Key figures –
consolidated
accounts
2017
2019
2016
2018
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)
Liquidy ratio (3)
Equity ratio (4)
YIELD
Return on equity (5)
850
149
78
144
130
114
871
78
36
(86)
(75)
(69)
793
198
176
253
(2)
(64)
930
116
94
151
251
201
2015
2014
3 173
3 693
398
165
48
57
54
566
381
273
292
241
2 638
2 467
2 637
3 781
655
612
636
914
3 566
1 120
3 687
1 152
2 082
2 017
2 188
583
533
601
2 492
1 533
2 206
1 660
2 329
1 693
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
3 293
3 079
3 273
4 695
4 686
4 839
USD mill
USD mill
%
%
98
255
1.2
63%
62
227
1.1
66%
70
268
1.4
67%
420
580
1.9
53%
258
638
1.7
47%
241
688
2.1
48%
6%
(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
2.46
3.24
(1.48)
1.68
(1.38)
4.26
4.34
2.51
1.16
8.55
5.20
12.18
Thousand
45 948
46 404
46 404
46 404
46 404
46 404
NOK
5.00
5.50
5.00
5.00
5.00
5.00
Definition
(1) Net cash flow from operating activities
(2) Cash, bank deposits and current 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 proportinate method.
** Figures for 2019 including leasing debt of USD 181 mill.
Highlights
for 2019
Positive
development in
operating result
Developing new
marine products
and services
Strong increase in
vessels on full
technical management
Net gain
on financial
assets
Share buy back and
dividend of NOK 5.00
per share
6%
shareholder
return
Content
10
12
16
18
19
21
24
25
26
27
28
29
29
38
40
40
40
41
42
43
44
50
1 – Group CEO’s statement
Despite black swans and market corrections,
our long-term ambition is unchanged
2 – 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
3 – Accounts and notes
Wilh. Wilhelmsen Holding ASA group
Income statement
Comprehensive income
Balance sheet
Cash flow statement
Equity
Accounting policies
Notes
92
94
94
94
95
96
97
114
4 – Accounts and notes parent company
Wilh. Wilhelmsen Holding ASA parent company
Income statement
Comprehensive income
Balance sheet
Cash flow statement
Notes
Statement on the remuneration for senior executives
116
Auditor’s report
121
Responsibility statement
124
126
5 – Corporate governance
Corporate governance report
134
138
138
139
140
6 – Corporate structure
Wilh. Wilhelmsen Holding group main structure
Holding and investments segment
Supply services segment
Maritime services segment
Enabling
sustainable
global trade
Back in 2005, we developed the Orcelle concept – a zero emissions
vessel. At the time, we said this could become a reality by 2025, which
quite frankly seemed very far away. It seemed far not just in time, but
in terms of both technology and the industry’s ability and willingness
to invest in the changes required. Orcelle was a drastic step in a
sustainable future, especially in 2005 terms. Fast forward to 2020
and not only is 2025 right on our doorstep, but so are the elements of
the vessel and the industry, which is ripe for change. For us, enabling
sustainable global trade is not just about managing what is right in front
of us, it’s also about shaping what could come next.
1
Group
CEO’s
statement
Group CEO’s statement
Despite black swans and
market corrections, our long-
term ambition is unchanged
We believe in the positive benefits global trade can have for
society – and we believe global trade will grow. At the same
time, continued economic growth and increased global
trade cannot happen at the expense of the environment
or our future generations’ needs. My ambition is for
the Wilhelmsen group to be at the forefront, enabling
sustainable global trade.
I don’t believe in any app or a technology that will
substantially reduce the need for, or replace, global
trade in the decades to come. We must therefore look
at how we can contribute to making global trade truly
sustainable through other means.
Long-term goals drive actions now
We support the Paris agreement and a net zero greenhouse
gas emission target for society. With expectations
and requirements set by governments, international
organisations, other players in our industry, employees
and not least our customers, we need to be able to step
up and play our part.
I don’t believe we will reach our ambitions by hoping for
the best. Change will require substantial investments,
dedication, and hard work. Through our offshore
wind investments, 3D printing, Massterly project with
autonomous ships, smart ropes, and zero emission
terminals to mention just a few examples, we have
shown that we are able to deliver sustainable products
and services here and now.
By 2030, I envision that we will have further developed
these solutions and that a substantial part of our group
portfolio will be related to safer, smarter and greener
offerings. With our expertise, resources, and ambitions
we have the best foundation to take the lead, or be active
in contributing to reaching many of the ambitious, global
targets set for the next decades. These include a 50%
reduction of greenhouse gas emissions from shipping as a
whole and a substantial increase in the use of renewable
energy. We also see ourselves continuing to play an active
role in reducing marine litter and pollution. And last, but
not least, we are well-positioned to contribute to search for
new potential in the unexplored areas of the ocean.
We will utilise technology, legal requirements, and changing
customer and supplier behaviour to ensure we continue
to deliver operational excellence to our customers. At the
same time, we need to accelerate the transformation of
our businesses to meet tomorrow’s expectations. We will
also continue to take advantage of our global presence and
network, competence, brand, and culture, and retain, attract
and develop the people necessary to take us into the future.
A global team effort
The UN Sustainable Development Goals help us to imagine
where we need to be heading and kick-start a healthy and
much needed discussion on the challenges we need to
begin to tackle, hurdles we need to overcome. The goals
also help us see and explore new business opportunities.
Our long-term strategy is securely aligned with the goals.
However, the challenges we are facing will not be solved
by any single person, company or government alone,
this requires a global effort. In addition to cross-company
collaboration within the group, I foresee a stronger
cooperation within the maritime industry and even
across industries to truly make a significant impact.
My commitment
We believe the potential for creating value in the ocean-based
industries will increase in the coming decades. That is why we
want the world to see the oceans and the sustainable players
in the ocean industry as part of the solution to tackle some
of our times biggest challenges. I am committed to ensuring
that we, together with our customers and business partners,
take our share of the responsibility. We already have 159 years
of experience in changing and adapting to requirements from
the society, our customers, and our employees. With the
current momentum from customers, employees, financial
institutions, shareholders and other industry players, I see
a stronger commitment than ever to explore and invest in
tomorrow’s solutions. Together we will enable sustainable
global trade and shape the maritime industry.
12
Wilh. Wilhelmsen Holding ASA Annual Report 2019
Group When I started writing this
statement, the COVID-19
outbreak was already present
in parts of the world. However,
I don’t think any of us could
have foreseen the seismic
impact the virus would have
on the world. Now, at the
beginning of April 2020, it is
impossible to predict what its
final and long-term effects
will be.
I have decided to still share
my original thoughts about the
future, but also recognise the
need to add one reflection.
The corona virus can be seen
as the ultimate ‘acid test’
for just how we want to do
business when things are
better and back to ‘normal’.
Who is – in spite of the current
situation – still committed to
contributing to the Sustainable
Development Goals and will
continue to walk the talk?
Time will tell.
Despite the consequences of
COVID-19, we have a long-
term outlook. We will do what
we can to get through with
as limited an impact on our
employees, customers, and
shareholders as possible. Our
and my commitment is still to
shape the maritime industry
and enable sustainable global
trade.
Stay safe.
Thomas Wilhelmsen, group CEO
The
decarbonisation
of shipping
By 2050, the International Maritime Organization’s (IMO) future emissions
strategy calls for a reduction in total greenhouse gas (GHG) emissions by at
least 50%, compared with 2008 – while simultaneously pursuing efforts to
eliminate them entirely. The decarbonisation challenge for shipping is disruptive
and transformational. It will require massive investments and will affect every
part of the industry and value chain. We have a proactive approach, seeking
out opportunities for new ventures and partnering with other serious actors
to develop and advance new technologies and energy solutions. In addition to
enabling modal shifts from road to sea and exploring opportunities linked to
autonomous shipping, we are accelerating digitalization, connectivity and
energy efficiency for the maritime industry.
2
Directors’
report
Directors’ report
for 2019
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 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, and related infrastructure through
active ownership.
The markets in which Wilhelmsen operates had
mixed development in 2019. Global trade faced
headwind, effected by geopolitical tension and
the need to adjust to a more sustainable future.
While reduced volumes hit car carriers and
other operators, the general shipping market
improved on the back of a tighter tonnage
situation. Environmental related measures
such as IMO 2020 created both operational
challenges and new business opportunities.
The maritime services subsidiaries deliver
value creating solutions to the global
merchant fleet, focusing on marine products,
ships agency and ship management. In 2019,
further progress was made on spare parts 3D
printing, cargo hold cleaning chemicals, rope
technology, and vessel performance systems.
The gradual improvement in underlying
operating margin continued in 2019,
supported by an increase in sale of marine
products and in vessels on full technical
management.
For supply services, the offshore oil and gas
industry remains the largest customer base,
but with a gradual shift into other areas
such as governmental services and offshore
wind. In 2019, further expansion was made
in offshore wind and a pilot was initiated to
develop liquid hydrogen supply chain for
maritime applications in Norway. Underlying
operating profit was some down for the year.
In this market environment, the Wilhelmsen
operating companies continued to do what
they do best: delivering premium services and
new sustainable solutions to its customers,
while at the same time tightly managing the
cost base. This resulted in an improved
operating profit for the year, both in reported
figures and when adjusting for non-recurring
items.
The group’s investment activities, including
ownership in Wallenius Wilhelmsen ASA,
Hyundai Glovis and Qube, made a strong
contribution to the group’s results in 2019.
While the uplift in share price for the two
largest investments was modest, cash flow
improved strongly through introduction of
dividend in Wallenius Wilhelmsen and a solid
gain from sale of some of the Qube shares.
Highlights
for 2019
• Drive to enable sustainable
global trade
• Positive development
in operating result
• Net gain on financial asset
• Developing new marine
products and services
• Strong increase in
vessels on full technical
management
• Share-buy back
• Paid dividend of
NOK 5.00 per share
• 6% shareholder return
18
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 The Wilhelmsen group maintains a strong
equity base. In 2019, total equity was up 3%
and equity to holders of parent reached
USD 1 880 million. A strong cash flow from
operation and an increase in financial assets
value supported a total USD 56 million pay-
out to Wilhelmsen shareholders in form of
dividend and buy-back of shares. Total assets
were up 7% for the year partly due to IFRS 16
accounting, reducing the group equity ratio
to a still strong 63%.
Liquidity also remains strong. Cash and
cash equivalents totalled USD 153 million by
end of 2019, increasing to USD 930 million
if including financial investments. The debt
repayment profile for the group remains
healthy.
Wilhelmsen’s goal is to provide shareholders
with a high return over time through a
combination of rising value for the company’s
shares and payment of dividend. The objective
is to have consistent yearly dividend paid
twice annually.
The long-term incentive plan for the
executive management is based on a positive
development in the group’s value adjusted
equity above set thresholds. This aligns the
long-term interests of shareholders and
management. The same measures have
also been introduced as part of the short-
term incentive plan for holding company
employees.
After a fall in 2018, the WWI/WWIB share price
recovered some lost ground in 2019. Total
return (including dividends reinvested on
ex-dates) was 5.8% for the WWI share and 7.2%
for the WWIB share, trailing the 16.5% increase
in the Oslo Børs Benchmark index (source
Oslo Børs Exchange Annual statistics).
A total dividend of NOK 5.00 per share was
paid in 2019. A first dividend of NOK 2.50 was
paid in May, followed by a second dividend of
NOK 2.50 paid in November. This represented
a dividend yield of 3.1% based on the average
WWI/WWIB share price by the end of 2018.
2019 was the year when the global maritime
industry fully embraced the challenges faced
by a changing climate. Wilhelmsen has for
years been in the front of this development,
with present projects including energy
efficient vessel design and operation, and
modal shift from land to shipping.
The board believes sound corporate
governance is the foundation for profitable
growth and a healthy company culture. Good
governance contributes to reduced risk and
creates 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 2019, employee engagement,
ethics and anti-corruption, health and safety,
responsible procurement, cyber security and
data protection, climate risk, and partnerships
for sustainable innovations received particular
attentions.
Financial results
Income statement
Wilhelmsen group
(USD mill)
Total income
– of wich operating revenue
– of wich gain/on sale of assets
EBITDA
EBITDA adjusted for IFRS 16
Operating profit/EBIT
Share of profit from associates
Change in fair value financial assets
Other financial income/(expenses)
Profit/(loss) before tax/EBT
Tax income/(expenses)
Profit/(loss) for the period
Profit/(loss) to owners of the parent
2019
2018
850
836
14
149
112
78
49
34
(17)
144
(15)
130
114
871
867
4
78
78
36
36
(116)
(41)
(86)
12
(75)
(69)
EPS (USD)
2.46
(1.48)
Other comprehensive income
Total comprehensive income
Tot. comprehensive income owners of parent
(3)
127
111
(53)
(128)
(119)
Total assets
Equity parent
Total equity
Equity ratio
3 293
1 880
2 082
3 079
1 821
2 017
63% 66%
Total income for Wilhelmsen was USD
850 million in 2019, down 2% from 2018. The
reduction was due to lower operating revenue
from supply services, partly offset by higher
income from maritime services.
EBITDA
(USD mill)
Reported
1H’18 M&A cost related to Drew
Q1’19 sales gain Maritime services1
Total material non-recurring items
Adjusted
IFRS 16 effect
2019
2018
149
78
(27)
(27)
6
6
143
105
37
Adjust including IFRS 16 effect
106
105
1) Sale of property is a core activity for supply services, with any
gain/loss not adjusted for.
19
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019
Group EBITDA came in at USD 149 million
for the year, up 91%. Adjusting for non-
recurring items and IFRS 16, EBITDA was
stable. Adjusted EBITDA was up for maritime
services, offsetting a reduction for supply
services and holding and investments.
Share of profit from associates was USD
49 million for the year. Of this, Wallenius
Wilhelmsen ASA contributed with USD
39 million, up 66% from last year.
Change in fair value financial assets was
positive with USD 34 million for the year.
An uplift in value of the investments in
Hyundai Glovis and Qube was partly offset
by a full write down of the Survitec
investment in the second quarter.
Other financials were a net expense of USD
17 million in 2019. A gain on current financial
investments and dividend income contributed
positively but was more than offset by
interest expenses and a net loss on financial
instruments and currencies.
Tax was included with an expense of USD
15 million, mainly related to maritime
services.
Net profit after tax and minority interests was
USD 114 million in 2019 compared with a USD
69 million net loss in 2018.
Other comprehensive income for the year
was a loss of USD 3 million, compared with
a loss of USD 53 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 2019 was
USD 127 million, of which USD 111 million
was attributable to owners of the parent. The
corresponding figures for 2018 was a loss of
USD 128 million and a loss of USD 119 million
respectively.
operating cash flow remained below EBITDA
level partly due to an increase in working
capital and inventory.
Cash flow
(USD mill)
2019
2018
Cash and cash equivalents 1.1
140
167
From operating activities
Maritime services
Supply services
Other operating
98
83
32
(17)
62
21
44
(3)
From investing activities
81
40
From financing activities
Dividend and share buy back parent
Net debt
Other financing
Net cash flow
(165)
(56)
(68)
(42)
(128)
(31)
(59)
(39)
14
(26)
Cash and cash equivalents 31.12
153
140
Cash flow from investing activities was
positive with USD 81 million for the year.
Dividend from joint ventures and associates
and net proceeds from sale of financial
investments continued to exceed net
investment in fixed assets.
Cash flow from financing activities was
negative with USD 165 million in 2019. Net
debt repayment counted for the largest share
of net cash outflow, followed by share buy
backs and dividend to shareholders, and
ordinary interest payments.
Liquid assets
(USD mill)
Cash and cash equivalents
of which maritime services
of which Supply services
of which holding and investments
Current financial investments
Financial assets to fair value
Total
2019
2018
153
116
7
31
102
675
140
110
12
18
88
650
930
877
Cash flow, liquidity and debt
The group had cash and cash equivalents of
USD 153 million by the end 2019, up from USD
140 million by the end of 2018.
The net increase in cash and cash equivalents
of USD 14 million for the year followed a
strong contribution from operating and
investing activities partly offset by financing
activities.
Cash flow from operating activities was
positive with USD 98 million in 2019, up
from USD 62 million the previous year. The
By the end of 2019, the group had liquid
financial assets of USD 930 million. In
addition to cash, this included current
financial investments and non-current
financial assets reported as financial assets
to fair value.
The parent company carries out active
financial asset management of part of the
group’s liquidity. The current financial
investment portfolio includes listed equities
and investment grade bonds. The value of the
portfolio amounted to USD 102 million at the
20
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 Maritime
services
• Ships service
• Ship management
• Insurance services
end of 2019, up from USD 88 million one year
earlier.
by increased sale of marine products in the
second half, a steady growth of new vessels
on management, and a strong USD.
The group’s investments classified as financial
assets to fair value had a combined value
of USD 675 million by the end of the year,
up from USD 650 million at the end of 2018.
