Enable. Enhance. Simplify.
Annual report
2018
Key figures – consolidated accounts
INCOME STATEMENT
Total income *
Operating profit before amortisation and impairment (EBITDA)*
Operating profit *
Profit/(loss) before tax *
Net profit/(loss) *
Net profit/(loss) after non-controlling interests *
BALANCE SHEET
Non current assets
Current assets
Equity
Interest-bearing debt
Total assets
KEY FINANCIAL FIGURES
Cash flow from operation (1)
Liquid funds at 31 December (2)
Liquidity ratio (3)
Equity ratio (4)
YIELD
Return on equity (5)
2018
2017
2016
2015
2014
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
871
78
36
(86)
(75)
(69)
2 467
612
2 017
533
793
198
176
253
(2)
(64)
2 637
636
2 188
601
930
116
94
151
251
201
3 781
914
2 492
1 533
3 173
3 693
398
165
48
57
54
3 566
1 120
2 206
1 660
566
381
273
292
241
3 687
1 152
2 329
1 693
USD mill
3 079
3 273
4 695
4 686
4 839
USD mill
USD mill
%
%
62
227
1.3
66%
70
268
1.4
67%
420
580
1.9
53%
258
638
1.7
47%
241
688
2.1
48%
(4%)
(3%)
11%
2%
13%
KEY FIGURES PER SHARE
Earnings per share (6)
Operating profit before amortisation and impairment (EBITDA) per share (7)*
Average number of shares outstanding
Dividend per share
USD
USD
Thousand
NOK
(1.48)
1.68
46 404
5.50
(1.38)
4.26
46 404
5.00
4.34
2.51
46 404
5.00
1.16
8.55
46 404
5.00
5.20
12.18
46 404
5.00
Definition
(1) Net cash flow from operating activities
(2) Cash, bank deposits and short term financial investments
(3) Current assets divided by current liabilities
(4) Equity in percent of total assets
(5) Profit after tax divided by average equity
(6) Profit for the period after non-controlling interests, divided by average number of shares
Earnings per share taking into consideration the number of shares reduced for own shares
(7) Operating profit for the period adjusted for depreciation and impairments of assets, divided by average number of shares outstanding
* Figures for 2016 are restated with Wilh. Wilhelmsen ASA reported as discontinued operation.
Figures for 2015, and 2014 are according to the proportionate method.
Highlights for 2018
Positive development in
underlying operating result
Logistics support to NATO
exercise Trident Juncture
Entering offshore wind
supply market
Continued development of new digital
solutions, including three new joint
ventures
Paid dividend of
NOK 5.50 per share
Net loss for the year due to fall
in asset values
9 500
seafarers
employed by
Ship management
75 000
port calls handled by
Ships service’s port
agents per year
1 000 000
tonnes of equipment handled for
offshore installations by NorSea
Group
370
vessels
serviced by
Ship management
50%
Ships service delivers products and
solutions to more than 50% of the
merchant fleet
217 000
products delivered by Ships service to
the merchant fleet every year. A delivery
every three minutes every day
Sustainability report summary 2018
The oceans are our
business and we see
opportunities ahead
1
3
We operate in markets
exposed to the world
economic growth and general
geopolitical environments.
We know that our current
business models are
challenged by multiple factors
including rapid technology
development, changing
customer and supplier
behaviour, new competitors,
and a changing workforce.
2
Our operating environment
offers a vast number of
opportunities which we intend
on capturing in a sustainable
way by being agile, innovative,
and disrupting ourselves.
We are committed to
contributing to the Sustainable
Development Goals and we can
make a significant impact in
our field of operations on land
and at sea.
4
We enable sustainable global trade and thrive
on the opportunities in front of us.
2018 was a solid and
exciting year and we see
some significant leaps
ahead with the support
of technology just around
the corner. The level of
engagement amongst our
employees working in this
dynamic environment
and the attention we
place on providing safe
and healthy working
conditions are high. Our
portfolio of innovations and
partnerships are growing
and will help us take on the
future.
Sustainability
achievements 2018
Defined four high impact sustainability focus areas where the group will intensify efforts
Positive 72 point score and 89% completion rate in employee engagement survey
Lost time injury (LTI) frequency rate on vessels and onshore within targets
Established world’s first autonomous shipping company with partners
Appropriate risk reduction methods and tools implemented for cyber security
Implementation of policy and practises to address EU General Data Protection Regulation (GDPR)
1
2
3
4
5
6
Find more on wilhelmsen.com/sustainability2018
Materiality
assessment 2018
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High materiality
• Focus areas for activity
• Detailed disclosure
Health and safety
Ethics and anti-corruption
Responsible procurement
Emissions
Cyber security and data protection
Employment conditions
Medium materiality
• Important areas for activity
• Disclosure
Transparency
Responsible ownership
Diversity and inclusion
Innovation
Waste & recycling
Competence development
Tax transparency
Limited materiality
• Watch list
• Discretionary disclosure
Lobbying
Energy use
Local communities
Colour code:
alignment with the
Sustainable
Development
Goals
Less
Importance to Wilhelmsen
More
Focus
2019
Health and
safety
1
2
Continuous
improvement of health
and safety management
systems
Increase employee
competence in health
and safety behaviour
Ethics and
anti-corruption
Responsible
procurement
Cyber
security
1
2
3
Improve identification
and follow up of
compliance deviations
Increase employee
competence in
responsible business
practice with rollout
of new business
standard programme
and awareness of
whistleblowing channel
Optimise organisational
resources internally
to improve experience
sharing and knowledge
transfer
1
2
3
Improve supplier
selection and
assessment process
Improve supplier
engagement in
responsible practices
through risk-based
audits
Optimise organisational
resources internally
to improve experience
sharing and knowledge
transfer
1
2
3
Implement a cyber
security framework
with continuous
assessment of the
group’s cyber maturity
Increase employee
competence in
cyber security and
data protection risk
prevention behaviour
Strengthen operational
measures in cyber
security
Content
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Group CEO’s statement
The new business currency starts with “together”
Directors’ report
Main development and strategic direction
Financial results
Business segments
Maritime services
Supply services
Holding and investments
Risk review
Health, working environment and safety
Organisation and people development
Corporate governance
Sustainability
Allocation of profit, dividend and shares
Outlook
30
Accounts and notes
32
32
32
33
34
35
36
41
84
86
86
87
88
89
Wilh. Wilhelmsen Holding ASA group
Income statement
Comprehensive income
Balance sheet
Cash flow statement
Equity
Accounting policies
Notes
Wilh. Wilhelmsen Holding ASA parent company
Income statement
Comprehensive income
Balance sheet
Cash flow statement
Notes
105
Auditor’s report
110
Responsibility statement
112
114
Corporate governance
Corporate governance report
122
124
124
125
126
Corporate structure
Wilh. Wilhelmsen Holding group main structure
Holding and investments segment
Supply services segment
Maritime services segment
7
Wilh. Wilhelmsen Holding ASA Annual Report 2018GroupContent Health
and safety
With thousands of employees all over the world, our most important job as an
employer is to make sure our people have a healthy and safe working environment.
We want our employees to come home every day after work. Through standards and
practises focusing on safety, worker welfare and accident prevention, we maintain
a sustainable and profitable business. The best indicator we have is our annual
engagement survey that says our employees are happy and safe while working for
Wilhelmsen.
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Group CEO’s statement
The new business currency
starts with “together”
Are the challenging times behind us?
2018 did not turn out quite as I had hoped. We failed in
buying Drew Marine. Markets continued to be volatile, and
our listed entities had a rough time along with the stock
markets at large.
Despite headwind, our people continued to shape the
maritime industry. We saw fleet growth for ship management
and increased sales for marine products. We are redefining
port agency. We delivered the most comprehensive logistics
support to a military exercise arguably ever delivered by a
public company. And we continued to develop new digital
solutions, including establishing three new digital joint
ventures. Dedicated employees, a solid product offering,
and loyal customers gave us a 10% increase in top line, a
creditable achievement in challenging times.
As much of this is already history, we need to look up and
ahead.
A new business currency
No, it is not crypto currency, but “teaming and collaboration”,
one of our core values that is the new business currency.
Without teaming and collaboration internally as well as
externally, we will just not reach our ambitious targets.
It is demanding and exciting to be heading up the
Wilhelmsen group in 2019. Trade war. Rapid technology
changes. Generation Z. New competitors. These are some
of the things we constantly pay attention to and that
challenge us to continuously improve. Turning these
challenges into opportunities require us to team up with
customers, tech savvy companies, and other competencies
that can propose new products and business models to
ensure we stay in the forefront.
Operating in silos – internally or externally – is not
sustainable. We have teamed up in the past, but the need
to do so is even more important now than ever in history.
The challenges we face are big and complex and we need
to build value creating partnerships. This is not straight
forward. It starts with a sense of “together”. It requires high
level of trust to share your core competencies and business
data. Some recent examples from our group underline the
potential in combining competencies and technology in
new ways.
• Massterly, the world’s first autonomous shipping
company combining Kongsberg’s technology and our
expertise in managing vessels.
• RaaLabs, a joint venture with Wallenius Wilhelmsen,
enabling us, and potentially the entire industry, to
leverage technology efficiently, improving performance,
reducing cost and meeting regulatory requirements
through developing new products and solutions.
• TenneT, a German based electricity supplier, awarded
us a five-year contract based on our ability to combine
NorSea’s wind- and offshore competence with our manning
and maintenance know-how from ship management.
The world’s most important “to do” list
The 17 Sustainability Goals are adopted by many
companies as a compass for their business decisions, us
included. We can be profitable and grow our top line while
we also contribute to achieving a better future for the next
generations. Sustainable solutions simply make good
business sense.
Real impact requires scalable solutions. Not to
underestimate the work done by governments, NGOs,
individuals or businesses, but by joining forces focusing on
high impact changes we can make substantial impact. This
is our reason for joining Global Compact’s Ocean Action
Platform, to create a larger platform with the potential
power to change the world for the better.
My challenge to you
Setting out the course for our group of companies starts
with a clear strategy. Our ambition is to grow profitably.
We wish to build on our competencies and global network,
challenge ourselves to create new growth and value, and
invest in new business.
My challenge to you is therefore: Challenge us – challenge
and help us to deliver beyond our imagination, challenge our
existing business models, propose new opportunities to us.
Together we will create the future and shape the maritime
industry. Together we will enable sustainable global trade.
10
Wilh. Wilhelmsen Holding ASA Annual Report 2018
Group Group CEO’s statement
Thomas Wilhelmsen, group CEO
Wilh. Wilhelmsen Holding ASA Annual Report 2018
11
Group Competence
development
Our customers demand the best and smartest solutions. Through healthy challenges like this,
we continually seek to renew ourselves, to work smarter and improve everything we do. As a
result, we can recognise opportunities and develop new and innovative solutions. By renewing
ourselves, by training and always developing our methods, we meet tomorrow’s demands. Our
people make up the commercial power of Wilhelmsen and smart people simply perform to our
vision of Shaping the maritime industry.
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Directors’ report
for 2018
Wilh. Wilhelmsen Holding ASA
Main development and strategic direction
The Wilh. Wilhelmsen Holding group
(Wilhelmsen or group) is an industrial holding
company within the maritime and logistics
industry. The group activities are carried out
through fully and partly owned entities, most
of which are among the market leaders within
their segments. Wilhelmsen’s ambition is to
develop companies within maritime services,
shipping, logistics or infrastructure to grow at
or above the market through active ownership.
2018 was marked by a positive underlying
development for operating activities, but with
a net loss for the year following a significant
fall in the asset value of main investments.
2018 was also the first full year after completion
of the Wallenius Wilhelmsen ASA merger, and
after securing majority ownership of NorSea
Group. Both transactions have proved to be a
success, creating long term value to Wilhelmsen’s
shareholders and other stakeholders.
Wilhelmsen has continued the development of
new digital solutions, including establishing
three new digital joint ventures. These will
support new solutions to Wilhelmsen and to
other customers.
The maritime services subsidiaries continue
to deliver value creating solutions to the global
merchant fleet, focusing on marine products,
ships agency and ship management. The
new structure implemented in 2016 laid the
foundation for a more effective organisation,
with a gradual improvement in underlying
operating margin continuing throughout 2018.
Following a negative US court ruling on 21
July, Wilhelmsen abandoned the previously
announced acquisition of Drew Marines.
Suritec, where Wilhelmsen has a 20%
ownership, delivered lower than expected
results for the year.
For supply services, the first full year of
majority ownership of NorSea Group benefited
from improved performance and new business
development. The gradual uptick in offshore
oil and gas services markets has continued,
supporting an increase in activity level.
During the year, several new offshore wind
service contracts were secured, some of which
were in co-operation with Wilhelmsen Ship
Management.
WilNor Governmental Services successfully
provided a range of services to the NATO
exercise, Trident Juncture 2018, which took
place during the second half of the year.
NorSea Group and several other Wilhelmsen
companies contributed to the exercise.
For the investment activities, Wilhelmsen’s
focus in 2018 was on supporting value
enhancing activities where the group has a
material ownership.
The Wallenius Wilhelmsen ASA merger has
unlocked USD 120 million in annual synergies,
largely offsetting reduced rates and increased
fuel cost. A more effective structure has
created further potentials, with a new USD
100 million improvement program initiated
during the second half of 2018. Wallenius
Wilhelmsen ASA has also undertaken several
new strategic investments within automotive
and high and heavy logistics. Margin pressure
remains, and market uncertainties has
increased. The Wallenius Wilhelmsen ASA
share has traded down since reaching a peak
early 2018.
Wilhelmsen has been a long-term investor
in Hyundai Glovis since 2004, first directly
and later through Wilh. Wilhelmsen ASA and
Treasure ASA. In 2018, a proposal was put
forward for a restructuring of the Hyundai
Motor Group, including Hyundai Glovis. The
proposal was later withdrawn, and any future
proposals remain uncertain.
Highlights
for 2018
• Positive development in
underlying operating result
• Net loss due to fall in asset
values
• Drew deal abandoned
• Logistics support to NATO
exercise Trident Juncture
• Entering offshore wind
supply market
• Continued to develop new
digital solutions
• Restructuring proposal for
Hyundai Glovis in April,
which was later withdrawn
• Further Wallenius Wilhelmsen
improvement initiatives, to
offset increased fuel cost
and rate pressure.
• 33% fall in share price
• Paid dividend of NOK 5.50
per share
14
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018
Despite a fall in asset values during the year,
Wilhelmsen retains a strong equity and capital
base. At the end of the year, the group equity
ratio was 65%, down from 67% one year
earlier. Equity excluding minority interests
was down 8%, to USD 1 821 million. Cash and
cash equivalents totalled USD 140 million by
end of 2018, increasing to USD 877 million if
including financial investments and assets.
The debt repayment profile for the group
remains healthy.
After two positive years, the WWI/WWIB
share price was down in 2018. Total return
(including dividends reinvested on ex-dates)
was negative with 33.2% for the WWI
share and 33.5% for the WWIB share, both
substantially below the 1.8% fall in the Oslo
Børs Benchmark index (source Oslo Børs
Exchange Annual statistics).
A total dividend of NOK 5.50 per share was
paid in 2018. A first dividend of NOK 3.50 was
paid 8 May, followed by a second dividend of
NOK 2.00 paid 22 November. This represented
a dividend yield of 2.2% based on the average
WWI/WWIB share price by the end of 2017.
The board believes sound corporate
governance is the foundation for profitable
growth and a healthy company culture.
Good governance contributes to reduced risk
and create value over time for shareholders
and other stakeholders. The board further
acknowledges that sustainability is a vital
prerequisite for Wilhelmsen to be a profitable
and responsible player in the industry and
society.
In 2018, anti-corruption and ethics, cyber
security, responsible procurement, and health
and safety, received particular attention. In
addition, the group has implemented policies
and practises to address EU General Data
Protection Regulation (GDPR).
Financial results
Income statement
Total income for Wilhelmsen was USD 871
million in 2018, an increase of 10% from the
previous year. The increase was due to full
year consolidation of NorSea Group, while
income for the maritime services segment
was stable. 2017 included a material change
of accounting principle gain, reducing the
year-over-year increase in total income.
Group EBITDA came in at USD 78 million
for the year, down 60%. The accounts for
2018 included non-recurring cost of USD
27 million related to the abandoned Drew
acquisition, while 2017 included material
non-recurring items with a net gain of USD
141 million. Adjusting for these non-recurring
items, EBITDA was up, mainly due to full year
consolidation of NorSea Group.
Year 2018 – Mill. USD
EBITDA
Reported
M&A cost related to Drew
Total material non-recurring items
Adjusted
78
-27
-27
105
Year 2017 – Mill. USD
EBITDA
Reported
Reclassification of Hyundai Glovis
Reclassification of NorSea group
M&A cost related to Drew
Total material non-recurring items
Adjusted
198
195
-40
-14
141
57
Maritime services EBITDA was USD 42 million
in 2018. When adjusting for M&A expenses
related to the abandoned Drew acquisition,
EBITDA was up 6% for the year. A weak first
quarter was followed by a gradual improvement
in underlying performance. This was supported
by increased sale of marine products, new
vessels on management, and positive effects
from ongoing improvement initiatives.
The new supply services segment contributed
with EBITDA of USD 51 million for the year.
An increase in Norwegian offshore activities
and a business restructuring had a positive
effect on results, as well as logistics services
for the NATO exercise Trident Juncture which
took place during the second half of the year.
The holding and investments segment
had a negative EBITDA of USD 14 million,
mainly due to net corporate cost. This was
an improvement from previous year when
adjusting for net change of accounting
principle gain in 2017.
Share of profit from associates was USD
36 million for the year, of which Wallenius
Wilhelmsen ASA contributed with USD
23 million. For Wallenius Wilhelmsen ASA,
realised synergies and a positive development
15
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 in underlying volumes were offset by reduced
contractual volumes, higher bunker cost and
lower rates.
Change in fair value financial assets was
negative with USD 116 million for the year.
This included a USD 61 million reduction
in the fair value of the Survitec investment
and a USD 53 million reduction in the market
value of the investment in Hyundai Glovis.
Other financials were a net expense of USD
41 million. Interest and dividend income
contributed positively but was more than
offset by interest expenses and a net loss
on current financial investments, financial
instruments and currencies.
Tax was included with an income of USD
12 million, mainly related to maritime
services.
Net profit after tax and non-controlling
interests was a loss of USD 69 million in 2018
compared with a loss of USD 64 million in 2017.
Comprehensive income
Other comprehensive income for the year
was a loss of USD 53 million, compared with
a gain of USD 77 million in the previous year.
This mainly reflected currency translation
differences on non-USD assets and liabilities
when converting into USD.
Total comprehensive income for 2018 was a
loss of USD 128 million, of which a loss of USD
119 million was attributable to owners of the
parent. The corresponding figures for 2017 was
a profit of USD 75 million and a profit of USD 14
million respectively.
Cash flow, liquidity and debt
The group had cash and cash equivalents of
USD 140 million by the end 2018, compared
with USD 167 million by the end of 2017.
The net reduction in cash and cash equivalents
of USD 26 million for the year follows a positive
contribution from operating and investing
activities offset by a negative cash flow from
financing activities. In 2017, cash and cash
equivalents were down USD 130 million,
mainly as an effect of discontinued operation
of Wilh. Wilhelmsen ASA. In addition, the
consolidation of NorSea Group had a material
impact. Cash flow for the years 2017 and 2018
are as such not fully comparable.
Cash flow from operating activities was positive
with USD 62 million in 2018, which was USD 16
million below reported EBITDA for the year.
Cash flow from investing activities was
positive with USD 40 million for the year.
Dividend from joint ventures and associates
and net proceeds from sale of financial
investments exceeded net investments in
fixed assets.
Cash flow from financing activities was
negative with USD 128 million in 2018. Net
debt repayment counted for the largest share
of net cash outflow, followed by dividend to
shareholders and ordinary interest payments.
The parent company carries out active
financial asset management of part of the
group’s liquidity, with investments in various
asset classes including listed equities and
investment grade bonds. The value of the
investment portfolio amounted to USD
88 million at the end of 2018, down from
USD 101 million one year earlier.
The group’s investments classified as financial
assets to fair value had a combined value
of USD 650 million by the end of the year,
down from USD 801 million at the end of
2017. The largest investments were the ~12%
shareholding in Hyundai Glovis (held through
Treasure ASA), the ~3% shareholding in Qube
Liquid assets (USD million)
2018
2017
Cash and cash equivalent
140
167
Current financial investments
88
101
Financial assets to fair value
650
801
Total
877
1069
and the ~20% shareholding in Survitec.
The main group companies fund their
investments and operations on a standalone
basis, with no recourse to the parent company.
The primary funding source is the commercial
bank loan market.
Interest-bearing debt (USD million)
2018
2017
Maritime services
197
196
Supply services
330
369
Holding and investments
23
54
Eliminations
(17)
(16)
Total
533
601
16
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 Maritime
services
• Ships Service
• Ship Management
• Insurance Services
• Survitec Group
(owned ~20%)
As of 31 December 2018, the group’s total
interest-bearing debt was USD 533 million,
compared with USD 601 million by end 2017.
Net result after tax and non-controlling
interests was a net loss of USD 56 million in
2018 compared with a net profit of USD
29 million in the previous year.
Going concern assumption
Pursuant to section 4, sub-section 5, confer
section 3, sub-section 3a of the Norwegian
Accounting Act, it is confirmed that the
annual accounts have been prepared under
the assumption that the enterprise is a going
concern and that the conditions are present.
Business segments
Maritime services
The maritime services segment includes ships
service, ship management and other maritime
services activities.
Total income for maritime services was USD
582 million in 2018, up from USD 580 million
in the previous year.
EBITDA for the year was USD 42 million
compared with USD 51 million in 2017. Non-
recurring cost related to the abandoned Drew
acquisition was included with USD 27 million
in 2018 and USD 14 million in 2017. When
adjusting for this cost, EBITDA was up 6% for
the year.
The maritime services EBITDA margin was
7.2% in 2018. When adjusting for non-recurring
M&A cost related to Drew, the EBITDA margin
was 11.8%. This was an improvement from the
previous year, and above average for the last
five years.
Share of profit from associates was USD
4 million for the year, and in line with the
previous year.
Change in fair value financial assets was a loss
of USD 61 million in 2018. This was related to
the investment in Survitec Group.
Net financial income/expenses for maritime
services amounted to an expense of USD
37 million, compared with an income of USD
6 million in 2017. The reduction followed a
net USD 23 million expense from currency
and financial instruments in 2018, compared
with a USD 13 million net income the
previous year. Interest expenses was also up,
following an increase in the USD interest
rates.
Tax was an income of USD 13 million in 2018,
compared with a USD 15 million expense in
the previous year. The tax income for the year
followed positive adjustment in deferred tax
assets.
Ships service
Wilhelmsen Ships Service is a global provider
of standardised product brands and service
solutions to the maritime industry, focusing on
marine products, marine chemicals, maritime
logistics and ships agency. Ships service is fully
owned by Wilhelmsen.
Total income from ships service was USD
540 million in 2018, up 1% from the previous
year. Income from marine products increased,
offsetting a reduction in income from agency
services.
EBITDA was some down for the year.
On 27 April 2017, Wilhelmsen signed an
agreement to acquire the technical solutions
business from Drew Marine, subject regulatory
approval. On 21 July, 2018, the United States’
District Court for the District of Columbia
announced that it would grant the US Federal
Trade Commission motion for an injunction
to block the acquisition. Consequently,
Wilhelmsen and Drew agreed to abandon the
transaction.
Ship management
Wilhelmsen Ship Management provides full
technical management, crewing and related
services for all major vessel types. Ship
management is fully owned by Wilhelmsen.
Total income for ship management was
USD 41 million in 2018, a reduction of 8%.
Vessels on management fell during the first
half of the year, before improving in the
second half. By the end of the year, ship
management served approximately 370
ships worldwide, of which 40% were on full
technical management and 5% were on layup
management. The remaining contracts were
related to crewing services.
During the year, ship management relocated
its global head office from Kuala Lumpur,
Malaysia, to Singapore, entered the wind
offshore market, and opened a new office in
Southampton, UK.
EBITDA was down for the year, partly due to
ramp up cost related to new contracts.
Survitec Group
Survitec Group holds market-leading positions
17
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 worldwide in marine, offshore, defence and
aerospace survival technology. The company
is majority owned by Onex Corporation, a
private equity firm. Wilhelmsen owns ~20% of
the company, which is reported as fair value
financial asset.
The investment in Survitec, denominated in
GBP, was valued at USD 27 million by the end
of 2018. This is down from USD 83 million one
year earlier. The USD 56 million reduction
in fair value is the net effect of a USD 5 million
equity injection and a USD 61 million fair
value loss. The loss follows lower than
expected results in 2018 and related downward
adjustments in future earnings estimates.
Wilhelmsen Insurance Services
Wilhelmsen Insurance Services provides
marine and non-marine insurance solutions
for internal and external clients. Insurance
services is fully owned by Wilhelmsen.
Total income for insurance services was USD
3 million in 2018, a 25% increase from the
previous year.
EBITDA also improved for the year.
Supply services
The supply services segment includes NorSea
Group, WilNor Governmental Services and
other supply services activities. This is a
relatively new segment in the Wilhelmsen group
accounts and reporting, and follows
the increased ownership and consolidation
of NorSea Group from 26 September 2017.
Total income from supply services was USD
285 million in 2018, up from 57 million in 2017.
The increase is due to full year consolidation
of NorSea Group, compared with only one
quarter in 2017.
EBITDA came in at USD 51 million, while
share of profit from associates was USD
9 million. Both were significantly up from
the previous year.
Net financial items were an expense of USD
15 million, and tax was an expense of USD
4 million in 2018.
Net profit after minority interests was USD
11 million for the year, up from 3 million in 2017.
NorSea Group AS
NorSea Group provides supply bases and
integrated logistics solution to the offshore
industry. Wilhelmsen owns 75.2% of NorSea
Group (40% ownership until September 2017
and 74.2% as per 31 December 2017). NorSea
Group is fully consolidated in Wilhelmsen’s
accounts from end of third quarter 2017.
Total income for NorSea Group was USD
275 million in 2018, significantly up from
the previous year. Income was supported by
increased offshore activities, and services for
the NATO exercise Trident Juncture which
took place during the second half of the year.
During the year, NorSea Group entered the
offshore wind market.
EBITDA was up for the year, supported by
an increase in total income and improved
performance in non-Norwegian activities
towards the end of the year.
WilNor Governmental Services
WilNor Governmental Services provides
military logistics services in Norway and
internationally. Wilhelmsen owns 51% of the
company directly, with the remaining 49%
owned through NorSea Group.
Total income for WilNor Governmental
Services was USD 11 million in 2018, up from
USD 5 million in 2017. The increase partly
reflects activities related to the NATO exercise,
Trident Juncture 2018. In connection with
the exercise, WilNor Governmental Services
purchased goods and services on behalf of the
Norwegian defence authorities equal to USD
129 million. This has been accounted for on a
net basis in the income statement.
EBITDA was stable for the year.
Holding and investments
The holding and investments segment includes
investments in Wallenius Wilhelmsen ASA
and Treasure ASA, financial assets, and other
holding and investments activities.
Total income for the holding and investments
segment was USD 11 million in 2018, compared
with USD 171 million in 2017. The income for
2017 included USD 155 million in net gain from
change of accounting principles, as well as
income from activities now reported as part
of the supply services segment. Adjusting for
these items, income was stable.
EBITDA was a loss of USD 14 million in 2018,
compared with a profit of USD 138 million in
2017.
Share of profit from associates was USD
23 million for the year, compared with USD
49 million one year earlier. The income mainly
Supply
services
• NorSea Group
(owned ~75.2%)
• WilNor Governmental
Services
18
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 came from the 37.8% ownership in Wallenius
Wilhelmsen ASA.
Change in fair value financial assets was a loss
of USD 56 million in 2018, mainly related to
the shareholding in Hyundai Glovis.
Net financials were an income of USD
10 million, down from USD 16 million
in 2017. Dividend income from financial
assets compensated for loss on investment
management.
Net profit/(loss) after tax and minorities was
a net loss of USD 23 million compared with a
profit of USD 150 million in the previous year.
Wallenius Wilhelmsen ASA
Wallenius Wilhelmsen ASA is a global provider
of ocean and land-based logistics services
towards car and ro-ro customers and is listed
on the Oslo Børs. Wilhelmsen owns 37.8% of
the company, which is reported as associate in
Wilhelmsen’s accounts.
The merger between Wilh. Wilhelmsen ASA
and WallRoll AB in April 2017 materially
impacted the consolidated historical financial
statements for 2017. Therefore, the financial
information for 2017 used for comparison
with 2018 figures is based on the unaudited
proforma income statement for first quarter
2017, as well as actual figures for the last three
quarters of 2017.
Total income for Wallenius Wilhelmsen ASA
was USD 4 065 million for the full year of
2018, up 6% compared to 2017 (proforma
revenue). The increase in total income was
driven by stable net freight and increased
surcharges related to bunker adjustment
clauses for the ocean segment and growth
in the landbased segment.
Wilhelmsen’s share of profit from Wallenius
Wilhelmsen ASA was USD 23 million in 2018,
down from USD 44 million in 2017.
After a strong increase in 2017, the Wallenius
Wilhelmsen ASA share price was equally
down in 2018, closing at NOK 29.70. As
of 31 December 2018, the market value
of Wilhelmsen’s investment was USD
547 million, while the book value of the
shareholding was USD 847 million.
Wallenius Wilhelmsen ASA did not pay any
dividend in 2018.
Treasure ASA
Treasure ASA holds a 12.04% ownership
interest in Hyundai Glovis, and is listed on
the Oslo Børs. Wilhelmsen owns ~72.7% of
Treasure ASA. Hyundai Glovis is from 4 April
2017 reported as financial assets to fair value
in the Wilhelmsen accounts.
Treasure ASA’s main source of income is
the dividend paid to the shareholders of
Hyundai Glovis. This is reported as financial
income in Wilhelmsen’s accounts. Dividend
received in 2018 was USD 13 million, while
the dividend income received in 2017 was
USD 12 million.
The value of Treasure ASA’s investment
in Hyundai Glovis was USD 523 million
by the end of 2018, down from USD 575
million by the end of the previous year.
The USD 53 million in value reduction for
2018 was accounted for as change in fair
value financial assets. The corresponding
USD 5 million reduction in value in 2017
was reported as part of mark-to-market
revaluation of available for sale financial
assets reported under comprehensive
income.
For 2018, EBITDA ended at USD 601 million
which included costs of about USD 5 million
related to the restructuring and realisation of
synergies. EBITDA adjusted for these items,
came in at USD 606 million, a decline of 14%
compared to last year’s adjusted EBITDA of
USD 706 million (based on proforma figures).
The performance shortfall was largely driven
by the ocean segment, which was negatively
impacted by bunker prices, a planned
reduction in contracted Hyundai Motor
Group volumes, lower rates, and unfavourable
currency movements in the first part of the
year. The negative development was partly
balanced by underlying positive volume
development, especially for high & heavy,
and increased realisation of synergies.
The Treasure ASA share price was down
19% for the year, closing at NOK 11.60. As
of 31 December 2018, the market value of
Wilhelmsen’s shareholding in Treasure ASA
was USD 214 million.
In 2018, Treasure ASA paid total dividend
of NOK 0.30 per share. Total cash proceeds
to Wilhelmsen was USD 6 million. The
corresponding figures for 2017 were NOK 0.95
dividend per share, with a total cash proceed
to Wilhelmsen of USD 18 million.
During the fourth quarter, Treasure ASA
bought 1.45 million own shares in the market.
Wilhelmsen maintained a holding of 160
million shares in Treasure ASA.
