manager. Mr. Soland
accepted the role as Vice President Fleet
Strategy in 2019 and during the pandemic
he was asked to take the role as Director of
Lean. Mr. Soland was deputy member to the
board from 2019-2022 and is now elected
board member for the period 2022-2024.
He is an independent board member.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 108
MANAGEMENT
GEIR KARLSEN
Chief Executive Officer and Acting Chief
Executive Officer*)
ADRIAN DUNNE
EVP Operations
GURO H. POULSEN
EVP People
ANNE-SISSEL SKÅNVIK
EVP Communications and Public Affairs
Mr. Geir Karlsen (born 1965) has been Chief
Executive Officer in Norwegian since June
2021. He held the position of Chief
Financial Officer (CFO) since April 2018, and
served as Acting Chief Executive Officer
from July to December 2019. He has
extensive experience from listed
companies within shipping and offshore.
Mr. Karlsen has over the last 12 years held
various CFO positions at international
companies such as Golden Ocean Group
and Songa Offshore. Before Norwegian, he
held the position Group CFO at London-
based Navig8 Group, the world's largest
independent pool and management
company. Geir Karlsen has a degree in
Business Administration from BI Norwegian
Business School.
*) Hans-Jørgen Wibstad has been appointed new Chief
Financial Officer and will take up the position in May
2022.
Mr. Adrian Dunne (born 1968) was
appointed Executive Vice President (EVP)
Operations (COO) in March 2021. Adrian has
more than 30 years of experience in airline
operations initially at Aer Lingus (1989 –
2005) where he held several senior
operations leadership roles in both the UK
and Ireland, and with Ryanair from 2005 –
2021 where he held a number of senior
leadership roles including Director of
Ground Operations and Director of
Operations. Mr Dunne has a Master of
Science Degree in Aviation Management
and Leadership from Dublin City University.
Ms. Guro H. Poulsen (born 1975) was
appointed Executive Vice President (EVP)
People in June 2020. She has been with
Norwegian since 2010, starting as a
Financial Controller and later working as
the Finance Manager for Norwegian Air
Resources and SVP Crew Management. She
has several years of experience from large
international companies, including
Goodyear Dunlop and Wrigley as Business
Controller. Ms. Poulsen holds a Master of
Business Administration within Marketing
from Griffith University in Australia and a
Bachelor of Business Administration within
Travel and Tourism Management from BI
Norwegian Business School.
Ms. Anne-Sissel Skånvik (born 1959) was
appointed Executive Vice President (EVP)
Communications and Public Affairs in June
2020. She was Norwegian’s Chief
Communications Officer 2009 – 2020. Ms.
Skånvik joined Norwegian from a position as
Senior Vice President at Telenor ASA,
responsible for corporate communications
and governmental relations. Ms. Skånvik
was the Deputy Director General in The
Norwegian Ministry of Finance between
1996 and 2004. She has also years of
experience from Statistics Norway (SSB)
and various media. Ms. Skånvik has a
Master's degree in political science (”Cand.
Polit”) from the University of Oslo, a degree
in journalism from Norwegian College of
Journalism and the Executive Management
Course at Norwegian Defence University
College
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 109
KNUT OLAV IRGENS HØEG
EVP IT & Business Services
CHRISTOFFER SUNDBY
EVP Marketing, Sales & Customer Care
MAGNUS THOME MAURSUND
EVP Network, Pricing & Optimisation
Mr. Knut Olav Irgens Høeg (born 1973) was
appointed Executive Vice President (EVP)
IT, Supply Chain & Process improvement in
June 2020. He jointed Norwegian in August
2019 as SVP Procurement and has been
acting in the role as SVP IT and Customer
Care from February 2020. Mr. Høeg has
extensive experience in procurement and IT
from several large operations, like Circle K,
TINE, Storebrand and Skandia. He has also
been a Management Consultant at Deloitte.