The largest investments were the ~12%
shareholding in Hyundai Glovis (held through
Treasure ASA) and the ~2.5% shareholding in
Qube. The ~20% shareholding in Survitec was
valued at nil by the end of the year.
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 mill)
Maritime services
Supply services
Holding and investments
Elimination
Total
Leasing debt
Total excluding leasing debt
2019
2018
247
401
48
(21)
675
181
494
197
330
23
(17)
533
533
As of 31 December 2019, the group’s total
interest-bearing debt was USD 675 million,
compared with USD 533 million by end 2018.
The increase followed reporting of leasing
debt as interest bearing debt from 1 January
2019 in accordance with IFRS 16. When
excluding leasing debt, interest bearing debt
was down in 2019.
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.
Maritime services
The maritime services segment includes ships
service, ship management and other maritime
services activities.
Total income for maritime services was USD
591 million in 2019, up from USD 582 million
in 2018.
EBITDA for the year was USD 103 million,
up from USD 42 million. When adjusting
for material non-recurring items and IFRS
16, EBITDA was up 23% for the year. The
underlying improvement was supported
The maritime services EBITDA margin was
17.4% in 2019. When adjusting for a sales gain,
the EBITDA margin was 16.6%.
Maritime services
(USD mill)
Total income
– Ships services
– Ship management
– Other/eliminations
EBITDA
– EBITDA margin (%)
EBITDA adjusted for IFRS 16
– Adjusted EBITDA margin (%)
Operating profit/EBIT
– EBIT margin (%)
Share of profit from associates
Change in fair value financial assets
Other financial incom/(expenses)
Tax income/(expense)
Profit/(loss)
– Profit margin (%)
– Non controlling interest
Operating profit/EBIT
2019
2018
591
534
56
0
103
17%
90
15%
73
12%
4
(27)
(24)
(12)
15
3%
1
14
582
540
41
0
42
7%
42
7%
26
4%
4
(61)
(37)
13
(55)
9%
2
(56)
Share of profit from associates was stable at
USD 4 million.
Change in fair value financial assets was a
loss of USD 27 million in 2019, which followed
a loss of USD 61 million in 2018. The losses
for both years related to the investment in
Survitec Group, which was valued at nil by the
end of 2019.
Other financial income/expenses for maritime
services amounted to an expense of USD
24 million, compared with an expense of USD
37 million in 2018. The improvement followed
reduced losses on currency and financial
instruments, included with an expense of
USD 7 million in 2019 compared with an
expense of USD 23 million the previous year.
Tax was an expense of USD 12 million in
2019, compared with an income of USD 13
million the previous year. Tax in 2019 was up
partly due to withholding tax and a negative
adjustment in tax accruals, while tax in 2018
benefitted from a positive adjustment in
deferred tax assets.
Net result after tax and non-controlling
interests was a profit of USD 14 million in 2019
compared with a loss of USD 56 million in the
previous year.
21
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 Supply
services
• NorSea Group
(owned ~75.2%)
• WilNor Governmental
Services
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.
Supply services
(USD mill)
Total income
– NorSea Group
– Other/eliminations
EBITDA
– EBITDA margin (%)
2019
2018
255
251
4
59
23%
41
16%
22
9%
6
(19)
(3)
5
2%
1
4
285
275
11
51
18%
51
18%
25
9%
9
(15)
(4)
15
5%
4
11
EBITDA adjusted for IFRS 16
– Adjusted EBITDA margin (%)
Operating profit/EBIT
– EBIT margin (%)
Share of profit from associates
Other financial incom/(expenses)
Tax income/(expense)
Profit/(loss)
– Profit margin (%)
– Non controlling interest
Profit/(loss) to owners of the parent
Share of profit from associates was USD
6 million, down from USD 9 million.
Net financial items were an expense of
USD 19 million, and tax was an expense of
USD 4 million in 2019.
Net profit after minority interests was
USD 4 million for the year, down from USD
11 million in 2018.
NorSea Group AS
NorSea Group provides supply bases and
integrated logistics solution to the offshore
industry. Wilhelmsen owns ~75,2% of NorSea
Group.
Total income for NorSea Group was USD
251 million in 2019, a 9% reduction from the
previous year mainly due to a depreciation of
NOK versus USD. Income from offshore supply
base activities was up, while income from
project related activities was down.
EBITDA was up for the year, but down if
adjusting for IFRS 16.
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 4 million in 2019, down
from USD 11 million in the previous year
which included activities related to the
NATO exercise Trident Juncture 2018.
EBITDA was down for the year.
Total income from ships service was USD
534 million in 2019, down 1% from the previous
year. Income from marine products increased,
offsetting a reduction in non-marine income.
Income from agency services was stable.
EBITDA was up for the year, also when
adjusting for IFRS 16.
Ship management
Wilhelmsen Ship Management provides full
technical management, crewing and related
services for all major vessel types, and includes
50% of NorSea Wind. Ship management is
fully owned by Wilhelmsen.
Total income for ship management was USD
56 million in 2019, up 37%. Excluding sales
gains, income was up 22%. The increase in
income followed a steady growth in vessels
on full technical management and upstart of
new offshore wind activities.
EBITDA was up for the year, also when
excluding sales gains and adjusting for IFRS 16.
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 2019, up 2% 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.
Total income for supply services was USD 255
million in 2019. This was down from 285 million
in 2018 which included services provided for
the NATO exercise Trident Juncture.
EBITDA came in at USD 59 million, up from
USD 51 million. When adjusting for IFRS 16,
EBITDA was down 19%. Contribution from
offshore supply base activities improved,
while new offshore wind activities had a
negative impact on results.
22
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 Holding and investments
The holding and investments segment include
investments in Wallenius Wilhelmsen ASA
and Treasure ASA, financial assets, and other
holding and investments activities.
Holding and investments
(USD mill)
Total income
– Operating revenue
– Gain on sale of assets
EBITDA
EBITDA adjusted for IFRS 16
Operating profit/EBIT
Share of profit from associates
– Wallenius Wilhelmsen ASA
– Other/eliminations
Change in fair value financial assets
– Hyundai Glovis
– Qube Holdings/other financial assets
Other financial income/(expenses)
– Investment management (Holding)
– Hyundai Glovis
– Qube Holdings/other financial assets
– Other financial income
Tax income/(expense)
Profit/(loss) for the period
– Non controlling interest
Profit/(loss) to owners of the parent
2019
2018
11
11
0
(12)
(18)
(17)
39
39
0
61
37
24
26
12
13
3
(1)
1
109
13
96
11
11
0
(14)
(14)
(15)
23
23
(1)
(56)
(53)
(3)
10
(6)
12
5
(1)
3
(35)
(12)
(23)
Total income for the holding and investments
segment was USD 11 million in 2019, on par
with the previous year.
EBITDA was a loss of USD 12 million,
compared with a loss of USD 14 million in
2018. Adjusting for IFRS 16, EBITDA was
down.
Share of profit from associates was USD
39 million for the year, up from USD
23 million. This mainly related to the 37.8%
ownership in Wallenius Wilhelmsen ASA.
Change in fair value financial assets was a
gain of USD 61 million in 2019, mainly related
to the shareholdings in Hyundai Glovis and
Qube. This compares with a net loss of USD
56 million in 2018.
Net financials were an income of USD
26 million, up from USD 10 million. The
improvement followed a gain on investment
management versus a previous year loss,
while dividend income was fairly stable.
Net profit/(loss) after tax and minorities was a
profit of USD 96 million compared with a loss
of USD 23 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 Oslo Børs. Wilhelmsen owns ~37,8% of the
company, which is reported as associate in
Wilhelmsen’s accounts.
Total income for Wallenius Wilhelmsen ASA
was USD 3 909 million in 2019, a 4% reduction.
Income was down for both the ocean and
landbased segments. Ocean income was down
driven by 6% lower volumes, but positively
impacted by higher net freight per CBM and
increased fuel compensation. Landbased
income was down 1%.
EBITDA ended at USD 805 million in 2019.
Adjusted for IFRS 16, EBITDA was USD
639 million, up from USD 601 million in
2018. The results were positively impacted
by the performance improvement initiatives
within the ocean segment leading to more
efficient operations. Underlying results in the
landbased segment were down compared to
2018, driven by higher costs.
Wilhelmsen’s share of profit from Wallenius
Wilhelmsen ASA was USD 39 million in 2019,
up from USD 23 million in 2018.
The Wallenius Wilhelmsen ASA share price
was down 26.5% in 2019, closing at NOK
21.82. As of 31 December 2019, the market
value of Wilhelmsen’s investment was USD
398 million, while the book value of the
shareholding was USD 864 million.
Wallenius Wilhelmsen ASA paid USD 0.12 per
share in dividends in 2019, with Wilhelmsen
receiving USD 19 million.
Treasure ASA
Treasure ASA holds a 12.04% ownership interest
in Hyundai Glovis and is listed on Oslo Børs.
Wilhelmsen owns ~73,5% of Treasure ASA.
Treasure ASA’s main source of income is
the dividend received from Hyundai Glovis.
This is reported as financial income in
Wilhelmsen’s accounts. Dividend received
in 2019 was USD 13 million, in line with the
previous year.
The value of Treasure ASA’s investment in
Hyundai Glovis was USD 560 million by the
end of 2019, up from USD 523 million by the
end of the previous year. The USD 37 million
increase in value in 2019 was accounted for as
change in fair value financial assets. In 2018,
the value was down with USD 53 million.
Holding and
investments
• Wallenius Wilhelmsen ASA
(owned ~37.8%)
• Treasure ASA
(owned ~73.5%)
• Financial assets
23
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 The Treasure ASA share price was up 17.7%
for the year, closing at NOK 13.65. As of
31 December 2019, the market value of
Wilhelmsen’s shareholding in Treasure ASA
was USD 249 million.
In 2019, Treasure ASA paid total dividend
of NOK 0.30 per share. This was unchanged
from the previous year. Total cash proceeds to
Wilhelmsen was USD 6 million.
During the third quarter, Treasure ASA bought
0.465 million own shares in the market at NOK
13.50 per share. Wilhelmsen maintained a
holding of 160 million shares in Treasure ASA.
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 102 million by the end of the year,
compared with USD 88 million one year earlier.
The portfolio primarily included listed equities
and investment-grade bonds. Net income from
investment management was a gain of USD
12 million in 2019, compared with a loss of
USD 6 million in 2018.
Change in fair value of the shareholdings in
Qube Holdings Ltd and other non-current
financial assets was a gain of USD 13 million in
2019, compared with a gain of USD 12 million
in 2018. Other financial income from the
investments were USD 3 million, down from
USD 5 million. Financial assets to fair value
reported under the holding and investments
segment was USD 109 million at the end of
2019 (excluding shareholding in Hyundai
Glovis), up from USD 100 million one year
earlier. During the year, Wilhelmsen reduced
its shareholding in Qube from 50 million to
40 million shares.
Other holding and investments activities
Holding/other activities include general
holding activities and certain non-financial
investments, including Raa Labs AS (100%
owned), Massterly AS (50%) and Dolittle AS
(46%).
Net cost of other holding and investment
activities remained stable. In 2019, Wilhelmsen
increased the ownership in RaaLabs from 50%
to 100%.
companies and investments exposed to the
global economy and world merchandised
trade.
From an operating perspective, ships service
and ship management (both maritime
services) and NorSea Group (supply services)
are the most significant activities and
exposures.
From an investment perspective, Wallenius
Wilhelmsen ASA and Hyundai Glovis are the
most significant exposures.
The changes in the Wilhelmsen group
undertaken during recent years has created
a more balanced portfolio.
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 monitoring
process based on identification of risks for
each business unit, and with a group risk
matrix 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. Due to measures implemented to
contain spread of covid-19, global economic
development is presently very uncertain.
Maritime services’ exposure is to the general
shipping market. In 2019, the shipping market
improved from previous low levels, but
differences in sentiment between the various
market segments remains. Slower trade, low
newbuild orderbooks and new environmental
regulations will continue to impact the
shipping market over the next years. Short
term, measures to contain covid-19 will have
a significant impact on several shipping
segments.
Risk review
The Wilhelmsen group consists of operating
Supply services’ exposure is mainly to the
Norwegian offshore sector, and indirectly
24
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 towards the global oil and gas market. After
a downturn in 2016/17, the market sentiment
gradually improved until recent turmoils.
Investment exposure is skewed towards
the global automotive and high and heavy
markets, through the investment in Wallenius
Wilhelmsen ASA and, indirectly, Hyundai
Glovis. During 2019, global automotive sales
stalled, and market uncertainty increased. The
automotive industry is sensitive to present
disruptions to the global supply chain. 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.
autumn. After a fall back, the USD has again
strengthened in the first quarter of 2020.
In 2019, the oil price continued to fluctuate
mainly within a USD 55-75 band, ending close
to where it started. During the first quarter of
2020, the oil price has fallen significantly.
Interest rates remains at historic low levels
in most markets, and with rate movements in
US and certain other markets shifting from
upwards to downwards during 2019. Further
reduction has taken place in 2020.
The global equity market had a strong
performance in 2019, supported by low interest
rates. The start of 2020 has seen a reversal with
a sharp fall in global market values.
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.
The group’s exposure to and management of
financial risk are further described in Note
19 to the 2019 group accounts. This includes
foreign exchange rate risk, interest rate risk,
investment portfolio risk, credit risk and
liquidity risk.
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, a cyber attack or other
disruption of IT systems, a pandemic, 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. In 2019, activity
within the offshore wind sector has increased.
The group has established a range of measures
in order to avoid and, potentially, mitigate the
consequences of operational risk incidents. In
2019, cyber risk has received special attention.
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, as well as
credit risk and liquidity risk.
In the currency markets, the USD continued
to strengthen against among others EUR
and NOK in 2019, reaching a peak during the
All group companies were compliant with their
loan covenant requirements in 2019.
Climate risk
In 2019, a mapping has been initiated of
climate risk management within main group
operating companies and for the holding
company. The mapping is made in accordance
with the recommendations of the Task force on
Climate-related Financial Disclosures (TCFD).
The initial findings are that climate risk is not
systematically managed, and that future cost
may be underestimated.
The work to identify, measure and manage
climate risk will continue.
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.
Exposure hours
In 2019, there were around 38.8 million
exposure hours (work hours) in the group.
Vessel based operations accounted for 77% of
total exposure hours and onshore operations
accounted for 23%.
25
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 Sickness absence and occupational disease
The group has a variety of ongoing 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 1.68%, in line with previous
year. There were no occupational disease
cases recorded in 2019.
Turnover
The turnover rate for employees in the parent
company and fully owned subsidiaries was
12.71% in 2019, in line with previous years. The
turnover rate varies from segment to segment.
Lost time injuries and total recordable cases
There were zero work related fatalities in 2019.
For vessel-based operations, several safety
campaigns aimed at creating safer and
healthier working conditions on board the
vessels continued during the year. Mental
health wellbeing was one of the campaigns
focusing on stress, sleep and overall
psychological health of the seafarers.
In 2019, the lost-time injury frequency (LTIF)
rate was 0.32, within the target not to exceed
0.50. The total recordable case frequency
(TRCF) rate was 1.46 within the target not to
exceed 2.60. The LTIF rate target for 2020 is
not to exceed 0.50 and the TRCF rate is not to
exceed 2.80.
For onshore operations, there was a continued
focus on developing knowledge and
understanding of the importance of personal
safety and risk assessment. Management
visibility, Take5 program, audits, safety
talks and active safety delegates have been
important actions to follow up employees
most exposed to hazardous risk. The focus
will continue in 2020 on risk assessment,
increasing the number of auditors and audits,
site assessment programs, and supplier audits.
The LTIF rate onshore was 0.18 in 2019, within
target not to exceed 0.5. The TRCF rate result
of 0.33 was within target not to exceed 1.0.
Both targets will remain in place for 2020.
Near miss incidents and safety observations
Safety observation reporting on vessel
operations remains consistent with 9 782
observations reported for the year compared
to 9126 in 2018.
Safety observation and risk assessment
reporting onshore improved in 2019,
mainly due to recording of the Take5 safety
assessments conducted by Ships Agency
employees. 5 414 observations were reported
versus 3 597 in 2018.
All reported near misses were investigated to
avoid similar incidents in the future, improve
necessary training and awareness measures,
and improve control measures.
Sharing of safety moments and lessons
learned was increased. Reporting and
utilization 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. This cooperation gives
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 considers
general business, financial and governance
issues of importance to the company and the
workforce. In 2019, both committees held
official meetings according to plan.
Organisation and people development
Workforce
The group’s head office is in Norway, and
the group has 241 offices in 62 countries
within its controlled structure. The group
employed 10 230 seafarers and 4835 land-
based employees at the end of 2019.
Equal opportunities
Wilhelmsen has a clear policy stating
that employees 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.