Holding and
investments
• Wallenius Wilhelmsen ASA
(owned ~37.8%)
• Treasure ASA
(owned ~72.7%)
• Financial assets
19
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 Financial investments
Financial investments include cash and cash
equivalents, current financial investments and
other financial assets held by the parent and
fully owned subsidiaries.
The value of the current financial investment
portfolio held by the holding company
was USD 88 million by the end of the year,
compared with USD 101 million one year
earlier. The portfolio primarily included listed
equities and investment-grade bonds. Net
income from investment management was a
loss of USD 6 million in 2018, compared with
a gain of USD 6 million in 2017.
The value of other financial assets was USD
100 million by the end of 2018, compared with
USD 142 million by the end of 2017. The largest
single investment was the shareholding in
Qube Holdings Limited, an Australian based
logistics and infrastructure company listed on
the Australian Securities Exchange. During
2018, Wilhelmsen reduced its shareholding in
Qube Holdings Limited from 65 million to
50 million, representing an ownership of ~3%.
Net financial income from other financial
assets were a gain of USD 1 million in 2018,
with dividend income of USD 4 million
offsetting a loss from change in fair value
financial assets of USD 3 million.
Risk review
The Wilhelmsen group consists of operating
companies and investments exposed to the
global economy and world merchandised trade.
From an operating perspective, ships service
and ship management (maritime services) and
NorSea Group (supply services) are the most
significant activities and exposures.
From an investment perspective, Wallenius
Wilhelmsen ASA and Treasure ASA are the
most significant exposures.
The restructuring of the Wilhelmsen group
undertaken during recent years has created
a more balanced portfolio and reduced
the exposure to individual activities and
investments.
Internal control and risk management
The group is committed to manage risks in
a sound manner related to its businesses
and operations. To accomplish this, the
governing concept of conscious strategy and
controllable procedures for risk mitigation
ultimately provides a positive impact to
profitability. The responsibility of governing
boards, management and all employees are
to be aware of the current environment in
which they operate, implement measures to
mitigate risks, prepare to act upon unusual
observations, threats or incidents, and
respond to risks to mitigate consequences.
The group has put in place a risk monitor
process based on identification of risks for
each business unit, with a consolidated report
presented to the board on a quarterly basis for
review and necessary actions.
Market risk
Demand for the group’s service offerings are,
to various degree, correlated with the general
global economic activity and in particular
trade in commodities and manufactured
goods. Projections for 2019 provided by the
International Monetary Fund and other
institutions indicates that global expansion
has weakened, but that growth will remain
at a fairly high level. An escalation of global
trade tensions remains a key source of risk
to the outlook.
Maritime services’ exposure is to the
general shipping market. The market has
gradually improved from low levels, but
differences in sentiment between the various
market segments remains. Slower trade
growth, low newbuild orderbooks and
new IMO 2020 bunker regulations will
impact the shipping market over the next
couple of years.
Supply services’ exposure is mainly to the
North Sea offshore sector, and indirectly
towards the oil and gas market in Europe
and globally. After a downturn in 2016/17, the
market sentiment has improved.
Investment exposure is skewed towards
the global automotive and high and heavy
markets, through the investments in
Wallenius Wilhelmsen ASA and, indirectly,
Hyundai Glovis. While medium term
growth prospects remain positive for the
automotive and high and heavy sectors,
market uncertainty has increased. From
a geographical perspective, Wilhelmsen’s
exposure towards Korea and Oceania exceeds
a neutral position due to the significant
reliance on these markets of Wallenius
Wilhelmsen ASA, Hyundai Glovis and Qube
Holdings.
Operational risk
The various operating entities of the group
are exposed to and manage risk specific to the
markets in which they operate. The general
risk picture broadly remains unchanged from
previous years.
20
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 Through its global reach and broad product
spectre, maritime services operations are
exposed to a wide range of operational risk
factors. These are, however, mainly related to
local markets and specific product offerings.
While any such incident will normally have
limited global consequences, a major accident,
turbulence within a key geographical market,
product quality issues, disruption of IT systems
or loss of main customers may affect the wider
financial and operational performance.
Supply services operations will have a similar
risk exposure as maritime services, though
mainly related to the offshore industry and the
northern European region.
The group has established a range of measure
in order to avoid and, potentially, mitigate the
consequences of operational risk incidents.
Financial risk
Wilhelmsen remains exposed to a wide range
of financial risk, either on a general basis or
related to specific group companies. This
includes exposure to currencies, oil prices,
equity markets and interest rates.
In the currency markets, the USD strengthened
against among others EUR and NOK in 2018.
The oil price also went upwards during most of
the year, but ended down after reaching a peak
in October.
The general equity market followed a similar
trend in many markets, with a positive trend
during the first nine months turning negative
in the last quarter. Wilhelmsen’s three largest
investments subject external market pricing
are Wallenius Wilhelmsen ASA, Treasure ASA
and Qube Holdings.
Interest rates remain at historic low levels in
most markets, but with a cautious upward
trend in several markets lead by the US.
The group’s exposure to and management of
financial risk are further described in Note 17 to
the 2018 group accounts. This includes foreign
exchange rate risk, interest rate risk, investment
portfolio risk, credit risk and liquidity risk.
All group companies were compliant with
their loan covenant requirements in 2018.
Health, working environment, and safety
Working environment and occupational health
The company conducts its business with
respect for human rights and labour standards,
including conventions and guidelines related
to the prevention of child or forced labour,
minimum wage and salary, working conditions
and freedom of association. Employees and
external stakeholders are encouraged to report
on non-compliant behaviour through the
group’s global whistleblowing system.
Lost-time
injury
frequency
below set
targets.
Exposure hours
In 2018, there were around 40.5 million
exposure hours (work hours) in the group.
Vessel based operations accounted for 75% of
total exposure hours and onshore operations
accounted for 25%.
Sickness absence and occupational disease
The group has implemented a variety of
initiatives to maintain a healthy work
environment, for example focusing on
monitoring and reporting absence cases,
health and wellness awareness events,
annual health checks, employee assistance
program, adapted working hours, social
activities, employee engagement surveys and
opportunities for personal development.
The sickness absence rate for onshore
operations was 2.23%, compared with base
year 2015 result of 1.67%. The occupational
disease case rate result of 0.07 was in line with
the 2016 base year result of 0.29.
Turnover
The turnover rate for employees in the parent
company and fully owned subsidiaries was
14.93% in 2018, in line with previous year rate
of 13.50% (change of reporting principles from
2017). The turnover rate varies from segment
to segment. As an example, the turnover
rate was higher during the year in ship
management compared to ships service.
Lost time injuries and total recordable cases
There were zero work related fatalities in 2018.
For vessel-based operations, several safety
campaigns aimed at creating safer and
healthier working conditions on board the
vessels were conducted during the year with
focus on analysing results and measuring the
effectiveness of the action taken.
In 2018, the lost-time injury frequency (LTIF)
rate was 0.28, within the target not to exceed
0.50. The total recordable case frequency
(TRCF) rate was 1.40 within the target not to
exceed 2.80. The LTIF rate target for 2019 is
not to exceed 0.50 and the TRCF rate is not to
exceed 2.60.
For onshore operations, there was a focus on
developing knowledge and understanding
21
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 of the importance of personal safety and risk
assessment. Management visibility, safety talks
and active safety delegates have been important
actions to follow up employees most exposed to
hazardous risk. The focus will continue in 2019
on risk assessment, audits, site assessment
programs, and the implementation of better
internal support tools for reporting.
The LTIF rate onshore was 0.20, within target
not to exceed 0.5. The TRCF rate result of 0.52
was within target not to exceed 1.5. The LTIF
target will remain in place for 2019, and the
TRCF rate will be reduced to 1.0.
All reported incidents were investigated to
avoid similar incidents in the future, improve
necessary training and awareness measures.
group has 255 offices in 67 countries within its
controlled structure.
The group employs 9 334 seafarers and 5 252
land-based employees.
Equal opportunities
Wilhelmsen has a clear policy stating that
males and females have the right to equal
opportunities. Harassment and discrimination
based on race, gender or similar grounds,
or other behaviour that may be perceived as
threatening or degrading, is not acceptable.
The industry’s unequal recruitment base
makes it difficult to achieve an equal mix of
gender in the company.
Females represent 33% of the land-based
population, and 1% of the seafarer population.
Near miss incidents and safety observations
Safety observation reporting on vessel
operations remains consistent with 9 126
observations reported for the year compared
to 8 064 cases in 2017.
Two of the five directors on the board of
directors of Wilhelmsen are female, and one
of the four members of the company’s group
management team.
Safety observation reporting onshore improved
in 2018, mainly due to the inclusion of NorSea
Group in the reporting boundary. 3 597
observations were reported versus 224 in 2017.
All reported near misses were investigated to
avoid similar incidents in the future, improve
necessary training and awareness measures,
and improve control measures.
Reporting and utilisation of analytics to
identify key potential improvement areas
continues to be in focus.
Working committee and executive committee
The management cooperates closely with
employees through several bodies, including
the joint working committee and the executive
committee for industrial democracy in foreign
trade shipping. The bodies give valuable
input to solve company related issues in a
constructive way.
The joint working committee discusses issues
related to health, work environment and
safety. The executive committee for industrial
democracy in foreign trade shipping consider
drafts of the accounts and budget, as well as
matters of major financial significance for
the company or of special importance for the
workforce. In 2018, both committees held
official meetings according to plan.
Organisation and people development
Workforce
The group’s head office is in Norway, and the
Driving performance
Wilhelmsen strives to create a performance
culture where engaged employees deliver
desired results and are rewarded accordingly.
Employee performance is measured through
engagement surveys, performance appraisals
and annual activity plans.
In the fourth quarter of 2018, Wilhelmsen
conducted an employee engagement survey
to measure the group’s ability to provide an
engaging and safe work environment where
employees are motivated to work and achieve
their full potential.
The survey results were positive and
consistent with previous year. NorSea Group
and Wilhelmsen Chemicals were included
in the survey for the first time. The overall
engagement score was 72 points, and a
completion rate of 89%.
The performance appraisal is a formal
dialogue between manager and employee.
In 2018, 91% of the population completed
the performance appraisal, above our target
of 85%. 90% also completed a new mid-year
review that was introduced during 2018.
Compensation and benefits
The purpose of Wilhelmsen’s compensation
and benefit framework is to drive performance
and to attract and retain employees with the
right experience and knowledge deemed
necessary to achieve the company’s strategic
ambitions. The framework takes local
22
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 regulations and competition into account, as
well as the responsibility and complexity of
the position.
culture. Good governance contributes to
reducing risk and creating long-term value for
shareholders and other stakeholder.
The bonus schemes are one of several
instruments to drive performance. Bonus
is paid if set bonus targets are reached.
Compensation to executives is described in
the notes 6 and 2 to the group and parent
accounts respectively. Wilhelmsen also
issues a declaration on the determination of
employee benefits for senior executives, note
16 to the parent company accounts.
Investing in competence
“Learning and innovation” is one of the
group’s core values, and Wilhelmsen
pays particular attention to competence
and knowledge development. A learning
organisation with motivated employees
contributes to efficient operations and has a
positive impact on revenue and earnings.
Personal development plans are integrated in
the performance appraisal and review process.
In 2018, the average hours of training recorded
per employee was 38 hours.
Developing leaders for the future
To meet challenging and changing
environments, Wilhelmsen is dependent on
highly qualified leaders.
In 2018, eight females and 14 males, from nine
different nationalities participated in a three
module Leadership Potential programme
held in Oslo and Singapore. The programme
focused on design thinking methodology,
leadership toolboxes, and an agile mindset.
Digital trainees
To increase the digital competence in the
group and challenge existing mindsets,
Wilhelmsen recruited three digital trainees
(two female and one male) in 2018, all
graduates from Norwegian University of
Science and Technology (NTNU). The trainees
are assigned to digital projects in the group
companies over an 18-month period.
Maritime trainees
As part of an ongoing commitment to
developing maritime competence, ship
management recruited two maritime
trainees (two females) in 2018 to embark on a
20-month maritime trainee program.
Wilhelmsen observes the Norwegian Code
of Practice for corporate governance, in
addition to requirements as specified in the
Norwegian Public Companies Act and the
Norwegian Accounting Act. The board’s
corporate governance report for 2018 can be
found in the group annual report for the year
and on www.wilhelmsen.com. It is the board’s
view that the company has an appropriate
governance structure and that it is managed in
a satisfactory way. The corporate governance
report is to be considered by the annual
general meeting on 30 April 2019.
Sustainability
Wilhelmsen assesses environmental, social
and corporate governance issues in its
investment analysis, business decisions,
ownership practises and financial reporting.
The company has a sustainability policy that
includes human rights, labour standards
and a commitment to promote greater
environmental responsibility.
UN Global Compact (UNGC) engagement
In 2018, Wilhelmsen committed to
implementing the ten principles of the UN
Global Compact throughout its operations.
The company has included requirements
related directly to this commitment in
relevant policies.
Wilhelmsen also joined the UNGC Sustainable
ocean business action platform to partner
with other serious actors in contributing to the
achievement of the Sustainable Development
Goals. The platform will conclude in 2020.
Sustainability governance
The board acknowledges that sustainability
is a vital prerequisite for Wilhelmsen to be
a profitable and responsible player in the
industry and society at large. With an aim to
increase transparency, the board therefore
issues a sustainability report following
the guidelines set forward in the GRI
Sustainability reporting standards. The report
describes how Wilhelmsen combines long-
term profitability with emphasis on ethical
business conduct, sustainable solutions
and with respect for human beings, the
environment and society.
Corporate governance
The board believes sound corporate
governance is a foundation for profitable
growth and that it provides a healthy company
Materiality assessment
In 2018, the company conducted an extensive
materiality assessment supported by DNV
GL to ensure attention is on material aspects
Investing in
competence
development
to ensure
employees are
ready to take
on the future.
23
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 of the group’s business. The assessment
concluded that the following topics are of
most importance:
• ethics and anti-corruption,
• health and safety,
• responsible procurement, and
• cyber security and data protection.
These aspects are addressed in the sustainability
report. The full report is available on
www.wilhelmsen.com.
Significant changes to sustainability
reporting boundary in 2018
In 2018, the supply service and solutions
segment have been included in the boundary
of the sustainability report.
Focus areas and achievements in 2018
In 2018, the following areas received particular
attention:
• Employee engagement
• Partnerships for sustainable innovations
• Materiality assessment
• Anti-corruption, competition law, fraud
and theft as well as whistleblowing
• Cyber security
• EU General Data Protection Regulation
(GDPR)
The company’s achievements included:
• Positive 72 point score and 89% completion
rate in employee engagement survey
• Established world’s first autonomous
shipping company with partners
• Defined four high impact sustainability focus
areas where the group will intensify efforts
• Appropriate risk reduction methods and
tools implemented for cyber security
• Implementation of policy and practises
to address EU General Data Protection
Regulation (GDPR).
Focus areas for 2019
Focus areas have been defined for the group to
intensify efforts on the most material topics:
Ethics and anti-corruption:
• Improve identification and follow up of
compliance deviations
• Increase employee competence in
responsible business practice with rollout
of new business standard program and
awareness of our whistleblowing channel
• Optimise organisational resources internally
to improve experience sharing and
knowledge transfer
Health and safety:
• continuous improvement of health and
safety management systems
• increase employee competence in health and
safety behaviour
Responsible procurement:
• improve supplier selection and assessment
process
• improve supplier engagement in responsible
practices through risk-based audits
• optimize organisational resources internally
to improve experience sharing and
knowledge transfer
Cyber security:
• implement a cyber security framework with
continuous assessment on both where we
are and where we need to be when it comes
to cyber maturity
• increase employee competence in cyber
security and data protection risk prevention
behaviour
• Strengthen operational measures in cyber
security
Stakeholder engagement
The company is regularly in dialogue with key
stakeholders who engage with issues relating
to the maritime industry and the activities
of the Wilhelmsen group. The dialogue
contributes to understanding the expectations
of the community and transferring them
to the group. It also enables the company
to communicate decisions to stakeholders
and provide them with explanations for our
underlying motives.
In 2018, Wilhelmsen was engaged in
dialogues with governments, investors,
non-governmental organisations and other
stakeholders discussing topics related
to the group or industry at large. The
main questions were related to financial,
compliance, innovation and sustainability
in general.
Allocation of profit, dividend and shares
The board’s proposal for allocation of the net
profit for the year is as follows:
Parent company accounts (NOK thousand)
Profit for the year
NOK
359 131
To equity
NOK
150 464
Proposed dividend
NOK
116 010
Interim dividend paid
NOK
92 658
Total allocations
NOK
359 131
Sustainability
key focus
areas in 2019:
• Ethics and anti-corruption
• Health and safety
• Responsible procurement
• Cyber security and data
protection
24
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 Dividend
The board is proposing a NOK 2.50 dividend
per share payable during the second quarter
of 2019, representing a total payment of NOK
116 million. The board also proposes that
the annual general meeting gives the board
authority to approve further dividend of up to
NOK 2.50 per share for a period limited in time
up to the annual general meeting in 2020, but
no longer than to 30 June 2020.
Shares
As of 31 December 2018, the company had
3 053 shareholders. 92% of the shareholders
were domiciled in Norway, while 8% of the
shareholders were domiciled outside Norway.
Shareholders domiciled outside Norway
owned 17% of the company’s shares.
The board is granted an authorisation to, on
behalf of the company, acquire up to 10%
of the company’s own issued shares. The
authorisation is valid until the annual general
meeting in 2019, but no longer than to 30 June
2019.
In 2018, Wilhelmsen liquidated 100 000 own
Class A shares, reducing the share capital
to NOK 928 076 480. After the liquidation, the
company has a total of 46 403 824 shares, split
on 34 537 092 Class A shares and 11 866 732
Class B shares.
Outlook
Group business drivers
Wilhelmsen is a global provider of maritime
related services, transportation and logistics
solutions. The prospects for the group and
its business segments are, to various degree,
correlated with general development in world
economy and trade.
Projections for 2019 provided by the
International Monetary Fund and other
institutions indicates that global expansion
has weakened, but that growth remains at a
fairly high level. An escalation of global trade
tensions remains a key source of risk to the
outlook.
Outlook for maritime services
Continued global growth and low
newbuilding activity support further
recovery of the general shipping market.
A slowdown in global trade will have the
opposite effect.
Following sale of some business activities in
2016, Wilhelmsen has focused on building
leading positions within marine products,
ships agency and ship management globally.
The targeted acquisition of Drew Marine did
not materialise, and as a consequence the
marine products business will be developed
primarily organically. Focus on improving
the operating margin, strengthening
profitability and growing the business will
remain. Continued performance improvement
initiatives are expected to have a positive
impact on operating margin.
Outlook
2019: Stable
development
of underlying
operating
performance.
The ~20% ownership stake in Survitec Group
is not expected to generate any revenue or
cash contribution in the short to medium
term. While Wilhelmsen has made a
substantial write down of the asset value in
2018, the investment continue to have a long-
term value potential.
Outlook for supply services
NorSea Group, where Wilhelmsen has a
75.2% shareholding, is mainly exposed
to the Norwegian and Danish oil and gas
industry. Oil prices have recovered from lows
experienced early 2016, supporting some
uplift in activity level. Income from supply
base real estate properties will continue to
be an important contributor, while activity
within offshore wind is expected to gradually
increase.
For governmental services, 2018 was marked
by significant income from the NATO
exercise Trident Juncture. This implies a
reduction in activity level and income in the
short term.
Outlook for other activities
Wallenius Wilhelmsen ASA, where
Wilhelmsen has a ~37.8% shareholding,
maintains a balanced view on prospects. There
is increased uncertainty around the volume
outlook and market rates remain at a low level,
but tonnage balance is gradually improving.
A new two-year performance improvement
program will support underlying profitability
going forward.
Treasure ASA, where Wilhelmsen has a
~72.7% shareholding, is an investment
company with currently one main asset.
The prospects for the group correlates
strongly with the general development of
the Hyundai Glovis financial and share price
performance.
Qube Holdings, where Wilhelmsen has a
~3.0% equity stake, remains exposed to
the general Australian economy and trade.
Long-term value creation is also sensitive to
successful development of Qube’s logistics
infrastructure.
25
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 26
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 The board of
Wilh. Wilhelmsen
Holding ASA
From left:
Carl Erik Steen
Irene Waage Basili
Diderik Schnitler (chair)
Cathrine Løvenskiold Wilhelmsen
Trond Ø. Westlie
27
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 Outlook for the Wilhelmsen group
2018 marked the first full year with the new
group structure. While financial performance
last year was hit by falling asset prices,
the operating performance has improved.
Wilhelmsen continues to hold leading
positions in main business segments, and
the board expects a stable development of
underlying operating performance.
Wilhelmsen’s exposure towards global
trade, and potential introduction of further
tariffs and restrictions, continues to create
uncertainties. Wilhelmsen retains its
robustness to meet such eventualities.
Lysaker, 14 March 2019
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler
chair
Trond Ø. Westlie
Carl Erik Steen
Irene Waage Basili
Cathrine Løvenskiold Wilhelmsen
Thomas Wilhelmsen
group CEO
28
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2018 Responsible
procurement
Since thousands of suppliers and products make up vital pieces of the Wilhelmsen machinery,
we need to make sure that our sustainable expectations are clearly communicated to and
understood by all our suppliers and product manufacturers. We simply require everyone we
partner up with to do business the right way. Together we can enable sustainable global trade.
Together we can make sure our industry contributes to the 17 Sustainable Development Goals.
A
c
c
o
u
n
t
s
a
n
d
n
o
t
e
s
–
g
r
o
u
p
Income statement Wilh. Wilhelmsen Holding group
USD mill
Operating revenue
Other income
Gain/(loss) on sale of assets
Total income
Operating expenses
Cost of goods and change in inventory
Employee benefits
Other expenses
Depreciation
Total operating expenses
Operating profit
Share of profits from joint ventures and associates
Change in fair value financial assets
Financial income
Financial expenses
Profit/(loss) before tax
Tax income/(expenses)
Profit/(loss) from continued operations
Discontinued operations
Net profit/(loss) from discontinued operations (net after tax)
Profit/(loss) for the period
Of which:
Profit attributable to non-controlling interests continued operations
Profit/(loss) attributable to non-controlling interests discontinued operations
Profit/(loss) attributable to owners of the parent
Note
1/3/20
1/23
13
6
1/20
7
4
12
1
1
8
22
2018
867
4
871
(267)
(320)
(206)
(42)
(835)
36
36
(116)
16
(57)
(86)
12
(75)
(75)
(6)
(69)
2017
632
161
793
(194)
(252)
(150)
(22)
(617)
176
55
36
(14)
253
(16)
236
(239)
(2)
55
7
(64)
Basic / diluted earnings per share (USD)
9
(1.48)
(1.38)
Comprehensive income Wilh. Wilhelmsen Holding group
Profit/(loss) for the year
(75)
(2)
Items that may be reclassified to the income statement
Cash flow hedges (net after tax)
Revaluation mark to market value available-for-sale financial assets
Comprehensive income from associates
Currency translation differences
Currency translation differences recycled to income statement as part of loss of sale of assets
Comprehensive income discontinued operations
Items that will not be reclassified to the income statement
Remeasurement postemployment benefits, net of tax
Other comprehensive income, net of tax
Total comprehensive income for the year
12
17
10
Total comprehensive income attributable to:
Owners of the parent continued operations
Owners of the parent discontinued operations
Non-controlling interests
Total comprehensive income for the year
2
(57)
1
(53)
(128)
(119)
(9)
(128)
3
(1)
47
28
(1)
77
75
253
(239)
62
75
Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements.
32
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Balance sheet Wilh. Wilhelmsen Holding group
USD mill
Note
31.12.2018
31.12.2017
ASSETS
Non current assets
Deferred tax asset
Goodwill and other intangible assets
Vessel, property and other tangible assets
Investments in joint ventures and associates
Financial assets to fair value
Other non current assets
Total non current assets
Current assets
Inventories
Current financial investments
Other current assets
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
Paid-in capital
Retained earnings and other reserves
Attributable to equity holders of the parent
Non-controlling interests
Total equity
Non current liabilities
Pension liabilities
Deferred tax
Non current interest-bearing debt
Other non current liabilities
Total non current liabilities
Current liabilities
Current income tax
Public duties payable
Current interest-bearing debt
Other current liabilities
Total current liabilities
Total equity and liabilities
8
7
7
4
12/17
11
13
14/17
11/15
15
10
8
16/17
11
8
16/17
11
54
156
567
1 018
650
23
2 467
74
88
311
140
612
3 079
122
1 699
1 821
196
2 017
20
12
448
100
580
13
9
85
375
483
3 079
Lysaker, 14 March 2019
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler
chair
Trond Ø. Westlie
Carl Erik Steen
Irene Waage Basili
Cathrine Løvenskiold Wilhelmsen
Thomas Wilhelmsen
group CEO
Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements.
18
171
590
1 019
801
37
2 637
81
101
287
167
636
3 273
122
1 853
1 975
212
2 188
23
6
493
97
619
11
7
108
341
466
3 273
33
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Cash flow statement Wilh. Wilhelmsen Holding group
USD mill
Note
2018
2017*
Cash flow from operating activities
Profit/(loss) before tax
Share of (profit)/loss from joint ventures and associates
Changes in fair value financial assets
Financial (income)/expenses
Financial derivatives unrealised
Depreciation/impairment
(Gain)/loss on sale of fixed assets
Gain from sale of subsidiaries, joint ventures and associates
Change in net pension asset/liability
Change in inventory
Change in working capital
Tax paid (company income tax, withholding tax)
Net cash provided by operating activities
Cash flow from investing activities
Dividend received from joint ventures and associates
Proceeds from sale of fixed assets
Investments in tangible and intangible assets
Net proceeds from sale of subsidiaries
Cash discontinued operations
Investments in subsidiaries
Loan repayments received from sale of subsidiaries
Proceeds from sale of financial investments
Current financial investments
Interest received
Net cash flow from investing activities
Cash flow from financing activities
Net proceeds from issue of debt after debt expenses
Repayment of debt
Interest paid including interest derivatives
Dividend to shareholders
Net cash flow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at 31.12
* 2017 including discontinued operations.
4
12
1
1
7
1
4/22
4
7
22
23
1
16
16
1
(86)
(36)
116
41
42
(4)
(1)
7
(6)
(12)
62
20
14
(54)
7
(1)
17
71
(38)
4
40
153
(211)
(29)
(40)
(128)
(26)
167
140
14
(69)
(6)
(8)
42
(11)
107
(5)
(21)
38
(11)
70
18
63
(29)
14
(121)
(89)
111
(58)
5
(87)
230
(271)
(37)
(36)
(114)
(130)
296
167
The group is located and operating world wide and every entity has several bank accounts in different currencies. The cash flow effect from revaluation of cash and
cash equivalents is included in net cash flow provided by operating activities.
Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements.
34
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Equity Wilh. Wilhelmsen Holding group
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
USD mill
Share capital
Own shares
Retained
earnings
Total
Non-
controlling
interests
Total equity
Balance 31.12.2017
122
0
1 853
1 975
212
2 188
Comprehensive income for the period:
Profit/(loss) for the period
Other comprehensive income
Change in non-controlling interests
Put option in associate
Total comprehensive income for the period
0
Transactions with owners:
Dividends
Balance 31.12.2018
122
(69)
(50)
(5)
(124)
(31)
1 699
(69)
(50)
(5)
(124)
(31)
1 821
0
0
(6)
(3)
(1)
(10)
(6)
196
(75)
(53)
(1)
(5)
(134)
(37)
2 017
Owned shares, 100.000 class A, were liquidated in 2018. The share capital is reduced from NOK 930 076 480 by NOK 2 000 000 to NOK 928 076 480.
USD mill
Share capital
Own
shares
Retained
earnings
Total
Non-
controlling
interests
Total equity
Balance 31.12.2016
122
1 868
1 990
502
2 492
Comprehensive income for the period:
Profit/(loss) for the period
Other comprehensive income*
Incoming non-controlling interests
Outgoing non-controlling interests
Total comprehensive income for the period
0
Transactions with owners:
Dividends
Balance 31.12.2017
122
(64)
77
(64)
77
11
11
(28)
1 853
(28)
1 975
0
0
62
(1)
56
(398)
(278)
(8)
212
(2)
77
56
(398)
(267)
(36)
2 188
*Other comprehensive income in statement of equity is not restated in
discontinued and continued operations.
The proposed dividend for fiscal year 2018 is NOK 2.50 per share, payable in
the second quarter of 2019.
Dividend for fiscal year 2017 was NOK 5.50 per share, where NOK 3.50 per share
was paid in May 2018 and NOK 2.00 per share was paid in November 2018.
Dividend for fiscal year 2016 was NOK 5.00 per share, where NOK 3.50 per share
was paid in May 2017 and NOK 1.50 per share was paid in November 2017.
A decision on this proposal will be taken by the annual general meeting on
30 April 2019. The proposed dividend is not accrued in the year-end balance
sheet. The dividend will have effect on retained earnings in second quarter
of 2019.
Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements.
35
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
GENERAL INFORMATION
Wilh. Wilhelmsen Holding ASA (referred to as the parent company) is domiciled
in Norway. The consolidated accounts for fiscal year 2018 include the parent
company and its subsidiaries (referred to collectively as the group) and the
group’s share of joint ventures and associated companies.
The annual accounts for the group and the parent company were issued by the
board of directors on 14 March 2019.
The company is a public limited liability company, listed on the Oslo Stock
Exchange.
BASIC POLICIES
The consolidated accounts have been prepared in accordance with the
International Financial Reporting Standards (IFRS), as endorsed by the
European Union. The separate financial statements for the parent company
have been prepared and presented in accordance with simplified IFRS as
approved by Ministry of Finance 3 November 2014. In the separate statements
the exception from IFRS for recognition of dividends and group contributions is
applied. Otherwise, the explanations of the accounting policy for the group also
apply to the separate statements, and the notes to the consolidated financial
statements will to a large degree also cover the separate statements.
where assumptions and estimates are significant to the consolidated financial
statements are described in more detail in the section on critical accounting
estimates and assumptions.
The accounting policies outlined have been applied consistently for all periods
presented in the accounts.
Standards, amendments and interpretations
IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition
and Measurement for annual periods beginning on or after 1 January 2018,
bringing together all three aspects of the accounting for financial instruments:
classification and measurement; impairment; and hedge accounting.
The Group has applied IFRS 9 retrospectively, with the initial application date of
1 January 2018. The Group has not adjusted the comparative information for
the period beginning 1 January 2017.
Classification and measurement
The Group continued measuring at fair value all financial assets previously
held at fair value under IAS 39. The changes in the classification of the Group’s
financial assets are described in:
The accounts for the group and the parent company are referred to collectively
as the accounts.
Note 12 “Financial assets at fair value” for evaluation of IFRS 9’s presentation
options, for assets accounted for as “Available-for-sale” under IAS 39, available
from the effective date of 01.01.2018.
The group accounts are presented in US dollars (USD), rounded off to the
nearest whole million.
The group has evaluated the impact of IFRS 15. The implementation of the
standard has no material impact on the consolidated and parent accounts.
Entities in Maritime Services, Supply Services and Holding and Investments
are measured using currency of primary economic location in which the entity
operates. The exceptions are investments activity in Malta, where AUD is the
functional currency and the parent company Wilhelmsen Maritime Services
(WMS AS) has USD.
The presentation currency of the separate statements of the parent is NOK
which is also its functional currency.