Mr. Høeg has been driving several different
Change and Cost-Out Projects and in
addition building up organizations both
locally and Near-Shore. He has a Master of
Science Degree in Economics from
Norwegian School of Management (BI) and
an MBA from the Norwegian School of
Economics (NHH).
Mr. Christoffer Sundby (born 1978) was
appointed Executive Vice President (EVP)
Customer in September 2020 and EVP
Sales, Marketing & Customer Care in March
2021. Christoffer has 10 years of leadership
experience in merchandising, including
operations, marketing, sales, product &
concept development and customer
service. He was Senior Vice President of
Circle K Norway in 2017-2019 before he was
appointed CEO of the healthcare company
Unicare in August 2019. Christoffer started
his professional career as a consultant at
McKinsey & Company in 2006, after several
years as a member of the Norwegian
Olympic team in sailing. Christoffer has a
MSc in Economics from BI Norwegian
Business School.
Mr. Magnus Thome Maursund (born 1981)
was appointed Executive Vice President
(EVP) for Network, Pricing & Optimisation in
October 2021. Mr Maursund started
working in Norwegian in 2007. He has held
several management positions over a
decade and has experience in supply chain
management, route planning, charter and
partnerships. From 2019 to 2021 he held
the position of SVP for short haul network
in Norwegian. Mr Maursund has a MSc in
Economics from BI Norwegian Business
School, with a specialization in strategy.
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 110
DEFINITIONS
ALTERNATIVE PERFORMANCE MEASURES
Norwegian Air Shuttle’s financial information is prepared in accordance with International
Financial Reporting Standards (IFRS). In addition, the Company presents alternative
performance measures (APM). The APMs are regularly reviewed by management and their
aim is to enhance stakeholders’ understanding of the Company’s performance. APMs are
calculated consistently over time and are based on financial data presented in accordance
with IFRS and other operational data as described in the table below.
The Company has updated its definitions considering the adoption of IFRS 16. EBITDA
(Earnings before net financial items, income tax expense (income), depreciation,
amortization and impairment, restructuring, and share of profit (loss) from associated
companies) is no longer presented as it is not comparable to previous periods and in essence
very similar to EBITDAR (see definition below). EBITDAR excludes both depreciation and
aircraft lease expenses and is hence a more consistent measure for operational
performance over time, excluding ownership costs and the most significant changes arising
from the adoption of IFRS 16.
Prior to 2018, the Company presented unit cost primarily excluding depreciation. Since
2018, the Company has included depreciation in unit cost.
Measure
Description
Reason for including
EBIT
(operating profit)
Earnings before net financial items, income tax expense (income) and share of profit (loss)
from associated companies. Equivalent to operating profit in the consolidated income
statement in the annual report
Enables comparability of profitability regardless of capital structure or tax
situation
EBIT excl other losses/(gains)
Earnings before net financial items, income tax expense (income) and share of profit (loss)
from associated companies, adjusted for other losses/(gains)-net
Enables comparability of profitability regardless of capital structure or tax
situation, excluding effects for certain volatile operating expenses
EBITDAR/
Operating profit excluding
lease, depreciation and
amortization ("EBITDAR")
Earnings before net financial items, income tax expense (income), depreciation, amortization
and impairment, restructuring, aircraft leasing expenses and share of profit (loss) from
associated companies
A measure of operating performance that enables comparison between
airlines as it is not affected by the method used to finance aircraft
EBITDAR excl other
losses/(gains) /
Underlying operating result
Earnings before net financial items, income tax expense (income), depreciation, amortization
and impairment, restructuring, aircraft leasing expenses and share of profit (loss) from
associated companies, adjusted for other losses/(gains)-net
A measure of operating performance that enables comparison between
airlines as it is not affected by the method used to finance aircraft,
excluding effects for certain volatile operating expenses
EBT
(profit/(loss) before tax)
Earnings before income tax expense (income). Equivalent to profit (loss) before income tax
expense (income) in the Consolidated Income Statement in the annual report
Enables comparability of profitability regardless of capital structure or tax
situation
Net interest-bearing debt
Non-current debt plus current debt less cash and cash equivalents
Measurement of the ability to pay all debt with available cash and cash
equivalents, if all debt matured on the day of the calculation. It is therefore
a measure of the risk related to the Company’s capital structure
Other losses/(gains)
Gains and losses from foreign currency contracts, forward fuel contracts, adjustment of
market value for total return swaps, translation of working capital in foreign currency, net
gain or loss from sale of fixed assets and restructuring costs
Included as a specification to operating expenses to separate certain
volatile effects from other operating expenses
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 111
ALTERNATIVE PERFORMANCE MEASURES – RECONCILIATIONS
*Other losses /(gains) is defined in table above and is a part of operating expenses, see consolidated
income statement.