All reported incidents were investigated to
avoid similar incidents in the future, improve
necessary training and awareness measures.
Females represent 35% of the land-based
work force, 25% of senior management
positions, and 1% of the seafarer work force.
26
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 One of the four members of the company’s
group management is female and during
2019, two of the five directors on the board of
directors of Wilhelmsen were female.
Driving performance
Wilhelmsen strives to create a performance
culture where engaged employees deliver
desired results and are rewarded accordingly.
Employee performance and engagement
is measured through annual surveys,
performance appraisals and annual activity
plans.
In the fourth quarter of 2019, 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.
Whilst the results point to consistent and
positive high engagement, there is always
room for improvement. Senior management
and individual managers in all locations were
required to conduct follow up discussions
with their teams. Where results were less than
the expected benchmark, managers were
required to implement specific actions to
improve results.
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
regulations and competition into account, as
well as the responsibility and complexity of
the position.
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 statement on the remuneration 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.
In 2019, emphasis was placed on continuous
learning through on-the-job experiences,
tasks and problem solving (70%); feedback,
coaching (formal and informal) and networks
(20%); and formal classroom courses,
e-learning, seminars, videos etc. (10%).
Personal development plans are integrated in
the performance appraisal and review process.
In 2019, the average hours of formal training
recorded per employee was 8 hours.
Developing leaders for the future
To meet challenging and changing
environments, Wilhelmsen is dependent
on highly qualified leaders.
In 2019, eight females and 21 males, from nine
different nationalities participated in a three
module Leadership Potential programme held
in Oslo and Bangkok. The programme focused
on design thinking methodology, leadership
toolboxes, and an agile mindset.
Whistle blowing and anti-corruption
In 2019, we had 19 whistles regarding
allegations of fraud/corruption, pollution/
environmental, health and safety and more
HR related matters. Almost half of the
whistles originated from an anonymous
source. All reports being forwarded through
our whistleblowing channel are investigated
and followed up according to our internal
guidelines. A thorough investigation was
conducted during the year on an alleged
major internal fraud/corruption case that was
reported through the whistleblowing channel.
This resulted in proceedings being initiated
against two employees and funds being
retrieved.
At year end, we have two whistles that are
pending a conclusion. We will continue to
make employees aware of the whistleblowing
opportunity, should they see or experience
behaviour that is not in line with our policies
and expectations. Our business standards and
compliance training include the areas of anti-
corruption, theft and fraud, whistleblowing,
competition law and personal data protection.
Corporate governance
The board believes sound corporate
governance is a foundation for profitable
growth and that it provides a healthy company
culture. A good governance contributes to
reducing risk and creating long-term value for
shareholders and other stakeholders.
Wilhelmsen observes the Norwegian Code
of Practice for corporate governance, in
27
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 addition to requirements as specified in the
Norwegian Public Companies Act and the
Norwegian Accounting Act. The board’s
corporate governance report for 2019 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 29 April 2020.
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 environmental
responsibility.
UN Global Compact (UNGC) engagement
Wilhelmsen works actively within the
UNGC Sustainable ocean business action
platform to partner with other serious actors
in contributing to the achievement of the
Sustainable Development Goals. In 2019, the
action platform delivered a report on ocean
opportunities describing five tipping points
for ocean health and productivity; a set of
sustainable ocean principles; and started
work on a governance framework report
due for release 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 environmental, social and
governance (ESG) factors.
Materiality assessment
The company conducted an extensive
materiality assessment in 2018 to ensure
attention is on material aspects 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
• Cyber security and data protection
These aspects are addressed in the
sustainability report. The full report is
available on www.wilhelmsen.com and will
be reviewed by the annual general meeting
on 29 April 2020.
Focus areas and achievements in 2019
In 2019, the following areas received particular
attention:
• Employee engagement
• Ethics and anti-corruption
• Health and safety
• Responsible procurement
• Cyber security and data protection
• Climate risk
• Partnerships for sustainable innovations
The company’s achievements included:
• Positive and consistent employee
engagement score
• Obtained TRACE certification in eight new
countries (31 in total since 2016)
• Improved H&S risk assessments in the
Take5 program
• Increased sustainability criteria in supplier
assessments and requirements
• Increased cyber security detection and
response capabilities
• Completed an initial climate risk
management assessment
• Established partnership in liquid hydrogen
supply chain project
Focus areas for 2020
The company will continue to focus its efforts
on high materiality areas:
• Ethics and anti-corruption
• Health and safety
• Responsible procurement:
• Cyber security
In addition, the company will intensify focus
on strategic areas of:
• Decarbonisation of shipping and
maritime services
• Renewable energy transition
• Reducing marine litter and pollution
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 2019, Wilhelmsen was engaged in
dialogues with governments, investors,
non-governmental organisations and other
28
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 stakeholders discussing topics related to the
group or industry at large. Topics covered
included financial issues, compliance,
innovation, decarbonisation of shipping,
renewable energy and sustainability in
general.
Management also initiated a dialogue with
main shareholders and other stakeholders
related to the statement on remuneration for
senior executives.
Allocation of profit, dividend and buy back
The board’s proposal for allocation of the net
profit for the year is as follows:
The board is proposing a NOK 2.00 dividend
per share payable during the second quarter
of 2020, representing a total payment of
NOK 89 million (excluding shares owned by
the company).
Parent company accounts (NOK thousand)
Profit for the year
To equity
Proposed dividend
Interim dividend paid
Total allocations
473 268
272 658
89 160
111 450
473 268
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 2020, but no longer than to 30
June 2020. In line with the authorisation,
the company announced a share buyback
in September 2019. Following completion of
the program, Wilh. Wilhelmsen Holding ASA
owns a total of 1 823 824 own shares, split on
537 092 A-shares and 1 286 732 B-shares. This
is equivalent to 3.93% of total shares in the
company.
Outlook
Events after the balance sheet date
The recent outbreak of covid-19 has since the
start of 2020 had significant impact on the
world and on Wilhelmsen. An update related
to the impact on Wilhelmsen is included in
note 24 of the group accounts and in note 16 of
the parent company accounts for 2019.
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.
Due to measures implemented to contain
spread of covid-19, global economic
development is presently very uncertain.
Long term, annual growth in the vicinity of 3%
remains a likely scenario.
Outlook for maritime services
General shipping markets improved in 2019,
supported by continued global growth and low
newbuilding activity. While most markets will
in 2020 be affected by measures to contain the
corona virus, many of the underlying positive
factors remain.
Wilhelmsen’s focus is maintaining a leading
position within marine products, ships
agency and ship management globally.
For marine products, the steady work to
improve products, services, and capabilities,
will continue. For ships agency, a review
is initiated to adjust the product to a
more globally connected world. For ship
management, the effort to expand the fleet
on management will continue, with a need to
increase the organisational capacity.
Increased activity level and a strong USD
have supported an improved operating
margin in 2019. The year also had its fair
share of investment in new products and
operating systems, reducing profit short term
but necessary to remain competitive in the
long term. All these factors will continue to
have effect on the operating margin moving
forward.
The measures taken to contain spread of
covid-19 will have a significant impact on
the maritime services activities in 2020
and potentially beyond. Operationally,
travel restrictions impact crew changes and
disruption in the global supply chain impacts
product deliveries. Financially, reduced
activity in cruise and other shipping segments
impacts purchasing of among other marine
products, port services and crewing services.
Outlook for supply services
NorSea Group, where Wilhelmsen has a ~75,2%
shareholding, remains strongly exposed to
the Norwegian oil and gas industry, but is
gradually expanding into other activities.
The sharp fall in oil prices combined with
measures taken to contain covid-19 will have
a negative impact on activity level. Income
from supply base real estate properties will
continue to be an important contributor,
while offshore wind activities are expected to
29
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 The board of
Wilh. Wilhelmsen
Holding ASA
From left:
Carl Erik Steen
Irene Waage Basili
Diderik Schnitler (chair)
Trond Ø. Westlie
30
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 31
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 gradually increase but with some delay due to
covid-19 measures.
chain, the Hyundai Share price has fallen
significantly during first quarter of 2020.
For governmental services, no major change
in activity level and income is projected in the
short term.
Outlook for other activities
Wallenius Wilhelmsen ASA, where Wilhelmsen
has a 37.8% stake, is a market leader in shipping
and logistics services to the global automotive,
rolling equipment, and breakbulk industries.
Short term, measures to contain the corona
virus will have a significant negative impact,
with an expected 20% drop in ocean volumes
in the first quarter. Wallenius Wilhelmsen
ASA is taking decisive steps to prepare for this
situation, including cancellation of dividend,
recycling and layup of ships, and temporary
layoffs of production workers.
Treasure ASA, where Wilhelmsen has a ~73.5%
shareholding, is an investment company
with currently one main asset. The prospects
correlate strongly with the financial and share
price performance of Hyundai Glovis. With
its high exposure to the automotive supply
Qube Holdings, where Wilhelmsen has a
~2.5% equity stake, remains exposed to the
general Australian economy and trade, and to
the successful development of new logistics
infrastructure. The investment is mainly of a
financial nature.
Outlook for the Wilhelmsen group
Wilhelmsen holds leading positions in several
maritime industry segments. The combined
forces of extensive business knowledge, global
network, innovative organisation, and strong
solidity will continue to support development
of the group
Wilhelmsen is exposed towards global trade.
Uncertainty remains on future development
of global trade, including global economic
growth, trade restrictions and the
environment. In the short term, measures
to stop the spread of the coronavirus will
have a negative impact on most business
activities. Wilhelmsen retains its robustness
and capacity to meet such eventualities.
Lysaker, 31 March 2020
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler
chair
Trond Westlie
Carl Erik Steen
Irene Waage Basili
Thomas Wilhelmsen
group CEO
32
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2019 Wilhelm
Wilhelmsen
1937–2020
Wilhelm Wilhelmsen passed away on 22 February 2020.
He represented the fourth-generation family owner of the
Wilhelmsen group, a maritime industry group established
by his great grandfather in Tønsberg, Norway in 1861.
Wilhelm Wilhelmsen was instrumental in developing
the Wilhelmsen group from a traditional liner company
with trades all over the world to one of the largest maritime
industry groups with almost 15 000 employees in more
than 70 countries. His extensive network and business
relationships in Norway and internationally have
been essential in building the company the past almost
60 years.
In addition to steering through many important and
difficult situations in the company’s history, including the
offshore crisis in the 1980s and the Partnair and Tampa
incidents, he will be remembered as a very well-respected
business leader and spokesperson for Norwegian shipping
and the maritime industry at large.
Rest in peace.
From the board and thousands of employees
at sea and all around the world
Responsible
employer
People are the foundation of our global business and have
been for our last 159 years. Our approach as a responsible
employer is to build a culture where all of our employees can
come to work, do their best and go home safely. Whether it is
investing in developing our employees, setting high standards
regarding health and safety measures, or enhancing a culture
where high ethical business standards always apply, our aim
is to do the right things, the right way in every part of our
business. The Take5 program for our ships agency division is
just one example of how we act responsibility as an employer,
building best in class practices for identifying and managing
risks to keep employees engaged, healthy and safe.
3
Accounts
and notes
– group
Income statement Wilh. Wilhelmsen Holding group
USD mill
Operating revenue
Other income
Gain on sale of assets
Total income
Operating expenses
Cost of goods and change in inventory
Employee benefits
Other expenses
Depreciation and impairments
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) for the period
Of which:
Profit attributable to non-controlling interests
Profit/(loss) attributable to owners of the parent
Basic / diluted earnings per share (USD)
Note
1/3/21
1
15
6
1/21
7/8
4
14
1
1
9
10
Comprehensive income Wilh. Wilhelmsen Holding group
Profit/(loss) for the year
Items that may be reclassified to the income statement
Cash flow hedges (net after tax)
Comprehensive income from associates
Currency translation differences
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
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interests
Total comprehensive income for the year
19
11
Notes 1 to 24 on the next pages are an integral part of these consolidated financial statements.
40
2019
836
14
850
(247)
(306)
(148)
(71)
(772)
78
49
34
33
(49)
144
(15)
130
16
114
2.46
130
1
(2)
(2)
(1)
(3)
127
111
16
127
2018
867
4
871
(267)
(320)
(206)
(42)
(835)
36
36
(116)
16
(57)
(86)
12
(75)
(6)
(69)
(1.48)
(75)
2
(57)
1
(53)
(128)
(119)
(9)
(128)
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Balance sheet Wilh. Wilhelmsen Holding group
USD mill
Note
31.12.2019
31.12.2018
ASSETS
Non current assets
Deferred tax asset
Goodwill and other intangible assets
Vessel, property and other tangible assets
Right-of-use 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
Non current lease liabilities
Other non current liabilities
Total non current liabilities
Current liabilities
Current income tax
Public duties payable
Current interest-bearing debt
Current lease liabilities
Other current liabilities
Total current liabilities
Total equity and liabilities
9
7
7
8
4
14/19
12
15
16/19
12/17
17
11
9
18/19
8/18
12
9
18/19
8/18
12
57
151
555
173
1 003
675
25
2 638
82
102
317
153
655
3 293
118
1 762
1 880
202
2 082
20
11
429
154
28
643
9
12
65
27
455
568
3 293
Lysaker, 31 March 2020
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler
chair
Trond Westlie
Carl Erik Steen
Irene Waage Basili
Thomas Wilhelmsen
group CEO
Notes 1 to 24 on the next pages are an integral part of these consolidated financial statements.
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
23
503
13
9
85
452
559
3 079
41
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Cash flow statement Wilh. Wilhelmsen Holding group
USD mill
Note
2019
2018
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
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 inventories
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
Net proceeds from sale of joint ventures and associates
Investments in subsidiaries
Loan repayments received from sale of subsidiaries
Proceeds from dividend and 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
Repayment of leasing debt
Interest paid including interest derivatives
Interest paid leasing debt
Dividend to shareholders/purchase of own shares
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
4
14
1
7/8
1
1/4
4
7
1
18
18
8
1
1/8
144
(49)
(34)
17
71
(8)
(6)
(9)
(19)
(8)
98
33
17
(40)
3
34
(3)
6
65
(38)
4
81
93
(136)
(24)
(25)
(11)
(62)
(165)
14
140
153
(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
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 24 on the next pages are an integral part of these consolidated financial statements.
42
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
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
122
0
1 853
1 975
212
2 188
Balance 31.12.2018
Implementation of IFRS 16 leasing
Comprehensive income for the period:
Profit for the period
Other comprehensive income
Total comprehensive income for the period
0
0
Transactions with owners:
Change in non-controlling interests*
Own shares**
Dividends
Balance 31.12.2019
(4)
(4)
122
114
(3)
111
5
(27)
(26)
114
(3)
111
5
(31)
(26)
1 761
1 880
16
16
(5)
(5)
202
130
(3)
127
(31)
(31)
2 082
*Liquidation of 2.200.000 own shares in Treasure ASA.
**WWH acquired own shares 30 September 2019 for USD 30.4 million, represented 537.092 A-shares and 1.286.732 B-shares. Average cost per shares was
NOK 144.00.
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
Put option in associate
Total comprehensive income for the period
0
0
(69)
(50)
(5)
(124)
(69)
(50)
(5)
(124)
Transactions with owners:
Change in non-controlling interests
Dividends
Balance 31.12.2018
122
0
(31)
1 698
(31)
1 820
(6)
(3)
(9)
(1)
(6)
196
(75)
(53)
(5)
(133)
(1)
(37)
2 017
Dividend for fiscal year 2018 was NOK 5.00 per share, where NOK 2.50 per share
was paid in May 2019 and NOK 2.50 per share was paid in November 2019.
The proposed dividend for fiscal year 2019 is NOK 2.00 per share, payable in
the second quarter of 2020.
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.
A decision on this proposal will be taken by the annual general meeting on 29
April 2020. The proposed dividend is not accrued in the year-end balance sheet.
The dividend will have effect on retained earnings in second quarter of 2020.
Notes 1 to 24 on the next pages are an integral part of these consolidated financial statements.
43
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 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 2019 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 31 March 2020.
STATEMENT OF COMPLIANCE
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 10 December 2019. 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.
Wilhelmsen also provides additional disclosures in accordance with
requirements in the Norwegian Accounting Act related to remuneration to the
board and the management.
The company is a public limited liability company, listed on the Oslo Stock
Exchange.
BASIC OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of
Wilh. Wilhelmsen Holding ASA and its subsidiaries (Wilhelmsen group or the
group) as at 31 December 2019.
Control is achieved when the group is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those returns
through its power over the investee.
The group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Consolidation of a subsidiary begins when the group
obtains control over the subsidiary and ceases when the group loses control of
the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired
or disposed of during the year are included in the consolidated financial
statements from the date the group gains control until the date the group
ceases to control the subsidiary.
A change in the ownership interest of a subsidiary, without a loss of control, is
accounted for as an equity transaction.