The income statements and balance sheets for group companies with a
functional currency which differs from the presentation currency (USD) are
translated as follows:
• the balance sheet is translated at the closing exchange rate on the balance
sheet date
• income and expense items are translated at a rate that is representative as
an average exchange rate for the period, unless the exchange rates fluctuate
significantly for that period, in which case the exchange rates at the dates of
the transactions are used
• the translation difference is recognised in other comprehensive income and
split between controlling and non-controlling interests
Goodwill and fair value adjustments of assets and liabilities related to
acquisition of entities which have a functional currency other than USD are
attributed to the acquired entity’s functional currency and translated at the
exchange rate prevailing on the balance sheet date.
The accounts have been prepared under the historical cost convention as
modified by the revaluation of some financial assets and liabilities (including
financial derivatives) at fair value through the income statement.
Preparing financial statements in conformity with IFRS and simplified IFRS
requires the management to make use of estimates and assumptions which
affect the application of the accounting policies and the reported amounts of
assets and liabilities, revenues and expenses.
Estimates and associated assumptions are based on historical experience
and other factors regarded as reasonable under the circumstances. The actual
result may vary from these estimates.
The areas involving a higher degree of judgement or complexity, or areas
There are no other new or amended standards adopted by the group or parent
company in 2018.
New standards, amendments and interpretations to existing standards that
are not yet effective and have not been early adopted by the group;
IFRS 16, ‘Leases’, issued in January 2016 and effective from 1 January 2019
covers the recognition of leases and related disclosure in the financial statements,
and will replace IAS 17 ‘Leases’. In the financial statement of lessees, the new
standard requires recognition of all contracts that qualify under its definition of a
lease as right-of-use assets and lease liabilities in the balance sheet, while lease
payments should be split in interest expense and reduction of lease liabilities. The
right-of-use assets are to be depreciated in accordance with IAS 16 “Property,
Plant and Equipment” over the shorter of each contract’s term and the assets
useful life. The standard consequently implies a significant change in lessees’
accounting for leases currently defined as operating leases under IAS 17. While
this definition is similar to that of IAS 17, it would have required further evaluation
of each contract to determine whether all lease contracts in the group currently
not defined as financial lease, would qualify as leases under new standard. The
group has evaluated the impact of IFRS 16. The current material lease contracts
are related to land and properties (see group account note 19). There are no
other IFRSs or IFRIC interpretations that are not yet effective that would be
expected to have a material impact on the group and the parent company.
COMPARATIVE FIGURES
When items are reclassified in the segment reporting, the comparative figures
are included from the beginning of the earliest comparative period.
SHARES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
(PARENT COMPANY)
Shares in subsidiaries, joint ventures and associates are presented according
to the cost method. Group contribution received is included in dividends
from subsidiaries. Group contributions and dividends from subsidiaries are
recognised in the year for which they are proposed by the subsidiary to the
extent the parent company can control the decision of the subsidiary through
its shareholdings on the balance sheet date. Shares in subsidiaries, joint
ventures and associates are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may exceed the
recoverable amount of the investment. An impairment loss is reversed if the
impairment situation is deemed to no longer exist.
CONSOLIDATION POLICIES
Subsidiaries
Subsidiaries are all entities over which the group has the power to govern the
36
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
financial and operating policies, generally accompanying a shareholding of
more than half of the voting rights. Subsidiaries are consolidated from the date
on which control is transferred to the group. They are deconsolidated from the
date that control ceases.
Intercompany transactions, balances and unrealised gains and losses on
transactions between group companies are eliminated.
Business combination
The acquisition method of accounting is used to account for all business
combinations, regardless of whether equity instruments or other assets are
acquired. The consideration transferred for the acquisition comprises the:
• fair value of the asset transferred
• liabilities incurred to the former owners of the acquired business
• equity interests issued by the group
• fair value of any assets or liability resulting from a contingent consideration
arrangement, and
• fair value of any pre-existing equity interest in the subsidiary
Identifiable assets acquired and liabilities and contingent liabilities assumed in
a business combination are, with limited exceptions, measured initially at their
fair values at the acquisition date. The group recognises any non-controlling
interest in the acquired entity on an acquisition-by-acquisition basis either at
fair value or at non-controlling interest’s proportionate share of the acquired
entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the
• consideration transferred,
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interests in the acquired
entity over the fair value of the net identifiable assets acquired is recorded
as goodwill. If those amounts are less than the fair value of the net identifiable
assets of the business acquired, the difference is recognised directly in profit
or loss as a bargain purchase
Contingent consideration is classified either as equity or a financial liability.
Amounts classified as a financial liability are subsequently remeasured to fair
value with changes in fair value recognised in the income statement.
If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer’s previously held equity interest in the acquire is
remeasured to fair value at the acquisition date. Any gain or losses arising from
such remeasurement are recognised in profit and loss.
Joint arrangements and associates
Joint arrangements and associates are entities over which the group or parent
company has joint control or significant influence respectively but does not
control alone.
Investments in joint arrangements are classified as either joint operations or
joint ventures depending on the contractual rights and obligations to each
investor. The group has assessed the nature of its joint arrangements and
determined them to be joint ventures. Joint ventures are accounted for using
the equity method.
Significant influence generally accompanies investments where the group or
the parent company has 20-50% of the voting rights. The group’s investments
in joint ventures and associates are accounted for by the equity method. Such
investments are recognised at the date of acquisition at cost, including excess
values and possible goodwill.
When an investment ceases to be an associate, the difference between (1) the
fair value of any retained investment and proceeds from disposing of the part
interest in the associate and (2) the carrying amount of the investment at the
date when significant influence is lost, is recognised in the income statement.
If the ownership interest in a joint venture or an associate is reduced, but the
investment continues to be a joint venture or an associate, a gain or loss is
recognised in the income statement corresponding to the difference between
the proportionate book value of the investment sold and the proceeds from
disposing of the part interest in the joint venture or associate.
Non-controlling interests
The group treats transactions with non-controlling interests as transactions
with equity owners of the group.
For purchases from non-controlling interests, the difference between any
consideration paid and relevant share acquired of the carrying value of net
assets of the subsidiary is recorded in equity.
Gains or losses on disposals to non-controlling interests are also recorded in
equity.
Discontinued operations
A discontinued operation is a component of the entity that has been disposed
of or is classified as held for sale and that represents a separate major line of
business or geographical area or operations, is part of a single co-ordinated
plan to dispose of such a line of business or area of operations, or is a
subsidiary acquired exclusively with a view to resale. The result of discontinued
operations is presented separately in the income statement.
SEGMENT REPORTING
The operating segments are reported in a manner consistent with the internal
financial reporting provided to the chief operating decision-maker.
Comparative figures have been reclassified in the segment’s figures from the
beginning of earliest comparative period.
The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
identified as the board and Group Management Team, consisting of the group
chief executive officer (group CEO) and five executive managers.
RELATED PARTIES TRANSACTIONS
The group and the parent company have transactions with joint ventures and
associated companies. These contracts are based on commercial market terms.
See note 11 and 20 to the group accounts for transactions with joint ventures
and associates and note 6 and 14 to the parent company accounts.
See note 6 to the group accounts concerning remuneration of senior executives
in the group and note 2 to the parent company accounts for information
concerning loans and guarantees for employees in the parent company.
FOREIGN CURRENCY TRANSACTION AND TRANSLATION
Transactions
Individual companies’ transactions in foreign currencies are initially recorded
in the functional currency by applying the rate of exchange as of the date
of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated into the respective functional currency at the rate of
the exchange at the balance sheet date. The realised and unrealised currency
gains or losses are included in financial income or expense. For qualified cash
flow hedging derivatives, qualifying net investment hedges, gains and losses
are recognised in other comprehensive income, and reclassified when the
hedged object affects profit or loss.
The group’s share of profit after tax from joint ventures and associates, are
recognised in the income statement as an investing and financial activity.
The share of profit after tax from joint ventures and associates is added to
the carrying amount of the investments together with its share of equity
movements not recognised in the income statement. Sale and dilution of the
share of associate companies is recognised in the income statement when the
transactions occur for the group. Unrealised gains on transactions are partially
eliminated under the equity method.
Translations
In the consolidated financial statements, the assets and liabilities of the
parent company (NOK functional) as well as all non USD functional currency
subsidiaries, joint ventures and associates, including related goodwill, are
translated into USD using the rate of exchange as of the balance sheet date.
The results and cash flow of non USD functional currency subsidiaries, joint
ventures and associates are translated into USD using average exchange rate
for the period reported (unless this average is not a reasonable approximation
37
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the rate on the dates of the
transactions). Exchange adjustments arising when the opening net assets and
the net income for the year retained by non USD operation are translated into
USD are recognised in other comprehensive income. On disposals of a non
USD functional currency subsidiary, joint ventures or associates, the deferred
cumulative amount recognised in equity relating to that particular entity is
recognised in the income statement.
REVENUE RECOGNITION
Revenue from sale of goods and services is recognised when the group entity
sells a product or service to customer. Revenues are recognised at fair value of
the consideration and presented net of value added tax and discounts.
Maritime Services
Revenue from the sale of goods and services is measured at fair value of the
consideration, net of VAT, returns and discounts. Revenue from the sale of
goods is recognised when ownership passes to the customers. Generally, this
is when products are delivered. Rebates and incentive allowance are deferred
and recognised in income upon the realisation or the closing of the rebate
period. Services are recognised as they are rendered.
Supply Services
Recognition of revenue is when it is earned, i.e. when the main risk and control
has been transferred to the customer. This will normally be when the goods
are delivered to the customer. Revenue is measured at the fair value of the
consideration on the time of the transaction.
INVENTORIES
Inventories of purchased goods and work in progress, are valued at cost in
accordance with the weighted average cost method. Impairment losses are
recognised if the net realisable value is lower than the cost price.
Goodwill
Goodwill represents the excess of the consideration transferred, the amount of
any non-controlling interests in the acquiree and the acquisition date fair value
of any previous equity interests in the acquiree over the fair value of the
identifiable net assets of the acquired subsidiary, joint venture or associate.
Goodwill arising from the acquisition of subsidiaries is classified as an intangible
asset. Goodwill arising from the acquisition of an interest in an associated
company is included under investment in associated companies and tested for
impairment as part of the carried amount of the investment annually.
Goodwill from acquisition of businesses is tested annually for impairment and
carried at cost less impairment losses. Impairment losses on goodwill are not
reversed. Gain or loss on the sale of a business includes the carried amount of
goodwill related to the sold business.
For impairment testing goodwill is allocated to relevant cash-generating units
(“CGU”). The allocation is made to those CGU or groups of CGU which are
expected to benefit from the acquisition.
Details concerning the accounting treatment of goodwill are provided in the
section on consolidation policies above.
Other intangible assets
Costs associated with maintaining computer software programmes are
recognised as an expense as incurred. Development costs that are directly
attributable to the design and testing of identifiable and unique software
products controlled by the group are recognised as intangible assets when the
following criteria are met:
• it is technically feasible to complete the software product so that it will be
available for use;
• management intends to complete the software product and use or sell it;
• it can be demonstrated how the software product will generate probable
future economic benefits;
EMPLOYEE BENEFITS - CASH-SETTLED ARRANGEMENTS
Cash–settled payments / bonus plans
For cash-settled payments, a liability equal to the portion services received is
recognised at fair value determined at each balance sheet date.
• adequate technical, financial and other resources to complete the
development and to use or sell the software product are available; and
• the expenditure attributable to the software product during its development
can be reliably measured
See note 6 to the group accounts and note 2 and 16 to the parent accounts
concerning remuneration of senior executives.
TANGIBLE ASSETS
Vessel, property and other tangible assets acquired by group companies are
stated at historical cost. Depreciation is calculated on a straight-line basis.
The carrying value of tangible assets equals the historical cost less
accumulated depreciation and any impairment charges.
The group’s borrowing costs are recognised in the income statement when
they arise. Borrowing costs are capitalised to the extent that they are directly
related to the acquisition of the asset.
Land is not depreciated. Other tangible assets are depreciated over the
following expected useful lives:
Property
Vessel
Other tangible assets
10-50 years
25 years
3-10 years
Each component of a tangible asset which is significant for the total cost of the
item will be depreciated separately. Components with similar useful lives will be
included in a single component.
The estimated residual value and expected useful life of long-lived assets are
reviewed at each balance sheet date, and where they differ significantly from
previous estimates, depreciation charges will be changed accordingly.
GOODWILL AND OTHER INTANGIBLE ASSETS
Amortisation of intangible fixed assets is based on the following expected
useful lives:
Goodwill
Software and licenses
Other intangible assets
Indefinite life
3-5 years
5-10 years
Trademark, technology/licenses and customer relationship have a finite life and
are recognised at historical cost less accumulated amortisation. Amortisation
is calculated using the straight-line method to allocate the cost of trademarks
and licenses over their estimated useful life.
Capitalised expenses related to other intangible assets are amortised over the
expected useful lives in accordance with the straight-line method.
IMPAIRMENT OF GOODWILL AND OTHER NON- FINANCIAL ASSETS
Non-financial assets
At each reporting date the accounts are assessed whether there is an
indication that an asset may be impaired. If any such indication exists, or when
annual impairment testing for an asset is required, estimates of the asset’s
recoverable amount are done. The recoverable amount is the highest of the fair
market value of the asset, less cost to sell, and the net present value (NPV) of
future estimated cash flow from the employment of the asset (“value in use”).
The NPV is based on a discount rate according to a weighted average cost of
capital (“WACC”) reflecting the company’s required rate of return. The WACC is
calculated based on the company’s long-term borrowing rate and a risk-free
rate plus a risk premium for the equity. If the recoverable amount is lower than
the book value, impairment has occurred, and the asset shall be revalued.
Impairment losses are recognised in profit or loss. Assets are grouped at the
lowest level where there are separately identifiable independent cash flows.
Goodwill
Goodwill acquired through business combinations has been allocated to the
relevant CGU. An assessment is made as to whether the carrying amount
of the goodwill can be justified by future earnings from the CGU to which
the goodwill relates. If the ”value in use” of the CGU is less than the carrying
amount of the CGU, including goodwill, goodwill will be written down first.
Thereafter the carrying amount of the CGU will be written down. Impairment
losses related to goodwill cannot be reversed.
38
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
LEASES
Leases for property and equipment where the group carries substantially all the
risks and rewards of ownership are classified as financial leases.
Financial assets to fair value are included in non-current assets unless the
investment matures or management intends to dispose of it within 12 months
of the end of the reporting period.
Financial leases are capitalised at the commencement of the lease at the lower
of fair value of the leased item or the present value of agreed lease payments.
Each lease payment is allocated between liability and finance charges. The
corresponding rental obligations are included in other non-current liabilities.
The associated interest element is charged to the income statement over
the lease period so as to produce a periodic rate of interest on the remaining
balance of the liability for each period.
Financial leases are depreciated over the shorter of the useful life of the asset
or the lease term.
Leases where a significant portion of the risks and rewards of ownership are
retained by the lessor are classified as operating leases. Payments made under
operating leases, net of any financial incentives from the lessor, are charged to
the income statement on a straight-line basis over the period of the lease.
FINANCIAL ASSETS
From 1 January 2018, the group classifies its financial assets in the following
measurement categories:
• those to be measured subsequently at fair value through income statement
• those to be measured at amortised cost
Management determines the classification of financial assets at their initial
recognition.
Financial assets subsequently carried at fair value are initially recognised at fair
value, and transaction costs are expensed in the income statement.
The group and the parent company classified financial assets under IAS 39 into
the following categories: trading financial assets at fair value through income
statement, loans and receivables. The classification depended on the purpose
of the asset.
Short term investments
This category consists of financial assets held for trading. A financial asset is
classified in this category if acquired principally for the purpose of profit from
short term price gains. Short term investments are measured at fair value.
The resulting unrealised gains and losses are included in financial income and
expense. Derivatives are also placed in this category unless designated as
hedges. Assets in this category are classified as current.
Loans and receivables at amortised cost
Loans and receivables are non derivative financial assets with fixed or
determinable payments, which are not traded in an active market. They are
included in current assets, except for maturities greater than 12 months after
the balance sheet date. These are classified as non-current assets. Loans and
receivable are classified as other current assets or other non-current assets in
the balance sheet.
Loans and receivables are recognised initially at their fair value plus transaction
costs. Financial assets are derecognised when the contractual rights to the
cash flows from the financial assets expire or are transferred, and the group has
transferred by and large all risk and return from the financial asset.
FINANCIAL DERIVATIVES
Derivatives are included in current assets or current liabilities, except for
maturities greater than 12 months after the balance sheet date. These are
classified as non-current assets or other non-current liabilities as they form
part of the group’s long-term economic hedging strategy and are not classified
as held for trading.
Derivatives are recognised at fair value on the date a derivative contract is
entered into and are revalued on a continuous basis at their fair value.
Derivatives which do not qualify for hedge accounting
Most derivative instruments do not qualify for hedge accounting. Changes
in the fair value of any derivative instruments which do not qualify for hedge
accounting are presented in the income statement as financial income/expense.
Derivatives which do qualify for hedge accounting
The group designates certain derivatives as hedges of highly probable forecast
transactions (cash flow hedges).
At the date of the hedging transaction, the group documents the relationship
between hedging instruments and hedged items, as well as the objective of its
risk management and the strategy underlying the various hedge transactions. The
group also documents the extent to which the applied derivatives are effective
in offsetting changes in fair value or cash flow associated with the hedge items.
Such assessments are documented both initially and on an ongoing basis.
The fair value of derivatives used for hedging is shown in note 17 to the group
accounts. Changes in the valuation of qualified hedges are recognised directly
in other comprehensive income until the hedged transactions are realised.
The fair value of financial derivatives traded in active markets is based on quoted
market prices at the balance sheet date. The fair value of financial derivatives
not traded in an active market is determined using valuation methodology, such
as the discounted value of future cash flows. Independent experts verify the
value determination for instruments which are considered material.
Cash flow hedge
The effective portion of changes in the fair value of derivatives designated
as cash flow hedges are recognised in other comprehensive income
together with the deferred tax effect. Gain and loss on the ineffective portion
is recognised in the income statement. Amounts recognised in other
comprehensive income are recognised as income or expense in the income
statement in the period when the hedged liability or planned transaction will
affect the income statement.
Net investment hedge
Gain and losses arising from the hedging instruments relating to the effective
portions of the net investment hedges are recognised in other comprehensive
income. These translation reserves are reclassified to the income statement
upon loss of control of the hedged net investments, offsetting the translation
differences from these net investments. Any ineffective portion is recognised
immediately in the income statement as financial income/(expenses).
Realised gains and losses are recognised in the income statement in the
period they arise.
Financial assets to fair value
The Group continued measuring at fair value all financial assets previously held
at fair value under IAS 39. The following are the changes in the classification of
the Group’s financial assets.
DEFERRED TAX / DEFERRED TAX ASSET
Deferred tax is calculated using the liability method on all temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. Deferred income
tax is determined using tax rates and laws which have been enacted by the
balance sheet date and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability settled.
Equity investments in listed companies:
These financial assets were previously classified as “available-for-sale” financial
assets are now classified and measured as equity instruments designated at
fair value through the income statement.
Deferred income tax assets are recognised to the extent that it is probable that
future taxable profit will be available, and that the temporary differences can be
deducted from this profit.
Changes in fair value during the period, is recognised through the income
statement.
Deferred income tax is calculated on temporary differences arising on
investments in subsidiaries and associates, except where the timing of the
reversal of the temporary difference is controlled by the group.
39
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
parent company account as a liability at 31 December current year. Group
contribution to the parent company is recognised as a financial income and
current asset in the financial statement at 31 December current year.
LOANS
Loans are recognised at fair value when the proceeds are received, net of
transaction costs. In subsequent periods, loans are stated at amortised cost
using the effective yield method. Any difference between proceeds (net of
transaction costs) and the redemption value is recognised in the income
statement over the term of the loan. Loans are classified as current liabilities
unless the group or the parent company has an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date.
PROVISIONS
The group and the parent company make provisions for legal claims when a
legal or constructive obligation exists as a result of past events, it is more likely
than not that an outflow of resources will be required to settle the obligation,
and the amount can be estimated with a sufficient degree of reliability.
Provisions are not made for future operating losses.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
When preparing the financial statements, the group and the parent company
must make assumptions and estimates. These estimates are based on the
actual underlying business, its present and forecast profitability over time, and
expectations about external factors such as interest rates, foreign exchange
rates and oil prices which are outside the group’s and parent company’s
control. This presents a substantial risk that actual conditions will vary from
the estimates.
Impairment of goodwill
Assets that have an indefinite useful life, for example goodwill, are not subject
to amortisation and are tested annually for impairment.
The main risks are:
• Growth
• Net profit
• Cash flow
Assets that are subject to amortisation or depreciation are reviewed for
impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is
recognised 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 purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash
flows (cash-generating units). Non-financial assets other than goodwill that
suffered impairment are reviewed for possible reversal of the impairment
at each reporting date. The group has financial models which calculate and
determine the value in use through a combination of actual and expected cash
flow generation discounted to present value. The expected future cash flow
generation and models are based on assumptions and estimate.
See note 7 in the group accounts for additional information.
PENSION OBLIGATIONS
Group companies have various pension schemes, and the employees are
covered by pension plans which comply with local laws and regulations. These
schemes are generally funded through payments to insurance companies or
pension funds on the basis of periodic actuarial calculations. The group and
the parent company have both defined contribution and defined benefit plans
up to 31 December 2018.
The group has “Ekstrapensjon”, a contribution plan for all Norwegian
employees with salaries exceeding 12 times the Norwegian National Insurance
base amount (G). The contribution plan replaced the group obligations mainly
financed from operation. However, the group still has obligations for some
employees’ related to salaries exceeding 12 times the Norwegian National
Insurance base amount (G) mainly financed from operations.
A defined contribution plan is one under which the group and the parent
company pay fixed contributions to a separate legal entity. The group and
the parent company have no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees
the benefits relating to employee service in the current and prior periods.
A defined benefit plan is one which is not a defined contribution plan. This type
of plan typically defines an amount of pension benefit an employee will receive
on retirement, normally dependent on one or more factors such as age, years
of service and pay.
The liability recognised in the balance sheet in respect of defined benefit
pension plans is the present value of the defined benefit obligation at the end
of the reporting period less the fair value of plan assets. The defined benefit
obligation is calculated annually by independent actuaries using the projected
unit credit method. The present value of the defined benefit obligation is
determined by discounting the estimated future cash outflows using interest
rates of high-quality corporate bonds that are denominated in the currency in
which the benefits will be paid, and that have terms to maturity approximating
to the terms of the related pension obligation.
The pension obligation is calculated annually by independent actuaries
using a straight-line earnings method. Actuarial gains and losses arising from
experience adjustments and changes in actuarial assumptions are charged or
credited to equity in other comprehensive income in the period in which they
arise. Past-service costs are recognised immediately in the income statement.
RECEIVABLES
Account receivables and other receivables, that have fixed or determinable
payments that are not quoted in an active market are classified as receivables.
The group applies the IFRS 9 simplified approach to measure expected credit
losses which uses a lifetime expected loss allowance for all trade receivables
and contract assets. To measure the expected credit losses, trade receivables
has been grouped based on shared credit risk characteristics and days past due.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in hand, deposits held at call with
banks and other liquid investments with maturities of three months or less.
Bank overdrafts are presented under borrowings in current liabilities on the
balance sheet.
SHARE CAPITAL AND TREASURY SHARES
When the parent company purchases its own shares (treasury shares),
the consideration paid, including any attributable transaction costs net of
income tax, is deducted from the equity attributable to the parent company’s
shareholders until the shares are cancelled or sold. Should such shares
subsequently be sold or reissued, any consideration received is included in
share capital.
DIVIDEND IN THE GROUP ACCOUNTS
Dividend payments to the parent company’s shareholders are recognised as a
liability in the group’s financial statements from the date when the dividend is
approved by the general meeting.
DIVIDEND AND GROUP CONTRIBUTION IN PARENT ACCOUNTS
Proposed dividend for the parent company’s shareholders is shown in the
40
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Note 1 Combined items, income statement
USD mill
OPERATING REVENUE
Ships service revenue
Supply services revenue
Ship management and crewing revenue
Other revenue
Total operating revenue
GAIN ON SALE OF ASSETS
Gain on sale of assets
Disposal of associate (step up loss)
Gain from change in measurement of Hyundai Glovis
Total gain on sale of assets
OTHER EXPENSES
Loss on sale of assets
Office expenses
Communication and IT expenses
External services
Travel and meeting expenses
Marketing expenses
Other operating expenses
Total other expenses
FINANCIAL INCOME AND EXPENSES
Financial items
Investment management
Interest income
Other financial items
Net financial items
Financial – interest expenses
Interest expenses
Other financial expenses
Net financial – interest expenses
Financial currency
Net currency gain/(loss) – non financial currency
Net currency gain/(loss) – financial currency
Derivatives for hedging of cash flow risk – realised
Derivatives for hedging of cash flow risk – unrealised
Net financial currency
Financial income/(expenses)
Spesification of financial income and expenses
Net financial items
Net financial currency gain
Financial income
Net financial – interest expenses
Net financial currency loss
Financial expenses
See note 17 on financial risk and the section of the accounting policies concerning financial derivatives.
Note
2018
2017
20
23
12
20
535
283
41
8
867
4
4
(58)
(27)
(31)
(8)
(4)
(78)
(206)
(6)
4
18
16
(29)
(5)
(34)
(4)
(3)
(2)
(15)
(23)
(41)
16
16
(34)
(23)
(57)
525
43
63
632
6
(40)
195
161
(1)
(39)
(30)
(35)
(8)
(4)
(32)
(150)
5
5
12
22
(14)
(14)
7
(2)
9
14
22
22
14
36
(14)
(14)
41
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 2 Segment reporting
SEGMENTS
The chief operating decision-maker monitors the business by combining
entities with similar operational characteristics such as product services,
market and underlying asset base, into operating segments.
The Maritime Services segment offers marine products, ship agency services
and logistics to the merchant fleet and ship management including manning for
all major vessel types, through a worldwide network of more than 255 offices in
some 67 countries.
The Holding and Investments segment includes the parent company, Wilh.
Wilhelmsen Holding ASA, Treasure ASA group, Wilh. Wilhelmsen Holding Invest
AS group and other minor activities (WilService AS, Wilhelmsen Accounting
Services AS and corporate group activities like operational management, legal,
finance, portfolio management, communication and human relations) which
fail to meet the definition for other core activities. The groups investment in
WalWil is presented as part of Holding and Investments as an investment in
associates.
The Supply Services segment is mainly related to the operation of supply
bases for the oil industry in Norway, as well as real estate development and
operation of properties both on and off the supply bases. In addition to the
activity in Norway, the segment offers its services in both Denmark and in
the UK. The international activity consists of both operation of supply bases,
maintenance of rigs and handling of logistics related to international pipeline
projects and windmill parks.
Eliminations are between the group’s three segments mentioned above.
The segment income statement are measured in the same way as in the
financial statements.
The segment information provided to the chief operating decision-maker for
the reportable segments for the year ended 31 December 2018 is as follows:
USD mill
Maritime Services
Supply Services
Holding
and Investments
Eliminations/
discontinued
operations (2017)*
Total
2018
2017
2018
2017
2018
2017
2018
2017
2018
2017
INCOME STATEMENT
Operating revenue
Gain on disposals of assets
Total income
Cost of goods and change in inventory
Employee benefits
Other expenses
Depreciation and impairments
Total operating expenses
Operating profit/(loss)
Share of profit from associates
Changes in fair value financial assets
Net financial income / expenses
Profit/(loss) before tax
Tax income/(expense)
Profit/(loss)
Result of discontinued operations
Non-controlling interests
Profit/(loss) to the owners of parent
*Discontinued operations, see note 22.
580
2
582
(198)
(212)
(130)
(16)
(556)
26
4
(61)
(37)
(68)
13
(55)
2
(56)
574
6
580
(182)
(214)
(133)
(15)
(544)
36
283
3
285
(68)
(96)
(71)
(26)
(260)
25
4
9
6
46
(15)
30
1
29
(15)
20
(4)
15
4
11
57
11
57
11
(10)
(20)
(18)
(6)
(54)
2
1
(1)
3
1
4
1
3
(1)
(13)
(12)
(1)
(26)
(15)
23
(56)
10
(38)
3
(35)
(12)
(23)
16
155
171
(1)
(19)
(13)
(34)
138
49
16
204
(2)
202
52
150
(7)
(7)
6
7
0
0
0
(14)
(14)
14
14
(0)
(0)
0
(239)
7
(0)
(246)
867
4
871
(267)
(320)
(206)
(42)
(835)
36
36
(116)
(41)
(86)
12
(75)
(6)
(69)
632
161
793
(194)
(252)
(150)
(22)
(617)
176
55
22
253
(16)
236
(239)
62
(64)
Supply Services; One customer represent about 13% of the total revenue.
42
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 2 Segment reporting
The amounts provided to the chief operating decision-maker with respect to total assets, liabilities and equity are measured in the same way as in the financial statements.
USD mill
Maritme Services
Supply Services
Holding and
Investments
Eliminations
Total
31.12.18
31.12.17
31.12.18
31.12.17
31.12.18
31.12.17
31.12.18
31.12.17
31.12.18
31.12.17
BALANCE SHEET
Assets
Deferred tax asset
Intangible assets
Tangible assets
Investments in joint ventures
and associates
Financial assets to fair value
Other non current assets
Current financial investments
Other current assets
Cash and cash equivalents
Total assets
Equity and liabilities
Equity majority
Equity non-controlling interests
Deferred tax
Interest-bearing debt
Other non current liabilities
Other current liabilities
Total equity and liabilities
42
149
188
11
27
13
294
110
834
237
(1)
12
197
97
292
834
11
163
187
12
83
29
305
144
934
329
(1)
6
196
94
310
934
6
107
12
671
152
54
330
18
117
671
Investments in tangible assets
19
21
29
4
5
6
4
8
377
401
159
176
5
62
8
7
2
848
623
24
88
14
18
2
2
832
718
22
101
38
15
54
156
567
18
171
590
1 018
1 019
650
23
88
385
140
801
37
101
368
167
(20)
(19)
(30)
(37)
664
1 624
1 730
(50)
(56)
3 079
3 273
150
55
369
18
71
1 431
1 497
144
158
23
9
17
54
9
14
664
1 624
1 730
(17)
(3)
(30)
(50)
(18)
(1)
(37)
(56)
1 821
1 975
196
12
533
120
397
212
6
601
120
358
3 079
3 273
48
26
43
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 2 Segment reporting
The amounts provided to the chief operating decision-maker with respect to cash flows are measured in a manner consistent with that of the balance sheet.
USD mill
CASH FLOW
Profit/(loss) before tax
Changes in fair value financial assets
Share of profit from joint ventures and associates
Net financial (income)/expenses
Depreciation/impairment
Change in working capital
Net gain from sale of assets/change of accounting principle
Net cash provided by operating activities
Dividend received from joint ventures and associates
Net sale/(investments) in fixed assets
Net sale/(investments) in entities and segments
Net investments in financial investments
Net changes in other investments
Net cash flow from investing activities
Net change of debt
Net change in other financial items
Net dividend from other segments/ to shareholders
Net cash flow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of period
GEOGRAPHICAL AREAS
Maritime Services
Supply Services
Holding and Investments
2018
2017
2018
2017
2018
2017
(68)
61
(4)
37
16
(20)
(2)
20
3
(13)
18
(2)
7
1
(15)
(47)
(61)
(34)
144
110
46
(4)
(6)
15
(10)
(3)
38
5
(15)
(21)
1
(30)
20
(12)
(34)
(25)
(17)
161
144
20
(9)
15
26
(6)
(3)
42
17
(24)
6
1
1
(0)
(17)
(14)
(6)
(38)
4
8
12
3
(1)
1
6
6
14
(5)
3
(2)
(6)
(4)
(10)
2
6
8
(38)
56
(23)
(10)
1
5
(9)
(3)
40
36
(27)
(3)
7
(23)
3
15
18
204
(49)
(16)
9
(155)
(8)
13
(54)
(41)
19
(2)
(7)
10
(38)
54
15
USD mill
Europe
Americas
Asia & Africa
Oceania
Other
Total
2018
2017
2018
2017
2018
2017
2018
2017
2018
2017
2018
2017
Total income
Total assets
513
429
2 367
2 474
66
34
Investment in tangible assets
38
16
63
36
1
262
562
10
271
622
9
30
115
30
141
871
793
3 079
3 273
48
26
Russia is defined as Europe.