NOK million
2021
2020
Operating profit (EBIT) to EBIT excl other losses/(gains)
Operating profit (EBIT)
(2,786.0)
(23,768.4)
- Other losses/(gains) *
(737.5)
3,004.7
EBITDAR excl other losses/(gains)
(3,523.5)
(20,763.7)
EBITDAR to EBITDAR excl other losses/(gains)
EBITDAR
(1,516.0)
(4,755.2)
- Other losses/(gains) *
(737.5)
3,004.7
EBITDAR excl other losses/(gains)
(2,253.5)
(1,750.5)
Net profit (EBT) to EBT excl other losses/(gains) and impairment
Profit /(loss) before tax (EBT)
1,876.0
(22,133.0)
- Impairment assets held for sale
-
12,815.7
- Other losses/(gains) *
(737.5)
3,004.7
EBT excl other losses/(gains) and impairment
1,138.5
(6,312.6)
OTHER DEFINITIONS
Item
Description
Aircraft lease expenses
Lease and rental expenses on aircraft including both dry leases and wet
leases
Ancillary revenue / PAX
Ancillary passenger revenue divided by number of passengers
ASK
Available seat kilometers. Number of available passenger seats multiplied
by flight distance. Note that blocked mid-seats on domestic routes in
Norway following virus containment measures do not count as available
seats
Average sector length
Total flown distance divided by number of flights
Book equity per share
Total equity divided by number of shares outstanding
Block hours
Time of block off to block on – industry standard measure of aircraft
utilization
CO
2
per RPK
Amount of CO
2
emissions divided by RPK
Constant currency
A currency exchange rate that excludes the impact of exchange rate
fluctuations from comparable period, e.g. last year as comparable period
Equity ratio
Book equity divided by total assets
Fixed asset investment
Consists of the following non-current assets presented in the statement
of financial position in the annual report: Investments in financial assets,
investment in associate and other receivables
Fuel consumption
Aviation fuel consumed, presented in metric tons
Load factor
RPK divided by ASK. Describes the utilization of available seats
Passengers
Number of passengers, including no-show*. *Note that during the
COVID-19 outbreak, no-show passengers are not included
RPK
Revenue passenger kilometers. Number of sold seats multiplied by flight
distance
Unit cost
Total operating expenses, excluding impairment and other
losses/(gains)-net, divided by ASK
Unit cost excl fuel
Total operating expenses, excluding impairment, other losses/(gains)-net
and aviation fuel expenses, divided by ASK
Unit revenue
Passenger revenue divided by ASK
Yield
Passenger revenue divided by RPK. A measure of average fare per
kilometer
NORWEGIAN AIR SHUTTLE – ANNUAL REPORT 2021 112
Organization number
NO 965 920 358 MVA
Postal address
P.O. Box 113
NO–1366 Lysaker
Visiting address
Telephone
+47 67 59 30 00
www.norwegian.com
Investor Relations
Geir Karlsen Chief Executive Officer and Chief Financial Officer
Jesper Hatletveit Investor Relations