If the group loses control over a subsidiary, it derecognises the related assets
(including goodwill), liabilities, non-controlling interest and other components of
equity, while any resultant gain or loss is recognised in income statement. Any
investment retained is recognised at fair value.
Non-controlling interests in the results and equity of subsidiaries are shown
separately in the consolidated statement of profit or loss, statement of
comprehensive income, statement of changes in equity and balance sheet
respectively.
When necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies in line with the group’s
accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the
group are eliminated in full on consolidation. The accounts for the group and
the parent company are referred to collectively as the 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.
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.
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.
BASIC OF PREPARATION
The group accounts are presented in US dollars (USD), rounded off to the
nearest whole million.
The presentation currency of the separate statements of the parent is NOK
which is also its functional currency. The accounts are rounded off to the
nearest whole thousand.
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
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 group accounts.
When items are reclassified in the segment reporting, the comparative figures
are included from the beginning of the earliest comparative period.
New and revised standards – adopted
The following new or amendments to standards and interpretations have been
issued and become effective during the current period.
Standards, amendments and interpretations
The group has adopted IFRS 16 Leases from 1 January 2019 which resulted in
material changes to the group’s financial statement.
The income statements and balance sheets for group companies with a
Under the new standard, a lessee is required to recognise all contracts that
qualify under its definition of a lease as right-of-use assets and lease liabilities
44
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
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 previously
defined as operating leases under IAS 17, both as regards impact on the
balance period of time in exchange of consideration.
The group implemented 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 was not reassessed. The
opening balance related to the transition and grouping of leased assets can be
found in note 8, in the group accounts and note 4 in the parent accounts.
Amended standards early adopted
The group has elected to early adopt the ‘Amendments to IFRS 9, IAS 39
and IFRS 7 Interest Rate Benchmark Reform’ issued in September 2019.
In accordance with the transition provisions, the amendments have been
adopted retrospectively to hedging relationships that existed at the start of
the reporting period or were designated thereafter. The amendments provide
temporary relief from applying specific hedge accounting requirements to
hedging relationships directly affected by IBOR reform. The reliefs have the
effect that IBOR reform should not generally cause hedge accounting to
terminate. However, any hedge ineffectiveness should continue to be recorded
in the income statement. Furthermore, the amendments set out triggers for
when the reliefs will end, which include the uncertainty arising from interest rate
benchmark reform no longer being present.
There are no other new or amended standards adopted by the group or parent
company from 1 January 2019 or later.
New and revised standards – not yet effective
Amendment to IAS 1 Classification of Liabilities as Current or Non-current
applicable for annual periods beginning on or after 1 January 2022. The
amendment changes the guidance for the classification of liabilities as current
or non-current depending on the rights that exist at the end of the reporting
period. The amendments are not expected to have a material effect compared
to the group’s current application of IAS 1.
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.
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.
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.
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.
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 or the parent company.
Acquisition-related costs are expensed as incurred.
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 share holdings 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
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.
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 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 except for IFRS 16 effects.
Significant influence generally accompanies investments where the group or
The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
45
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
identified as the board and Group Management Team, consisting of the group
chief executive officer (group CEO) and three executive managers.
they arise. Borrowing costs are capitalised to the extent that they are directly
related to the acquisition of the asset.
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.
Land is not depreciated. Other tangible assets are depreciated over the
following expected useful lives:
Property
Other tangible assets
10-50 years
3-10 years
See note 12 and 21 to the group accounts for transactions with joint ventures
and associates and note 7 and 15 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.
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
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
The group earns revenue from both sale of goods, rendering of services
and rental activities. Information about the revenue streams and associated
accounting principles are disclosed in note 3.
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. Sales costs
include all remaining sales, administrative and storage costs.
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.
See note 6 to the group accounts and note 2 and 17 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
46
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 going
forward.
LEASES
The group has applied IFRS 16 using the modified retrospective approach. The
impact of changes in accounting policies and impact of the initial application is
disclosed in note 8 in the group accounts and note 4 in the parent accounts.
Identifying a lease
At the inception of a contract, the group assesses whether the contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys the
right to control the use of an identified asset for a period of time in exchange
for consideration. To determine whether a contract conveys the right to control
the use of an identified asset, the group assesses whether:
• The agreement creates enforceable rights of payment and obligations
• The identified asset is physically distinct
• It has the right to obtain substantially all of the economic benefits from use of
the asset
• It has the right to direct the use of the asset
• The supplier does not have a substantive right to substitute the asset
throughout the period of use
Lessee
Separating components in the lease contract:
For contracts that constitutes, or contains a lease, the group separates lease
components if it benefits from the use of each underlying asset either on
its own or together with other resources that are readily available, and the
underlying asset is neither highly dependent on, nor highly interrelated with,
the other underlying assets in the contract. The group then accounts for each
lease component within the contract as a lease separately from non-lease
components of the contract. The group allocates the consideration in the
contract to each lease component on the basis of the relative stand-alone
price of the lease component and the aggregate stand-alone price of the
non-lease components. If an observable stand-alone price is not readily
available, the group estimates this price by maximising the use of observable
information.
Recognition of leases and exemptions:
At the lease commencement date, the group recognizes a lease liability and
corresponding right-of-use asset for all lease agreements in which it is the
lessee, except for the following exemptions applied:
• Short-term leases (defined as 12 months or less)
• Low value assets
For these leases, the group recognizes the lease payments as other operating
expenses in the statement of profit or loss when they incur.
Measuring the lease liability:
The lease liability is initially measured at the present value of the lease
payments for the right to use the underlying asset during the lease term that
are not paid at the commencement date. The lease term represents the non-
cancellable period of the lease, together with periods covered by an option
to extend the lease when the group is reasonably certain to exercise this
option, and period’s covered by an option to terminate the lease if the group is
reasonably certain not to exercise that option.
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
The lease payments included in the measurement comprise of:
reversed. Gain or loss on the sale of a business includes the carried amount of
goodwill related to the sold business.
• Fixed lease payments (including in-substance fixed payments), less any lease
incentives receivable
• Variable lease payments that depend on an index or a rate, initially measured
using the index or rate as at the commencement date
• Amount expected to be payable by the group under residual value guarantees
• The exercise price of a purchase option, if the group is reasonably certain to
exercise that option
• Payments of penalties for terminating the lease, if the lease term reflects the
group exercising an option to terminate the lease.
The group do not include variable lease payments in the lease liability arising
from contracted index regulations subject to future events, such as inflation.
Instead, the group recognizes these costs in profit or loss in the period in
which the event or condition that triggers those payments occurs. The lease
liability is subsequently measured by increasing the carrying amount to
reflect interest on the lease liability, reducing the carrying amount to reflect
the lease payments made and remeasuring the carrying amount to reflect
any reassessment or lease modifications, or to reflect adjustments in lease
payments due to an adjustment in an index or rate. Group presents its lease
liabilities as separate line items in the statement of financial position.
Measuring the right-of-use asset:
The right-of-use asset is initially measured at cost. The cost of the right-of-use
asset comprise:
• The amount of the initial measurement of the lease liability
• Any lease payments made at or before the commencement date, less any
lease incentives received
• Any initial direct costs incurred by the group
• An estimate of costs to be incurred by the group in dismantling and removing
the underlying asset, restoring the site on which it is located or restoring the
underlying asset to the condition required by the terms and conditions of the
lease, unless those costs are incurred to produce inventories.
The right-of-use asset is subsequently measured at cost less accumulated
depreciation and impairment losses. The group applies the depreciation
requirements in IAS 16 Property, Plant and Equipment in depreciating the
right-of-use asset, except that the right-of-use asset is depreciated from the
commencement date to the earlier of the lease term and the remaining useful
life of the right-of-use asset. The group has not applied the revaluation model
for its right of use asset for leased buildings.
The group applies IAS 36 Impairment of Assets to determine whether the right-
of-use asset is impaired and to account for any impairment loss identified.
Group presents it’s right-of-use assets as separate line items in the
consolidated statement of financial position.
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
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.
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;
• 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.
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.
FINANCIAL ASSETS
From 1 January 2018, the group classifies its financial assets in the following
measurement categories:
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 when impairment indicators is
present.
• those to be measured subsequently at fair value through profit or loss (FVPL)
• those to be measured at amortised cost
Management determines the classification of financial assets at their initial
recognition.
Goodwill from acquisition of businesses is tested annually for impairment and
carried at cost less impairment losses. Impairment losses on goodwill are not
Financial assets subsequently carried at fair value are initially recognised at fair
value, and transaction costs are expensed in the income statement.
47
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
The group and the parent company classified financial assets under IAS 39
into the following categories: trading financial assets at fair value through profit
or loss, loans and receivables, and available-for-sale financial assets. The
classification depended on the purpose of the asset.
Operating leases
For operating leases, the group recognises lease payments as other income,
mainly on a straight-line basis, unless another systematic basis is more
representative of the pattern in which benefit from the use of the underlying
asset is diminished. The group recognise costs incurred in earning the
lease income in other operating expenses. The group adds initial direct
costs incurred in obtaining an operating lease to the carrying amount of the
underlying asset and recognise those costs as an expense over the lease term
on the same basis as the rental income.
Current financial 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. Current financial 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.
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 19 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 in the income statement.
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 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).
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.
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 2019.
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.
48
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
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.
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.
Sensitivity of the lease liability
The group cannot always determine the interest rate implicit in the lease,
therefore, it uses its incremental borrowing rate to measure lease liabilities.
The incremental borrowing rate reflects what the group ‘would have to pay’,
which requires estimation when no observable rates are available (such as for
subsidiaries that do not enter into financing transactions) or when the rates
need to be adjusted to reflect the term and currency of the lease.
In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an extension
option, or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated). The assessment is
reviewed if a significant event or a significant change in circumstances occurs
which affects this assessment and that is within the control of the lessee.
See note 8 in the group accounts for additional information.
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.
Impairment of goodwill
Assets that have an indefinite useful life, for example goodwill, are not subject
to amortisation and are tested annually for impairment.
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.
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.
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 liquidated 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
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.
49
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Note 1 Combined items, income statement
USD mill
OPERATING REVENUE
Ships service revenue
Supply services revenue
Ship management and crewing revenue
Revenue from services
Total operating revenue
GAIN ON SALE OF ASSETS
Gain on sale of assets
Total gain on sale of assets
OTHER EXPENSES
Office expenses
Communication and IT expenses
External services
Travel and meeting expenses
Marketing expenses
Lease expenses*
Other operating expenses
Total other expenses
* Included in other operating expenses in 2018.
FINANCIAL INCOME AND EXPENSES
Financial items
Investment management
Interest income
Dividend from financial assets
Other financial items
Net financial items
Financial – interest expenses
Interest expenses
Interest expenses – finance lease
Other financial expenses
Net financial – interest expenses
Financial – currency gain/(loss)
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 gain/(loss)
Financial income/(expenses)
Spesification of financial income and expenses
Net financial items
Financial income
Net financial – interest expenses
Net financial currency loss
Financial expenses
See note 19 on financial risk and the section of the accounting policies concerning financial derivatives.
50
Note
2019
2018
2/3
2/3
2/3
2/3
21
8
21
528
249
45
13
836
14
14
(16)
(26)
(20)
(9)
(3)
(10)
(64)
(148)
12
4
16
1
33
(25)
(11)
(5)
(41)
7
(10)
(10)
4
(8)
(17)
33
33
(41)
(8)
(49)
535
283
41
8
867
4
4
(58)
(27)
(31)
(8)
(4)
(78)
(206)
(6)
4
13
5
16
(29)
(5)
(34)
(4)
(3)
(2)
(15)
(23)
(41)
16
16
(34)
(23)
(57)
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 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 241 offices in
some 62 countries.
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.
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.
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 2019 is as follows:
USD mill
Maritime Services
Supply Services
Holding
and Investments
Eliminations
Total
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
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)
Non-controlling interests
Profit/(loss) to the owners of the parent
582
9
591
(181)
(204)
(103)
(29)
(517)
73
4
(27)
(24)
27
(12)
15
1
14
580
2
582
(198)
(212)
(130)
(16)
(556)
26
4
(61)
(37)
(68)
13
(55)
2
(56)
249
6
255
(65)
(89)
(42)
(37)
(233)
22
283
3
285
(68)
(96)
(71)
(26)
(260)
25
6
9
(19)
8
(3)
5
1
4
(15)
20
(4)
15
4
11
11
11
11
11
(1)
(14)
(9)
(5)
(28)
(17)
39
61
26
109
1
109
13
96
(1)
(13)
(12)
(1)
(26)
(15)
23
(56)
10
(38)
3
(35)
(12)
(23)
(7)
(7)
5
1
7
0
0
0
0
(7)
(7)
6
7
0
0
0
(0)
836
14
850
(247)
(306)
(148)
(71)
(772)
78
49
34
(17)
144
(15)
130
16
114
867
4
871
(267)
(320)
(206)
(42)
(835)
36
36
(116)
(41)
(86)
12
(75)
(6)
(69)
Supply Services; one customer represent about 20% of the total revenue.
51
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
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
31.12.19
31.12.18
31.12.19
31.12.18
31.12.19
31.12.18
31.12.19
31.12.18
31.12.19
31.12.18
10
27
867
675
15
102
27
31
7
2
848
623
24
88
14
18
(6)
(16)
(20)
(35)
(30)
57
151
728
54
156
567
1 003
1 018
675
25
102
400
153
650
23
88
385
140
1 753
1 624
(57)
(50)
3 293
3 079
1 523
1 431
149
144
48
6
27
23
9
17
1 753
1 624
1 880
1 821
202
11
675
49
476
196
12
533
120
397
3 293
3 079
36
48
(17)
(3)
(30)
(50)
173
181
(21)
(1)
(35)
(57)
(6)
(6)
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
145
228
11
19
327
116
887
204
(1)
11
247
22
404
887
42
149
188
11
27
13
294
110
834
237
(1)
12
197
97
292
834
5
5
5
6
478
377
126
159
7
6
82
7
710
154
54
401
22
80
710
107
12
671
152
54
330
18
117
671
Investments in tangible assets
14
19
20
29
1
IFRS16 leasing
*Right-of-use (included in
tangible assets)
**Leasing debt (included in
interest-bearing debt)
46
49
108
113
24
25
52
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
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 in 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
2019
2018
2019
2018
2019
2018
27
27
(4)
24
29
(21)
1
83
3
(8)
(3)
3
(5)
(9)
(15)
(48)
(73)
6
110
116
(68)
61
(4)
37
16
(20)
(2)
20
3
(13)
18
(2)
7
1
(15)
(47)
(61)
(34)
144
110
8
(6)
19
37
(18)
(8)
32
10
(20)
39
1
29
(48)
(12)
(5)
(66)
(5)
12
7
20
(9)
15
26
(6)
(3)
42
17
(24)
6
1
1
(0)
(17)
(14)
(6)
(38)
4
8
12
109
(61)
(39)
(26)
5
3
(8)
19
(1)
3
(3)
23
42
(22)
(22)
12
18
31
(38)
56
(23)
(10)
1
5
(9)
(3)
40
36
(27)
(3)
7
(23)
3
15
18
USD mill
Europe
Americas
Asia & Africa
Oceania
Total
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
Total income
Total assets
Investment in tangible assets
Russia is defined as Europe.
479
513
2 940
2 367
25
38
70
25
1
66
34
273
297
9
262
562
10
27
31
1
30
115
850
871
3 293
3 079
36
48
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.
53
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 3 Revenue from contracts with customers
OPERATING REVENUE
USD mill
Revenue segments
Maritime services
Supply services
2019
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
366
366
129
129
366
366
129
129
358
358
126
126
358
358
126
126
45
45
45
45
41
41
41
41
42
42
39
3
42
55
55
55
55
216
216
24
24
216
216
24
24
9
9
9
9
238
238
26
26
18
18
238
238
26
26
18
18
11
11
11
11
11
11
11
11
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
836
836
405
431
836
2018
867
867
413
454
867
MARITIME SERVICES
Marine Products – Sale of goods
The group offers a wide range of products to the maritime industry. The products
are delivered to the customer at vessel or warehouse, which is also the point in
time where control transfers to the customer and revenue is recognized net of
any discounts. Some customers are entitled to retrospective volume discounts
based on aggregate sales over a defined period. Revenue from these sales is
recognized based on the price specified in the contract, net of the estimated
volume discounts. Accumulated experience is used to estimate and provide for
the discounts, using the expected value method, and revenue is only recognized
to the extent that it is highly probable that a significant reversal will not occur.
A refund liability (included in other current liabilities) is recongized for expected
volume discounts payable to customers in relations to sales made until the end
of the reporting period. The contracts typically has payment terms of 30 days
after delivery, and no significant financing component is identified.