Total income
Area income is based on the geographical location of the company and
includes sales gains.
Total assets
Area assets are based on the geographical location of the assets.
Investments in tangible assets
Area capital expenditure is based on the geographical location of the assets.
44
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 3 Revenue from contracts with customers
OPERATING REVENUE
USD mill
Revenue segments
Maritime services
Supply services
2018
Holding and
Investments
Elimination
Total
Marine
Products
Ships
Agency
Technical/
crewing
management
Other
Operation
Property
Other
Other
Revenue from
external customers
Total
Timing of revenue
recognition
At a point in time
Over time
Total
Revenue segments
Revenue from
external customers
Total
Timing of revenue
recognition
At a point in time
Over time
Total
358
358
126
126
358
358
126
126
341
341
130
130
341
341
130
130
41
41
41
41
43
43
43
43
55
55
55
55
60
60
60
60
238
238
26
26
18
18
238
238
26
26
18
18
47
47
47
47
7
7
7
7
3
3
3
3
11
11
11
11
16
16
16
16
(7)
(7)
(7)
(7)
(14)
(14)
(14)
(14)
867
867
417
450
867
2017
632
632
402
230
632
SUPPLY SERVICES
Revenues from external customers come from sale of services to the oil and
gas industry (Operations), from the rental of properties (Property) and from the
sale of services to other industries (Other).
Sale of services (Operations and Other)
The performance obligation is satisfied when the services are rendered.
Revenue is recognised with the tranaction value at the time of the transaction.
Rental (Property)
The group is the lessor in operating leases on property. Revenue is recognised
when the revenue is earned.
MARITIME SERVICES
Sale of goods (Marine Products)
The performance obligation is satisifed upon delivery of Marine Products to
the customer at vessel or warehouse. Recognition of revenue at the point
of delivery is recognized net of discounts and customer bonus. Customer
bonuses are regarded as a variable consideration estimated on monthly basis.
At end of reporting period the variable consideration is re-assessed and
recognized as the uncertainty is subsequently resolved.
Sale of services (Ships Agency)
The performance obligation is satisfied when the services are rendered. WSS
acts as an agent by providing the customer with services from other parties.
It is the other party that is responsible for fulfilling the performance obligation.
WSS does not have inventory risk or the discretion in establishing prices for
the specified goods and services provided by these other parties. Net revenue
(agency fees and commissions) arriving from ships agency and maritime
logistics services are recognized as incurred.
Technical / crewing management
The revenue from technical management and crew management services is
based on a fixed fee per year negotiated between the parties and charged with
1/12 to the vessel owning companies monthly. Furthermore, Wilhelmsen Ship
Management (WSM) invoice the vessel owning companies a fixed negotiated
“manning fee” per crew on board the vessel on a monthly basis. The revenue
arriving from Technical management and crew management services is
recognized within the same month as the service have been provided to the
vessel owner. The benefit of service rendered as per agreed in the Shipman is
considered to be delivered to the vessel owner simultaneously as the service
is being provided. Revenue from manning fee is based on crew on board the
vessels and is recognised within the same month the seafarer has delivered
his/her service on board the vessel.
Sale of goods (Other)
The performance obligation is satisifed upon delivery of ropes to non-maritime
customers and chemicals to the consumer market. Recognition of revenue
at the point of delivery is recognized net of discounts. The revenue from
insurance broker activity is based on commission of the insurance premium.
The fee is per year and charged 1/12 to the account monthly.
HOLDING & INVESTMENTS
The operation revenue is related inhouse services to external customers as
house rent, canteen services, HR services and salary services.
45
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 4 Investments in associates
Holding and Investments
Wallenius Wilhelmsen ASA
Denholm Port Services Limited
Raa Labs AS
Dolittle AS
Massterly AS
Business office/country
Lysaker, Norway
Grangemouth, United Kingdom
Lysaker, Norway
Lysaker, Norway
Lysaker, Norway
Maritime Services - companies with significant shares of profits
Almoayed Wilhelmsen Ltd
Wilhelmsen Huayang Ships Services (Shanghai) Co Ltd
Wilhelmsen Huayang Ships Services (Beijing) Co Ltd
Diana Wilhelmsen Management Limited
Barwil Arabia Shipping Agencies SAE
Wilhelmsen Ships Service Georgia Ltd
Barwil Georgia Ltd.
Barklav (Hong Kong) Ltd
BWW LPG Limited
Alghanim Barwil Shipping Co-Kutayba Yusuf Ahmed & Partner WLL
Wilhelmsen Ships Service Lebanon S.A.L.
BWW LPG Sdn. Bhd.
Wilhelmsen Ships Service (Private) Limited
Wilhelmsen-Smith Bell Shipping Inc
Wilhelmsen-Smith Bell (Subic) Inc.
Wilhelmsen-Smith Bell Manning, Inc.
Perez Torres - Portugal Lda
Bahrain
China
China
Cyprus
Egypt
Georgia
Georgia
Hong Kong
Hong Kong
Kuwait
Lebanon
Malayisia
Pakistan
Philippines
Philippines
Philippines
Portugal
Wilhelmsen Hyopwoon Ships Services Ltd
Republic of Korea
Barklav S.R.L.
Binzagr Barwil Maritime Transport Co Ltd
Krew-Barwil (Pty) Ltd
Wilhelmsen Meridian Navigation Ltd, Sri Lanka
Baasher Barwil Agencies Ltd
Triangle Shipping Agencies LLC
Wilhelmsen Ships Service LLC
Barwil Abu Dhabi Ruwais LLC
Barwil Dubai LLC
Denholm Port Services Limited
Wilhelmsen Sunnytrans Co Ltd
Supply Services - companies with significant shares of profits
Risavika Havn AS
Risavika Eiendom AS
Hammerfest Næringsinvest AS
Bring Polarbase AS
Strandparken Holding AS
Eldøyane Næringspark AS
Risavika Havnering 14 AS
Romania
Saudi Arabia
South Africa
Sri Lanka
Sudan
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Arab Emirates
Grangemouth, United Kingdom
Vietnam
Tananger, Norway
Tananger, Norway
Hammerfest, Norway
Hammerfest, Norway
Hammerfest, Norway
Stord, Noway
Stavanger, Norway
2018
2017
Voting share/ownership
37.8%
40.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
35.0%
50.0%
50.0%
50.0%
49.0%
49.0%
49.0%
49.0%
50.0%
49.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
49.0%
40.0%
50.0%
50.0%
43.0%
50.0%
50.0%
50.0%
42.8%
42.0%
32.3%
41.0%
33.1%
37.9%
33.3%
37.8%
50.0%
50.0%
50.0%
50.0%
50.0%
35.0%
50.0%
50.0%
50.0%
49.0%
49.0%
49.0%
49.0%
50.0%
49.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
49.0%
40.0%
50.0%
50.0%
43.0%
50.0%
50.0%
40.0%
50.0%
42.8%
42.0%
32.3%
41.0%
33.1%
37.9%
33.3%
An overview of actual equity holdings can be found in the presentation of
company structure on page 124.
With effect from 1 April, 2017 the group changed the accounting for Hyundai
Glovis from Investment in associate to financial assets to fair value. See note 12.
automotive, agricultural, mining and construction equipment industries and its
services consist of supply chain management, ocean transportation, terminal
services, inland distribution and technical services. WalWil is the contracting
party in customer contracts with industrial manufacturers for cars, agricultural
machinery etc.
On 4 April 2017, the subsidiary WWASA was merged with Wall Roll AB creating
Wallenius Wilhelmsen ASA (WalWil). After the merger the group own 37.8%
of WalWil. WalWil is an operating company within both shipping segment and
logistics segment. The company provides global transportation services for the
With effect from 26 September 2017, the group increased its shareholding
in NorSea Group from 40% to 72%. Following this transaction, the group has
further acquired a minor portion of management controlled shares of 3.15%
bringing the total shareholding to 75.15%. See note 22 for further information.
46
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Cont. note 4 Investments in associates
USD mill
2018
2017
Share of profit/(loss) from associates
WalWil group
NorSea Group AS
Other associates Holding and Investments
Other associates Maritime Services
Other associates Supply Services
Share of profit/(loss) from associates
Book value of material associates
WalWil group
Specification of share of equity and profit/loss:
Share of equity 01.01
Share of profit for the year
Merger WalWil
Business combination NorSea Group
Associates in Supply Services
Transfer to Available-for-sale Hyundai Glovis
Dividend
Financial derivatives in associates
Other comprehensive income
Share of equity 31.12
23
(1)
4
27
44
5
4
54
847
831
900
27
(16)
(5)
(6)
900
491
54
790
(100)
60
(378)
(18)
1
900
There are no contingent liabilities relating to the group’s interest in the associates.
Set out below are the summarised financial information for, based on 100%, for
WalWil group, which, in the opinion of the directors, is the material associates
to the group.
Associates not considered to be material is defined under ”other” (based on
100%).
USD mill
SUMMARISED STATEMENT
OF COMPREHENSIVE INCOME
Total income
Operating expenses
Net operating profit
Finance income & expenses
Other financial expenses
Profit before tax
Tax
Profit/(loss) after non-controlling interests
Other comprehensive income
Total comprehensive income
WWH share of dividend from associates
WalWil
Other
2018
2017
2018
2017
4 065
2 992
(3 821)
244
(152)
(15)
78
(20)
52
(16)
36
(2 739)
253
(105)
1
148
(3)
134
(3)
132
75
(60)
16
(6)
10
(2)
8
(1)
7
3
91
(78)
13
12
(2)
10
10
5
47
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 4 Investments in associates
USD mill
SUMMARISED BALANCE SHEET
Non current assets
Other current assets
Cash and cash equivalents
Total assets
Non current financial liabilities
Other non current liabilities
Current financial liabilities
Other current liabilities
Total liabilities
Net assets
WalWil
Other
31.12.2018
31.12.2017
31.12.2018
31.12.2017
6 110
818
485
7 414
6 272
690
797
7 759
3 055
3 103
361
530
588
389
661
810
4 533
4 963
2 880
2 796
174
34
77
285
68
5
66
35
174
112
186
56
79
321
72
6
6
108
193
128
The information above reflects the 100% amount presented in the financial statements of the associates, adjusted for differences in accounting policies
between the group and the associates.
USD mill
RECONCILIATION OF SUMMARISED
FINANCIAL INFORMATION
Net asset 01.01
Increased capital
Profit for the period
Other comprehensive income
Currency translation differences
Transaction with non-controlling interests
Dividend
Net assets 31.12
WWH share
Currency
Fair value adjustment vessel and goodwill*
Carrying value 31.12
WalWil
Other
31.12.2018
31.12.2017
31.12.2018
31.12.2017
2 796
52
(16)
48
2 664
134
(3)
2 880
2 796
1 088
(3)
(239)
847
1 057
(226)
831
127
8
(1)
(1)
(20)
112
53
25
105
10
(2)
(11)
127
69
53
69
*The share price of Wallenius Wilhelmsen ASA at the merger (April 2017) was lower than booked equity in Wallenius Wilhelmsen group.
The group market value of the investment in Wallenius Wilhelmsen ASA at 31
December 2018 was USD 547 million (2017: USD 1 155 million). WalWil is a
separately listed company on Oslo Stock Exchange. The market capitalisation
of its shares at year end is 35% lower than the carrying amount of the
investment, as accounted for under the equity method.
The market price is an objective indicator of impairment. In spite of this, the
value in use calculation based on projections prepared by management of
WalWil, indicates that the recoverable amount is higher than WalWils carrying
amounts for the key assets of WalWil. This impairment test has been reviewed
by the management of WWH, and adjusted for factors related to the financing
and working capital of WalWil in order to assess a reasonable value in use
for the investment in the shares of WalWil. Based on this assessment, the
recoverable amount attributable to the shares is higher than the carrying
amount. The recoverable amount is particularly sensitive to volume and/or
prices, and interest rate levels for the financing within WalWil.
Reconciliations of the group's income statement and balance sheet
USD mill
Share of profit from joint ventures
Share of profit from associates
Share of profit from joint ventures and associates
Share of equity from joint ventures
Share of equity from associates
Share of equity from joint ventures and associates
2018
2017
9
27
36
117
900
1 018
1
54
55
119
900
1 019
The group’s share of profit, after tax from joint ventures and associates is recognised in the income statement as an financial income. All joint ventures and
associates are equity consolidated.
48
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 4 Investments in joint ventures
NorSea Group
Coast Center Base AS (CCB)
KS Coast Center Base (CCB)
Vikan Næringspark AS
SørSea AS
Polar Lift AS
Business office, country
Voting share/ownership
2018
2017
Fjell, Norway
Fjell, Norway
Kristiansund, Norway
Tananger, Norway
Hammerfest, Norway
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
Coast Center Base AS is a joint venture between NorSea Group and Bernh.
Larsen Holding AS and was established in 1998. It delivers services related to
logistics, quay, project and maintenance to the oil & gas industry in addition to
maritime industry.
SørSea AS is a joint venture between NorSea Group and Røsi AS/Stangeland
Gruppen AS. It owns land in Risavika in Norway.
Polar Lift AS is a joint venture between NorSea Group and Havator AS. It rents
out cranes and other equipment and is located in Hammerfest in Norway.
KS Coast Center Base AS is a joint venture between NorSea Group and
Bernh. Larsen Holding AS and was established in 1973. It is mainly a property
company owning infrastructure rented out to Coast Center Base AS.
All companies are private companies and there are no quoted market price
available for the shares.
Vikan Næringspark AS is a joint venture between NorSea Group and
Kristiansund Baseselskap AS. It owns property that is rented out to Vestbase
AS, a subsidiary of NorSea Group, in Kristiansund.
There are no other contingent liabilities relating to the group’s interest in the
joint ventures.
49
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Cont. note 4 Investments in joint ventures
USD mill
Summarised financial information – according to the group's ownership
Share of total income
Share of operating expenses
Share of depreciation
Share of net financial items
Share of tax expense
Share of profit/(loss) for the year
Share of equity (equity method)
Book value
Excess value (goodwill)
USD mill
Joint ventures' assets, equity and liabilities (group's share of investments)
Share of non current assets
Share of cash and cash equivalents
Share of current assets
Total share of assets
Share of equity
Share of profit for the period
Dividend received/repayments of share capital
Currency translation differences
Share of equity 31.12
Share of non current financial liabilities
Share of other non current liabilities
Share of other current liabilities
Total share of liabilities
Total share of equity and liabilities
2018
2017
75
(59)
(5)
(1)
(1)
9
69
48
21
(17)
(1)
(1)
1
69
50
2018
2017
153
21
6
180
69
9
(4)
(5)
68
86
3
22
111
180
169
19
13
201
70
1
(2)
69
104
3
25
132
201
Set out below are the summarised financial information, based on 100%, for Coast Center Base (CCB), which, in the opinion of the directors, is a material joint
venture to the group.
Joint venture not considered to be material, is defined under ”other” (based on 100%).
USD mill
SUMMARISED STATEMENT OF COMPREHENSIVE INCOME
CCB
Other
2018
2017
2018
2017
139
(117)
(7)
15
16
(2)
14
14
38
(33)
(2)
4
(2)
2
2
2
11
(1)
(3)
7
(3)
5
(1)
3
3
4
(1)
(1)
2
(1)
1
0
0
Total income
Operating expenses
Depreciation / amortisation
Net operating profit
Financial income/(expenses)
Profit before tax
Tax income/(expense)
Profit after non-controlling interests
Other comprehensive income
Total comprehensive income
WWH share of dividend from joint ventures
50
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 4 Investments in joint ventures
USD mill
SUMMARISED BALANCE SHEET
Non current assets
Other current assets
Cash and cash equivalents
Total assets
Non current financial liabilities
Other non current liabilities
Other current liabilities
Total liabilities
Net assets
CCB
Other
31.12.2018
31.12.2017
31.12.2018
31.12.2017
179
39
11
229
92
3
38
132
96
200
37
22
260
119
3
45
167
93
128
3
1
132
81
2
7
90
42
138
4
142
89
3
5
97
45
The information above reflects the 100% amount presented in the financial statements of the joint ventures, adjusted for differences in accounting policies
between the group and the joint ventures.
USD mill
RECONCILIATION OF SUMMARISED FINANCIAL INFORMATION
CCB
Other
2018
2017
2018
2017
Opening net asset 31.12
Profit for the period
Other comprehensive income
Cash flow hedges, net of tax
Currency translation differences
Remeasurement postemployment benefits, net of tax
Dividend to shareholder
Reclassification
Closing net assets 31.12
WWH share
Goodwill/ Surplus value / Reversal of internal gain
93
14
(11)
96
48
52
93
2
(3)
93
47
56
Carrying value 31.12
100
102
46
3
(7)
42
21
(4)
17
46
(1)
45
22
(5)
17
Note 5 Principal subsidiaries
Maritime Services
Business office/country
Nature of business
Proportion of ordinary
shares directly held by
parent (%)
Proportion of ordinary
shares held by the
group (%)
Wilhelmsen Maritime Services AS
Wilhelmsen Ships Service AS
Lysaker, Norway
Lysaker, Norway
Maritime products and services
Maritime products and services
100%
Wilhelmsen Ship Management Ltd
Hong Kong
Ship management
Supply Services
NorSea Group AS
Holding and Investments
Tananger, Norway
Supply Services
Wilh. Wilhelmsen Holding Invest AS
Lysaker, Norway
Treasure ASA*
Lysaker, Norway
Wilh. Wilhelmsen Holding Invest Malta Ltd
Valletta, Malta
Investment
Investment
Investment
100%
72.73%
100%
100%
100%
75.15%
100%
72.73%
100%
The group’s principal subsidiaries at 31 December 2018 are set out above. Unless otherwise stated, they have share capital consisting solely of ordinary shares
that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or
registration is also their principal place of business.
*Treasure ASA acquired during 2018 1.450.000 own shares (0.66%).
51
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 6 Employee benefits
USD mill
Pay
Payroll tax
Pension cost
Other remuneration
Total employee benefits
Number of employees:
Group companies in Norway
Group companies abroad
Seagoing personnel Ship Management
Total employees
Average number of employees
REMUNERATION OF SENIOR EXECUTIVES
USD thousand
2018
Group CEO
Group CFO
President and CEO Wilhelmsen Ships Service
President and CEO Wilhelmsen Ship Management
CEO NorSea Group
2017
Group CEO
Group CFO
President and CEO Wilhelmsen Maritime Services AS**
President and CEO Wilhelmsen Ships Service
President and CEO Wilhelmsen Ship Management
CEO NorSea Group
Note
2018
2017
10
255
24
10
31
320
193
26
10
22
252
2018
2017
872
3 879
9 334
1 053
4 115
9 460
14 085
14 628
14 357
14 194
Pay
Bonus
Pension
premium
*Other
remuneration
Total
Total in NOK
thousand
598
416
376
272
267
575
398
204
360
252
257
243
116
122
56
65
841
329
395
39
49
63
226
55
109
51
9
215
46
153
102
35
9
208
57
24
102
21
1 276
10 385
642
630
482
362
5 228
5 130
3 923
2 946
205
1 837
15 186
51
53
23
54
21
825
805
524
390
350
6 818
6 656
4 333
3 228
2 896
Remuneration is paid in NOK, which means that the USD amounts are not comparable from year to year. Rates of remuneration can be compared by taking account
of changes in the USD exchange rate.
*Mainly related to gross up pension expenses and company car.
**Until 30.06.2017.
52
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Cont. note 6 Employee benefits
Remuneration of the board of directors
USD thousand
Diderik Schnitler (chair)
Trond Westlie
Carl E. Steen
Irene Waage Basili
Cathrine Løvenskiold Wilhelmsen
Odd Rune Austgulen
Helen Juell
2018
2017
80
46
46
46
46
79
45
45
45
45
The board’s remuneration for fiscal year 2018 will be approved by the general meeting 30 April 2019.
Remuneration of the nomination committee, for both Wilh. Wilhelmsen Holding ASA and Treasure ASA, totalled USD 21 thousand for 2018 (2017: USD 21 thousand).
Senior executives
Thomas Wilhelmsen – group CEO
Christian Berg – group CFO
Bjoerge Grimholt – President and CEO Wilhelmsen Ships Service
Carl Schou – President and CEO Wilhelmsen Ship Management
John Stangeland – CEO NorSea Group
See note 2 Employee benefits in the parent company accounts, and note 20 Related party transaction.
LONG-TERM INCENTIVE SCHEME
The long term incentive scheme (LTI) was introduced in 2015. Participants
are members of the group management team and the presidents for
Wilhelmsen Ships Service and Wilhelmsen Ship Management. For the group
CEO, maximum annual payment is 100% of base salary. For the remaining
participants, the maximum annual payment is 50% of base salary.
The LTI focuses on long term shareholder value creation and is based on
positive development of the Wilhelmsen group’s value adjusted equity. The
ambitions set for the programme are to increase alignment with value creation
for shareholders, to attract, retain and motivate participants and drive long-
term group performance.
Settlement is based on return on value adjusted equity the last four years
leading up to the settlement. The value adjusted equity is determined by using
a “sum-of-the-parts” principle. For listed companies, value adjusted equity is
based on market price, while earnings multiples or net asset value are used for
non-listed entities.
The board sets value adjusted equity targets at the beginning of each four year
measurement period. Without consultation or agreement with the individual,
the board has the right to change or terminate the incentive programme after
each year.
Per 31 December 2018, a provision has been made related to the LTI
programme ending on 31 December 2018. Potential payment will be done
in March 2019, pending approval from the board of directors. The provision
has been calculated based on value adjusted equity per 31 December 2018,
risk free return and standard deviation of historic annual value creation. No
provision has been made for the LTI programme expiring on 31 December 2020.
EXPENSED AUDIT FEE
USD mill
Statutory audit
Other assurance services
Tax advisory fee
Other assistance
Total expensed audit fee
The fees above cover the group expenses to all external auditors and tax advisors.
2018
2017
2.9
0.4
1.0
0.3
4.6
2.2
0.3
0.5
0.3
3.3
53
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 7 Property, vessels and other tangible assets
USD mill
TANGIBLE ASSETS
2018
Cost 1.1
Acquisition
Reclass/disposal
Currency translation differences
Cost 31.12
Accumulated depreciation and impairment losses 1.1
Depreciation/amortisation
Reclass/disposal
Currency translation differences
Accumulated depreciation and impairment losses 31.12
Carrying amounts 31.12
2017
Cost 1.1
Acquisition
Business combination
Discontinued operations
Reclass/disposal
Currency translation differences
Cost 31.12
Accumulated depreciation and impairment losses 1.1
Depreciation/amortisation
Depreciation discontinued operations
Business combination
Discontinued operations
Reclass/disposal
Currency translation differences
Accumulated depreciation and impairment losses 31.12
Carrying amounts 31.12
Economic lifetime
Depreciation schedule
Property
Vessels
Other
tangible assets
Total
tangible assets
575
28
(18)
(34)
550
(159)
(19)
7
9
(162)
388
90
4
479
13
(11)
575
(38)
(6)
(100)
(15)
1
(159)
416
36
1
(2)
35
(17)
(1)
1
(17)
18
2 457
38
(2 404)
(54)
(1)
36
(579)
(20)
(17)
582
17
1
(17)
19
269
24
(32)
(10)
251
(114)
(11)
32
5
(89)
162
189
21
57
(2)
(8)
12
269
(72)
(9)
(37)
1
5
(3)
(114)
155
880
53
(50)
(46)
836
(290)
(31)
39
15
(269)
567
2 736
26
574
(2 405)
(49)
(1)
880
(689)
(16)
(20)
(155)
584
7
(1)
(290)
590
10-50 years
Straight-line
25 years
Straight-line
3-10 years
Straight-line
54
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 7 Goodwill and other intangible assets
USD mill
INTANGIBLE ASSETS
2018
Cost 01.01
Acquisition
Reclass/disposal
Currency translation differences
Cost 31.12
Accumulated amortisation and impairment losses 01.01
Amortisation/impairment
Reclass/disposal
Currency translation differences
Accumulated amortisation and impairment losses 31.12
Carrying amounts 31.12
2017
Cost 01.01
Acquisition
Business combination
Discontinued operations
Reclass/disposal
Currency translation differences
Cost 31.12
Accumulated amortisation and impairment losses 01.01
Business combination
Discontinued operations
Currency translation differences
Accumulated amortisation and impairment losses 31.12
Carrying amounts 31.12
Segment-level summary of the goodwill allocation:
Maritime Services
Total goodwill allocation
Goodwill
Other
intangible assets
Software
and licences
Total
intangible assets
133
(3)
(6)
124
(2)
1
(1)
123
118
14
(6)
6
133
(2)
(2)
131
16
2
16
1
34
(7)
(7)
(2)
1
(15)
20
16
16
(7)
(7)
9
95
1
(26)
(4)
67
(63)
(4)
11
3
(53)
14
91
3
(1)
(1)
4
95
(62)
1
(2)
(63)
32
2018
123
123
244
3
(12)
(10)
225
(72)
(11)
11
4
(68)
156
209
3
30
(7)
(1)
10
244
(64)
(7)
1
(2)
(72)
171
2017
131
131
In 2018 the group conducted no material aquisition.
In 2017 the group increased its ownership in NorSea Group from 40% to 74.11%. Following the transaction, Wilhelmsen acquired a portion of management
controlled shares, 3.15%, bringing the total Wilhelmsen shareholding to 75.15%. The purchase did not generate goodwill.
In 2017 Wilhelmsen Chemical (Maritime Services segment) aquired Kemetyl Konsument AS for USD 20 million. The excess value (nominated in NOK) was split into
intangible assets of USD 5 million and goodwill of USD 14 million.
55
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 7 Goodwill and other intangible assets
Impairment testing of goodwill
In the Maritime Services segment, USD 123 million relate to business area
Ships Service mainly to the acquisition of Unitor ASA and Kemetyl. The
goodwill figures are originally calculated in NOK and USD (2017: NOK and USD).
Value in use was determined by discounting the future cash flows generated
from the continuing operation of the units.
Cash flows were projected based on actual operating results and next year’s
forecast. Cash flows is based on a 5-year strategy plan period with terminal
value (terminal growth rate 1%) were extrapolated using the following key
assumptions:
For the purpose of impairment testing, goodwill is allocated to the respective
cash generating unit which are Ships Service. No impairment was conducted in
2018 (analogus for 2017).
USD/NOK
Discount rate
Growth rate
Increase in material cost
Increase in pay and other remuneration
Increase in other expenses
2018
8.30
7.6%
1-5%
1-5%
0-3%
0-3%
2017
7.80
9.0%
1-4%
1-4%
1-4%
1-4%
The values assigned to the key assumptions represent management’s
assessment of future trends in the maritime industry and are based on both
external sources and internal sources.
No reasonably possible change in any of the key assumptions on which
management has based its determination of the recoverable amount would
cause the carrying amount to exceed its recoverable amount.
Had the WACC been 0.5 percentage point higher, the estimated value would
be reduced by USD 8 million for Ships Service net value. Had the WACC been
0.5 percentage point lower, the estimated value would be increased by USD 8
million for Ships Service.
Had the multiple, enterprise value / EBITDA been 1 point lower, the estimated
value would be reduced by USD 22 million for Ships Service net value. Had the
multiple, enterprise value / EBITDA been 1 point higher, the estimated value
would be increased by USD 23 million for Ships Service.
56
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Note 8 Tax
Ordinary taxation
The ordinary rate of corporation tax in Norway is 23% of net profit for 2018
(2017: 24%). Norwegian limited liability companies are encompassed by the
participation exemption method for share income. Thus, share dividends
and gains are tax free for the receiving company. Corresponding losses on
shares are not deductible. The participation exemption method does not
apply to share income from companies considered low taxed and that are
located outside the European Economic Area (EEA), and on share income from
companies owned by less than 10% resident outside the EEA.
For group companies located in the same country and within the same tax
regime, taxable profits in one company can be offset against tax losses and tax
loss carry forwards in other group companies. Deferred tax/deferred tax asset
has been calculated on temporary differences to the extent that it is likely that
these can be utilised in each country and for Norwegian entities the group has
applied a rate of 22% (2017: 23%).
The effective tax rate for the group will, from period to period, change
dependent on the group gains and losses from investments inside the
exemption method and tax exempt revenues from tonnage tax regimes.
Foreign taxes
Companies domiciled outside Norway will be subject to local taxation, either
on ordinary terms or under special tonnage tax rules. When dividends are paid,
local withholding taxes may be applicable. This generally applies to dividends
paid by companies domiciled outside the EEA.
USD mill
2018
2017
Allocation of tax income/(expense) for the year
Payable tax in Norway
Payable tax foreign
Change in deferred tax
Total tax income/(expense)
Reconciliation of actual tax cost against expected tax cost in accordance with the ordinary Norwegian income tax rate of 23%
Profit/(loss) before tax
23% tax (2017: 24%)
Tax effect from:
Permanent differences
Non-taxable income
Share of profits from joint ventures and associates
Change in difference tax rate and currency translation
Withholding tax and payable tax previous year
Calculated tax (income)/expense for the group
(10)
(10)
32
12
(86)
(20)
14
(4)
(8)
1
5
(12)
(4)
(16)
4
(16)
253
61
16
(50)
(17)
5
2
16
Effective tax rate for the group
13.4%
6.4%
57
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 8 Tax
USD mill
Net deferred tax assets at 01.01
Decrease due to discontinued operations
Increase due to business combinations
Currency translation differences
Tax charged to equity / acquisition
Income statement charge
Net deferred tax assets at 31.12
Deferred tax assets in balance sheet
Deferred tax liabilities in balance sheet
Net deferred tax assets at 31.12
2018
2017
12
(2)
1
32
42
54
(12)
42
63
(55)
2
(2)
4
12
18
(6)
12
Deferred tax asset and liabilities has been netted in the balance sheet with USD 6 million (2017: USD 1 million) The movement in deferred income tax assets and
liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
USD mill
Deferred tax liabilities
At 31.12.2017
Through income statement
Charged directly to equity
Currency translations
Deferred tax liabilities at 31.12.2018
At 31.12.2016
Through income statement
Discontinued operations
Business combination
Deferred tax liabilities at 31.12.2017
Fixed assets
Tonnage
tax regime
Other
Total
(16)
3
(13)
(52)
(1)
37
(16)
(0)
(0)
(15)
15
(0)
(3)
(2)
(5)
(4)
3
(2)
(2)
(3)
(19)
1
(18)
(71)
3
50
(2)
(19)
58
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 8 Tax
USD mill
Deferred tax assets
At 31.12.2017
Through income statement
Charged directly to equity
Currency translations
Deferred tax assets at 31.12.2018
At 31.12.2016
Through income statement
Discontinued operations
Business combination
Currency translations
Deferred tax assets at 31.12.2017
Non current
assets and
liabilities
Current
assets and
liabilities
Tax losses
carried
forward
14
4
1
19
60
7
(57)
3
(1)
14
(1)
26
25
2
(4)
1
1
(1)
18
1
(2)
17
72
(3)
(51)
1
(1)
18
Total
31
31
1
(2)
60
134
(106)
4
(2)
31
Temporary differences related to joint ventures and associates are USD 0 for
the group, since all the units are regarded as located within the area in which
the exemption method applies, and no plans exist to sell any of these companies.