Other revenue in the Maritime services segment
These revenues mainly consist of sale of ropes to non-maritime customers
and chemicals for the consumer markets. Most of the sales are to wholesale
customers. Revenue is recognised net of any discounts at delivery. Time and
place of delivery, and transfer of control, depend on agreed delivery terms
but usually when the customer receives the goods. The group is acting as an
agent, and is entitled to a defined commission of the insurance premium. The
comission is per year and recognised on a straight line basis thorugh the year.
SUPPLY SERVICES
Operations
NorSea Group provides supply bases and integrated logistics solution to
the offshore industry. 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).
Ships Agency – Sale of services
The group offers ships agency services coverering 2 200 port locations world
wide. The agents facilitates efficent port calls for vessels, by procuring goods
and services on behalf of the customers and to assist with required permits
and custom declaration assocuated with the port call. Prior to the port call, the
customer is required to make available funds for the expected disbursements
(pre funding). Following the completion of the services the group prepare a
final disbursement account to the customer documenting all disbusement for
the port call. The group is only acting as an agent, and control of goods and
services transfers directly from the relevant suppliers to the customer. The
group does not have inventory risk or the discretion on establishing prices. For
the services rendered, the group is entitled to a fee that consist of a payment
based on services delivered to customer.
Technical / crewing management
Wilhelmsen Ship Management (WSM) offers technical management and crew
management for all vessel segments. Ususally the contracts will include an
annual compensation payable in monthly arreas, in addition the ship owner
is charged a monthly fee per crew onboard the vessel. The ship owner
simultaniously receives and consumes the benefits provided by the entity, and
hence revenenue is recognised over time. Since WSM has the right to invoice
the services delivered at the end of each month, this is also the basis for revenue
recognition. The invoices are payable 30 days after the end of each month.
Property
The group is a lessor for parts of the properties located on or near the
bases. This is typically warehouses and some office facilities. This is ordinary
operational lease contracts with a typical duration of 2-10 years. For contracts
with a duration of more than one year the rent is adjusted annually based on
commonly used indexes. Lease revenue is recognised on a straight line basis
over the lease term.
HOLDING AND INVESTMENTS
The operation revenue is related to inhouse services to external customers as
house rent, canteen services, HR services and salary services.
INFORMATION ABOUT TRANSACTION PRICE ALLOCATED TO
UNSATISFIED PERFORMANCE OBLIGATIONS
In general the contracts with customers are of a short term nature, except
for the framework agreements described under Supply Services and Ship
Management. For Supply Services the framework agreements can be for a
period of up to 10 years, but do not define any minimum volume. For Ship
Management contracts the customer can terminate the contract without
cause on a 3 months basis. Because of this there is no significant unsatisfied
performance obligations as of year end.
54
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
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
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
Vietnam
Tananger, Norway
Tananger, Norway
Hammerfest, Norway
Hammerfest, Norway
Hammerfest, Norway
Stord, Noway
Stavanger, Norway
An overview of actual equity holdings can be found in the presentation of company structure on page 138.
2019
2018
Voting share/ownership
37.8%
40.0%
45.9%
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%
25.0%
25.0%
25.0%
50.0%
50.0%
50.0%
50.0%
49.0%
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%
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%
25.0%
25.0%
25.0%
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%
55
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Cont. note 4 Investments in associates
USD mill
Share of profit/(loss) from associates
WalWil group
Other associates Holding and Investments
Other associates Maritime Services
Other associates Supply Services
Share of profit 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
Associates in Supply Services
Dividend
Disposals associates
Financial derivatives in associates
Other comprehensive income
Share of equity 31.12
There are no contingent liabilities relating to the group’s interest in the associates.
2019
2018
39
4
(2)
41
23
(1)
4
27
864
847
900
41
3
(29)
(31)
(2)
883
900
27
(16)
(5)
(6)
900
Set out below are the summarised financial information, 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%).
WalWil
Other
2019
2018
2019
2018
3 909
4 065
(3 821)
244
(152)
(15)
78
(20)
52
(16)
36
(3 551)
358
(190)
(56)
112
(10)
93
(2)
90
19
57
(52)
4
5
(1)
4
3
10
75
(60)
16
(6)
10
(2)
8
(1)
7
16
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
56
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
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
Non-controlling interest
Total liabilities
Net assets
WalWil
Other
31.12.2019
31.12.2018
31.12.2019
31.12.2018
6 747
650
399
7 796
1 729
2 108
175
863
239
6 110
818
485
7 414
3 055
361
530
588
228
5 114
4 767
2 682
2 647
22
45
39
105
4
14
52
1
71
34
174
34
77
285
68
5
66
35
174
112
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. The effects of IFRS 16 lease are included in the balance 31 December 2019.
USD mill
RECONCILIATION OF SUMMARISED
FINANCIAL INFORMATION
Net assets 01.01
Profit for the period
Other comprehensive income
Currency translation differences
Disposal
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
31.12.2019
31.12.2018
31.12.2019
31.12.2018
2 647
93
(12)
6
(51)
2 682
1 014
(2)
(148)
864
2 563
52
(16)
48
2 647
1 001
(3)
(151)
847
112
4
(1)
(66)
(15)
34
15
5
20
127
8
(1)
(1)
(20)
112
53
53
*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 2019 was USD 398 million (2018: USD 547 million).
WalWil is a separately listed company on Oslo Stock Exchange. The market
capitalisation of its shares at year end is 49% 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
2019
2018
8
41
49
121
883
1 003
9
27
36
117
901
1 018
The group’s share of profit, after tax from joint ventures and associates is recognised in the income statement as financial income. All joint ventures and associates
are equity consolidated.
57
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
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
2019
2018
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, 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. However, see note 23.
58
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 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)
Investments in joint ventures
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
2019
2018
96
(75)
(8)
(4)
(1)
8
76
44
121
75
(59)
(5)
(1)
(1)
9
69
48
117
2019
2018
167
27
16
209
68
8
(4)
3
76
98
7
28
133
209
153
21
6
180
69
9
(4)
(5)
68
86
3
22
111
180
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
2019
2018
2019
2018
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
139
(117)
(7)
15
16
(2)
14
14
182
(149)
(15)
19
(5)
13
(1)
12
12
3
10
11
(1)
(1)
8
(2)
6
(1)
4
4
1
(1)
(3)
7
(3)
5
(1)
3
3
59
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
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
31.12.2019
31.12.2018
31.12.2019
31.12.2018
209
50
30
289
118
12
50
179
110
179
39
11
229
92
3
38
132
96
124
3
3
130
78
2
7
88
43
128
3
1
132
81
2
7
90
42
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
2019
2018
2019
2018
Opening net assets 31.12
Profit for the period
Other comprehensive income
Currency translation differences
Dividend to shareholder
Closing net assets 31.12
WWH share
Goodwill/ Surplus value / Reversal of internal gain
96
12
6
(4)
110
55
48
93
14
(11)
96
48
52
Carrying value 31.12
102
100
42
4
(3)
43
21
(3)
18
46
3
(7)
42
21
(4)
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%
73.46%
100%
100%
100%
75.15%
100%
73.46%
100%
The group’s principal subsidiaries at 31 December 2019 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.
*At 31.12.2019 Treasure ASA had 465 000 own shares.
60
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 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
2019
Group CEO
Group CFO
President and CEO Wilhelmsen Ships Service
President and CEO Wilhelmsen Ship Management
CEO NorSea Group
2018
Group CEO
Group CFO
President and CEO Wilhelmsen Ships Service
President and CEO Wilhelmsen Ship Management
CEO NorSea Group
Note
2019
2018
11
Pay
Bonus
Pension
premium
*Other
remuneration
569
401
358
234
254
598
416
376
272
267
231
49
112
31
9
226
55
109
51
9
216
50
24
122
20
208
57
24
102
21
93
38
105
243
116
122
56
65
243
23
10
31
306
255
24
10
31
320
2019
2018
1 028
3 807
10 230
15 065
872
3 879
9 334
14 085
14 575
14 357
Total
1 016
501
588
425
388
Total in NOK
thousand
8 939
4 404
5 170
3 741
3 410
1 276
10 385
642
630
482
362
5 228
5 130
3 923
2 946
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.
61
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 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
2019
2018
80
48
48
48
48
80
46
46
46
46
The board’s remuneration for fiscal year 2019 will be approved by the general meeting 29 April 2020.
Remuneration of the nomination committee, for both Wilh. Wilhelmsen Holding ASA and Treasure ASA, totalled USD 21 thousand for 2019 (2018: 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 21 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 2019, a provision has been made related to the four-year
LTI programme ending on 31 December 2020. Potential payment will be done
in March 2021. The provision has been calculated based on the gap between
value adjusted equity per 31 December 2019 and target for 31 December 2020,
risk free return, and standard deviation of historic annual value creation. No
provision has been made for the LTI programme expiring on 31 December 2022.
For further details, see note 17 Statement on the remuneration for senior
executives in the parent company accounts.
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.
2019
2018
2.5
0.4
1.4
0.1
4.4
2.9
0.4
1.0
0.3
4.6
62
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 7 Property, vessels and other tangible assets
USD mill
TANGIBLE ASSETS
2019
Cost 1.1
Acquisition
Reclass/disposal
Currency translation differences
Cost 31.12
Accumulated depreciation and impairment losses 1.1
Depreciation/amortisation
Reclass/disposal
Impairment
Currency translation differences
Accumulated depreciation and impairment losses 31.12
Carrying amounts 31.12
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
Economic lifetime
Depreciation schedule
Property
Vessels
Other
tangible assets
Total
tangible assets
550
19
(5)
(5)
560
(162)
(17)
4
(1)
1
(175)
384
575
28
(18)
(34)
550
(159)
(19)
7
9
(162)
388
35
35
(18)
(1)
(19)
16
36
1
(2)
35
(17)
(1)
1
(17)
18
251
17
(24)
1
244
(89)
(11)
10
1
(90)
154
269
24
(32)
(10)
251
(114)
(11)
32
5
(89)
162
10-50 years
Straight-line
25 years
Straight-line
3-10 years
Straight-line
836
36
(29)
(4)
839
(269)
(29)
13
(1)
2
(284)
555
880
53
(50)
(46)
836
(290)
(31)
39
15
(269)
567
63
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Cont. note 7 Goodwill and other intangible assets
USD mill
INTANGIBLE ASSETS
2019
Cost 01.01
Acquisition
Reclass/disposal
Currency translation differences
Cost 31.12
Accumulated amortisation and impairment losses 01.01
Amortisation/impairment
Currency translation differences
Accumulated amortisation and impairment losses 31.12
Carrying amounts 31.12
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
Segment-level summary of the goodwill allocation:
Maritime Services
Total goodwill allocation
The group conducted no material acquisition in 2019 or 2018.
Goodwill
Other
intangible assets
Software
and licences
Total
intangible assets
124
(2)
(1)
121
(1)
(1)
(2)
119
133
(3)
(6)
124
(2)
1
(1)
123
34
1
35
(15)
(4)
(19)
16
16
2
16
1
34
(7)
(7)
(2)
1
(15)
20
67
5
(1)
71
(53)
(4)
(56)
16
95
1
(26)
(4)
67
(63)
(4)
11
3
(53)
14
2019
119
119
225
6
(2)
(2)
227
(68)
(9)
1
(77)
151
244
3
(12)
(10)
225
(72)
(11)
11
4
(68)
156
2018
123
123
64
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 7 Goodwill and other intangible assets
Impairment testing of goodwill
In the Maritime Services segment, USD 119 million relate to business area Ships
Service Service (all activities in the Maritime Services segment except for technical
/crewing management) mainly to the acquisition of Unitor ASA and Kemetyl. The
goodwill figures are originally calculated in NOK and USD (2018: 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
2019 (analogus for 2018).
USD/NOK
Discount rate
Growth rate
Increase in material cost
Increase in pay and other remuneration
Increase in other expenses
2019
2018
8.77
7.4%
1-5%
1-5%
1-3%
2-4%
8.30
7.6%
1-5%
1-5%
0-3%
0-3%
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.
65
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Note 8 Leases
The IFRS 16 Leasing standard was effective from 1 January 2019. The
standard significantly changed how the group accounts for its lease contracts
for land, buildings and equipment previously accounted for as operating leases.
All leases are brought into the balance sheet increasing the groups assets
and liabilities, in addition to affecting income statement figures. This note
summarizes the impact on the financial reporting of Wilhelmsen group from
implementing the new standard.
The Lease Contracts
The group 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 are presented for these
contracts which previously were reported as operating leases.
Recognition and Measurement Approach on Transition
The group applied 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.
In calculating the present value of lease payments, the group uses the
incremental borrowing rate at the lease commencement date if the interest
rate implicit in the lease is not readily determinable. To arrive at the incremental
borrowing rate the group applies the respective country’s (economic
environment) risk free rate for the term corresponding to the lease term,
adjusted for own credit risk. The right-of-use assets are 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.
• 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.
• 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
The net effect of implementation of IFRS 16 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
Prepayments and currency translation
Differences explained
USD mill
Reconciliation of lease commitment and lease liability
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 at 1 January 2019
220
222
2
2
2
204
16
(1)
15
234
(14)
220
66
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Cont. note 8 Leases
RIGHT-OF-USE-ASSETS
The group leases several assets such as buildings, machinery, equipment and vehicles. The group’s right-of-use assets are categorised and
presented in the table below:
USD mill
2019
Acquisition cost 1.1
Change of estimates
Currency exchange differences
Acquisition cost 31.12
Accumulated depreciation and impairment 1.1
Depreciation
Currency exchange differences
Accumulated depreciation and impairment 31.12
Carrying amount of right-of-use assets 31.12
Lower of remaining lease term or economic life
Depreciation method
Lease liabilities
2019
Undiscounted lease liabilities and maturity of cash outflows
Less than 1 year
1-2 years
2-3 years
3-4 years
4-5 years
More than 5 years
Total undiscounted lease liabilities at 31.12
2019
Summary of the lease liabilities in the financial statements
At initial application 01.01.2019
Cash payments for the principal portion of the lease liability
Cash payments for the interest portion of the lease liability
Interest expense on lease liabilities
Change of estimates
Currency exchange differences
Total lease liabilities at 31.12
Current lease liabilities
Non-current lease liabilities
Buildings and land
Machinery,
equipment and
vehicles
Total
intangible assets
210
(11)
(8)
192
(26)
(1)
(28)
164
12
12
(4)
(4)
8
5-12 years
Linear
3-8 years
Linear
222
(11)
(8)
204
(30)
(1)
(31)
173
Total
(36)
(33)
(30)
(29)
(27)
(63)
(217)
Total
220
(24)
(11)
11
(20)
5
181
27
154
The leases do not contain any restrictions on the group’s dividend policy or financing. The group does not have significant residual value guarantees related to
its leases to disclose.
Summary of other lease expenses recognised in income statement
Variable lease payments expensed in the period
Operating expenses related to short-term leases (including short-term low value assets)
Operating expenses period related to low value assets (excluding short-term leases included above)
Total lease expenses included in other operating expenses
Total
1
6
3
10
67
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 8 Leases
Practical expedients applied
The group leases personal computers, IT equipment and machinery with
contract terms of 1 to 3 years. The group has elected to apply the practical
expedient of low value assets and does not recognise lease liabilities or right-
of-use assets. The leases are instead expensed when they incur. The group has
also applied the practical expedient to not recognise lease liabilities and right-
of-use assets for short-term leases, presented in the table above.
Further, the group has lease commitments, not yet commenced and therefore
not included in the lease liabilities of approximately USD 4 million as of 31
December 2019.
exercised during the last period of the lease terms. The group assesses at the
commencement whether it is reasonably certain to exercise the renewal right.
The option related to headquarter, at Lysaker is removed from right-of-use
assets at 31 December 2019.
Purchase options
The group leases machinery, equipment and vehicles with lease terms of 3 to
5 years. Some of these contracts includes a right to purchase the assets at the
end of the contract term. The group assesses at the commencement whether
it is reasonably certain to exercise the purchase right. All the options are based
on market value.
Extension options
The group’s lease of buildings have lease terms that varies from 5 years to
25 years, and several agreements involve a right of renewal which may be
Subleases
The group has subleased an immaterial part of its redundant office buildings,
classified as an operating lease.
Note 9 Tax
Ordinary taxation
The ordinary rate of corporation tax in Norway is 22% of net profit for 2019
(2018: 23%). 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% (2018: 22%).