The Maritime Services segment will have shares in subsidiaries not subject to
the exemption method which could give rise to a tax charge in the event of a
sale, where no provision has been made for deferred tax associated with a
possible sale or dividend. No plans exist at present to dispose of such companies.
Note 9 Earnings per shares
Earnings per share taking into consideration the number of outstanding shares
in the period. Owned shares, 100.000 class A, were liquidated in 2018.
Basic / diluted earnings per share is calculated by dividing profit for the period
after non-controlling interests, by average number of total outstanding shares.
Earnings per share is calculated based on 46 403 824 shares for 2018 and 2017.
59
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Note 10 Pension
The group’s defined contribution pension schemes for Norwegian employees
are with financial institutions providing solutions based on investment funds.
Subsidiaries outside Norway have separate schemes for their employees in
accordance with local rules, and the pension schemes are for the material part
defined contribution plans.
The group has “Ekstrapensjon”, a contribution plan for all Norwegian
employees with salaries exceeding 12 times the Norwegian National Insurance
base amount (G). The contribution plan replaced the group obligations, mainly
financed from operation. However, the group still has obligations for some
employees’ related to salaries exceeding 12 times the Norwegian National
Insurance base amount (G) mainly financed from operations.
Pension costs and obligations include payroll taxes. No provision has been
made for payroll tax in pension plans where the plan assets exceed the plan
obligations.
The liability recognised in the balance sheet in respect of the remaining defined
benefit pension plans is the present value of the defined benefit obligation at
the end of the reporting period less the fair value of plan assets. The defined
benefit obligations are calculated annually by independent actuaries using
the projected unit credit method. The present value of the defined benefit
obligation is determined by discounting the estimated future cash outflows
using interest rates of corporate bonds that are denominated in the currency in
which the benefits will be paid, and that have terms to maturity approximating
to the terms of the related pension obligation.
In addition, the group has agreements on early retirement. These obligations
are mainly financed from operations.
In a few countries without deep markets in such bonds, the market rates on
government bonds are used.
The group has obligations towards some employees in the group’s senior
executive management. These obligations are mainly covered via group
annuity policies in Storebrand.
Actuarial gains and losses arising from experience adjustments and
changes in actuarial assumptions are charged or credited to equity in other
comprehensive income in the period in which they arise.
Number of people covered by pension schemes at 31.12
2018
2017
2018
2017
Funded
Unfunded
In employment
On retirement (inclusive disability pensions)
Total number of people covered by pension schemes
18
146
164
23
139
162
3
27
30
4
27
31
Financial assumptions for the pension calculations:
2018
2017
31.12.2018
31.12.2017
Expenses
Commitments
Discount rate
Anticipated pay regulation
Anticipated increase in National Insurance base amount (G)
Anticipated regulation of pensions
2.30%
2.00%
2.00%
0.10%
2.40%
2.25%
2.25%
0.40%
2.70%
2.50%
2.50%
0.10%
2.30%
2.00%
2.00%
0.10%
USD mill
Pension expenses
2018
2017
Funded
Unfunded
Total
Funded
Unfunded
Total
Service cost
Termination gain defined benefit plan
Net interest cost
Cost of defined contribution plan
Net pension expenses
9
10
1
1
9
10
(4)
13
10
1
1
1
(4)
13
10
USD mill
Remeasurements – Other comprehensive income
Total remeasurements included in OCI
2018
2017
1
0
60
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 10 Pension
USD mill
Pension obligations
Defined benefit obligation at end of prior year
Decrease due to discontinued operations
Increase due to business combination
Effect of changes in foreign exchange rates
Service cost
Termination gain defined benefit plan
Interest expense
Benefit payments from plan
Benefit payments from employer
Remeasurements – change in assumptions
Pension obligations 31.12
Fair value of plan assets
Fair value of plan assets at end of prior year
Decrease due to discontinued operations
Increase due to business combination
Effect of changes in foreign exchange rates
Employer contributions
Benefit payments from plan
Return on plan assets (excluding interest income)
Gross pension assets 31.12
2018
2017
45
(2)
1
2
(2)
(2)
(2)
40
22
(1)
(1)
20
71
(43)
19
2
1
(4)
1
(1)
45
7
(3)
16
1
1
(1)
22
USD mill
Total pension obligations
Service cost
Defined benefit obligation
Fair value of plan assets
Net liability (asset)
USD mill
Historical developments
2018
2017
Funded
Unfunded
Total
Funded
Unfunded
Total
20
19
1
19
19
1
39
19
20
1
25
22
3
2
19
19
3
45
22
23
31.12.2018
31.12.2017
31.12.2016**
31.12.2015
31.12.2014
31.12.2013
Gross pension obligations, including payroll tax
Gross pension assets
Net recorded pension obligations
(40)
20
(20)
(45)
22
(23)
(71)
7
(63)
(73)
6
(67)
(109)
17
(92)
(213)
105
(108)
**Net liability at 31.12.2016 and years before includes discontinued operations.
61
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Note 11 Combined items, balance sheet
USD mill
OTHER NON CURRENT ASSETS*
Non current share investments
Other non current assets**
Total other non current assets
OTHER CURRENT ASSETS*
Account receivables
Financial derivatives
Restricted cash
Other current assets
Total other current assets
OTHER NON CURRENT LIABILITIES*
Other non current liabilities***
Total other non current liabilities
OTHER CURRENT LIABILITIES*
Account payables
Financial derivatives
Other current liabilities
Total other current liabilities
Note
2018
2017
17
17
17
15
17
17
4
19
23
229
2
80
311
100
100
222
21
132
375
3
34
37
217
2
1
66
287
97
97
206
13
122
341
*Current assets and current liabilities are due within 12 months. Non current
assets and non current liabilities are due in more than 12 months.
**As part of the settlement of the sale of Callenberg group, Maritime Services
agreed a vendor note and an earn out of USD 16.5 million and USD 6 million,
respectively. The vendor note was paid in 2018. The earn out is accounted for
as long term receivable. See note 19.
***Maritime Services has 611 683 (2017: 609 623) cylinders booked as other
tangible asset in the balance sheet, see note 7. The cylinders are valued at USD
114 million (2017: USD 107 million). These cylinders are partly in the group’s
own possession and partly on board customers vessels. Most customers
have paid a deposit for the cylinders they have onboard their vessels. The total
deposit liability booked is USD 77 million (2017: USD 71 million).
If cylinders are not returned within 48 months statistics show that the cylinders
will not be returned and the net between deposit value and booked value is
booked to the income statement.
62
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 11 Combined items, balance sheet
The group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade receivables
and contract assets.
To measure the expected credit losses, trade receivables and contract assets
have been grouped based on shared credit risk charateristics and the days
past due.
corresponding historical credit losses experienced within this period. The
historical loss rates are adjusted to reflect current and forward looking
information on macroeconomic factors affecting the ability of the customers
to settle the receivables. The group has identified the GDP and the
unemployment rate of the countries in which it sells its goods and services to
be the most relevant factors, and accordingly adjusts the historical loss rates
based on expected changes in these factors.
The expected loss rates are based on the payment profiles of sales over
a period of 36 month before 31 December 2018 respectively and the
On that basis, the loss allowance as at 31 December 2018 and 1 January 2018
(on adoption of IFRS 9) was determined as follows for both trade receivables.
USD mill
31 December 2018
Expected loss rate
Gross carrying amount – trade receivables
Loss allowance
1 January 2018
Expected loss rate
Gross carrying amount – trade receivables
Loss allowance
Current
Less than 90
days past due
Between
90 and 180
days past due
More than 180
days past due
0%
208
0
0%
200
1%
3
0
0%
9
0
20%
10
(2)
30%
9
(3)
21%
12
(2)
58%
6
(3)
ACCOUNT RECEIVABLES
At 31 December 2018, USD 20 million (2017: USD 17 million) in account receivables had fallen due but not been subject to impairment. These receivables are
related to a number of separate customers. Historically, the percentage of bad debts has been low and the group expects the customers to settle outstanding
receivables. Receivables fallen due but not subject to impairment have the following age composition:
USD mill
2018
2017
Aging of account receivables past due but not impaired
Up to 90 days
90-180 days
Over 180 days
Movements in group provision for impairment of account receivables are as follows
Balance at 01.01
Net provision for receivables impairment
Balance 31.12
Account receivables per segment
Maritime Services
Supply Services
Holding and Investments
Total account receivables
See note 17 on credit risk.
3
8
9
6
(1)
4
159
70
229
9
6
2
8
(2)
6
170
47
217
ACCOUNT PAYABLES
At 31 December 2018, USD 17 million (2017: USD 17 million) in account payables had fallen due. These payables refer to a number of separate suppliers and are
related to general business. The group expects to settle outstanding payables.
USD mill
Account payables per segment
Maritime Services
Supply Services
Holding and Investments
Total account payables
See note 17 on credit risk.
2018
2017
181
40
1
222
183
22
1
206
63
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 12 Financial assets to fair value
Effective from 1 January 2018 the financial assets to fair value are measured at fair value through the income statement in accordance with IFRS 9. Accumulated
unrealised gain of USD USD 2.8 mill at 31.12.2017 included in equity will not be recycled through income statement. The unrealised gain has been transferred from
the available-for-sale financial assets reserve to retained earnings on 1 January 2018.
USD mill
Financial assets to fair value
At 1 January 2018
Acquisition
Sale during the year
Return of capital
Currency translation adjustment through other comprehensive income
Change in fair value through income statement
Total financial assets to fair value
Financial assets to fair value
Qube Holdings Limited
Kaplan Equity Limited/KEL Property Fund
Survitec UK Ltd.
Hyundai Glovis
Total financial assets to fair value
2018
801
6
(27)
(1)
(13)
(116)
650
2018
89
11
27
523
650
Financial assets to fair value are held in subsidiaries with different reporting
currency and thereby creating translation adjustments.
Qube Holdings Limited is Australia’s largest integrated provider of import and
export logistics services. Qube is listed on the Australian Securities Exchange
(ASX). As per 31 December 2018, Wilhelmsen held 50 million shares in Qube
(approximately 3% of total). During the year the group sold 15 million shares,
giving net proceeds of USD 27 millions. The shares serve as collateral for a
credit facility. See note 16.
Survitec Group holds market-leading positions worldwide in marine, offshore,
defence and aerospace survival technology. The company is majority owned
by Onex Corporation, a private equity firm. Changes in fair value of the
investment in Survitec has been recognised through the income statement.
Hyundai Glovis Co., Ltd., is a global Korean based general logistics and
distribution company, providing business service such as logistics, marine
transportation, KD, used cars and trading. Glovis is listed on the Korean Stock
Exchange. As per 31 December 2018, Treasure ASA held 4.5 million shares in
Glovis (12.04% of total). Treasure ASA is listed on the Oslo Stock Exchange.
2017
209
12
(11)
573
18
801
132
11
83
575
801
USD mill
Available-for-sale financial assets
At 1 January 2017
Acquisition
Sale during the year
Transfer from equity method measurement – Hyundai Glovis
Currency translation adjustment
Total available-for-sale financial assets
Available-for-sale financial assets
Qube Holdings Limited
Kaplan Equity Limited (KEL)
Survitec UK Ltd.
Hyundai Glovis
Total available-for-sale financial assets
64
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 13 Inventories
USD mill
Inventories
Raw materials
Goods/projects in process
Finished goods/products for onward sale
Total inventories
Obsolescence allowance, deducted above
Note 14 Current financial investments
USD mill
Market value current financial investments
Equities
Bonds
Total current financial investments
2018
2017
7
2
65
74
3
8
1
72
81
2
2018
2017
42
45
88
53
48
101
The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market.
The net unrealised gain/(loss) at 31.12
4
15
The parent company's portfolio of financial investments USD 88 million is held as collateral within a securities’ finance facility. See note 16.
Note 15 Cash, restricted bank deposits and undrawn credit facilities
USD mill
Payroll tax withholding account
2018
2017
1
1
Companies that do not have payroll tax withholding account use bank guarantees. As per 31.12.2018 total guarantees amounted to USD 2.6 million (2017:
USD 6.8 million).
Undrawn credit facilities
364
600
Undrawn credit facilities are key part of the liquidity reserve, amounting to USD 364 million at 31.12.2018 (2017: USD 600 million).
Cash and cash equivalents
Banks
Total cash and cash equivalents
140
140
167
167
The group has cash pool arrangements within the Maritime Services and the Supply Services segment. The cash pool arrangements are presented within cash and
cash equivalents.
65
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Note 16 Interest-bearing debt
USD mill
Interest-bearing debt
Bank loan
Total interest-bearing debt
Book value of collateral, mortgaged and leased assets:
Financial assets to fair value, current financial investments
Investment in NorSea Group AS
Assets NorSea Group AS
Total book value of collateral, mortgaged and leased assets
The parent company’s portfolio of financial investments is held as collateral within a securities’ finance facility.
Repayment schedule for interest-bearing debt
Due in year 1
Due in year 2
Due in year 3
Due in year 4
Due in year 5 and later
Total interest-bearing debt
Note
2018
2017
17
14
17
533
533
175
461
636
85
27
22
217
182
533
601
601
171
112
693
976
108
25
22
22
425
601
The overview above shows the actual maturity structure, with the amount due
in year one as the first year’s instalment classified under other current liabilities.
Loan agreements entered into by the group contain financial covenants
relating to liquidity, leverage and value-adjusted equity. The group was in
compliance with all covenants at 31 December 2018.
2018
2017
448
85
533
140
88
306
86
86
21
65
493
108
601
167
101
333
104
104
19
85
14
4
4
USD mill
The group net interest-bearing debt
Non current interest-bearing debt
Current interest-bearing debt
Total interest-bearing debt
Cash and cash equivalents
Current financial investments
Net interest-bearing debt
Net interest-bearing debt in joint ventures
Non current interest-bearing debt
Total interest-bearing debt in joint ventures
Cash and cash equivalents
Net interest-bearing debt in joint ventures
66
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 16 Interest-bearing debt
USD mill
Guarantee commitments
Guarantees for group companies
Total
The carrying amounts of the group’s borrowings are denominated in the following currencies
USD
NOK
DKK
Total
See otherwise note 17 for information on financial derivatives (currency hedges) relating to interest-bearing debt.
2018
2017
34
34
197
322
14
533
70
70
196
372
33
601
USD mill
Net debt
Cash and cash equivalents
Liquid investments*
Borrowings – repayable within one year
Borrowings – repayable after one year
Net debt
Cash and cash equivalents and liquid investments
Gross debt – variable interest rates
Net debt
Note
2018
2017
140
88
(85)
(448)
(306)
227
(533)
(306)
167
101
(108)
(493)
(333)
268
(601)
(333)
*Liquid investments comprise current investments that are traded in an acive market, being the group’s financial assets held at fair value through the income
statement.
Other assets
Liabilites from financing activities
Finance
leases
due within
1 year
Finance
leases
due after
1 year
Borrow.
due
within
1 year
Borrow.
due
after
1 year
Total
(2)
1
(9)
(1)
(106)
(483)
(333)
(8)
26
2
5
31
10
30
3
(6)
(1)
(10)
(86)
(437)
(306)
USD mill
Net debt 01.01.2018
Reclass
Cash flows
Foreign exchange adjustments
Other non-cash movements
Net debt 31.12.2018
Net debt 01.01.2017
Decrease by discontinued operations
Increase by business combination NorSea Group
Reclass
Cash flows
Foreign exchange adjustments
Net debt 31.12.2017
Liquid
invest-
ments
101
2
(8)
(6)
88
83
Cash/
bank
overdrafts
167
2
(29)
140
497
(121)
5
(215)
18
(2)
(11)
2
(115)
112
(106)
3
(1 418)
1 155
(341)
106
16
(1)
167
101
(2)
(9)
(106)
(483)
(953)
1 146
(347)
(178)
(1)
(333)
67
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 17 Financial risk
The group has exposure to the following financial risks from its operations:
• Market risk
- Foreign exchange rate risk
- Interest rate risk
- Equity market risk
• Credit risk
• Liquidity risk
MARKET RISK
The group has established hedging strategies to mitigate risks on material
exposures originating from movements in currencies and interest rates. This is
compliant with the financial strategy approved by the board of directors.
Changes in the market value of financial derivatives are recognised through the
income statement with the exception of the Supply Service segment, where
derivatives are recognised in Other Comprehensive Income.
Associates hedge their own exposures. The group records the effects of
realised and unrealised changes in financial derivatives held in these entities in
accordance with the equity method under “share of profit from joint ventures
and associates”. The material associates are Wallenius Wilhelmsen ASA group
in Holding and Investment segment and Coast Center Base group in Supply
Service segment.
Foreign exchange rate risk
The group is exposed to currency risk on revenues and costs in non-functional
currencies (transaction risk), and balance sheet items denominated in
currencies other than non-functional currencies (translation risk).
The group’s largest foreign exchange exposures are NOK, EUR, SGD and KRW
– all against USD.
TRANSACTION RISK HEDGING (CASH FLOW)
The group’s operating segments are responsible for hedging their own material
transaction risk. Within Maritime Services, USDNOK, EURUSD and USDSGD
exposures are subject to a systematic 3-year rolling hedge program, utilizing a
portfolio of currency options and currency forwards. Remaining exposures are
non-material and not hedged.
TRANSLATION RISK HEDGING (BALANCE SHEET)
The group’s policy for mitigating translation risk is to match the denomination
currency of assets and liabilities to as large extent as possible.
FX SENSITIVITES (TRANSLATION RISK)
The group monitors the net exposure and calculates sensitivities on a regular
basis, based on average market volatility per currency cross. Sensitivities
showing a potential accounting effect below USD 5 million on group level are
considered non-material.
USD mill
Through income statement
Financial currency
Net currency gain/(loss) – Operating currency
Net currency gain/(loss) – Financial currency
Currency derivatives – realised
Currency derivatives – unrealised
Net financial currency
Through other comprehensive income
Currency translation differences through other comprehensive income
Total net currency effect
Note
2018
2017
1
(4)
(3)
(2)
(15)
(23)
(57)
(79)
7
(2)
9
14
47
61
68
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 17 Financial risk
For Maritime Services, Supply Services and Holding and Investments, material
translation risks are booked to other comprehensive income due to the
functional currency for most of the entities being different from the reporting
currency USD.
USD mill
Sensitivity
Income statement sensitivities of economic hedge program
Transaction risk
USD/NOK spot rate
Income statement effect (post tax)
EUR/USD spot rate
Income statement effect (post tax)
USD/SGD spot rate
Income statement effect (post tax)
(Tax rate used is 23% that equals the Norwegian tax rate)
The group’s segments perform sensitivity analyses on the unhedged part of
the transaction risk on a regular basis.
The portfolio of derivatives used to hedge the group’s transaction risk
(described above), exhibit the following income statement sensitivity:
(10%)
(5%)
0%
5%
10%
7.83
13
1.03
(6)
1.23
5
8.26
6
1.09
(2)
1.29
2
8.70
1.14
1.36
9.13
(7)
1.20
3
1.43
(2)
9.57
(13)
1.26
6
1.50
(4)
Interest rate risk
The group’s strategy is to hedge material parts of the interest-bearing debt
against rising interest rates. As the capital intensity varies across the group’s
business segments, which have their own policies on hedging of interest rate
risk, hedge ratios vary.
Within Holding and Investments and Maritime Services respectively, no
interest rate hedging is implemented due to low net interest-bearing debt
(NIBD), whereas Supply Services have hedged about 50% of its NIBD as of 31
December 2018.
USD mill
Maturity schedule interest rate hedges (nominal amounts)
Due in year 1
Due in year 2
Due in year 3
Due in year 4
Due in year 5 and later
Total interest rate hedges
2018
2017
12
23
125
161
25
13
25
81
144
The Supply Services segment has entered swaption contracts with a notional
value of about USD 16 million, with expiry date in 2022. Depending on interest
rate levels on the expiry date, exercising the swaptions by the counterparties
will extend the maturity of expiring swaps until 2032.
The average remaining term of the existing total debt portfolio is approximately
5 years. The hedges have an average remaining term of approximately 6 years.
69
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 17 Financial risk
Interest rate sensitivity
The group’s interest rate risk originates from differences in duration between
assets and liabilities. On the asset side, bank deposits and investments in
interest-bearing instruments are subject to risk from changes in the general
level of interest rates, primarily in USD.
The group uses the weighted average duration of interest-bearing assets,
liabilities and financial interest rate derivatives to compute the group’s
sensitivity towards changes in interest rates.
Sensitivities resulting in a potential accounting effect below USD 5 million on
group level are considered non-material. On 31 December 2018, the group has
no material exposure subject to interest rate risk.
USD mill
Interest rate derivatives
Maritime Services
Supply Services
Holding and Investments
Total interest rate derivatives
Currency derivatives
Maritime Services
Supply Services
Holding and Investments
Total currency derivatives
Total market value of financial derivatives
Book value equals market value.
2018
2017
Assets
Liabilities
Assets
Liabilities
7
7
12
2
14
21
0
0
0
11
11
1
1
1
13
0
2
2
2
70
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 17 Financial risk
Equity market risk
The group holds several assets listed on equity markets as well as a defined
portfolio of financial assets for a proportion of the group’s short-term liquidity.
Income statement sensitivities of equity market risk
USD mill
Change in equity prices
Change in market value
Income statement effect
(Tax rate used is 23% that equals the Norwegian tax rate)
Below table summarizes the equity market sensitivity towards the market value
of all listed equities held:
(20%)
(77)
(10%)
(38)
0%
10%
38
20%
77
CREDIT RISK
Credit risk is the risk of financial loss to the group if a customer or counterparty
to a financial derivative fails to meet its contractual obligations The group’s
credit risk originates primarily from the account receivables, financial
derivatives used to hedge interest rate risk or foreign exchange risk, as well as
investments, including bank deposits.
Loans and receivables
Trade receivables
The group’s exposure to credit risk on its receivables varies across segments
and subsidiaries.
Within the Maritime Services and Supply Services, the global customer
base provides diversification with respect to credit risk on receivables. The
segments monitor and manage their respective credit risk on a regular basis.
Reference is made to note 11.
Given the negative market sentiment in several shipping and offshore
segments, some customers are currently facing increased financial difficulties
relative to previous years, implying that the group’s credit risk has increased
somewhat, but is still regarded as moderate.
Bank deposits and financial derivatives
The group maintains cash management operations and trades financial
derivatives with a selection of financially solid banks (as determined by their
official credit ratings), limiting the corresponding credit risk.
Other credit exposures
No material loans or receivables were past due or impaired at 31 December
2018 (analogous for 2017).
Guarantees
The group’s policy is that no financial guarantees are provided by the parent
company. However, financial guarantees are provided within Maritime Services
and Supply Services. See note 16 for further details.
Credit risk exposure
The carrying amount of financial assets represents the maximum credit
exposure.
The maximum exposure to credit risk at the reporting date was as per below
table.
USD mill
Exposure to credit risk
Financial derivatives
Account receivables
Financial investments
Other non current assets
Other current assets
Cash and bank deposits
Total exposure to credit risk
Note
2018
2017
11
11
14
11
11
15
229
45
23
80
140
516
2
217
48
37
81
167
553
71
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Cont. note 17 Financial risk
LIQUIDITY RISK
The group’s approach to managing liquidity is to ensure that the group meets
its liabilities, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the group’s reputation.
The group’s liquidity risk is low in that it holds significant liquid assets in
addition to credit facilities with the banks.
USD mill
Undiscounted cash flows financial liabilities 2018
Mortgages
Finance lease liabilities
Bank loan
Interest due
Financial derivatives
Total undiscounted cash flow financial liabilities
Current liabilities (excluding next year's instalment on interest-bearing debt)
Total gross undiscounted cash flows financial liabilities 31.12.2018
Undiscounted cash flows financial liabilities 2017
Mortgages
Finance lease liabilities
Bank loan
Financial derivatives
Total undiscounted cash flow financial liabilities
Current liabilities (excluding next year's instalment on interest-bearing debt)
Total gross undiscounted cash flows financial liabilities 31.12.2017
At 31 December 2018, the group had in excess of USD 227 million (2017: USD
268 million) in liquid assets, in addition to USD 364 million (2017: USD 600
million) in undrawn credit facilities. The reduction in undrawn credit facility is
mainly due to no acquisition of Drew Marine.
Less than
1 year
Between 1
and 2 years
Between 2
and 5 years
Later than
5 years
59
3
23
21
21
127
271
399
43
11
54
13
121
274
395
23
3
21
47
47
37
5
197
63
302
302
25
43
25
25
43
43
182
182
182
229
196
425
425
72
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 17 Financial risk
COVENANTS
The group’s bank and lease financing are subject to financial or non-financial
covenant clauses related to one or several of the following:
• Limitation on the ability to pledge assets
• Change of control
• Minimum liquidity
• NIBD / EBITDA or equivalent Debt-Service Coverage-Ratios
• Loan-to-Value
As of the balance date, the group is not in breach of any financial or non-
financial covenants.
CAPITAL RISK MANAGEMENT
The group’s overall policy is to maintain a strong capital base to maintain inves-
tor, creditor and market confidence and to sustain future business develop-
ment. The board of directors monitors various return metrics, where Return on
Equity and dividend levels are predominant.
The group seeks to maintain a balance between the potential higher returns
stemming from higher levels of financial gearing and the advantages of a
strong balance sheet. The financial strategy and setting of thresholds for
capital structure, return requirements and risk (and corresponding metrics)
will be revised by the board of directors during 2019, following the significant
structural changes taking place in 2018.
FAIR VALUE ESTIMATION
The fair value of financial instruments traded in an active market is based on
quoted market prices at the balance sheet date. The fair value of financial
instruments not traded in an active market (over-the-counter contracts) is
based on third party quotes. These quotes use observable market rates for
price discovery. Specific valuation techniques used by financial counterparties
(banks) to value financial derivatives include:
• Quoted market prices or dealer quotes for similar derivatives
• The fair value of interest rate swaps is calculated as the net present value of
the estimated future cash flows based on observable yield curves
• The fair value of interest rate swap option (swaption) contracts is determined
using observable volatility, yield curve and time-to-maturity parameters at
the balance sheet date, resulting in a swaption premium. Options are typically
valued by applying the Black-Scholes model
• The fair value of forward foreign exchange contracts is determined using
forward exchange rates at the balance sheet date, with the resulting value
discounted back to net present value
• The fair value of foreign exchange option contracts is determined using
observable forward exchange rates, volatility, yield curves and
time-to-maturity parameters at the balance sheet date, resulting in an option
premium. Options are typically valued by applying the Black-Scholes model
The carrying value less impairment provision of receivables and payables are
assumed to approximate their fair values. The group estimates the fair value of
financial liabilities for disclosure purposes by discounting the future contractual
cash flows at current market interest rates available to the group for similar
financial derivatives.
USD mill
Interest-bearing debt
Mortgages
Finance lease liabilities
Bank loan
Total interest-bearing debt 31.12.2018
Mortgages
Finance lease liabilities
Bank loan
Total interest-bearing debt 31.12.2017
Note
Fair value
Book value
302
11
223
536
340
11
246
597
302
11
220
533
340
11
250
601
16
16
73
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Cont. note 17 Financial risk
The fair values are based on cash flows discounted using a rate based on market rates including margins and are within level 2 of the fair value hierarchy.
USD mill
Financial assets at fair value
Equities
Bonds
Financial assets to fair value
Total financial assets 31.12.2018
Financial liabilities at fair value
Financial derivatives
Total financial liabilities 31.12.2018
Financial assets at fair value
Equities
Bonds
Financial derivatives
Financial assets to fair value
Total financial assets 31.12.2017
Financial liabilities at fair value
Financial derivatives
Total financial liabilities 31.12.2017
USD mill
Changes in level 3 instruments
Opening balance 01.01
Acquisition
Return of capital
Gains and losses recognised through other comprehensive income
Gains and losses recognised through income statement
Closing balance 31.12
The fair value of financial instruments traded in active markets is based on
quoted market prices at the balance sheet date. A market is regarded as active
if quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service, or regulatory agency, and those prices
represent actual and regularly occurring market transactions on an arm’s
length basis.
The quoted market price used for financial assets held by the group is the
current close price. These instruments are included in level 1. Instruments
included in level 1 at the end of 2018 are liquid investment grade bonds and
listed equities (analogous for 2017).
Level 1
Level 2
Level 3
Total
42
45
611
699
0
52
48
707
807
0
0
21
21
2
2
13
13
38
38
0
1
93
94
0
42
45
650
737
21
21
52
48
2
801
904
13
13
2018
2017
94
6
(1)
(60)
38
86
4
1
3
94
The fair value of financial instruments not traded in an active market (over-
the-counter contracts) are based on third party quotes (Mark-to-Market).
These quotes use observable market rates for price discovery. The different
techniques typically applied by financial counterparties (banks) were described
above. These instruments - FX and IR derivatives - are included in level 2.
If one or more of the significant inputs is not based on observable market data,
the derivatives is in level 3. This is the case for unlisted equity securities.
74
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Cont. note 17 Financial risk
Financial instruments by category
USD mill
Assets
Other non current assets
Financial asset to fair value
Current financial investments
Current financial derivatives
Other current assets
Cash and cash equivalent
Assets at 31.12.2018
Liabilities
Non current interest-bearing debt
Current interest-bearing liabilities
Current financial derivatives
Other non current liabilities
Other current liabilities
Liabilities 31.12.2018
Assets
Other non current assets
Financial asset to fair value
Current financial investments
Current financial derivatives
Other current assets
Cash and cash equivalent
Assets at 31.12.2017
Liabilities
Non current interest-bearing debt
Current interest-bearing liabilities
Current financial derivatives
Other non current liabilities
Other current liabilities
Liabilities 31.12.2017
Note
11
12
14
11
11
15
Note
16
16
11
11
11
Note
11
12
14
11
11
15
Note
16
16
11
11
11
Financial
assets at
amortised
cost
Fair value
through
the income
statement
Other
Total
308
140
449
4
650
88
741
19
2
21
Liabilites
at fair
value throug
the income
statement
Other financial
liabilites at
amortised
cost
448
85
77
354
887
21
23
121
23
650
88
311
140
1 211
Total
448
85
21
100
354
1 009
Financial
assets at
amortised
cost
Fair value
through
the income
statement
Other
Total
23
298
167
488
3
801
101
2
906
15
1
16
Liabilites at
fair value
throug the
income
statement
Other financial
liabilites at
amortised
cost
493
108
328
929
13
112
125
40
801
101
2
300
167
1 410
Total
493
108
13
112
328
1 054
75
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 18 Operating lease commitments
In the Supply Services segment the group has lease agreements for variuos
properties on operating leases. The rental agreements are subject to various
lifespan with the longest agreement ending on 1 July 2064.
In addition the group has:
Sale and leaseback agreement for the office building, Strandveien 20 for
15 years from 1 October 2009, with an option to extend for additional 5 years +
5 years.
The lease agreement for the office building (including storage and parking) at
Strandveien 12 was terminated in February 2019.
The commitment related to this is as set out below (nominal amounts):
USD mill
Due in year 1
Due in year 2
Due in year 3
Due in year 4
Due in year 5 and later
Nominal amount of operating lease commitments
2018
2017
21
21
21
21
121
204
22
22
23
22
124
214
In connection to the daily operation the group has additional lease agreements for office rental, office equipment and other fixed assets.
The additional lease agreements are not material for the group.