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
2019
2018
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 22%
Profit/(loss) before tax
22% tax (2018: 23%)
Tax effect from:
Permanent differences
Non-taxable income
Share of profit 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
(8)
(12)
5
(15)
144
32
7
(19)
(11)
6
15
(10)
(10)
32
12
(86)
(20)
14
(4)
(8)
1
5
(12)
Effective tax rate for the group
10.2%
13.4%
68
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 9 Tax
USD mill
Net deferred tax assets at 01.01
Currency translation differences
Tax charged to equity
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
2019
2018
42
(1)
5
46
57
(11)
46
12
(2)
1
32
42
54
(12)
42
Deferred tax asset and liabilities has been netted in the balance sheet with USD 1 million (2018: USD 6 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 31.12.2018
Through income statement
Charged directly to equity
Currency translations
Deferred tax liabilities at 31.12.2019
At 31.12.2017
Through income statement
Charged directly to equity
Currency translations
Deferred tax liabilities at 31.12.2018
Fixed assets
Other
Total
(13)
1
1
(11)
(16)
3
(13)
(5)
4
(1)
(3)
(2)
(5)
(18)
5
1
(12)
(19)
1
(18)
69
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 9 Tax
USD mill
Deferred tax assets
At 31.12.2018
Through income statement
Charged directly to equity
Currency translations
Deferred tax assets at 31.12.2019
At 31.12.2017
Through income statement
Discontinued operations
Currency translations
Deferred tax assets at 31.12.2018
Non current
assets and
liabilities
Current
assets and
liabilities
Tax losses
carried
forward
19
(14)
1
6
14
4
1
19
25
(12)
(2)
11
(1)
26
25
17
25
42
18
1
(2)
17
Total
60
1
(2)
59
31
31
1
(2)
60
The mainly part of tax loss carry forward is related to entities in Norway and USA,
without expiration of the tax loss carry forward.
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. There are currently no plans to dispose of such companies.
Note 10 Earnings per shares
Earnings per share taking into consideration the number of outstanding shares in
the period. WWH conducted a share buyback program in September 2019. At 31
December 2019 WWH owns a total of 1 823 824 own shares, split on 537 092
A-shares and 1 286 732 B-shares.
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 an average of 45 947 868 shares for
2019 and 46 403 824 shares for 2018.
See note 10 in the parent accounts, for an overview of the largest shareholders
at 31 December 2019.
70
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 11 Pension
Description of the pension scheme
The group’s defined contribution pension schemes for Norwegian employees
are with financial institutions providing solutions based on investment funds.
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.
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.
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 a few countries without deep
markets in such bonds, the market rates on government bonds are used.
In addition, the group has agreements on early retirement. These obligations
are mainly financed from operations.
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.
The group has obligation towards one employee in the group’s senior executive
management. The obligation is mainly covered throgh group annuity policies in
Storebrand.
Number of people covered by pension schemes at 31.12
2019
2018
2019
2018
Funded
Unfunded
In employment
On retirement (inclusive disability pensions)
Total number of people covered by pension schemes
16
140
156
18
146
164
4
26
30
3
27
30
Financial assumptions for the pension calculations:
2019
2018
31.12.2019
31.12.2018
Expenses
Commitments
Discount rate
Anticipated pay regulation
Anticipated increase in National Insurance base amount (G)
Anticipated regulation of pensions
2.70%
2.50%
2.50%
0.10%
2.30%
2.00%
2.00%
0.10%
2.30%
2.00%
2.00%
0.10%
2.70%
2.50%
2.50%
0.10%
USD mill
Pension expenses
Service cost
Net interest cost
2019
2018
Funded
Unfunded
Total
Funded
Unfunded
Total
Cost of defined contribution plan
Net pension expenses
9
9
0
9
10
9
10
1
1
9
10
USD mill
Remeasurements – Other comprehensive income
Total remeasurements included in OCI
2019
2018
(1)
1
71
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 11 Pension
USD mill
Pension obligations
Defined benefit obligation at end of prior year
Effect of changes in foreign exchange rates
Service cost
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
Interest income
Benefit payments from plan
Settlement payments from plan assets
Return on plan assets (excluding interest income)
Gross pension assets 31.12
USD mill
Total pension obligations
Defined benefit obligation
Fair value of plan assets
Net liability (asset)
USD mill
Historical developments
2019
2018
40
1
1
(5)
36
20
1
(1)
(4)
16
45
(2)
1
2
(2)
(2)
(2)
40
22
(1)
(1)
20
2019
2018
Funded
Unfunded
Total
Funded
Unfunded
Total
17
16
1
19
19
36
16
20
20
19
1
19
19
39
19
20
31.12.2019
31.12.2018
31.12.2017
31.12.2016**
31.12.2015
31.12.2014
Gross pension obligations, including payroll tax
Gross pension assets
Net recorded pension obligations
(36)
16
(20)
(40)
20
(20)
(45)
22
(23)
(71)
7
(63)
(73)
6
(67)
(109)
17
(92)
**Net liability at 31.12.2016 and years before includes discontinued operations.
72
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 12 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*
Related party 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
2019
2018
19
19
19
17
19
19
1
23
25
233
1
1
82
317
3
25
28
223
16
216
455
4
19
23
229
2
80
311
23
23
222
21
209
452
*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 and the earn out was paid in
2019.
***Maritime Services has 612 738 (2018: 611 683) cylinders booked as other
tangible asset in the balance sheet, see note 7. The cylinders are valued at USD
112 million (2018: USD 114 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 85 million (2018: USD 77 million).
73
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 13 Receivables
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.
The expected loss rates are based on the payment profiles of sales over
a period of 36 month before 31 December 2019 respectively and the
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.
USD mill
31 December 2019
Expected loss rate
Gross carrying amount – trade receivables
Loss allowance
31 December 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%
216
0
0%
208
0
1%
7
(0)
1%
3
0
3%
7
(0)
20%
10
(2)
57%
7
(4)
21%
12
(2)
ACCOUNT RECEIVABLES
At 31 December 2019, USD 21 million (2018: USD 20 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
2019
2018
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 19 on credit risk.
ACCOUNT PAYABLES
USD mill
Account payables per segment
Maritime Services
Supply Services
Holding and Investments
Total account payables
See note 19 on credit risk.
74
7
7
7
4
4
176
53
3
233
3
8
9
6
(1)
4
159
70
229
2019
2018
197
23
3
223
181
40
1
222
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 14 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.
USD mill
Financial assets to fair value
At 1 January
Acquisition
Reclassified
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)
Survitec UK Ltd.
Hyundai Glovis
Other
Total financial assets to fair value
2019
2018
650
9
2
(20)
34
675
92
18
560
6
675
801
6
(27)
(1)
(13)
(116)
650
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, and listed on the Australian Securities Exchange
(ASX). Following sale of 10 million shares in 2019, Wilhelmsen held 40 million
shares in Qube per 31 December 2019 (2.5% of total). The shares in Qube
serve as collateral for a credit facility. See note 18.
Survitec Group holds market-leading positions worldwide in marine, offshore,
defence and aerospace survival technology. Changes in fair value of the
investment in Survitec has been recognised through the income statement.
While Wilhelmsen retains a 20% ownership in Survitec, the investment is
recognised with a fair value of nil end of December 2019.
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 2019, Treasure ASA group held 4.5 million
shares in Glovis (12.04% of total). Treasure ASA is listed on the Oslo Stock
Exchange.
75
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Note 15 Inventories
USD mill
Inventories
Raw materials
Goods/projects in process
Finished goods/products for onward sale
Others
Total inventories
Obsolescence allowance, deducted above
Note 16 Current financial investments
USD mill
Market value current financial investments
Equities
Bonds
Total current financial investments
2019
2018
7
2
73
1
82
2
7
2
65
74
3
2019
2018
57
44
102
42
45
88
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 at 31.12
10
4
The parent company’s portfolio of financial investments USD 102 million is held as collateral within a securities’ finance facility. See note 18.
Note 17 Cash, restricted bank deposits and undrawn credit facilities
USD mill
Payroll tax withholding account
2019
2018
1
1
Companies that do not have payroll tax withholding account use bank guarantees. As per 31.12.2019 total guarantees amounted to USD 6.3 million (2018:
USD 2.6 million).
Committed undrawn credit facilities
299
364
Committed undrawn credit facilities are key part of the liquidity reserve, amounting to USD 299 million at 31.12.2019 (2018: USD 364 million).
Cash and cash equivalents
Banks
Total cash and cash equivalents
153
153
140
140
The group has cash pool arrangements within each segments and this is
presented as cash and cash equivalents. WWH ASA (Holding and Investment
segment) owns and operates a multicurrency cash pool with a header-account
in NOK, comprising of subsidiaries registered in Norway. WMS AS (Maritime
Services segment) owns and operates a multicurrency cash pool with a
header-account in USD, comprising of subsidiaries in Europe, Asia-Pacific
and North America. NorSea Group AS (Supply Services segment) owns and
operates a multicurrency cash pool with a header-account in NOK, comprising
of subsidiaries in Norway, Denmark, Germany and U.K.
76
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Note 18 Interest-bearing debt
USD mill
Interest-bearing debt
Bank and mortgages loan
Leasing debt
Total interest-bearing debt
Book value of collateral, mortgaged and leased assets:
Financial assets to fair value, current financial investments
Assets Supply Services
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
2019
2018
19
14/16
19
494
181
675
193
411
605
92
40
40
251
252
675
533
533
175
461
636
85
27
22
217
182
533
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 2019.
USD mill
The group net interest-bearing debt
Non current interest-bearing debt
Non current lease liabilities
Current interest-bearing debt
Current lease liabilities
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
2019
2018
429
154
65
27
675
153
102
419
98
98
27
71
16
4
4
448
85
533
140
88
306
86
86
21
65
77
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Cont. note 18 Interest-bearing debt
USD mill
Guarantee commitments
Guarantees for group companies
Total
The carrying amounts of the group’s bank loan are denominated in the following currencies
USD
NOK
DKK
Total
See otherwise note 19 for information on financial derivatives (currency hedges) relating to interest-bearing debt.
2019
2018
55
55
198
285
10
494
34
34
197
322
14
533
USD mill
Net debt
Cash and cash equivalents
Liquid investments*
Borrowings – repayable within one year**
Borrowings – repayable after one year**
Net debt
Note
2019
2018
153
102
(92)
(583)
(419)
140
88
(85)
(448)
(306)
*Liquid investments are investment grade bonds and liquid equities traded
in active markets. These assets are held at fair value recognized through the
income statement.
**Interest-bearing debt is exposed to movements in floating interest rates in
USD and NOK. Material parts of the interest rate risk in the NOK-denominated
debt is hedged within the Supply Services segment.
Other assets
Liabilites from financing activities
Cash/
bank
overdrafts
Liquid
invest-
ments
Finance
leases
due within
1 year
Finance
leases
due after
1 year
Borrow.
due
within
1 year
Borrow.
due
after
1 year
Total
financing
activities
140
140
13
1
(1)
153
167
2
(29)
140
88
88
27
(4)
(10)
102
101
2
(8)
(6)
88
1
27
28
(1)
27
2
(1)
10
193
203
(10)
(24)
(15)
154
9
1
85
437
85
119
(136)
(3)
65
106
8
(26)
(2)
437
(109)
93
8
429
483
(5)
(31)
(10)
534
220
754
(68)
6
(18)
675
601
2
(58)
(12)
1
10
85
437
534
(306)
Total
(306)
(220)
(526)
108
(9)
7
(419)
(333)
30
3
(6)
USD mill
Net debt 31.12.2018
Implementation of IFRS 16
Net debt 01.01.2019
Reclass
Cash flows
Foreign exchange adjustments
Other non-cash movements
Net debt 31.12.2019
Net debt 01.01.2018
Reclass
Cash flows
Foreign exchange adjustments
Other non-cash movements
Net debt 31.12.2018
78
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 19 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 gain/(loss)
Net currency gain/(loss) – Operating currency
Net currency gain/(loss) – Financial currency
Currency derivatives – realised
Currency derivatives – unrealised
Net financial – currency gain/(loss)
Through other comprehensive income
Currency translation differences through other comprehensive income
Total net currency effect
Note
2019
2018
1
7
(10)
(10)
4
(8)
(2)
(11)
(4)
(3)
(2)
(15)
(23)
(57)
(79)
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.
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:
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 22% that equals the Norwegian tax rate)
(10%)
(5%)
0%
5%
10%
7.90
21
1.01
(12)
1.22
8
8.33
11
1.07
(5)
1.29
3
8.77
1.12
1.36
9.21
(12)
1.18
5
1.43
(3)
9.65
(25)
1.23
9
1.50
(7)
79
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 19 Financial risk
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.
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
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 2019.
2019
2018
23
12
46
67
148
12
23
125
161
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.
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 2019, the group has
no material exposure subject to interest rate risk.
2019
2018
Assets
Liabilities
Assets
Liabilities
6
6
10
10
16
0
1
1
1
7
7
12
2
14
21
0
0
0
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
80
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 19 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 22% that equals the Norwegian tax rate)
Below table summarizes the equity market sensitivity towards the market value
of all listed equities held:
(20%)
(91)
(10%)
(46)
0%
10%
46
20%
91
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 13.
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
2019 (analogous for 2018).
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 18 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
2019
2018
12
12
16
12
12
17
1
233
44
25
82
153
537
229
45
23
80
140
516
81
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 19 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.
At 31 December 2019, the group had in excess of USD 347 million (2018: USD
317 million) in cash, investment grade bonds and listed equities (cash and cash
equivalents, current financial investments and investment in Qube Holding
Limited), in addition to USD 299 million (2018: USD 364 million) in committed
undrawn credit facilities.
USD mill
Undiscounted cash flows financial liabilities 2019
Mortgages
Finance lease liabilities
Bank loan
Financial derivatives
Interest due
Total undiscounted cash flow financial liabilities
Current liabilities (excluding next year's instalment on interest-bearing debt)
Total gross undiscounted cash flows financial liabilities 31.12.2019
Undiscounted cash flows financial liabilities 2018
Mortgages
Finance lease liabilities
Bank loan
Financial derivatives
Interest due
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
Less than
1 year
Between 1
and 2 years
Between 2
and 5 years
Later than
5 years
42
27
23
16
27
134
374
508
59
3
23
21
21
127
271
399
25
25
25
75
75
23
3
21
47
47
48
23
198
62
332
332
37
5
197
63
302
302
157
106
3
266
266
182
182
182
82
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 19 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.
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.
CAPITAL RISK MANAGEMENT
The group’s overall policy is to maintain a strong capital base to maintain
investor, creditor and market confidence and to sustain future business
development. 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 are revised by the board of directors.
• 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 31.12.2019
Mortgages
Finance lease liabilities
Bank loan
Total interest-bearing debt 31.12.2018
Note
Fair value
Book value
273
181
224
677
302
11
223
536
273
181
221
675
302
11
220
533
18
18
83
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Cont. note 19 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 derivatives
Financial assets to fair value
Total financial assets 31.12.2019
Financial liabilities at fair value
Financial derivatives
Total financial liabilities 31.12.2019
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
USD mill
Changes in level 3 instruments
Opening balance 01.01
Acquisition
Transfer to level 3
Return of capital
Gains and losses recognised through income statement
Closing balance 31.12
Level 1
Level 2
Level 3
Total
58
44
655
757
(1)
0
42
45
611
699
0
1
1
(16)
(16)
0
21
21
20
20
0
38
38
0
58
44
1
675
778
(16)
(16)
42
45
650
737
21
21
2019
2018
38
6
1
(25)
20
94
6
(1)
(60)
38
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 2019 are liquid investment grade bonds and
listed equities (analogous for 2018).
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.
84
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 19 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 31.12.2019
Liabilities
Non current interest-bearing debt
Current interest bearing liabilities
Current financial derivatives
Other non current liabilities
Other current liabilities
Liabilities 31.12.2019
Assets
Other non current assets
Financial asset to fair value
Current financial investments
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
Note
12
14
16
12
12
17
Note
18
18
12
12
12
Note
12
14
16
12
17
Note
18
18
12
12
12
Financial
assets at
amortised
cost
Fair value
through
the income
statement
Other
Total
315
153
468
7
675
102
1
785
17
1
18
Liabilites
at fair
value throug
the income
statement
Other financial
liabilites at
amortised
cost
583
92
439
1 114
16
25
41
25
675
102
1
316
153
1 272
Total
583
92
16
25
439
1 155
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
432
965
21
23
44
23
650
88
311
140
1 211
Total
448
85
21
23
432
1 009
85
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 20 Operating lease commitments
IFRS 16 was implemented 1 January 2019. Operating lease commitments
related to Strandveien 20 including storage and parking, are a part of right-of-
use assets 1 January 2019. See Note 8.
31 December 2018
In the Supply Services segment the group has lease agreements for variuos
properties on operating leases. The rental agreements are subject to varying
lifespan with the longest agreement ending on 1 July 2064.
In addition the group had:
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
21
21
21
21
121
204
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.
86
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Note 21 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 at 31
December 2019.
Remuneration to Mr Wilhelm Wilhelmsen for 2019 totalled USD 93 thousand
(2018: USD 101 thousand) whereof USD 85 thousand (2018: USD 92
thousand) was consulting fee and USD 9 thousand (2018: USD 9 thousand) in
nomination committee for Wilh. Wilhelmsen Holding ASA and Treasure ASA.