76
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 19 Leasing IFRS 16
The new IFRS 16 Leasing standard is effective from 1 January 2019. The
standard will significantly change how the company accounts for its lease
contracts for land, buildings and equipment currently accounted for as
operating leases. Virtually all leases will be brought into the balance sheet
increasing the groups assets and liabilities, in addition to affecting income
statement figures. This note summarizes the expected impact on the financial
reporting of Wilhelmsen group from implementing the new standard. According
to the company’s existing loan agreements, the new standard will not result in
breach of debt covenants.
As of 1 January 2019, the lease liabilities will be measured at the present value
of remaining lease payments, discounted using the incremental borrowing rate
at such date. The right-of-use assets will be measured at an amount equal to
the lease liability.
The standard has provided options on scope and exemptions and below the
group’s policy choices are described:
• The standard will not be applied to leases of intangible assets and these will
continue to be recognized in accordance with IAS 38 Intangible assets
The Lease Contracts
The company has a number of leases related to property and land that account
for the significant part of the lease liability. The group also leases vechicle and
equipment. A lease liability and right-of-use asset will be presented for these
contracts which previously were reported as operating leases.
• All leases deemed short-term by the standard are exempt from reporting
• All leases deemed to be of low value by the standard are exempt from
reporting
Recognition and Measurement Approach on Transition
Wilhelmsen group will apply IFRS 16 retrospectively with recognition of the
cumulative implementation effect recognised at the date of initial application
1 January 2019. By doing this, comparative financial information shall not be
restated, but the cumulative effect of initially applying this standard shall be
reflected as an adjustment to the opening balance. At the time of transition,
leases entered under IAS 17 will not be reassessed.
• Non-lease components shall be separated from the lease component in all
vessel leases. For other lease agreements, the group will apply a materiality
threshold when evaluating separation
Implementation effect
Impact on equity
The net effect on equity as at January 1, 2019 is presented below.
USD mill
Lease liability at 1 January 2019
Right-of-use asset at 1 January 2019
Difference between lease liability and right-of-use asset per January 1, 2019
Effect from prepayments and currency translation
Equity at 1 January 2019
Reconciliation of lease commitment and lease liability
USD mill
Material operating lease commitment as at 31 December 2018
Operating lease commitment as at 31 December 2018 (not included in material operating lease committment)
Relief option for leases of low-value assets
Option periods not previously reported as lease commitments
Undiscounted lease liabililty
Effect of discounting lease commitment to net present value
Lease liability as at 1 January 2019
228
231
3
3
3
204
16
(1)
23
242
(14)
228
Expected future impact on the income and cash flow statement
IFRS 16 Leasing will have a significant impact on the income statement when
implemented in 2019. The estimated reduction of annual lease expense gives
an improvement of EBITDA in the range of approximately USD 40 million.
Annual depreciation expense of leased assets will increase approximately
USD 35 million. Annual net interest expense will increase approximately USD
12 million. In the cash flow statement, operating cash flows will increase and
financing cash flows will decrease as the lease payments will be classified as
financial rather than operational. It is expected that IFRS 16 will be implemented
in the reporting from the operating segments. The actual impact upon
implementation may change as a result of changed interest rates, signing of
new lease contracts, re-assessment of renewal options and re-assessment of
onerous leases. The impact may also change if new information and guidance
becomes known before the group presents its first consolidated financial
statements using the new standard.
77
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 20 Related party transaction
The ultimate owner of the group is Tallyman AS, which controls about 60%
of voting shares of the group. The beneficial owners of Tallyman AS are the
Wilhelmsen family and Mr Wilhelm Wilhelmsen controls Tallyman AS.
parties in WalWil ASA group, Maritime Services, Supply Services and Holding
and Investments segment in 2018 and 2017. All transactions are entered into
market terms.
Remuneration to Mr Wilhelm Wilhelmsen for 2018 totalled USD 334 thousand
(2017: USD 323 thousand) whereof USD 92 thousand (2017: USD 93
thousand) was consulting fee, USD 9 thousand (2017: USD 8 thousand) in
nomination committee for Wilh. Wilhelmsen Holding ASA and Treasure ASA and
USD 233 thousand (2017: USD 221 thousand) in ordinary paid pension and
other remuneration paid from Wallenius Wilhelmsen ASA.
The services are:
• Ship management including crewing, technical and management service
• Agency services
• Freight and liner services
• Marine products
• Shared services
See note 6 regarding fees to board of directors, and note 2 and note 9 in the
parent company regarding ownership.
The group has undertaken several agreements and transactions with related
Generally, Shared Services are priced using a cost plus 5% margin calculation,
in accordance with the principles set out in the OECD Transfer Pricing
Guidelines and are delivered according to agreements that are renewed
annually.
Material related parties in the group are:
Business office, country
Ownership
Wallenius Wilhelmsen ASA
Coast Center Base AS/KS Coast Center Base
Risavika Havn AS
Lysaker, Norway
Fjell, Norway
Tananger, Norway
37.80%
50.00%
42.82%
Wallenius Wilhelmsen ASA is a result of the merger between Wilh. Wilhelmsen
ASA and Wall Roll AB on 4 April 2017. The company brings together the
jointly owned shipping activities and relevant assets of Wilh. Wilhelmsen ASA
and Wallenius Lines. It unites their ownership of the shipping and logistics
businesses of EUKOR Car Carriers, WWL AS and American RoRo Carriers.
Coast Center Base and Risavika Havn AS in the Supply Services segment
delivers IT project, administration and handling services and the transactions
are based on market terms.
USD mill
Note
2018
2017
OPERATING REVENUE FROM RELATED PARTY
Sale of goods and services to joint ventures and associates from:
WalWil group
Maritime Services
Supply Services
Operating revenue from related party
OPERATING EXPENSES FROM RELATED PARTY
Purchase of goods and services from joint ventures and associates to:
Maritime Services
Supply Services
Operating expenses to related party
ACCOUNT RECEIVABLES FROM RELATED PARTY
Maritime Services
Account receivables from related party
ACCOUNT PAYABLES TO RELATED PARTY
Maritime Services
Supply Services
Account payables to related party
NON CURRENT ASSETS TO RELATED PARTY
Holding and Investments
Non current assets to related party
78
16
6
22
31
31
19
19
4
8
12
13
7
1
21
7
7
19
19
5
7
11
0
0
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 21 Subsidiaries with material non-controlling interests
NorSea Group AS
Treasure ASA*
* Treasure ASA acquired during 2018 1 450 000 own shares (0.66%).
Business office/country
Voting/control share
2018
Tananger, Norway
Lysaker, Norway
75.15%
72.73%
Set out below is the summarised financial information for the subsidiary that has non-controlling interests (NCI) material to the group. The amounts disclosed are
100% and before inter-company eliminations.
USD mill
Summarised balance sheet
Non current assets
Current assets
Total assets
Non current liabilities
Current liabilities
Total liabilities
Net assets
Summarised income statement/OCI
Total income
Profit/(loss) for the year
Other comprehensive income
Total comprehensive income
Profit allocated to NCIs
Dividends paid to NCIs
Summarised cash flows
Net cash flow provided by/(used in) operating activities
Net cash flow provided by/(used in) investing activities
Net cash flow provided by/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
USD mill
Total allocation to NCIs
Profit/(loss) for the period to material NCIs
Profit/(loss) for the period to other immaterial NCIs
Profit to NCI in Treasure ASA related to change of investment from equity asset to Available-for-sale
Profit for the period to NCIs
NorSea Group AS
Treasure ASA
2018
2017
2018
2017
552
119
671
286
180
466
206
285
15
2
17
4
1
46
(30)
7
23
594
66
660
333
123
456
204
53
1
1
15
(4)
(10)
2
523
2
525
576
2
578
525
578
13
(43)
(30)
(12)
2
11
(10)
(0)
12
(128)
134
18
2
7
11
(25)
(14)
2018
2017
(7)
2
(6)
2
7
53
62
79
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 22 Discontinued operations
On 4. April, 2017 the subsidiary WWASA was merged with Wall Roll AB. After
the merger the group own 37.8% of WalWil. The profit in WWASA previous
periods is presented as discontinued operations in WWH in 2017. Financial
information (income statement and net assets) relating to the discontinued
operations for each period to the date of disposal is set out below.
Prior to the merger, WWH held 160 000 000 shares in WWASA (renamed to
Wallenuis Wilhelmsen ASA). Number of shares remains unchanged after the merger.
The financial performance and cash flow information presented are for the
Q1 2017.
USD mill
Operating revenue
Other income
Share of profits from associates
Gain/(loss) on sale of assets
Total income
Operating expenses
Vessel expenses
Employee benefits
Other expenses
Depreciation and impairments
Total operating expenses
Operating profit
Financial income/(expenses)
Profit before tax
Tax income/(expense)
Profit from discontinued operations
Non-controlling interests
Changes in fair value cash flow hedge
Exchange differences on translation of discontinued operations
Other comprehensive income from discontinued operations
Cash flow from discontinued operations
Net cash flow from operating activities
Net cash flow from investing activities
Net cash flow from financing activities
Net increase in cash generated by the discontinued operations
Details of the merger between WWASA and Wall Roll AB
Cash received
Shares in WalWil ASA (market value)
Total disposals consideration
Carrying amount of net assets disposal
Currency translation differences in WWASA group
Accounting loss (discontinued operations) majority
Net profit before non-controlling interests
Loss from discontinued operations
80
2017
59
14
9
82
(15)
(11)
(3)
(20)
(49)
33
(8)
25
1
26
7
2
1
7
107
(74)
40
14
789
804
1 062
(5)
(264)
26
(239)
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 23 Business combinations
There were no material acquisitions in the group in 2018.
With effect from 26 September 2017, the group increased its shareholding in
NorSea Group from 40% to approximately 72%. Eidesvik Eiendomsinvest AS
and Simon Møkster Eiendom AS will hold approximately 12% each, while
management in NorSea Group controls the remaining 4%. Following
the transaction in 2017 and in 2018, Wilhelmsen acquired a portion of
management controlled shares, 3.15%, bringing the total Wilhelmsen
shareholding to 75.15%.
group originally acquired 35.4% of the shares in NorSea Group in July 2012,
and increased to 40% ownership in April 2014. In addition, the group has USD
18 million in shareholder loans to NorSea Group.
The acquistion balance from NorSea Group is consolidated at the end of
September 2017 and a part of the segment ”Supply Services”. With effect
from the 26 September 2017, NorSea Group will be reported as a subsidiary
in the group accounts. Total income, cost and balance sheet items of NorSea
Group will then be consolidated on a 100% basis, with non-controlling interests
deducted on a net basis.
Total consideration for the Wilhelmsen’s additional 32% investment in NorSea
Group is NOK 545 million (USD 70 million). The acquistion from management
increased the total consideration with USD 6 million. (USD 4 million in 2017 and
USD 2 million i 2018)
NorSea Group has previously been reported as associate in the group
accounts. Accounting loss of the disposal of associate is USD 40 million,
mainly due to change in NOK/USD from 2012 to 2017.
The investment is financed through existing liquidity and funding reserves. The
The Purchase Price Allocation is:
Details of net assets acquired and goodwill are as follows:
USD mill
Cash
Option fair value*
Non-controlling interests
Fair value of previously held equity interest
Total purchase consideration
Fair value of net identifiable assets acquired (see below)
Goodwill
*The option is related to remaining part of the shares, currently held by non-controlling interests.
The preliminary purchase price allocation are as follows:
USD mill
Intangible assets
Property, fixtures and vessel
Other long-term assets/ associate and joint arrangements
Other current assets
Cash and cash equivalents
Non current interest-bearing debt
Other non-current liabilities
Other current liabilities
Net identifiable assets acquired
74
2
56
80
211
211
0
Fair value
10
417
185
67
5
(352)
(4)
(118)
211
Summary of acquisition
The group recognises non-controlling interests in an acquired entity at fair value. This decision is made on an acquisition-by-acquisition basis. For the non-controlling
interests in NorSea group, the group elected to recognise the non-controlling interests in at its proportionate share of the acquired net identifiable assets.
81
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. Note 23 Business combinations
Revenue and profit contribution
The acquired business contributed revenues of USD 53 million and net profit
before non-controlling interests of USD 3.9 million to the group for the period
from 26 September to 31 December 2017.
If the acquisition had occurred on 1 January 2017, consolidated pro-forma
revenue and profit before non-controlling interests for the period from 1
January to 26 September 2017 would have been USD 186 million and USD 12
million respectively.
USD mill
Purchase consideration – cash outflow
Cash consideration September 2017
Less balance acquired
– Cash
– Net
Net outflow of cash => investing activities during 2017
74
5
5
(69)
Acquisition-related costs
Acquisition-related costs of USD 1 million that were not directly attributable to the issue of shares are included in other expenses in income statement and in
operating cash flows in the statement of cash flows.
Reported net profit from NorSea group as an associate up to consolidation 26 September 2017 are:
USD mill
Net profit from NorSea group as an associate a part of segment Holding and Investments
Loss upon consolidation of the former NorSea Group
26.09.2017
5
(40)
There were no material acquisitions in the group in 2018.
Kemetyl Konsument Norge AS
On 1 April 2017 the group acquired Kemetyl Konsument Norge AS. The investment cost was approximately USD 20 mill.
SIGNIFICANT DISPOSALS
Merger WW ASA
On 4 April 2017, the subsidiary Wilh. Wilhelmsen ASA (WWASA) was merged
with Wall Roll AB. After the merger the group own 37.8% of the Wallenius
Wilhelmsen ASA.
82
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 24 Contingencies
The size and global activities of the group dictate that companies in the group will be involved from time to time in disputes and legal actions.
The group is not aware of any financial risk associated with disputes and legal actions which are not largely covered through insurance arrangements. Nevertheless,
any such disputes/actions which might exist are of such a nature that they will not significantly affect the group’s financial position.
Note 25 Events after the balance sheet date
No material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions
prevailing on the balance sheet date.
83
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 A
c
c
o
u
n
t
s
a
n
d
n
o
t
e
s
–
p
a
r
e
n
t
c
o
m
p
a
n
y
Cyber
security
Beyond building a common-sense culture in our company, making
sure employees exercise good practise in handling data, navigating
in a digital world is a hot topic in our industry. We need to protect
a wide range of data and ensure our systems, whether on board a
vessel or onshore, operate efficiently and without interruptions. To be
able to operate and not least deserve the trust of all our stakeholders,
we need to professionally manage cyber security threats, handle
the consequences of connectivity and digitalisation, and respond to
increasing legal and customer requirements.
Income statement Wilh. Wilhelmsen Holding ASA
NOK thousand
Operating income
Operating expenses
Employee benefits
Operating expenses
Depreciation
Total operating expenses
Operating profit/(loss)
Financial income/(expenses)
Net financial income
Net financial expenses
Financial income/(expenses)
Profit before tax
Tax income/(expense)
Profit for the year
Transfers and allocations
To equity
Proposed dividend
Interim dividend paid
Total transfers and allocations
Note
2018
2017
1
2
1
3
1
1
4
9
9
9
23 899
66 971
(75 446)
(45 375)
(2 266)
(130 537)
(65 533)
(2 190)
(123 086)
(198 260)
(99 187)
(131 289)
428 285
(8 231)
420 054
397 395
(10 147)
387 248
320 866
255 960
38 265
359 131
7 023
262 982
150 464
116 010
92 658
359 131
30 813
162 413
69 756
262 982
Comprehensive income Wilh. Wilhelmsen Holding ASA
NOK thousand
Profit for the year
Items that will not be reclassified to the income statement
Remeasurement postemployment benefits, net of tax
Total comprehensive income
Note
2018
2017
359 131
262 982
9/10
3 200
362 332
1 156
264 138
Notes 1 to 16 on the next pages are an integral part of these financial statements.
86
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Balance sheet Wilh. Wilhelmsen Holding ASA
NOK thousand
ASSETS
Non current assets
Deferred tax asset
Intangible assets
Tangible assets
Investments in subsidiaries and associates
Other non current assets
Total non current assets
Current assets
Current financial investments
Trade and other receivables
Other current assets
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
Paid-in capital
Own shares
Retained earnings
Total equity
Non current liabilities
Pension liabilities
Other non current liabilities
Total non current liabilities
Current liabilities
Public duties payable
Trade and other payables
Other current liabilities
Total current liabilities
Total equity and liabilities
Note
31.12.2018
31.12.2017
4
3
3
5
6
7/8
6
6/8/13
8
9
9
9
10
6
6
6/11/13
42 398
2 486
11 402
2 653
3 764
11 693
4 872 004
4 872 004
27 000
7 613
4 955 291
4 897 727
761 231
11 924
399 768
81 190
1 254 112
6 209 403
824 661
16 171
265 206
78 624
1 184 663
6 082 390
928 076
4 845 902
5 773 979
930 076
(2 000)
4 692 238
5 620 314
40 856
34 350
75 206
6 756
5 273
348 190
360 219
44 948
42 671
87 619
7 105
10 017
357 334
374 456
6 209 403
6 082 390
Lysaker, 14 March 2019
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler
chair
Trond Ø. Westlie
Carl Erik Steen
Irene Waage Basili
Cathrine Løvenskiold Wilhelmsen
Thomas Wilhelmsen
group CEO
Notes 1 to 16 on the next pages are an integral part of these financial statements.
87
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Cash flow statement Wilh. Wilhelmsen Holding ASA
NOK thousand
Note
2018
2017
Cash flow from operating activities
Profit before tax
Financial (income)/expenses
Depreciation
Gain on sale of fixed asset
Change in net pension liability
Change in other current assets
Change in working capital
Net cash provided by operating activities
Cash flow from investing activities
Proceeds from sale of fixed assets
Investments in fixed assets
Investments in subsidaries
Loan repayments received from subsidiaries
Loans granted to subsidiaries
Proceeds from sale of financial investments
Current financial investments
Dividend/ group contribution from subsidiaries
Dividend received from financial assets
Paid witholding tax dividend portfolio management
Interest received
Cash from financial derivatives
Net cash flow from investing activities
Cash flow from financing activities
Proceeds from issue of debt
Interest paid
Dividend to shareholders
Net cash flow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents, at the beginning of the period
Cash and cash equivalents at 31.12
3
3
3
1
11
9
320 866
(420 054)
2 266
(274)
64
4 467
(20 561)
255 960
(402 710)
2 190
(233)
(3 587)
1 996
1 137
(113 226)
(145 247)
296
(719)
(105 148)
252 467
(261 335)
423 000
14 713
(2 436)
2 609
323 446
50 000
(2 584)
(255 071)
(207 656)
2 565
78 624
81 190
1 132
(1 871)
(506 027)
3 500
(2 500)
265 255
(336 166)
477 000
12 769
(2 005)
1 573
119 657
32 316
150 000
(520)
(232 169)
(82 689)
(195 620)
274 244
78 624
The company has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities.
Notes 1 to 16 on the next pages are an integral part of these financial statements.
88
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 1 Combined items, income statement
NOK thousand
OPERATING INCOME
Other income
Income from group companies
Gain on sale of assets
Total operating income
OTHER OPERATING EXPENSES
Expenses to group companies
Communication and IT expenses
External services
Travel and meeting expenses
Marketing expenses
Other administration expenses
Total other operating expenses
FINANCIAL INCOME/(EXPENSES)
Financial income
Investment management
Interest income
Dividend/group contribution from subsidiaries
Other financial income
Net currency gain
Net financial income
Financial expenses
Interest expenses
Other financial items
Net financial expenses
Net financial income
Note
2018
2017
14
14
2
7
14
14
1 817
21 809
274
23 899
(18 262)
(4 356)
(12 379)
(5 033)
(2 977)
(2 368)
(45 375)
(60 198)
2 609
473 000
12 874
428 285
3 976
62 762
233
66 971
(23 044)
(4 382)
(11 769)
(6 354)
(6 141)
(13 842)
(65 533)
21 840
1 573
227 000
119 657
27 326
397 395
(6 166)
(2 066)
(8 231)
(8 271)
(1 876)
(10 147)
420 054
387 248
89
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Note 2 Employee benefits
NOK thousand
Pay
Payroll tax
Pension cost
Other remuneration
Total employee benefits
Average number of employees
REMUNERATION OF SENIOR EXECUTIVES
NOK thousand
2018
Group CEO
Group CFO
2017
Group CEO
Group CFO
*Mainly related to gross up pension expenses and company car.
2018
2017
47 578
10 856
11 105
5 908
75 446
99 156
14 107
9 025
8 250
130 537
35
45
Total
10 385
5 228
1 696
460
1 696
425
15 186
6 818
Pay
Bonus
Pension
premium
*Other
remuneration
4 870
3 381
4 753
3 293
1 977
940
6 957
2 717
1 842
446
1 779
383
Board of directors
Remuneration of the five directors totalled NOK 2 150 thousand for 2018
(2017: NOK 2 150 thousand). The board’s remuneration for the fiscal year
2018 will be approved by the general assembly 30 April 2019.
Remuneration of the nomination committee totalled NOK 85 thousand for
2018 (2017: NOK 85 thousand).
Senior executives
Thomas Wilhelmsen – group CEO
Christian Berg – group CFO
right to receive up to 100% of his annual salary for 24 months after leaving
the company as a result of mergers, substantial changes in ownership, or
a decision by the board of directors. Possible income during the period is
deducted up to 50%, which comes into force after six months’ notice period.
Group CEO has the right to a life-long pension constituting 50% of his annual
salary ritirement above 12G.
The group CFO is following the company pension policy for salary below and
above 12G (defined contribution plan). His retirement age is 67. In additional, he
has a right to receive 60% of his annual salary between 67 and 70 year.
The group CEO has a severance pay guarantee under which he has the
Loans and guarantees employees
There were no loan or guarantees to employees per 31.12.2018.
90
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 2 Employee benefits
SHARES OWNED OR CONTROLLED BY REPRESENTATIVES OF WILH. WILHELMSEN HOLDING ASA AT 31 DECEMBER 2018
Name
Board of directors
Diderik Schnitler (chair)
Trond Ø. Westlie
Carl E. Steen
Irene Waage Basili
Cathrine Løvenskiold Wilhelmsen
Senior executives
Thomas Wilhelmsen – group CEO
Christian Berg – group CFO
Nomination committee
Wilhelm Wilhelmsen*
Gunnar Fredrik Selvaag
Jan Gunnar Hartvig
A shares
B shares
Total
Part of total
shares
Part of voting
stock
2 000
25 000
27 000
8 000
730
8 000
730
22 100
188
750
22 850
188
20 881 114
2 302 444
23 183 558
0.06%
0.00%
0.02%
0.00%
0.00%
0.05%
0.00%
0.01%
0.00%
0.02%
0.00%
0.00%
0.06%
0.00%
49.96%
0.00%
0.00%
60.46%
0.00%
0.00%
*Following a gift in kind the shares owned and controlled by Wilhelm Wilhelmsen was reduced with 1 000 A-shares in December 2018. This transaction has not yet
been registered in the Norwegian CSD
OPTION PROGRAM FOR EMPLOYEES AT A SPECIFIED LEVEL OF
MANAGEMENT
Long term incentive scheme
The long term incentive scheme (LTI) was introduced in 2015. Participants
are members of the group management team and the presidents for
Wilhelmsen Ships Service and Wilhelmsen Ship Management. For the group
CEO, maximum annual payment is 100% of base salary. For the remaining
participants, the maximum annual payment is 50% of base salary.
The LTI focuses on long term shareholder value creation and is based on
positive development of the Wilhelmsen group’s value adjusted equity. The
ambitions set for the programme are to increase alignment with value creation
for shareholders, to attract, retain and motivate participants and drive long-
term group performance.
Settlement is based on return on value adjusted equity the last four years
leading up to the settlement. The value adjusted equity is determined by using
a “sum-of-the-parts” principle. For listed companies, value adjusted equity is
based on market price, while earnings multiples or net asset value are used for
non-listed entities.
The board sets value adjusted equity targets at the beginning of each four year
measurement period. Without consultation or agreement with the individual,
the board has the right to change or terminate the incentive programme after
each year.
Per 31 December 2018, a provision has been made related to the LTI
programme ending on 31 December 2018. Potential payment will be done in
March 2019, pending approval from the board of directors. The provision has
been calculated based on value adjusted equity per 31 December 2018, risk
free return and standard deviation of historic annual value creation. No provision
has been made for the LTI programme expiring on 31 December 2020.
EXPENSED AUDIT FEE (excluding VAT)
NOK thousand
Statutory audit
Other service fees
Total expensed audit fee
2018
2017
535
277
811
540
708
1 248
91
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 3 Intangible and tangible assets
NOK thousand
2018
Cost 01.01
Additions
Disposals
Cost 31.12
Accumulated depreciation 01.01
Depreciation/amortisation
Disposals
Accumulated depreciation 31.12
Intangible
assets
Buildings
Other tangible
assets
Total
6 180
10 582
6 180
10 582
(2 415)
(1 278)
(2 597)
(423)
(3 693)
(3 021)
8 815
719
(450)
9 084
(5 107)
(564)
428
(5 243)
25 577
719
(450)
25 846
(10 119)
(2 266)
428
(11 957)
Carrying amounts 31.12
2 486
7 562
3 841
13 889
2017
Cost 01.01
Additions
Disposals
Cost 31.12
Accumulated depreciation 01.01
Depreciation/amortisation
Disposals
Accumulated depreciation 31.12
5 309
871
10 582
6 180
10 582
(1 242)
(1 173)
(2 174)
(423)
(2 415)
(2 597)
9 842
1 000
(2 027)
8 815
(5 579)
(594)
1 066
(5 107)
25 733
1 871
(2 027)
25 577
(8 995)
(2 190)
1 066
(10 119)
Carrying amounts 31.12
3 764
7 985
3 708
15 458
Useful life
Amortisation/depreciation schedule
Up to 3 years
Up to 25 years
3-10 years
Straight-line
Straight-line
Straight-line
92
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 4 Tax
NOK thousand
Allocation of tax income
Payable tax/withholding tax
Change in deferred tax
Total tax income/(expense)
Basis for tax computation
Profit before tax
23% tax (2017: 24%)
Tax effect from
Permanent differences
Withholding tax
Change in different tax rate
Adjustment group contribution
Current year calculated tax
Effective tax rate
Deferred tax asset/(liability)
Tax effect of temporary differences
Fixtures
Current assets and liabilities
Non current liabilities and provisions for liabilities
Tax losses carried forward
Deferred tax asset/(liability)
Deferred tax asset/(liability) 01.01
Charge to equity (tax of OCI)
Change of deferred tax through income statement
Tax effect of group contribution
Deferred tax asset/(liability) 31.12
2018
2017
(2 436)
40 702
38 265
(2 005)
9 028
7 023
320 866
73 799
255 960
61 430
(115 409)
(62 830)
2 436
907
(38 265)
713
(337)
4 363
37 659
42 398
2 653
(956)
40 702
42 398
2 005
284
(7 913)
(7 023)
(2.7%)
643
(6 221)
8 230
2 653
1 488
(365)
9 028
(7 500)
2 653
Note 5 Investments in subsidiaries and associates
Investments in subsidiaries and associates are recorded at cost. Where a reduction in the value of shares in subsidiaries or associates is considered to be
permanent and significant, a impairment to net realisable value is recorded.
NOK thousand
Associate
Business office country
Voting share/
ownership share
2018
Book value
2017
Book value
Wallenius Wilhelmsen ASA
Lysaker, Norway
37.8%
1 130 964
1 130 964
Subsidiaries
Treasure ASA*
Wilhelmsen Maritime Services AS
WilService AS
Wilh. Wilhelmsen Holding Invest AS
Wilhelmsen Accounting Services AS
WilNor Governmental Services AS
Lysaker, Norway
Lysaker, Norway
Lysaker, Norway
Lysaker, Norway
Lysaker, Norway
Lysaker, Norway
Wilhelmsen GRC Sdn Bhd
Kuala Lumpur, Malaysia
Total investments in subsidiaries and associates
*At 31.12.2018 Treasure ASA had own shares of 1 450 000 shares.
72.7%
1 043 967
1 043 967
100%
100%
100%
100%
51%
100%
1 264 440
1 264 440
17 550
17 550
1 405 014
1 405 014
3 622
6 439
8
3 622
6 439
8
4 872 004
4 872 004
93
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 6 Combined items, balance sheet
NOK thousand
Note
2018
2017
OTHER NON CURRENT ASSETS
Non current loan group companies (subsidiary and associates)
Total other non current assets
Of which non current debitors falling due for payment later than one year:
Loans to subsidiary and associates
Total other non current assets due after one year
OTHER CURRENT ASSETS
Group contribution
Other current assets
Current loan to group companies (subsidiary and associates)
Total other current assets
OTHER NON CURRENT LIABILITIES
Allocation of commitment
Total other non current liabilities
13/14
13/14
14
13
13/14
27 000
27 000
27 000
27 000
300 000
14 007
85 760
399 768
7 613
7 613
7 613
7 613
250 000
15 206
265 206
34 350
34 350
42 671
42 671
Allocation of commitment relates to a sale leaseback contract for house rental, including both deferred revenue and provision for loss contract. Net change of
NOK 7 955 thousand (current and non current liability) has been reversed through income statment in 2018. Per 31 December 2018 NOK 3 641 thousand was
reclassed to short term liability (2017: NOK 3 275 thousand).
OTHER CURRENT LIABILITIES
Next year's instalment on interest-bearing debt
Proposed dividend
Other current liabilities
Total other current liabilities
11/13
9
13
200 000
116 010
32 181
348 190
150 000
162 413
44 920
357 334
The fair value of current receivables and payables is virtually the same as the carried amount, since the effect of discounting is insignificant.
Lending is at floating rates of interest. Fair value is virtually identical with the carried amount. See note 13.
Note 7 Current financial investments
NOK thousand
Market value asset management portfolio
Equities
Bonds
Other financial derivatives
Total current financial investments
2018
2017
367 709
393 642
(13 113)
748 239
430 114
394 183
(5 961)
818 336
The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market.
Other financial derivatives are classified as other current liabilities.
The net unrealised gain at 31.12
32 714
123 915
The portfolio of financial investments is held as collateral within a securities’ finance facility. See note 11.
94
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 8 Restricted bank deposits and undrawn committed drawing rights
NOK thousand
Restricted bank deposits
Payroll tax withholding account
NOK thousand
Undrawn committed drawing rights
2018
4 331
2017
3 781
2018
2017
Undrawn committed drawing rights for 31 December
1 000 149
1 019 630
NOK thousand
Cash and cash equivalents
Banks
Total Cash and cash equivalents
Note 9 Equity
NOK thousand
Current year's change in equity
Equity 31.12.2017
Interim dividend paid
Proposed dividend
Profit for the year
Comprehensive income for the year
Disposal of own shares
Equity 31.12.2018
NOK thousand
2017 change in equity
Equity 31.12.2016
Interim dividend paid
Proposed dividend
Profit for the year
Comprehensive income for the year
Equity 31.12.2017
2018
81 190
81 190
2017
78 624
78 624
Share capital
Own shares
Retained earnings
Total
930 076
(2 000)
4 692 238
(92 658)
(116 010)
359 131
3 200
5 620 314
(92 658)
(116 010)
359 131
3 200
(2 000)
928 076
2 000
0
4 845 902
5 773 979
Share capital
Own shares
Retained earnings
Total
930 076
(2 000)
930 076
(2 000)
4 660 268
(69 756)
(162 413)
262 982
1 156
4 692 238
5 588 344
(69 756)
(162 413)
262 982
1 156
5 620 314
At 31 December 2018 the company’s share capital comprises 34 657 092
Class A shares and 11 866 732 Class B shares, totalling 46 403 824 shares
with a nominal value of NOK 20 each. Class B shares do not carry a vote at
the general meeting. Otherwise, each share confers the same rights in the
company.