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
parties in WalWil ASA group, Maritime Services, Supply Services and Holding
and Investments segment in 2019 and 2018. All transactions are entered into
market terms. The services are:
• Ship management including crewing, technical and management service
• Agency services
• Freight and liner services
• Marine products
• Shared services
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
Lysaker, Norway
Fjell, Norway
37.80%
50.00%
Wallenius Wilhelmsen ASA, through its operating companies, is the market
leader in the finished vechicle logistics segment, offering ocean transportation
and landbased vechicle logistics solutions.
Coast Center Base AS in the Supply Services segment delivers IT project,
administration and handling services and the transactions are based on
market terms.
USD mill
Note
2019
2018
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
Maritime Services
Non current assets to related party
18
7
1
26
2
2
2
2
6
1
7
14
14
16
6
22
2
2
1
1
4
8
12
19
19
87
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 22 Subsidiaries with material non-controlling interests
NorSea Group AS
Treasure ASA*
Business office/country
Voting/control share
2019
Tananger, Norway
Lysaker, Norway
75.15%
73.46%
*During 2019, Treasure ASA liquidated 2.200.000 own shares and had 465.000 own shares at 31 December 2019.
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.
NorSea Group AS
Treasure ASA
2019
2018
2019
2018
497
69
565
362
120
482
84
246
4
1
6
4
1
21
15
(45)
(9)
552
119
671
286
180
466
206
285
15
2
17
4
1
46
(30)
7
23
560
4
563
0
563
14
48
48
13
2
11
(9)
1
523
2
525
525
13
(43)
(43)
(12)
2
11
(10)
(0)
2019
2018
17
(1)
16
(7)
2
(6)
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 for the period to NCIs
88
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 23 Contingencies
Coast Center Base AS (CCB), 50% owned by NorSea Group, lost a floating
dock 26 November 2018. The dock is considered lost and the fair value was
nil by 31 December 2019. CCB has made an accrual to cover costs related
to a salvage operation. Local authorities have issued their conclusion,
implicating lower accruals. However, as the matter has been appealed by other
authorities, the company has decided to keep the accrual untill a final decision
has been made.
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 24 Events after the balance sheet date
The recent outbreak of Coronavirus has already and will continue to affect
economic conditions and the demand for Maritime and Supply services
regionally as well as globally and otherwise impact the group’s operations and
the operations of the group’s customers, suppliers and other stakeholders.
Governments in affected countries are imposing travel bans, quarantines and
other emergency public health measures. Those measures, though temporary
in nature, may continue and increase depending on developments in the
virus’ outbreak. As a result of these measures, the group operations located
in regions affected by Coronavirus may be negatively affected.
Hyundai Glovis and Qube Holding have declined significantly compared to year
end 2019 and the parent liquid portfolio investments has declined in line with
the nordic stock market.
The ultimate severity of the Coronavirus outbreak is uncertain at this time
and therefore we cannot predict the impact it may have on the group’s future
operations and the health of our employees, which could be material and
adverse.
Investments in the Holding and Investment segment are adversely impacted.
The share price of WalWil has dropped significantly and this is considered to be
an impairment indicator for the investment in the company. The share price of
No other 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.
89
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Responsible
partner
Doing the right things the right way is the foundation of our
governing elements and culture, and we have the same expectation
of our partners and suppliers. To encourage this, our approach is
to work consistently on business standards; actively managing and
encouraging suppliers on their working conditions and business
standards; and partnering with other serious actors to lift the standards
in the industry. Our work in the Maritime Anti-corruption network
(MACN) is one of the ways how we amplify our impact on the fight
against corruption.
4
Accounts and
notes – parent
company
Income statement Wilh. Wilhelmsen Holding ASA
NOK thousand
Operating income
Operating expenses
Employee benefits
Operating expenses
Depreciation
Total operating expenses
Operating loss
Financial income/(expenses)
Net financial income
Net financial expenses
Financial income/(expenses)
Profit before tax
Tax income
Profit for the year
Transfers and allocations
To equity
Proposed dividend
Interim dividend paid
Total transfers and allocations
Note
2019
2018
1
2
1
3
1
1
5
10
10
10
21 957
23 899
(84 060)
(39 938)
(6 052)
(75 446)
(45 375)
(2 266)
(130 049)
(123 086)
(108 093)
(99 187)
641 059
(86 618)
554 441
428 285
(8 231)
420 054
446 348
320 866
26 919
473 268
38 265
359 131
272 658
89 160
111 450
473 268
150 464
116 010
92 658
359 131
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
2019
2018
473 268
359 131
10/11
(5 977)
467 290
3 200
362 332
Notes 1 to 17 on the next pages are an integral part of these financial statements.
94
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Balance sheet Wilh. Wilhelmsen Holding ASA
NOK thousand
ASSETS
Non current assets
Deferred tax asset
Intangible assets
Tangible assets
Property lease assets
Investments in subsidiaries and associates
Sub lease receivable
Other non current assets
Total non current assets
Current assets
Current financial investments
Trade and other receivables
Sub lease receivable
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
Property lease liabilities
Other non current liabilities
Total non current liabilities
Current liabilities
Public duties payable
Trade and other payables
Current portion of property lease liabilities
Other current liabilities
Total current liabilities
Total equity and liabilities
Note
31.12.2019
31.12.2018
5
3
3
4
6
4/15
7
8/9
7
4/15
7/9/15
9
10
10
10
11
4
7
7
4
7/12/15
68 198
3 884
10 549
20 871
42 398
2 486
11 402
4 859 064
4 872 004
166 833
27 000
5 129 397
4 955 291
896 979
7 984
33 650
234 805
205 737
1 379 155
6 508 552
761 231
11 924
399 768
81 190
1 254 112
6 209 403
928 076
(36 476)
928 076
4 904 330
4 845 902
5 795 930
5 773 979
50 038
184 901
1 548
236 487
5 309
4 852
37 292
428 682
476 135
40 856
34 350
75 206
6 756
5 273
348 190
360 219
6 508 552
6 209 403
Lysaker 31 March 2020
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler
chair
Trond Westlie
Carl Erik Steen
Notes 1 to 17 on the next pages are an integral part of these financial statements.
Irene Waage Basili
Thomas Wilhelmsen
group CEO
95
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Cash flow statement Wilh. Wilhelmsen Holding ASA
NOK thousand
Note
2019
2018
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
Repayment of financial sub lease
Loans from subsidiaries, cash pool
Loans granted to subsidiaries
Proceeds from sale of financial investments
Current financial investments
Dividend/ group contribution from group companies
Dividend received from financial assets
Paid witholding tax dividend portfolio management
Interest received
Net cash flow from investing activities
Cash flow from financing activities
Proceeds from issue of debt
Repayment of financial lease debt
Interest paid
Purchase of own shares
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
3/4
3
3
6
7/15
4
9
1
4
10
10
446 348
(554 441)
6 052
1 519
(6 898)
320 866
(420 054)
2 266
(274)
64
4 467
(20 561)
(107 420)
(113 226)
(2 421)
(13 060)
78 760
30 802
98 729
198 574
(263 774)
619 094
16 535
(2 651)
13 616
774 205
(34 136)
(16 567)
(264 075)
(227 460)
(542 237)
124 547
81 190
205 737
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
The company has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities.
Notes 1 to 17 on the next pages are an integral part of these financial statements.
96
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
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
Interest income financial sublease
Dividend/group contribution from associates and subsidiaries
Net currency gain
Net financial income
Financial expenses
Interest expenses
Interest expenses financial lease
Impairment investment in subsidiaries
Other financial items
Net currency (loss)
Net financial expenses
Net financial income
Note
2019
2018
15
15
2
8
15
15
346
21 611
21 957
(13 457)
(5 915)
(8 380)
(2 491)
(2 917)
(6 778)
1 817
21 809
274
23 899
(18 262)
(4 356)
(12 379)
(5 033)
(2 977)
(2 368)
(39 938)
(45 375)
108 092
3 410
10 462
519 094
641 059
(5 920)
(11 485)
(60 000)
(1 996)
(7 217)
(86 618)
(60 198)
2 609
473 000
12 874
428 285
(6 166)
(2 066)
(8 231)
554 441
420 054
97
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 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
2019
Group CEO
Group CFO
2018
Group CEO
Group CFO
*Mainly related to gross up pension expenses and company car.
Board of directors
Remuneration of the five directors totalled NOK 2 500 thousand for 2019 (2018:
NOK 2 150 thousand). The board’s remuneration for the fiscal year 2019 will be
approved by the general assembly 29 April 2020.
Remuneration of the nomination committee totalled NOK 100 thousand for
2019 (2018: NOK 85 thousand).
Senior executives
Thomas Wilhelmsen – group CEO
Christian Berg – group CFO
2019
2018
58 501
9 552
11 720
4 287
84 060
47 578
10 856
11 105
5 908
75 446
34
35
Pay
Bonus
Pension
premium
*Other
remuneration
5 003
3 529
4 870
3 381
1 977
940
2 032
431
1 842
446
1 903
444
1 696
460
Total
8 939
4 404
10 385
5 228
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 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.
Loans and guarantees employees
There were no loan or guarantees to employees per 31.12.2019.
98
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 2 Employee benefits
SHARES OWNED OR CONTROLLED BY REPRESENTATIVES OF WILH. WILHELMSEN HOLDING ASA AT 31 DECEMBER 2019
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
301
750
22 850
301
20 880 114
2 302 444
23 182 558
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%
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 2019, a provision has been made related to the LTI
programme ending on 31 December 2020. Potential payment will be done in
March 2021, pending approval from the board of directors. The provision has
been calculated based on value adjusted equity per 31 December 2019, risk
free return and standard deviation of historic annual value creation.
EXPENSED AUDIT FEE (excluding VAT)
NOK thousand
Statutory audit
Other service fees
Total expensed audit fee
2019
2018
545
74
619
535
277
811
99
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 3 Intangible and tangible assets
NOK thousand
2019
Cost 01.01
Additions
Cost 31.12
Accumulated depreciation 01.01
Depreciation/amortisation
Accumulated depreciation 31.12
Intangible
assets
Buildings
Other tangible
assets
Total
6 180
2 421
8 601
(3 693)
(1 024)
(4 717)
10 582
9 084
10 582
9 084
(3 021)
(423)
(3 444)
(5 243)
(430)
(5 674)
25 846
2 421
28 267
(11 957)
(1 878)
(13 835)
Carrying amounts 31.12
3 884
7 138
3 411
14 432
Depreciation/amortisation intangible and tangible assets
Depreciation of finance lease assets
Total depreciation 2019
2018
Cost 01.01
Additions
Disposals
Cost 31.12
Accumulated depreciation 01.01
Depreciation/amortisation
Disposals
Accumulated depreciation 31.12
(1 878)
(4 174)
(6 052)
25 577
719
(450)
25 846
(10 119)
(2 266)
428
(11 957)
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)
Carrying amounts 31.12
2 486
7 562
3 841
13 889
Useful life
Amortisation/depreciation schedule
Up to 3 years
Up to 25 years
3-10 years
Straight-line
Straight-line
Straight-line
100
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 4 Lease
The new IFRS 16 Leasing standard was effective from 1 January 2019. The
standard will significantly change how the company accounts for its lease
contracts for land and building 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.
THE LEASE CONTRACTS
The company has leases related to property and land. The main part of the
leasing liability refer to headquarter and parkingplaces. The external lease of
headquarter is subleased to group company. The right-of-use assets related to
internal lease of the company’s location in Strandveien 20. All lease contracts
previously were reported as operating leases.
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.
1 January 2019, the lease liabilities were measured at the present value of
remaining lease payments, discounted using the incremental borrowing rate at
such date. The right-of-use assets were 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.
• 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.
• Non-lease components shall be separated from the lease agreements, the
company applied a materiality threshold when evaluating separation.
IMPLEMENTAION EFFECT
Impact on equity
The net effect on implementation of IFRS 16 as at January 1, 2019 is presented
below.
NOK thousand
Note
Total
Lease liability at 1 January 2019
Deferred income related to house agreement (net after tax)
Right-of-use asset at 1 January 2019
Sub lease group companies
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
NOK thousand
Material operating lease commitment as at 31 December 2018
Operating lease commitment as at 31 December 2018 (not included in material operating lease committment)
Option periods previously reported as lease commitments
Undiscounted lease liabililty
Effect of discounting lease commitment to net present value
Lease liability at 1 January 2019
Summary of the lease liabilities in the financial statements
At initial application 01.01.2019
Cash payments for the principal portion of the lease liability
Cash payments for the interest portion of the lease liability
Cash repayments for the interest portion of the sublease receivable
Interest income on sublease receivable
Interest expense on lease liabilities
Lease liability at 31. December 2019
Movement schedule for lease liability
2019
Financial lease debt
Repayment current year
Total financial lease debt 31.12
Non current lease debt
Current lease debt
Total financial lease debt 31.12
The property and parking places are sub leased to the subsidiary WilService
10
Note
13
External
256 329
(34 136)
222 193
184 901
37 292
222 193
(256 329)
(19 345)
25 045
231 284
(19 345)
(19 345)
(19 345)
Total
385 429
2 663
(103 608)
284 484
(28 155)
256 329
256 329
(34 136)
(11 485)
10 462
(10 462)
11 485
222 193
Total
256 329
(34 136)
222 193
184 901
37 292
222 193
101
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note
Total
231 284
(30 802)
200 482
166 833
33 650
200 482
Note
Property
25 045
25 045
(4 174)
(4 174)
20 871
3
Cont. note 4 Lease
NOK thousand
Sub lease receivable 1.1.
Repayment of sub lease receivable
Sub lease receivable 31.12
Non current sub lease receivable
Current sub lease receivable
Total financial sub lease receivable 31.12
NOK thousand
2019
Right of use assets 1.1.
Right of use assets cost 31.12
Depreciation
Accumulated depreciation 31.12
Carrying amounts 31.12
The company has no other lease contracts.
102
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Note 5 Tax
NOK thousand
Allocation of tax income
Payable tax/withholding tax
Change in deferred tax
Total tax income
Basis for tax computation
Profit before tax
22% tax (2018: 22%)
Tax effect from
Net permanent differences
Withholding tax
Change in different tax rate
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 (IFRS16 implementation)
Charge to equity (tax of OCI)
Change of deferred tax through income statement
Deferred tax asset/(liability) 31.12
2019
2018
(2 651)
29 570
26 919
(2 436)
40 702
38 265
446 348
98 197
320 866
73 799
(127 766)
(115 409)
2 651
2 436
907
(26 919)
(38 265)
820
(5 560)
8 041
64 897
68 198
42 398
(5 456)
1 686
29 570
68 198
713
(337)
4 363
37 659
42 398
2 653
(956)
40 702
42 398
Note 6 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
2019
Book value
2018
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
73.5%
1 043 967
1 043 967
100%
100%
100%
100%
51%
100%
1 264 440
1 264 440
1 550
17 550
1 405 014
1 405 014
3 622
9 499
8
3 622
6 439
8
4 859 064
4 872 004
*At 31.12.2019 Treasure ASA had 465 000 own shares (31.12.2018: 1 450 000 own shares).
**Wilservice AS: Issue of new share capital with NOK 44 000 thousand and impairment of NOK 60 000 thousand due to accumulated loss.
***WilNor Governmental Services AS: Capital increase of NOK 3 060 thousand.
103
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Note 7 Combined items, balance sheet
NOK thousand
OTHER NON CURRENT ASSETS
Sub lease to group company
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/ sublease to subsidiary and associates
Total other non current assets due after one year
OTHER CURRENT ASSETS
Group Contribution
Cash pool intercompany receivables
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
OTHER CURRENT LIABILITIES
Next year's instalment on interest-bearing debt
Proposed dividend
Cash pool intercompany payables
Other current liabilities
Total other current liabilities
Note
2019
2018
4
14/15
166 833
166 833
27 000
27 000
4/14/15
166 833
166 833
27 000
27 000
15
9/15
14/15
12
10
9/15
200 000
300 000
26 053
8 752
14 007
85 760
234 805
399 768
1 548
1 548
34 350
34 350
200 000
89 160
119 548
19 974
428 682
200 000
116 010
32 181
348 190
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 14.
Note 8 Current financial investments
NOK thousand
Market value asset management portfolio
Equities
Bonds
Other financial derivatives
Total current financial investments
2019
2018
505 379
388 108
3 491
896 979
366 707
393 522
1 002
761 231
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 at 31.12
83 988
32 714
The portfolio of financial investments is held as collateral within a securities’ finance facility. See note 12.
104
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Note 9 Restricted bank deposits and undrawn committed drawing rights
NOK thousand
Restricted bank deposits
Payroll tax withholding account
2019
2018
4 331
The parent company has a bank guarantee for the payroll tax. Per 31 December 2019 the guarantee amounted to NOK 7 000 thousand.