The annual general meeting on 26 April 2018 approved liquidation of 100
000 own class A shares, denominated NOK 20 per share. The share capital is
reduced from NOK 930 076 480 by NOK 2 000 000 to NOK 928 076 480.
Dividend
The proposed dividend for fiscal year 2018 is NOK 2.50 per share, payable
in the second quarter 2019. A decision on this proposal will be taken by the
annual general meeting on 30 April 2019.
Dividend for fiscal year 2017 was NOK 5.50 per share, where NOK 3.50 per share
was paid in May 2018 and NOK 2.00 per share was paid in November 2018.
Dividend for fiscal year 2016 was NOK 5.00 per share, where NOK 3.50 per share
was paid in May 2017 and NOK 1.50 per share was paid in November 2017.
95
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 9 Equity
The largest shareholders at 31 December 2018
Shareholders
Tallyman AS
Folketrygdfondet
VPF Nordea Norge Verdi
Citibank Europe plc
Pareto Aksje Norge Verdipapirfond
J. P. Morgan Bank Luxembourg S.A.
Stiftelsen Tom Wilhelmsen
Nordea Nordic Small Cap Fund
UBS Switzerland AG
Skagen Vekst
State Street Bank and Trust Comp
Clearsteam Banking S.A.
Forsvarets Personellservice
MP Pensjon PK
Euroclear Bank S.A./N.V.
VPF Eika Spar
VPF Nordea Kapital
Eika Norge
Oslo Pensjonsforsikring AS PM
VPF Nordea Avkastning
Other
Total number of shares
A shares
B shares
Total number
of shares
% of
total shares
% of
voting stock
20 784 730
2 281 044
23 065 774
49.71%
60.18%
1 231 880
267 695
886 187
971 815
638 658
370 400
126 875
511 435
512 647
475 722
189 071
375 400
79 965
251 610
115 161
112 359
1 008 832
1 555 724
809 650
617 576
236 000
415 630
6 791
191 369
276 636
104 656
321 038
193 278
287 325
270 187
157 119
2 240 712
1 823 419
1 695 837
1 589 391
638 658
606 400
542 505
518 226
512 647
475 722
380 440
375 400
356 601
356 266
321 038
308 439
287 325
270 187
269 478
4.83%
3.93%
3.65%
3.43%
1.38%
1.31%
1.17%
1.12%
1.10%
1.03%
0.82%
0.81%
0.77%
0.77%
0.69%
0.66%
0.62%
0.58%
0.58%
3.57%
0.78%
2.57%
2.81%
1.85%
1.07%
0.37%
1.48%
1.48%
1.38%
0.55%
1.09%
0.23%
0.73%
0.00%
0.33%
0.00%
0.00%
0.33%
6 635 482
3 133 877
9 769 359
34 537 092
11 866 732
46 403 824
21.05%
100.00%
19.21%
100.00%
Shares on foreigners hands
At 31. December 2018 – 5 150 032 (14.11%) A shares and 2 838 453 (23.92%) B shares.
Corresponding figures at 31. December 2017 – 5 200 373 (15.01%) A shares and 2 448 814 (20.64%) B shares.
96
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 10 Pension
Description of the pension scheme
The company’s defined contribution pension schemes for Norwegian
employees are with financial institute, similar solutions with different investment
funds.
The company has “Ekstrapensjon”, a contribution plan for all Norwegian
employees with salaries exceeding12 times the Norwegian National Insurance
base amount (G). The contribution plan replaced the company obligations
mainly financed from operation.
In addition the company has agreements on early retirement. This obligations
are mainly financed from operations.
made for payroll tax in pension plans where the plan assets exceed the plan
obligations.
The liability recognised in the balance sheet in respect of the remaining defined
benefit pension plans is the present value of the defined benefit obligation at
the end of the reporting period less the fair value of plan assets. The defined
benefit obligations are calculated annually by independent actuaries using
the projected unit credit method. The present value of the defined benefit
obligation is determined by discounting the estimated future cash outflows
using interest rates of high-quality corporate bonds that are denominated in
the currency in which the benefits will be paid, and that have terms to maturity
approximating to the terms of the related pension obligation.
The company has obligations towards some employees in the company’s
senior executive management. These obligations are mainly covered via group
annuity policies in Storebrand.
Actuarial gains and losses arising from experience adjustments and
changes in actuarial assumptions are charged or credited to equity in other
comprehensive income in the period in which they arise.
Pension costs and obligations includes payroll taxes. No provision has been
Number of people covered by pension schemes at 31.12
2018
2017
2018
2017
Funded
Unfunded
In employment
On retirement (inclusive disability pensions)
Total number of people covered by pension schemes
1
2
3
1
2
3
4
4
4
4
Financial assumptions for the pension calculations:
Discount rate
Anticipated pay regulation
Anticipated increase in National Insurance base amount (G)
Anticipated regulation of pensions
Expenses
Commitments
2018
2017
31.12.2018
31.12.2017
2.30%
2.00%
2.00%
0.10%
2.40%
2.25%
2.25%
0.40%
2.70%
2.50%
2.50%
0.10%
2.30%
2.00%
2.00%
0.10%
Anticipated pay regulation are business sector specific, influenced by
composition of employees under the plans. Anticipated increase in G is tied
up to the anticipated pay regulations. Anticipated regulation of pensions is
determined by the difference between return on assets and the hurdle rate.
Actuarial assumptions: all calculations are calculated on the basis of the K2013
mortality tariff. The disability tariff is based on the KU table.
97
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
2018
2017
Funded
Unfunded
Total
Funded
Unfunded
Total
1 643
141
8 506
10 290
54
761
1 697
902
8 506
815
11 105
2 440
162
5 597
8 199
52
774
826
2 492
936
5 597
9 025
2018
2017
(4 647)
2 492
(2 001)
(4 156)
(956)
(3 200)
(171)
(1 350)
(1 521)
(365)
(1 156)
2018
2017
91 698
1 697
1 978
(3 962)
(4 647)
2 492
89 256
91 344
2 492
1 988
(3 955)
(171)
91 698
46 750
43 600
1 076
1 699
(2 526)
(548)
1 949
1 052
3 274
(2 526)
(597)
1 947
48 400
46 750
Cont. note 10 Pension
NOK thousand
Pension expenses
Service cost
Net interest cost
Cost of defined contribution plan
Net pension expenses
NOK thousand
Remeasurements – Other comprehensive income
Effect of changes in financial assumptions
Effect of experience adjustments
(Return) on plan assets (excluding interest income)
Gross remeasurement (gain) loss included in OCI
Tax effect
Remeasurement (gain) loss recognised in OCI – net of tax
NOK thousand
Pension obligations
Defined benefit obligation at end of prior year
Service cost
Interest expense
Benefit payments from plan
Effect of changes in financial assumptions
Effect of experience adjustments
Pension obligations 31.12
Fair value of plan assets
Fair value of plan assets at end of prior year
Interest income
Employer contributions
Benefit payments from plan
Administrative expenses paid from plan assets
Return on plan assets (excluding interest income)
Gross pension assets 31.12
98
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Cont. note 10 Pension
NOK thousand
Funded
Unfunded
Total
Funded
Unfunded
Total
2018
2017
Specification of funded and unfunded obligation
Service cost
Defined benefit obligation
Fair value of plan assets
Net liability
1 643
51 730
48 400
3 330
54
37 526
37 526
1 697
89 256
48 400
40 856
2 440
54 187
46 750
7 437
52
37 511
37 511
2 492
91 698
46 750
44 948
Premium payments in 2019 are expected to be NOK 5.1 million (2018: NOK 4.9 million). Payments from operations are estimated at NOK 2.2 million (2018: NOK 2.3 million).
NOK thousand
Historical developments
Gross pension obligations, including payroll tax
Gross pension assets
Net recorded pension obligations
Note 11 Interest-bearing debt
NOK thousand
Interest-bearing debt
Bank loan
Total interest-bearing debt
Repayment schedule for interest-bearing debt
Due in year 1
Total interest-bearing debt
Held as collateral within a securities’ finance facility
The portfolio of financial investments
31.12.2018
31.12.2017
89 256
48 400
40 856
91 698
46 750
44 948
2018
2017
200 000
200 000
150 000
150 000
200 000
200 000
150 000
150 000
761 352
824 297
The parent company had in addition undrawn revolving facilities at 31
December 2018. The parent company’s financing arrangement provides for
customary financial covenants related to minimum liquidity, and minimum value
adjusted equity ratio. The company was in compliance with these covenants at
31 December 2018 (analougue for 31 December 2017).
FINANCIAL RISK
See note 13 to the parent accounts and note 17 to the group accounts
for further information on financial risk, and note 16 to the group accounts
concerning the fair value of interest-bearing debt.
Note 12 Operating lease commitments
The company has a sale and leaseback agreement for the office building, Strandveien 20. The lease run over 15 years from 1 October 2009, with an option to
extend for additional 5 years + 5 years.
The lease agreement for the office building (including storage and parking) at Strandveien 12, was terminated in February 2019.
NOK thousand
Due in year 1
Due in year 2
Due in year 3
Due in year 4
Due in year 5 and later
Total expense related to operating leasing commitments
2018
44 119
45 222
46 353
47 511
202 224
385 429
2017
51 365
52 392
53 440
49 131
141 377
347 705
99
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 13 Financial risk
CREDIT RISK
Guarantees
The group’s policy is that the parent company will not provide any financial
guarantees.
Quoted market prices or dealer quotes for similar instruments.
The fair value of interest rate swaps is calculated as the present value of the
estimated future cash flows based on observable yield curves.
Cash and bank deposits
The parent’s exposure to credit risk on cash and bank deposits is considered
to be very limited as the parent maintain banking relationships with a selection
of banks with strong credit ratings.
The fair value of interest rate swap option (swaption) contracts is determined
using observable yield curve, volatility and time-to-maturity parameters at the
balance sheet date, resulting in a swaption premium.
LIQUIDITY RISK
The parent’s approach to managing liquidity is to ensure sufficient liquidity to
meet its liabilities, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the parent and group’s reputation.
The parent’s liquidity risk is considered to be low in the sense that it holds
significant liquid assets in addition to undrawn credit facilities.
FAIR VALUE ESTIMATION
The fair value of financial instruments traded in an active market is based on
quoted market prices on the balance sheet date. The fair value of financial
instruments not traded in an active market (over-the-counter contracts) are
based on third party quotes. Specific valuation techniques used to value
financial instruments include:
The fair value of forward foreign exchange contracts is determined using
forward exchange rates at the balance sheet date, with the resulting value
discounted back to present value. The fair value of foreign exchange option
contracts is determined using observable forward exchange rates, volatility,
yield curves and time-to-maturity parameters at the balance sheet date,
resulting in an option premium.
The carrying value less impairment provision of receivables and payables are
assumed to approximate their fair values. The fair value of financial liabilities for
disclosure purposes is estimated by discounting the future contractual cash
flows at the current market interest rate that is available to the company for
similar financial instruments.
NOK thousand
2018
Interest-bearing debt
Bank loan
Total interest-bearing debt 31.12
2017
Interest-bearing debt
Bank loan
Total interest-bearing debt 31.12
Fair value
Carrying amount
200 000
200 000
150 000
150 000
200 000
200 000
150 000
150 000
The fair value of financial instruments traded in active markets is based on
closing prices at the balance sheet date. A market is regarded as active if
quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service, or regulatory agency, and those prices
represent actual and regularly occurring market transactions on an arm’s
length basis.
The price used for valuation of financial assets held by the group is the closing
price. These instruments are included in level 1. Instruments included in level 1
at the end of 2018 and 2017 are investment grade bonds, equities and listed
financial derivatives.
The fair value of financial instruments not traded in an active market is
determined by using valuation techniques. These valuation techniques use
observable market data where available and rely as little as possible on entity
specific estimates. These instruments are included in level 2. Instruments
included in level 2 are FX and IR derivatives.
If one or more of significant valuation inputs is not based on observable
market data, the instruments are included in level 3.
Total financial instruments and short term financial investments
NOK thousand
Level 1
Level 2
Level 3
Total balance
Financial assets at fair value through income statement 2018
– Bonds
– Equities
Total assets 31.12
Financial liabilities fair value through income statement 2018
– Financial derivatives
Total liabilities 31.12
393 642
366 707
760 350
1 002
1 002
0
(13 113)
(13 113)
393 642
367 709
761 352
(13 113)
(13 113)
0
0
100
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 13 Financial risk
NOK thousand
Level 1
Level 2
Level 3
Total balance
Financial assets at fair value through income statement 2017
– Bonds
– Equities
Total assets 31.12
Financial liabilities fair value through income statement 2017
– Financial derivatives
Total liabilities 31.12
394 183
423 522
817 705
(270)
(270)
1 828
(5 691)
(5 691)
6 593
6 593
0
Financial instruments by category
Note
Financial assets at
amortised cost
Fair value through
income statement
Assets
Other non current assets
Current financial investments
Other current assets
Cash and cash equivalent
Assets at 31.12.2018
Liabilities
Financial derivatives
Current interest-bearing debt
Other current liabilities
Liabilities 31.12.2018
Assets
Other non current assets
Current financial investments
Other current assets
Cash and cash equivalent
Assets at 31.12.2017
Liabilities
Financial derivatives
Current interest-bearing debt
Other current liabilities
Liabilities 31.12.2017
6
7
6
Note
6
6
6
Note
6
7
6
Note
6
6
6
See note 17 to the group financial statement for further information about the group risk factors.
394 183
430 114
824 297
(5 961)
(5 961)
Total
27 000
761 352
399 768
81 190
Total
13 113
200 000
143 775
348 190
Total
7 613
824 297
279 549
78 624
27 000
399 768
81 190
507 958
761 352
761 352
1 269 309
Other financial
liabilities at
amortised cost
Fair value through
income statement
200 000
143 775
343 775
13 113
13 113
Loans and
receivables
Assets at fair
value through the
income statement
7 613
279 549
78 624
365 786
824 297
824 297
1 190 083
Other financial
liabilities at
amortised cost
Assets at fair
value through the
income statement
150 000
209 562
359 562
5 961
5 961
Total
5 961
150 000
209 562
365 523
101
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Note 14 Related party transaction
The ultimate owner of the group Wilh.Wilhelmsen Holding ASA is Tallyman AS,
which control about 60% of voting shares of the group. The ulimate owners of
Tallyman AS are the Wilhelmsen family and Mr Wilhelm Wilhelmsen controls
Tallyman AS.
Shares owned or controlled by related party of Wilh. Wilhelmsen Holding ASA at 31 December 2018
Name
A shares
B shares
Total
Part of
total shares
Part of
voting stock
Family Wilhelm Wilhelmsen
20 881 114
2 302 444
23 183 558
49.96%
60.46%
Wilhelm Wilhelmsen has in 2018 received remuneration of NOK 750 thousand
(2017: NOK 750 thousand) in consulting fee, NOK 70 thousand (2017: NOK
70 thousand) in nomination committee for Wilh. Wilhelmsen Holding ASA
and Treasure ASA and NOK 1 894 thousand (2017: NOK 1 846 thousand) in
ordinary paid pension and other remunerations.
WWH ASA delivers services to other group companies, primarily human
resources, communication, treasury (“Shared Services”).
In accordance with service level agreements, WilService AS delivers in-house
services such as canteen, post, switchboard and rent of office facilities,
Wilhelmsen Accounting Services delivers accounting services and Maritime
Services delivers IT services to WWH. Generally, Shared Services are priced
using a cost plus 5% margin calculation, in accordance with the principles set
out in the OECD Transfer Pricing Guidelines and are delivered according to
agreements that are renewed annually.
NOK thousand
Note
2018
2017
OPERATING REVENUE FROM GROUP COMPANIES
WalWil group
Maritime Services
Holding and Investments
Operating revenue from group companies
OPERATING EXPENSES TO GROUP COMPANIES
Maritime Services
Holding and Investments
Operating expenses to group companies
FINANCIAL INCOME FROM GROUP COMPANIES
Maritime Services
Holding and Investments
Financial income from group companies
ACCOUNT RECEIVABLES AND ACCOUNT PAYABLES WITH GROUP COMPANIES
Account receivables
Maritime Services
Holding and Investments
Supply Services
Account receivables from group companies
Account payables
Maritime Services
Holding and Investments
Account payables to group companies
4 912
13 083
3 814
21 809
(3 547)
(14 715)
(18 262)
425 000
49 860
474 860
9 406
1 333
272
4 130
54 312
4 320
62 762
(5 801)
(17 243)
(23 044)
227 279
227 279
264 346
922
11 010
265 269
(1 844)
(1 844)
(1 455)
(1 012)
(2 467)
1
1
1
6
6
102
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Cont. note 14 Related party transaction
NOK thousand
Note
2018
2017
NON CURRENT LOAN TO GROUP COMPANIES
Holding and Investments*
Non current loan to group companies
6
27 000
27 000
7 613
7 613
*Loan to WilService (Holding and Investments segment) was provided at commercially reasonable market terms (average margins 3%). Interest rates are based on
floating LIBOR-rates.
CURRENT LOAN TO GROUP COMPANIES
Holding and Investments*
Current loan to group companies
6
85 760
85 760
0
*Loan to Wilh.Wilhelmsen Holding Invest AS (Holding and Investments segment) was provided at commercially reasonable market terms (average margins 3%).
Interest rates are based on floating LIBOR-rates.
Note 15 Events after the balance sheet date
No material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions
prevailing on the balance sheet date.
103
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Note 16 Statement on the remuneration for senior executives
The statement on senior executives’ remuneration has been prepared in
accordance with the Norwegian Public Limited Companies Act, the Norwegian
Accounting Act and the Norwegian Code of Practice and is adopted by the
board of directors.
a long-term incentive scheme running over a four-year period, based on
the development of the group’s value adjusted equity. The scheme aims
to increase alignment with the shareholders’ interests and how senior
executives executes strategy and develop value for the group and its
shareholders.
For the purpose of this statement, senior executives include Thomas
Wilhelmsen (group CEO), Christian Berg (group CFO), Jan Eyvin Wang (senior
vice president industrial investments), Benedicte Teigen Gude (senior vice
president HR and communications), Bjørge Grimholt (CEO and president
Ships Service), Carl Schou (CEO and president Ship Management), and
John Stangeland (CEO of NorSea Group).
The following guidelines are applicable for 2019.
General principles for the remuneration of senior executives
The remuneration of the group CEO is determined by the board. Remuneration
of other senior executives is determined administratively based on frameworks
specified by the board.
Remuneration shall be at a competitive level in the relevant labour market(s).
It should be a tool for the board to retain and attract required leadership and
motivational for the individual executive. The total remuneration package shall
therefore consist of fixed remuneration (basic salary and benefits in kind) and
variable, performance-based remuneration (short- and long-term incentive
schemes). The remuneration system should be flexible and understandable.
The remuneration level shall reflect the complexity and responsibilities of
each role and shall consider the group’s breadth of international operations.
With most of the positions based in Norway, the board primarily looks to other
Norwegian companies operating in an international environment to ensure that
remuneration levels are competitive.
Fixed salary
The main element of the remuneration package shall be the annual base
salary. This is normally evaluated once a year in June based on individual
performance, achieved results, how the results are achieved, market
competitiveness, and local labour market trends.
Benefits in kind
The senior executives receive benefits in kind that are common for comparable
positions. These include newspapers, mobile phone, broadband, insurance,
and car salary.
Short-term variable remuneration
An annual variable pay scheme is a key component in the total reward package
and is meant to emphasises the link between performance and pay. It aligns
the senior executives with relevant, clear targets derived from the group’s
long-term strategy. The variable pay scheme includes a financial target (return
of capital employed), a discretionary element and/or an individual/team target.
Maximum opportunities for annual payments for senior executives are capped
at four to six months’ salary, depending on role.
Long-term variable remuneration
The senior executives (less the CEO of NorSea Group) also participate in
The value adjusted equity is determined using a sum-of-the-parts method:
non-listed entities are valued using earnings multiples, earnings multiples
less debt and minorities or at net asset value, while listed entities are valued
at market price.
For the group CEO, maximum annual payment is 100% of base salary. For the
remaining, the maximum payment is 50% of base salary.
For further details, see note 6 page 52 and note 2 page 90.
Pension scheme
Pension benefits for senior executives include coverage for old age, disability,
spouse and children, and supplement payments by the Norwegian National
Insurance system.
Pension obligations related to salaries above 12G (NOK 1 161 996) and the
option to take early retirement, are insured in the case of group CEO. Group
CEO has the right to a life-long pension constituting 50% of his annual salary
retirement above 12G.
The group CFO has a special agreement to retire at the age of 67, with
a gross compensation equal to 60% of base salary to the age of 70 The
agreement includes pensions.
The presidents for Ships Service and Ship Management have a defined
benefit plan for salary exceeding 12G financed through operations.
The remaining executives have a defined contribution plan for salary above
12G. For salary below 12G, they are all a part of the collective agreement.
Severance package scheme
The group CEO has a severance pay guarantee under which he has the
right to receive up to 100% of his annual salary for 24 months after leaving
the company because of mergers, substantial changes in ownership, or
a decision by the board. After six months’ notice period, possible income
during the severance pay period will be deducted by up to 50%.
The other senior executives also have arrangements for severance payment
beyond redundancy period following departure from the group.
Statement on senior executive remuneration in the previous fiscal year
Remuneration policy and development for the senior executives in the
previous fiscal year built upon the same policies as those described above.
For further details regarding the individual remuneration elements, see note
2 concerning pay and other remuneration for senior executives of the parent
company and note 6 of the group accounts concerning senior executives of
the group.
104
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Auditor’s report
To the General Meeting of Wilh. Wilhelmsen Holding ASA
Independent auditor’s report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Wilh. Wilhelmsen Holding ASA, which comprise:
• The financial statements of the parent company Wilh. Wilhelmsen Holding ASA (the
Company), which comprise the balance sheet as at 31 December 2018, the income statement,
comprehensive income and cash flow statement for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and
• The consolidated financial statements of Wilh. Wilhelmsen Holding ASA and its subsidiaries
(the Group), which comprise the balance sheet as at 31 December 2018, the income statement,
comprehensive income, consolidated statement of changes in equity and cash flow statement
for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies.
In our opinion:
• The financial statements are prepared in accordance with the law and regulations.
• The accompanying financial statements give a true and fair view of the financial position of the
Company as at 31 December 2018, and its financial performance and its cash flows for the year
then ended in accordance with simplified application of international accounting standards
according to section 3-9 of the Norwegian Accounting Act.
• The accompanying consolidated financial statements give a true and fair view of the financial
position of the Group as at 31 December 2018, and its financial performance and its cash flows
for the year then ended in accordance with International Financial Reporting Standards as
adopted by the EU.
Basis for Opinion
We conducted our audit in accordance with laws, regulations, and auditing standards and practices
generally accepted in Norway, including International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by laws and regulations, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
In 2017, we focused on Discontinuing of the operations in the shipping and logistics segment and
Completion of a material business combination. These two issues are now resolved and consequently
no longer a focus area for our audit. In 2018, an area of focus for the audit has been Revenue from
contracts with customers in the Maritime Services and Supply Services segments. We focused on this
PricewaterhouseCoopers AS, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 VAT, www.pwc.no
State authorised public accountants, members of The Norwegian Institute of Public Accountants, and authorised
accounting firm
105
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Auditor’s report
Auditors Report - Wilh. Wilhelmsen Holding ASA
issue due to material amounts, the inherent complexity in handling many revenue streams, and the
use of judgement in some of the areas within revenue.
Key Audit Matter
How our audit addressed the Key Audit Matter
Revenue from contracts with customers
This has been an area of focus for the audit
due to the amounts involved. Revenue
from contracts with customers in the
Maritime Services and Supply Services
segments was USD 581 million and USD
283 million respectively for the year ended
December 31, 2018.
Further, there is an inherent risk of errors
when a business handles multiple revenue
streams, where each of them consists of
large numbers of transactions that adds up
to material amounts. The inherent risk of
errors increase from the complexity that
sometimes accompany the implementation
of a new accounting standard; in this case
IFRS 15 – Revenue from contracts with
customers. The implementation of IFRS 15
required management to use judgement,
particularly to determine the transaction
price and to decide when performance
obligations is satisfied.
Furthermore, we focused on
management’s assessment of certain
contracts where judgements was an
integral part of the assessment of whether
Wilh. Wilhelmsen Holding ASA acts as the
agent or the principal.
We refer to note 3 Revenue from contracts
with customers, where management
explain the various revenue streams and
how they are accounted for under IFRS 15
- Revenue from contracts with customers.
Here, management also explain the
different performance obligations,
measurement of the transaction price and
whether income should be recognized net
or gross.
We obtained and studied managements’ accounting
policy to assess it against relevant IFRSs. We discussed
with management how the specific requirements of the
standards, in particular IFRS 15 – Revenue from
contracts with customers, were met. Our discussions
included the impact the implementation and adoption of
IFRS 15 had on accounting practices and policies within
the Maritime Services and Supply Services Segments. We
found that we were able to agree with management
about their accounting policies and that their assessment
of implementations effects were reasonable.
To assess the accuracy of their practices, we tested, on a
sample basis, each revenue stream towards information
such as contract terms, invoices and bank payments. We
found that the revenue was recorded accurate and in
accordance with the underlying documentation.
Further, to assess the determined transaction prices, we
obtained an understanding of the price for services and
products, including discounts and customer bonus
through interviews with management, walkthroughs and
review of process descriptions. In addition, we obtained
and read a selection of customer contracts to understand
whether the determined prices was in accordance with
the contract terms. We found no significant deviations in
management's assessments.
Through interviews with management and review of a
selection of sales documentation such as customer
contracts and invoices; we obtained an understanding of
the assumptions managements assessed to decide on
when the performance obligations was satisfied. We
concluded that management’s assumptions were
reasonable.
To assess whether the accounting should reflect whether
the company acted as an agent or a principal, we
obtained and read a selection of contracts. We
considered the specific contract terms, and held them up
against the requirements in IFRS 15 and discussed with
management and challenged their assessment. The
accounting is arranged to reflect that Wilh. Wilhelmsen
Holding ASA is an agent. We found management’s
(2)
106
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Auditor’s report
Auditors Report - Wilh. Wilhelmsen Holding ASA
assessment to be appropriate.
We evaluated the appropriateness of the related
disclosures in the accounting policies and note 3 to the
financial statements for the Group to the requirements of
the applicable financial reporting framework, IFRS. We
found that the disclosure appropriately explained the
revenue from contracts with customers.
Other information
Management is responsible for the other information. The other information comprises information in
the annual report, except the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
The Board of Directors and the Managing Director (Management) are responsible for the preparation
in accordance with law and regulations, including fair presentation of the financial statements of the
Company in accordance with simplified application of international accounting standards according to
the Norwegian Accounting Act section 3-9, and for the preparation and fair presentation of the
consolidated financial statements of the Group in accordance with International Financial Reporting
Standards as adopted by the EU, and for such internal control as management determines is necessary
to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with laws, regulations, and auditing standards and practices
generally accepted in Norway, including ISAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
(3)
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Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Auditor’s report
Auditors Report - Wilh. Wilhelmsen Holding ASA
As part of an audit in accordance with laws, regulations, and auditing standards and practices
generally accepted in Norway, including ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
•
identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's or the Group's internal control.
•
•
evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company and the Group's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company and the Group to cease to continue as a going concern.
•
evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide the Board of Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
(4)
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Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Auditor’s report
Auditors Report - Wilh. Wilhelmsen Holding ASA
Report on Other Legal and Regulatory Requirements
Opinion on the Board of Directors’ report
Based on our audit of the financial statements as described above, it is our opinion that the
information presented in the Board of Directors’ report and in the reports on Corporate Governance
and Sustainability concerning the financial statements, the going concern assumption and the
proposed allocation of the result is consistent with the financial statements and complies with the law
and regulations.
Opinion on Registration and Documentation
Based on our audit of the financial statements as described above, and control procedures we have
considered necessary in accordance with the International Standard on Assurance Engagements
(ISAE) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial
Information, it is our opinion that management has fulfilled its duty to produce a proper and clearly
set out registration and documentation of the Company’s accounting information in accordance with
the law and bookkeeping standards and practices generally accepted in Norway.
Oslo, 14 March 2019
PricewaterhouseCoopers AS
Thomas Fraurud
State Authorised Public Accountant
(5)
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Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018
Responsibility statement
We confirm, to the best of our knowledge, that the financial statements for the
period 1 January to 31 December 2018 have been prepared in accordance
with current applicable accounting standards and give a true and fair view of
the assets, liabilities, financial position and profit for the entity and the group
taken as a whole.
We also confirm that the Board of Directors’ Report includes a true and fair
review of the development and performance of the business and the position
of the entity and the group, together with a description of the principal risks and
uncertainties facing the entity and the group.
Lysaker, 14 March 2019
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler
chair
Trond Ø. Westlie
Carl Erik Steen
Irene Waage Basili
Cathrine Løvenskiold Wilhelmsen
Thomas Wilhelmsen
group CEO
110
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2018 Ethics and
anti-corruption
Our various stakeholders depend on us being transparent and compliant. Nothing
less, nothing more. We do the right things, the right way. It is simply how we do
business. We expect the same of our employees as we do of our customers, suppliers
and other business partners.
C
o
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Corporate governance
A summary of the corporate governance report for 2018
Corporate governance comply or explain overview
Section
Topic
Deviation
Reference in this report
01.
02.
03.
04.
05.
Implementation and reporting on corporate governance
Business
Equity and dividends
Equal treatment of shareholders and transactions with close
associates
Shares and negotiability
None
None
None
None
None
06.
General meetings
There is no requirement for the full board to attend
the general meeting, and the board chair opens
and directs the meeting
07.
08.
09.
10.
11.
12.
13.
14.
15.
Nomination committee
None
Board of directors: composition and independence
The board chooses its own chair
The work of the board of directors
The full board serves as audit committee
Risk management and internal control
Remuneration of the board of directors
Remuneration of executive personnel
Information and communications
Take-overs
Auditor
None
None
None
None
None
None
Page 115
Page 115
Page 115
Page 116
Page 116
Page 116
Page 117
Page 117
Page 118
Page 118
Page 118
Page 119
Page 119
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Reducing risk
and improving
accountability
We, as the board of Wilh. Wilhelmsen Holding
ASA, are responsible for ensuring that the
company is directed and controlled in an
appropriate and satisfactory manner according
to existing laws and regulations.
The Corporate governance report for 2018 is,
amongst others, based on the requirements
of the Norwegian Accounting Act and the
recommendations of the Norwegian Code of
Practice for Corporate Governance.
We believe sound corporate governance is
important because it:
• reduces risk
• contributes to the greatest possible value
creation over time in the best interests of the
company’s shareholders, employees and
other stakeholders
• ensures fair treatment of all our stakeholders
• ensures easy access to timely, accurate and
relevant information about the company’s
business
• strengthens the confidence in the company
and increases the company’s attractiveness.
We, as the board, assess the company’s
corporate governance to be of high standard,
and discussed and approved the report on
14 March 2019. All the directors were present
at the meeting.
Diderik Schnitler
Chair of the board
114
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2018 The board’s
corporate
governance
report for
2018
1. Implementation and reporting on corporate
governance
Wilh. Wilhelmsen Holding ASA (Wilhelmsen)
is a public limited company organised under
Norwegian law. Listed on a regulated market
(Oslo Børs), the company is subject to general
Norwegian securities’ legislation and Oslo
Børs’ regulations.
This corporate governance report follows the
requirements of the Norwegian Accounting
Act (§3-3b) and the recommendations in the
Norwegian Code of Practice for Corporate
Governance (Code of Practice, dated 17
October 2018). The Code of Practice includes
provisions and guidance that in part elaborate
on existing legislation and in part cover areas
not addressed by legislation. The structure of
this report is aligned with the structure of the
Code of Practice.
This report is published as part of the
company’s annual report and available on the
company’s website.
Comply or explain principle
The corporate governance report follows
the “comply and explain” principles. Where
Wilhelmsen does not fully comply with the
Code of Practice, an explanation of the reason
for the deviation and what solution the
company has selected has been included.
Deviations from the Code of Practice: None
2. Business
Business activities
According to Wilhelmsen’s Articles of
association, the company’s objective is
to engage in shipping, maritime services,
aviation, industry, commerce, finance business,
brokerage, agencies and forwarding, to own or
manage real estate, and to run business related
thereto or associated therewith. While present
business activities mainly are within maritime
services, shipping and related logistics services,
the board finds it appropriate to maintain a
broad objective to allow for a wider range of
activities and investments.
Strategy and risk
The board has a yearly strategy review
of the business portfolio and ownership
strategy for main activities and investments,
supplemented by selective business reviews
on a regular basis.
The board further evaluate the risk profile on
a quarterly basis.
A summary of the company’s strategic
direction and a risk review is included in the
directors’ report for 2018.
Stakeholder interests
Wilhelmsen is in regular dialogue with key
stakeholders engaged in issues relating to
the maritime industry and the corporate
activities of the group. A description of
various stakeholder interests and how this
may impact Wilhelmsen is described in the
group’s sustainability report available on the
company’s website.
Sustainable business model
A responsible business model is necessary
to be sustainable. Acknowledging that the
company’s activities affect its surroundings,
the company issues an annual Sustainability
report. The report is based on the requirements
stated in the GRI Sustainability Reporting
Standards (GRI Standards) and the ten
principles of the UN Global Compact. The
report, which also describes how the company
actively contributes to reaching the Sustainable
Development Goals, is available on the
company’s website.
The Sustainability report describes how
Wilhelmsen combines long-term profitability
with emphasis on ethical business conduct
including respect for human rights, the
natural environment and the societies in
which the company operates. The report
includes how the company addresses
employee rights and working environment,
human rights, health and safety issues,
the external environment, prevention of
corruption and how the company contributes
to communities in which it operates.
Deviations from the Code of Practice: None
3. Equity and dividends
Capital structure
The board considers it appropriate for the
parent company to maintain a low debt
profile, with group business activities
primarily financed on a non-recourse basis by
the relevant subsidiary. This is consistent with
the holding nature of the parent company.
Dividend
The dividend policy states that “the goal is to
provide shareholders with a high return over
time through a combination of value creation
for the company’s shares and payment of
dividend. The objective is to have consistent
yearly dividend paid twice annually”.
Wilhelmsen has a history of paying dividend
twice a year, with total consideration varying
115
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2018 between NOK 5.00 and NOK 5.50 per share for
the five-year period 2014-18. The first dividend
has varied been NOK 3.00 and NOK 3.50 per
share while the second dividend has been
between NOK 1.50 and NOK 2.00 per share.
In 2018, the company paid a total dividend
of NOK 5.50 per share, split on NOK 3.50
and NOK 2.00 as first and second dividend
respectively.
To be able to continue the practice of dividend
paid twice annually, the board is proposing to
the annual shareholder meeting scheduled for
30 April 2019 a first dividend of NOK 2.50, and
that the board is authorised to pay additional
dividend of up to NOK 2.50 per share.
Mandate to increase share capital
or purchase own shares
At the 26 April 2018 annual general meeting,
the board proposed and was granted an
authorisation to acquire shares in the
company with a nominal value of up to NOK
92 807 648, equivalent to 10% of the current
share capital. The reason for the proposal
was that it enables the adjustment of capital
structure and balance to the company’s needs,
as framework conditions for the industry
change.
The board has not used the authority during
the period up to date of this report, and has
made a proposal to the next annual general
meeting to be held on 30 April 2019 for a
renewal of the mandate for a period of one
year.
The board has not requested, and the general
meeting has as such not granted, any board
mandate to increase the company’s share
capital.
Deviations from the code: None
4. Equal treatment of shareholders
and transactions with close associates
Transactions in own shares
Any transactions the company carries out
in its own shares are carried out through
the stock exchange and at prevailing stock
exchange prices, or in such other ways
which will ensure equal treatment of all
shareholders.
Transaction with close associates
Any transactions taking place between a
principal shareholder or close associates and
the company will apply prices and other terms
and conditions common for such agreements.
A similar principle is used for transactions
between companies within the group. In the
event of material transactions, the company
will seek independent valuation. Relevant
transactions will be publicly disclosed to seek
transparency. The board instruction includes
procedures for how to handle any situations
where a board member has a personal or
financial interest related to a board matter.
Deviations from the Code of Practice: None
5. Freely negotiable shares
Listed on the Oslo børs with the tickers
“WWI” and “WWIB” for the Class A and
Class B shares respectively, all shares are
freely negotiable. There are no restrictions
on negotiability in the company’s Articles
of associations.
Deviations from the Code of Practice: None
6. General meetings
Matters to be dealt with and decided by the
annual general meeting and procedures
related to general meetings are outlined in
article 7 of the Articles of associations.
The annual general meeting is normally
held late April or early May. In addition,
extraordinary general meetings may be
convened if required.
Shareholders with Norwegian VPS accounts
or known addresses are notified electronically
through the Norwegian VPS system or by
mail no later than 21 days prior to a general
meeting.
Proposed resolutions, together with relevant
supporting documents are published on the
Wilhelmsen website no later than 21 days prior
to the general meeting. For annual general
meetings, this include the annual report
(including directors report, annual accounts
and the auditor’s report), statement on the
remuneration for senior executives, statement
on corporate governance, and the nomination
committee report. Shareholders may, upon
request, receive hard copies of the material.
Shareholders may attend the general meeting
in person, nominate a proxy, or vote in
advance. The vote may be through electronic
communication. The attendance form, proxy
nomination, or advance vote must be received
by the company’s registrar no later than two
working days before the meeting takes place.
As a general rule, shareholders may vote on
each individual matter, including individual
candidates nominated for election.
The board chair, nomination committee
chair, group CEO, group CFO, and auditor will
116
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2018 normally attend the annual general meeting,
together with other members of the board
and management if available. There is no
requirement for the full board to attend a
general meeting.
The board chair opens and directs the general
meeting in accordance with Article 7 of the
Articles of association.
The minutes of general meetings are
published on the Oslo Børs news service and
available on the company’s website.
Deviations from the Code of Practice: There is
no requirement for the full board to attend the
general meeting, and the board chair opens
and directs the meeting
7. Nomination committee
The work of the Wilhelmsen nomination
committee follows the “Guidelines for
the duties of the nomination committee”
approved by the general meeting on 28 April
2011. A revised guideline has been proposed
for approval by the general meeting scheduled
for 30 April 2019, together with a proposal to
amend the Articles of association to include
the role of the nomination committee.
The nomination committee consists of the
following members:
Deviations from the Code of Practice: None
(subject approval of proposed changes to the
Articles of association by the annual general
meeting)
8. Board of directors: composition
and independence
According to article 5 of the Articles of
association, the company’s board is made
up of five to seven members and up to three
deputy members. It chooses its own chair.
The composition of the board is made to ensure
it meets the company’s need for expertise,
capacity and diversity. Focus is also on ensuring
that the board can function effectively as a
collegiate body. Information on the background
and experience of the individual board members
are available on the company’s website.
During 2018, the board consisted of the
following members:
Board member
Last time elected
Period
Elected to
Diderik Schnitler (chair)
27.04.2017
2 years
2019
Carl Erik Steen
27.04.2017
2 years
2019
Cathrine Løvenskiold Wilhelmsen
27.04.2017
2 years
2019
Irene Waage Basili*
26.04.2018
2 years
2018/20
Nomination
committee member
Wilhelm Wilhelmsen
(chair)
Elected
Period Elected to
Trond Westli**
26.04.2018
2 years
2020
26.04.2018
2 years
2020
Odd Rune Austgulen***
03.05.2016
2 years
2018
Frederik Selvaag
26.04.2018
2 years
2020
Jan Gunnar Hartvig
26.04.2018
2 years
2020
* Re-elected at the 26.04.2018 Annual general meeting
** Elected at the 26.04.2018 Annual general meeting
*** Resigned from the board at the 26.04.2018 annual general meeting
Wilhelm Wilhelmsen is related to the group
CEO and acts as an advisor to the board.
The other nomination committee members
are independent of the board and executive
employees.
As part of the nomination process, the
committee has contact with relevant
stakeholders. A revised procedure has been
established and published on the company
website, whereby shareholders may propose
candidates for election.
The board does not include executive
employees, and all board members are
independent of the executive management.
Cathrine Løvenskiold Wilhelmsen is related
to the Wilhelmsen family, which is the main
shareholder group of the company. All other
board members are independent of the main
shareholder group.
The group CEO and group CFO are normally
present at board meetings, as is other
executives depending on agenda and issues to
be discussed.
The nomination committee provides its
recommendation to the annual general
meeting in form of a report, which among
other includes justification of individual
candidates.
The board instruction encourages board
members to own shares in the company.
Deviations from the Code of Practice: The
board chooses its own chair
117
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2018 9. The work of the board of directors
Board instruction and work of the board
The board has issued instructions for its
own work. The instruction reflects the role,
responsibilities, and work procedures of the
board as laid down in the Norwegian Public
Companies Act. This includes procedures for
how to handle any situations where a board
member has a personal or financial interest
related to a board matter.
The board evaluates its performance and
expertise on an annual basis. A summary
of the evaluation is provided as input to the
nomination committee.
During 2018, the board held eight meetings, in
addition to a full day strategy session.
According to article 5 of the Articles of
association, “the full board shall jointly
serve as the company’s audit committee.”
As the Wilhelmsen board consists of five
members, this is regarded the most effective
solution. For the same reason, the board has
not deemed it desirable to have a separate
remuneration committee, nor other separate
committees to follow up on specific issues.
Executive committee for industrial democracy
Wilhelmsen maintains an executive
committee for industrial democracy in
foreign trade shipping (“Rederistyret”),
securing the interest of the employees related
to the board. The committee meet prior to a
corresponding board meeting.
The present committee consists of seven
members, elected for a period of four years
from 2018. Five members were elected by
and among the employees and two were
appointed by the management. Each
employee representative has a personal
deputy, and the management representatives
have a joint deputy. One of the management
representatives is the group CEO.
During 2018, the committee held three
meetings.
Executive management instructions
The duties, responsibilities and authority
of the group CEO follows instructions made
by the board and the Norwegian Public
Companies Act. The instructions made by the
board also include authorities given to other
executive employees.
The executive management of the Wilhelmsen
group includes a group management team and
the board and management of subsidiaries.
Members of the group management team
chairs or sits on the board of main subsidiaries
and companies where Wilhelmsen has
material ownership interests and/or a
shareholder agreement which defines board
composition. Management of subsidiaries are
based on the Wilhelmsen group policies and
governance principles.
Deviations from the Code of Practice: The full
board serves as audit committee.
10. Risk management and internal control
The board believes that the company’s
internal control and risk management are
sound and appropriate given the extent and
nature of the company’s activities. The system
contributes to sound control characterised by
integrity and ethical attitudes throughout the
organisation.
Governing documents, the code of conduct,
policies, policy descriptions and procedures
are documented and electronically available
to the company’s employees through the
company’s global integrated management
system. Various internal control activities
give management assurance that the internal
control of financial systems, group policies
and subsidiary boards are working adequately
and according to management’s expectations.
The group has a global whistleblowing system
including procedures and channels for giving
notice to the company about potential non-
compliance. The whistleblowing channel is
available for internal and external parties.
The board reviews the company’s risk matrix
on a quarterly basis and the internal control
arrangements at least once a year.
Financial reporting
Financial reporting is covered by the
company’s policies, policy descriptions, and
procedures. Financial statements are prepared
monthly, and Wilhelmsen reports to the
market on a quarterly basis.
The board performs an internal financial audit
review prior to the release of quarterly results,
and when otherwise deemed required.
Deviations from the Code of Practice: None
11. Remuneration of the board of directors
Remuneration of directors is determined
by the annual general meeting and is not
dependent upon the company’s results. The
fee reflects the responsibilities of the board,
its expertise, the amount of time devoted to
118
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2018 over bid for the company’s shares, the board
will undertake an evaluation of the proposed
bid terms and provide a recommendation as
to whether shareholders should or should not
accept the bid. The recommendation will state
whether the boards’ evaluation is unanimous
and the reasons for any dissent.
Deviations from the Code of Practice: None
15. Auditor
The auditor for Wilhelmsen is
PricewaterhouseCoopers AS.
The key features of the external audit plan
are reviewed by the board on an annual basis,
with the auditor being present if deemed
required.
The auditor is also invited to attend the
meeting where the board deal with the annual
accounts (preliminary and/or final accounts),
and at other occasions where the board so
requests.
Finally, the board has a yearly meeting
with the auditor without the presence of
management.
The board has established the principle that
use of the auditor for services other than audit
shall be limited.
The fee to external auditors, broken down by
statutory work, other assurance services, tax
services, and other assistance, is specified in
note 6 to the Wilhelmsen group accounts and
note 2 to the parent company accounts.
Deviations from the Code of Practice: None
its work and the complexity of the company’s
businesses. No director holds share options in
the company.
In 2018, none of the directors performed
assignments for the company other than
serving on the board of the company.
An overview of the directors’ remuneration
is specified in note 6 to Wilhelmsen group
accounts and note 2 to the parent company
accounts, of which the latter includes an
overview of shares in Wilhelmsen held by the
individual director.
Deviations from the Code of Practice: None
12. Remuneration of executive personnel
A statement on the remuneration for senior
executives is provided in note 16 to the
Wilhelmsen parent company accounts. An
advisory vote is to be held at the annual
general meeting concerning the statement.
The remuneration of senior executives
is further detailed in note 6 to the group
accounts and note 2 to the parent company
accounts.
Deviations from the Code of Practice: None
13. Information and communication
The board has established an investor
relations policy which is published on the
company’s website. The policy complies
with the Oslo Børs Code of Practice for IR
of 1 March 2017.
According to the policy, Wilhelmsen will
publish interim reports each quarter in
addition to half-year and annual reports.
In 2018, two of the quarterly reports were
covered through webcast presentations which
included a Q&A session.
The investor relations policy further states
that the main source of information about the
Wilhelmsen group is the Wilhelmsen website,
including financial information, governing
elements and company news.
Deviations from the Code of Practice: None
14. Takeovers
The board will handle any possible take-over
bid in accordance with Norwegian corporate
law. There are no defence mechanisms against
take-over bids in the Articles of association,
and the company has not implements any
measures to limit the opportunity to acquire
shares in the company. In the event of a take-
119
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2018 Group
mangement
team
From left:
Benedicte Teigen Gude
(SVP HR and communications)
Thomas Wilhelmsen
(group CEO)
Jan Eyvin Wang
(SVP Industrial investments)
Christian Berg
(group CFO)
120
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2018 121
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2018 Innovation
We need to pursue initiatives aimed at building and meeting our stakeholders’
ever-changing needs. The maritime industry finds itself amid a perfect storm of
economic stresses, regulatory changes and technological disruption. The changes
needed to meet the challenges will not come from what worked yesterday, but rather
from cleverly leveraging the potential of technology and digitalisation. We shape the
maritime industry.
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Corporate structure
As of 31 December 2018
WWH group*
Wilh. Wilhelmsen Holding ASA, Norway
Wallenius
Wilhelmsen ASA,
Norway 37.82%
Treasure ASA,
Norway
72.73%
Wilhelmsen Maritime
Services AS,
Norway
* See note 2, group accounts on page 42, for addition information
Holding and investments segment
Wilh. Wilhelmsen Holding ASA, Norway
Wilh. Wilhelmsen
Holding Invest AS,
Norway
WilService AS,
Norway
Wilhelmsen Accounting
Services AS,
Norway
Wilhelmsen GRC
Sdn.Bhd.
WilNor Governmental
Services AS,
Norway 51%
Wallenius Wilhelmsen
ASA 37.82%
Treasure ASA
72.73%
Wilh. Wilhelmsen
Holding Invest AS
Wilhelmsen
GRC Sdn.Bhd.
WilService AS,
Norway
Wilhelmsen
Accounting Services
AS, Norway
Den Norske
Amerikalinje AS
Hyundai Glovis Ltd
12.04%
Wilh. Wilhelmsen
Holding Invest
Malta Ltd
Raa LabsAS
50%
Massterly AS
50%
Denholm Port
Services Ltd.
40%
Dolittle AS
50%
Unless otherwise stated, the company is wholly-owned.
124
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2018 Supply services segment
Wilh. Wilhelmsen Holding ASA, Norway
WilNor Governmental
Services AS
51%
Wilh. Wilhelmsen
Holding Invest AS
NorSea Group AS
75.15%
For group company list sorted by business area see below list.
cont. Supply services segment
Company name
Norsea Group AS
Companies owned by NorSea Group AS
Country
Business office
Share
NorSea Group Property AS
NorSea Group Operations AS
NorSea Group DENMARK A/S
NorSea Group UK Ltd
NorSea Group Australia PTY Ltd
Wilnor Governmental Services AS
NSG Wind A/S
Norsea 123 Ltd.
Companies owned through subsidiaries
Vestbase AS
Vestbase Eiendom AS
Averøy Eiendom AS
Orvikan Eiendom AS
Stordbase AS
NorSea AS
Maritime Logistic Services AS
Viking Fighter AS
NorSea Eiendom Dusavik AS
NorSea Eiendom Tananger AS
NorSea Tananger 107 AS
Tananger Eiendom AS
Nsg Digital As
Øer Energy Ltd
Øer GMBH
Øer A/S
Øer BV
Norway
Norway
Denmark
Scotland
Australia
Norway
Denmark
Scotland
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Germany
Denmark
Netherland
Tananger
Tananger
Esbjerg
Aberdeen
Perth
Lysaker
Aarhus
Aberdeen
Kristiansund
Kristiansund
Kristiansund
Kristiansund
Stord
Stavanger
Stavanger
Tananger
Stavanger
Tananger
Tananger
Tananger
Stavanger
UK
Germany
Denmark
Netherland
100.00%
100.00%
100.00%
100.00%
100.00%
49.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
125
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2018 cont. Supply services segment
Company name
Country
Business office
Companies owned through subsidiaries
Polarbase Eiendom AS
Polarbase AS
Maritime Waste Management AS *
Norbase AS
Mid-Nor Yard Service AS ***
NSG Maritime AS
Westport AS
Dusavik Utvikling AS *****
Coast Center Base AS
SørSea AS
Polarlift AS
KS Coast Center Base
Risavika Havn AS **
Risavika Eiendom AS
Bring Logistics Polarbase AS
Eldøyane Næringspark AS
Risavika Havnering 14 AS
Strandparken Holding AS ***
Logiteam AS******
CCB Subsea AS*******
Hammerfest Næringsinvest AS
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Hammerfest
Hammerfest
Kristiansund
Harstad
Kristiansund
Stavanger
Tananger
Stavanger
Fjell
Tananger
Hammerfest
Fjell
Tananger
Tananger
Hammerfest
Stord
Stavanger
Hammerfest
Kokstad
Aagotnes
Hammerfest
Share
95.62%
94.96%
75.00%
75.00%
75.00%
73.00%
66.66%
50.10%
50.00%
50.00%
50.00%
49.75%
42.82%
42.00%
41.00%
37.91%
33.33%
33.07%
17.00%
17.00%
32.26%
* NorSea Group Operations AS owns 50% of Maritime Waste Management AS, remaining 50% is owned by Coast Center Base AS. NorSea Group Operations AS owns 50% of Coast Center Base AS.
Total direct and indirect NorSea Group AS owns 75% of Maritime Waste Management AS.
** NorSea Eiendom Tananger AS owns 34% of Risavika Havn AS. NorSea Eiendom Tananger AS owns 42% of Risavika Eiendom AS which owns 21% of Risavika Havn AS.
Total direct and indirect NorSea Group AS owns 42.82% of Risavika Havn AS.
*** Polarbase Eiendom AS owns 25% of Strandparken Holding AS. Polarbase Eiendom AS owns 32.26% of Hammerfest Næringsinvest AS.
Hammerfest Næringsinvest AS owns 25% of Strandparken Holding AS. Total direct and indirect NorSea Group AS owns 33.07% of Strandparken Holding AS.
**** Vestbase Eiendom AS owns 50% of Mid-Nor Yard Services AS, remaining 50% is owned by Coast Center Base AS. NorSea Group Operations owns 50% of Coast Center Base AS.
Total direct and indirect NorSea Group AS owns 75% of Mid-Nor Yard Services AS.
***** NSG own 40% of Dusavik Utvikling AS. K2 owns 60% of Dusavik Utvikling. NorSea Eiendom dusavik owns 16.83% of K2.
****** NSG Operation 17%, CCB 51%.
******* NSG Operation 17%, CCB 18%, Logiteam 51%.
Investments in subsidiaries and associates are measured according to cost method in the financial statements.
In the consolidated accounts associated companies are measured according to the equity method.
Maritime services segment
Wilhelmsen Maritime Services AS, Norway
Wilhelmsen
Ships Service
Wilhelmsen Ships
Service AS,
Norway
Wilhelmsen Ship
Management
Wilhelmsen Ship
Management
Holding Ltd, Hong Kong
For group company list sorted by business areas see below list.
Wilhelmsen Insurance Services AS
Business area
Legal entity
Unless otherwise stated, the company is wholly-owned.
126
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2018
cont. Maritime services segment
Company name
Wilhelmsen Maritime Services
Wilhelmsen Insurance Services AS
Wilhelmsen Ship Management
Wilhelmsen Ship Management Serviços Marítimos do Brasil Ltda
Wilhelmsen Marine Personnel d.o.o.
BWW LPG Limited
Barklav (Hong Kong) Limited
Wilhelmsen Marine Personnel (Hong Kong) Ltd
Wilhelmsen Ship Management Holding Limited
Wilhelmsen Ship Management Limited
WSM Global Services Limited
Wilhelmsen Ship Management (India) Private Limited
BWW LPG Sdn Bhd
Wilhelmsen Ship Management Sdn Bhd
Wilhelmsen Ship Management Services Sdn Bhd
Diana Wilhelmsen Management Limited
Unicorn Shipping Services Limited
Barber Moss Ship Management AS
Wilhelmsen Marine Personnel (Norway) AS
Wilhelmsen Ship Management (Norway) AS
OOPS (Panama) SA
Wilhelmsen-Smith Bell Manning Inc
Wilhelmsen Marine Personnel Sp z.o.o.
Wilhelmsen Ship Management Korea Ltd
Barklav SRL
Wilhelmsen Marine Personnel Novorossiysk Ltd
Wilhelmsen Ship Management Singapore Pte Ltd
Wilhelmsen Marine Personnel (Ukraine) Ltd
Wilhelmsen Ship Management UK Limited
Wilhelmsen Ship Management (USA) Inc
Wilhelmsen Ships Service
Wilhelmsen Ships Service Algeria SPA
Wilhelmsen Ships Service Argentina SA
New Wave Maritime Services Pty Ltd
Wilhelmsen Ships Service Pty Limited
WLB Shipping Pty Ltd
WWHI Property Australia Pty Ltd
Almoayed Wilhelmsen Ltd
Wilhelmsen Ships Service NV
Wilhelmsen Ships Service do Brasil Ltda
Wilhelmsen Ships Service Ltd
Wilhelmsen Ships Service Inc
Wilhelmsen Ships Service Agencia Maritima SA
Wilhelmsen Ships Service (Chile) S.A.
Wilhelmsen Huayang Ships Service (Beijing) Co Ltd
Wilhelmsen Huayang Ships Service (Shanghai) Co Ltd
Wilhelmsen Ships Service Co Ltd
Wilhelmsen Ships Service Colombia SAS
Wilhelmsen Ships Service Cote d'Ivoire SARL
Wilhelmsen Ships Service Cyprus Ltd
Wilhelmsen Ships Service A/S
Wilhelmsen Ships Service Ecuador SA
Barwil Arabia Shipping Agencies SAE
Barwil Egytrans Shipping Agencies SAE
Scan Arabia Shipping Agencies SAE
Wilhelmsen Ships Services LLC (Egypt)
Country
Norway
Brazil
Croatia
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
India
Malaysia
Malaysia
Malaysia
Marshall Islands
Mauritius
Norway
Norway
Norway
Panama
Philippines
Poland
Republic of Korea
Romania
Russia
Singapore
Ukraine
United Kingdom
United States
Algeria
Argentina
Australia
Australia
Australia
Australia
Bahrain
Belgium
Brazil
Bulgaria
Canada
Chile
Chile
China
China
China
Colombia
Cote d'Ivoire
Cyprus
Denmark
Ecuador
Egypt
Egypt
Egypt
Egypt
Ownership %
100.00%
100.00%
100.00%
49.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
49.00%
100.00%
100.00%
50.00%
79.00%
100.00%
100.00%
100.00%
100.00%
50.00% *
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
75.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
35.00%
70.00%
70.00%
100.00%
127
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2018 cont. Maritime services segment
Company name
Wilhelmsen Ships Service
Wilhelmsen Ships Service Oy Ab
Auxiliaire Maritime SAS
Wilhelmsen Ships Service France SAS
Barwil Georgia Ltd
Wilhelmsen Ships Service Georgia Ltd
Barwil Agencies GmbH
Wilhelmsen Ships Service GmbH
Wilhelmsen Ships Service (Gibraltar) Limited
Wiltrans (Gilbraltar) Limited
Barwil Hellas Ltd
Uniref SA
Wilhelmsen Ships Service Hellas SA
Wilhelmsen Ships Service Limited
Wilhelmsen Maritime Services Private Limited
Barwil For Maritime Services Co Ltd
Iraqi-Norwegian Company For Marine Navigation and Maritime Services Ltd
Wilhelmsen Ships Service SpA
Wilhelmsen Ships Service (Japan) Pte Ltd - Japan Branch
Wilhelmsen Ships Service Co Ltd
Wilhelmsen Ships Service Ltd
Alghanim Barwil Shipping Co-Kutayaba Yusuf Ahmed & Partners WLL
Wilhelmsen Ships Services Lebanon S.A.L.
Wilhelmsen Freight & Logistics Sdn Bhd
Wilhelmsen IT Services Sdn Bhd
Wilhelmsen Ships Service Holdings Sdn Bhd
Wilhelmsen Ships Service Malaysia Sdn Bhd
Wilhelmsen Ships Service Trading Sdn Bhd
WSS Global Business Services Sdn Bhd
Wilhelmsen Ships Service Malta Limited
Unitor de Mexico, SA de CV
Wilhelmsen Ships Service (Mozambique), Limitada
Wilhelmsen Ships Service (Myanmar) Limited
Wilhelmsen Ships Service BV
Unitor Ships Service NV Netherland Anthilles
Wilh. Wilhelmsen (New Zealand) Limited
Wilhelmsen Ships Service Limited
Barwil Agencies AS
Wilhelmsen Chemicals AS
Wilhelmsen IT Services AS
Wilhelmsen Ships Service AS
Wilhelmsen Towell Co LLC
Wilhelmsen Ships Service (Private) Limited
Barwil Agencies SA
Intertransport Air Logistics SA
Lowill SA
Scan Cargo Services SA
Transcanal Agency SA
Wilhelmsen Ships Service SA
Wilhelmsen-Smith Bell (Subic) Inc
Wilhelmsen-Smith Bell Shipping Inc
Wilhelmsen Ships Service Philippines Inc
Wilhelmsen Ships Service Polska Sp z.o.o.
Wilhelmsen Business Service Center sp. Z.o.o.
Argomar-Navegcao e Transportes SA
Wilhelmsen Ships Service Portugal, S.A
Perez Torres Portugal Lda
Wilhelmsen Ship Services Qatar Ltd
128
Country
Finland
France
France
Georgia
Georgia
Germany
Germany
Gibraltar
Gibraltar
Greece
Greece
Greece
Hong Kong
India
Iraq
Iraq
Italy
Japan
Japan
Kenya
Kuwait
Lebanon
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malta
Mexico
Mozambique
Myanmar
Netherlands
Netherlands Antilles
New Zealand
New Zealand
Norway
Norway
Norway
Norway
Oman
Pakistan
Panama
Panama
Panama
Panama
Panama
Panama
Philippines
Philippines
Philippines
Poland
Poland
Portugal
Portugal
Portugal
Qatar
Ownership %
100.00%
100.00%
100.00%
50.00%
50.00%
100.00%
100.00%
100.00%
100.00%
60.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
49.00%
49.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
60.00%
49.00% *
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
49.00% *
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2018 cont. Maritime services segment
Company name
Country
Ownership %
Wilhelmsen Ships Service
Wilhelmsen Hyopwoon Ships Service Ltd
Wilhelmsen Ship Services Co Ltd
Barwil Star Agencies SRL
Wilhelmsen Ships Service OOO
Limited Liability Company "Wilhelmsen Marine Products"
Binzagr Barwil Maritime Transport Co Ltd
Wilhelmsen Ships Service Senegal SUARL
Unitor Cylinder Pte Ltd
Wilhelmsen Ships Service (Japan) Pte Ltd
Wilhelmsen Ships Service (S) Pte Ltd
Wilhelmsen Global Husbandry Services Pte. Ltd.
Timm Slovakia s.r.o
Barwil (South Africa) Pty Ltd
Krew-Barwil (Pty) Ltd
Wilhelmsen Ships Services (Pty) Ltd
Wilhelmsen Ships Services South Africa (Pty) Ltd
Wilhelmsen Ships Service Canarias SA
Wilhelmsen Ships Service Spain SA
Wilhelmsen Meridian Navigation Ltd
Ocean Shipping Co. Ltd.
Alarbab For Shipping Co. Ltd
Wilhelmsen Ships Service AB
Wilhelmsen Ships Service Inc
Wilhelmsen Ship Services Ltd
Wilhelmsen Ships Service (Thailand) Ltd
Wilhelmsen Denizcilik Hizmetleri Ltd Sirketi
Wilhelmsen Lojistick Hizmetleri Ltd Sirketi
Wilhelmsen Ships Service Ukraine Ltd
Barwil Abu Dhabi Ruwais LLC
Barwil Dubai LLC
Wilhelmsen Ship Services LLC
Triangle Shipping Agencies LLC
Wilhelmsen Ships Service AS (Dubai Branch)
Wilhelmsen Maritime Services JAFZA
Wilhelmsen Ships Service (LLC)
Wilhelmsen Ships Service Limited
Wilhelmsen Ships Service Inc
Unitor Holding Inc.
Wilhelmsen Sunnytrans Co Ltd
International Shipping Co Ltd
* Additional profit share agreement
Republic of Korea
Republic of Korea
Romania
Russia
Russia
Saudi Arabia
Senegal
Singapore
Singapore
Singapore
Singapore
Slovakia
South Africa
South Africa
South Africa
South Africa
Spain
Spain
Sri Lanka
Sudan
Sudan
Sweden
Taiwan
Tanzania
Thailand
Turkey
Turkey
Ukraine
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Kingdom
United States
United States
Vietnam
Yemen
50.00%
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
49.00%
100.00%
70.00%
100.00%
100.00%
40.00%
80.00%
80.00%
100.00%
100.00%
100.00%
51.00%
100.00%
100.00%
100.00%
50.00%
50.00%
42.50%
50.00%
100.00%
100.00%
49.00% *
100.00%
100.00%
100.00%
50.00%
55.00%
129
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2018 wilhelmsen.com
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Wilh. Wilhelmsen Holding ASA
Phone: (+47) 67 58 40 00
Postal address:
PO Box 33, NO-1324
Lysaker, Norway
Visiting address:
Strandveien 20, NO-1366
Lysaker, Norway
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