NOK thousand
Undrawn committed drawing rights
2019
2018
Undrawn committed drawing rights for 31 December
1 118 318
1 000 149
NOK thousand
Cash and cash equivalents
Banks
Total Cash and cash equivalents
2019
205 737
205 737
2018
81 190
81 190
WWH ASA has during 2019 established a cash pool with the Norwegian subsidiaries. WWH ASA is the owner of the cash pool. Bank balances in subsidiaries are
presented as intercompany receivable/ payable in the parent financial statements. The cash pool covers following currencies; NOK, USD, EUR, SEK, GBP, JPY, AUD
and DKK. No credit line related to the cash pool.
Note 10 Equity
NOK thousand
Current year's change in equity
Equity 31.12.2018
Implementation of IFRS16
Interim dividend paid
Proposed dividend
Profit for the year
Comprehensive income for the year
Purchase of own shares
Equity 31.12.2019
NOK thousand
2018 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
Note
Share capital
Own shares
Retained earnings
Total
928 076
4 845 902
5 773 979
4
19 345
(111 450)
(89 160)
473 268
(5 977)
(227 599)
4 904 330
19 345
(111 450)
(89 160)
473 268
(5 977)
(264 075)
5 795 930
928 076
(36 476)
(36 476)
Share capital
Own shares
Retained earnings
Total
930 076
(2 000)
4 692 238
5 620 314
(92 658)
(116 010)
359 131
3 200
(92 658)
(116 010)
359 131
3 200
4 845 902
5 773 979
(2 000)
928 076
2 000
0
At 31 December 2019 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 company conducted a share buyback program in September 2019. At 31
December 2019 the company owns a total of 1 823 824 own shares, split on
537 092 A-shares and 1.286.732 B-shares. The total purchase price of these
shares was NOK 264 075 125.
Dividend
The proposed dividend for fiscal year 2019 is NOK 2.00 per share, payable
in the second quarter 2020. A decision on this proposal will be taken by the
annual general meeting on 29 April 2020.
Dividend for fiscal year 2018 was NOK 5.00 per share, where NOK 2.50 per share
was paid in May 2019 and NOK 2.50 per share was paid in November 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.
105
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 10 Equity
The largest shareholders at 31 December 2019
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%
1 228 081
733 146
268 394
537 092
1 084 140
563 125
363 010
389 620
370 400
593 349
126 875
512 436
478 064
464 800
79 965
253 604
326 424
319 329
108 461
1 558 818
1 286 732
642 349
598 049
387 330
285 227
236 000
415 630
5 190
193
276 636
101 000
2 920
312 281
181 978
1 961 227
1 827 212
1 823 824
1 726 489
1 161 174
750 340
674 847
606 400
593 349
542 505
517 626
478 257
464 800
356 601
354 604
329 344
319 329
312 281
290 439
4.23%
3.94%
3.93%
3.72%
2.50%
1.62%
1.45%
1.31%
1.28%
1.17%
1.12%
1.03%
1.00%
0.77%
0.76%
0.71%
0.69%
0.67%
0.63%
3.56%
0.78%
1.56%
3.14%
1.63%
1.05%
1.13%
1.07%
1.72%
0.37%
1.48%
1.38%
1.35%
0.23%
0.73%
0.95%
0.92%
0.00%
0.31%
5 685 193
2 562 209
8 247 402
34 537 092
11 866 732
46 403 824
17.77%
100.00%
16.46%
100.00%
Shares on foreigners hands
At 31 December 2019 - 4 692 307 (13.59%) A shares and 2 749 662 (23.17%) B shares.
Corresponding figures at 31 December 2018 - 5 150 032 (14.11%) A shares and 2 838 453 (23.92%) B shares.
106
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 11 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.
The company has obligation towards one employee in the company’s senior
executive management. The obligation is mainly covered via group annuity
policies in Storebrand.
Pension costs and obligations includes 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 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.
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
2019
2018
2019
2018
Funded
Unfunded
In employment
On retirement (inclusive disability pensions)
Total number of people covered by pension schemes
1
1
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
2019
2018
31.12.2019
31.12.2018
2.70%
2.50%
2.50%
0.10%
2.30%
2.00%
2.00%
0.10%
2.30%
2.00%
2.00%
0.10%
2.70%
2.50%
2.50%
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.
107
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
2019
2018
Funded
Unfunded
Total
Funded
Unfunded
Total
1 637
69
7 364
9 070
1 756
894
3 393
963
7 364
1 643
141
8 506
54
761
1 697
902
8 506
2 650
11 720
10 290
815
11 105
2019
2018
2 336
4 718
609
7 663
1 686
5 977
(4 647)
2 492
(2 001)
(4 156)
(956)
(3 200)
2019
2018
89 256
3 393
2 258
(3 962)
(34 039)
2 336
4 718
63 960
48 400
1 294
2 022
(2 526)
(34 039)
(620)
(609)
13 922
7 663
(1 686)
5 977
91 698
1 697
1 978
(3 962)
(4 647)
2 492
89 256
46 750
1 076
1 699
(2 526)
(548)
1 949
48 400
(4 103)
903
(3 200)
Cont. note 11 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
Settlement payments from plan assets
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
Settlement payments from plan assets
Administrative expenses paid from plan assets
Return on plan assets (excluding interest income)
Gross pension assets 31.12
Other comprehensive income
Gross pension other comprehensive income
Tax effect
Net equity effect
108
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Cont. note 11 Pension
NOK thousand
Funded
Unfunded
Total
Funded
Unfunded
Total
2019
2018
Specification of funded and unfunded obligation
Service cost
Defined benefit obligation
Fair value of plan assets
Net liability
1 637
23 644
13 922
9 722
1 756
40 316
40 316
3 393
63 960
13 922
50 038
1 643
51 730
48 400
3 330
54
37 526
37 526
1 697
89 256
48 400
40 856
Premium payments in 2020 are expected to be NOK 8.1 million (2019: NOK 5.1 million). Payments from operations are estimated at NOK 2.4 million (2019: NOK 2.2 million).
NOK thousand
Historical developments
Gross pension obligations, including payroll tax
Gross pension assets
Net recorded pension obligations
Note 12 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
31.12.2019
31.12.2018
63 960
13 922
50 038
89 256
48 400
40 856
2019
2018
200 000
200 000
200 000
200 000
200 000
200 000
200 000
200 000
893 488
761 352
The parent company had in addition undrawn revolving facilities at 31
December 2019. 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 2019 (analougue for 31 December 2018).
FINANCIAL RISK
See note 14 to the parent accounts and note 19 to the group accounts
for further information on financial risk, and note 18 to the group accounts
concerning the fair value of interest-bearing debt.
Note 13 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.
The operating lease commitments are from 1 January a part of IFRS 16 implementation. See Note 4.
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
109
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Note 14 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
2019
Interest-bearing debt
Bank loan
Total interest-bearing debt 31.12
2018
Interest-bearing debt
Bank loan
Total interest-bearing debt 31.12
Fair value
Carrying amount
200 000
200 000
200 000
200 000
200 000
200 000
200 000
200 000
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 2019 and 2018 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 2019
– Bonds
– Equities
– Financial derivatives
Total assets 31.12
Financial liabilities fair value through income statement 2019
– Financial derivatives
Total liabilities 31.12
388 108
505 379
893 488
3 491
3 491
0
0
388 108
505 379
3 491
896 979
0
0
0
110
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Cont. note 14 Financial risk
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
393 522
366 707
760 229
0
1 002
1 002
(13 113)
(13 113)
0
0
Financial instruments by category
Assets
Sub lease receivable non current
Current financial investments
Financial derivatives
Sub lease receivable
Other current assets
Cash and cash equivalent
Assets at 31.12.2019
Liabilities
Property lease liabilities non current
Financial derivatives
Current interest-bearing debt
Current portion of property lease liabilities
Other current liabilities
Liabilities 31.12.2019
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
See note 19 to the group financial statement for further information about the group risk factors.
393 522
367 709
761 231
(13 113)
(13 113)
Total
166 833
893 488
3 491
33 650
234 805
205 737
Total
184 901
200 000
37 292
228 682
650 875
Total
27 000
761 352
399 768
81 190
4
8
8
4
7
Note
4
8
7
4
7
Note
7
8
7
Note
7
7
7
896 979
1 538 003
Note
Financial assets at
amortised cost
Fair value through
income statement
893 488
3 491
166 833
33 650
234 805
205 737
641 024
Other financial
liabilities at
amortised cost
Fair value through
income statement
184 901
200 000
37 292
228 682
650 875
0
Loans and
receivables
Assets at fair
value through the
income statement
27 000
399 768
81 190
507 958
761 352
761 352
1 269 309
Other financial
liabilities at
amortised cost
Assets at fair
value through the
income statement
200 000
143 775
343 775
13 113
13 113
Total
13 113
200 000
143 775
356 888
111
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Note 15 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 at 31 December 2019.
Shares owned or controlled by related party of Wilh. Wilhelmsen Holding ASA at 31 December 2019
Name
A shares
B shares
Total
Part of
total shares
Part of
voting stock
Family Wilhelm Wilhelmsen
20 880 114
2 302 444
23 182 558
49.96%
60.46%
Wilhelm Wilhelmsen has in 2019 received remuneration of NOK 750 thousand
(2018: NOK 750 thousand) in consulting fee and NOK 75 thousand (2018: NOK
70 thousand) in nomination committee for Wilh. Wilhelmsen Holding ASA and
Treasure ASA.
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 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
2019
2018
OPERATING REVENUE FROM GROUP COMPANIES
WalWil group
Maritime Services
Holding and Investments
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
FINANCIAL EXPENSES TO GROUP COMPANIES
Maritime Services
Holding and Investments
Financial expenses to 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
112
3 283
13 681
4 499
147
21 611
(4 070)
(9 387)
(13 457)
4 912
13 083
3 814
21 809
(3 547)
(14 715)
(18 262)
300 002
243 673
543 674
425 000
49 860
474 860
(19)
(2 498)
(2 517)
4 132
3 603
222
7 958
(196)
(94)
(290)
0
9 406
1 333
272
11 010
(1 844)
(1 844)
1
1
1
1
7
7
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Cont. note 15 Related party transaction
NOK thousand
Cash pool receivables
Maritime Services
Holding and Investments
Cash pool receivables from group company
Cash pool payables
Maritime Services
Holding and Investments
Cash pool payables to group company
NON CURRENT LOAN TO GROUP COMPANIES
Holding and Investments
Non current loan to group companies
CURRENT LOAN TO GROUP COMPANIES
Holding and Investments
Current loan to group companies
NON CURRENT SUBLEASE TO GROUP COMPANIES
Holding & Investment - Wilservice AS
Non current sublease to group companies
CURRENT SUBLEASE TO GROUP COMPANIES
Holding and Investments - Wilservice AS
Current sublease to group companies
Note
2019
2018
9
9
7
7
4
4
18 836
7 217
26 053
(119 548)
(119 548)
0
0
166 833
166 833
33 650
33 650
0
0
27 000
27 000
85 760
85 760
0
0
Note 16 Events after the balance sheet date
The recent outbreak of Coronavirus has already and will continue to affect
economic conditions and the demand for the groups activities, regionally
as well as globally and otherwise impact the group’s operations and the
operations of the group’s customers, suppliers and other stakeholders
of the Coronavirus outbreak is uncertain at this time and the impact it may have
on the group’s future operations and the health of our employees, which could
be material and adverse.
The investments int the parent company are adversely impacted since the
market value of financial assets are dropped significantly. The ultimate severity
No other 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.
113
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Note 17 Statement on the remuneration for senior executives
FRAMEWORK
The statement on senior executives’ remuneration has been prepared in
accordance with the Norwegian Public Limited Liability Companies Act,
the Norwegian Accounting Act, and the Norwegian Code of Practice and
is adopted by the board. It includes the company’s remuneration policy, an
assessment of how this was implemented in 2019 and guidelines for 2020.
The policy is aligned with the company’s strategic ambitions, people policy,
and performance-based incentive philosophy.
For the fiscal year 2019, the group management team was measured on return
on capital employed and ability to facilitate and generate cross-company
business development. The discretionary element was individual and linked
to how each person actively contributed to cross company collaboration and
how the employee’s performance and contribution affected the group’s ability
to reach short- and long-term targets. The group management team did not
receive full payment for achievements in 2019 (payable in 2020). For the other
senior executives, pay-out was according to achieved results.
DEFINITION OF SENIOR EXECUTIVES
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 NorSea Group). Erik Nyheim (senior vice president industrial investments)
was part of the senior executives until May 2019, when he left the group.
GENERAL PRINCIPLES
The board sets the framework for remuneration of senior executives and
believes it to be a tool to retain and attract required leadership. While the
board sets the compensation and benefits for the group CEO, remuneration of
other senior executives is determined administratively based on a framework
specified by the board.
Remuneration shall be competitive, but not market leading, in the relevant
labour market(s). The remuneration level should be fair and reflect the
complexity and responsibilities of each role.
The total remuneration package consists of:
1) a fixed remuneration (basic salary),
2) a variable, performance-based remuneration (short- and long-term incentive
schemes), and
3) benefits in kind (newspapers, mobile phone, broadband, insurance, and car
salary).
Variable payment normally requires that the senior executive has not given or
been given notice. Pending reason for leaving the company before a bonus
pay-out, a proportionate share of the bonus may be paid out.
FIXED REMUNERATION
The main element of the remuneration package is the annual base salary.
Fixed salary 2019
For details regarding benefits paid in 2019, see note 6 to group accounts and
notes on page 61 and note 2 to parent company accounts and notes on page
98, which also includes comparable figures from 2018. The salary adjustments
for 2019 where within the frame of a 3% increase set by the board.
Short-term bonus schemes for 2020
Given the group structure, the board has decided that the group management
team will be measure again development in value adjusted equity (VAE) for the
fiscal year 2020. In addition, the board has decided that the bonus will depend
on the team’s ability to identify business opportunities related to ESG and
identify new business opportunities for the group. The discretionary element
is linked to the ability to support group companies in their value creation,
engagement survey results and how each team members acts according to
group values.
There are not changes in the KPIs for other senior executives.
LONG-TERM VARIABLE REMUNERATION
The senior executives (less one) participate in a long-term incentive scheme.
The scheme, which starts every second year and lasts for four years, aims
to increase alignment with the shareholders’ interests and how senior
executives execute strategy and create value for the group and the company’s
shareholders over time. The board sets criteria for each programme before it
starts, and they last for the whole period unless significant changes happen
which deems it necessary to adjust. In case, changes will be disclosed.
The long-term variable remuneration is based on the development of the
group’s VAE, determined using a sum-of-the-parts method: non-listed
entities are valued using earnings multiples less debt and minorities or at net
asset value, while listed entities are valued at market price. The board has
also reserved the right to look at economic value added when assessing
performance.
Even though the criteria and requirements under this programme are fulfilled,
the board can, if WWH has severe financial constraints, decide that no
payments will be made.
For the group CEO, maximum payment is 100% of base salary. For the
remaining, the maximum payment is 50% of base salary.
Long-term bonus pay-out in 2019
The long-term bonus scheme, which ran from 2015-2018, did not result in any
pay-out (payable in 2019).
The board conducted a salary review of senior executives in 2019. The review
showed that most positions were at acceptable levels.
The group currently has two four-year programmes running, one from 2017-
2020, with potential pay-out in 2021, and one from 2019-2022, with potential
pay-out in 2023.
SHORT-TERM VARIABLE REMUNERATION
The total reward package includes an annual variable pay scheme which
intends to emphasise the link between pay and performance. It aligns the
senior executives with relevant, clear targets derived from the group’s long-
term strategy. The variable pay scheme includes financial targets, and/or
individual and team targets and/or discretionary elements linked to ability to live
the group’s values, create cross-company collaboration and/or delivered on
value creation plan developed for each group entity.
Maximum opportunity for short-term bonus is capped at four to six months’
salary, depending on role. A prerequisite for paying out any bonus is that
WWH group has positive total comprehensive income (net profit plus other
compressive income less minorities). To receive full bonus, the achievement
needs to exceed set targets. In addition, each KPI includes a threshold for
payment. If the company has severe financial constraints, the board can decide
that no payments will be made.
Short-term bonus pay-out for 2019
There was no short-term bonus pay-out for the group management team
(Wilhelmsen, Berg, Wang, and Teigen Gude) in 2019, based on performance in
2018. The other senior executives (Grimholt, Schou, and Stangeland) received
bonus based on their agreements.
PENSION SCHEME
The company offers pension benefits for senior executives aligned with local
markets. The scheme includes coverage for old age, disability, spouse and
children, and supplement payments from the Norwegian National Insurance
system.
Senior executives are part of a collective agreement, which includes a
contribution of 7% for salary up to 7.1G and 22% for salary between 7.1-12G.
Senior executives (less one) have an extra pension for salary above 12G.
Pension obligations related to salary above 12G and the option to take early
retirement are insured in the case of group CEO. The group CEO has the right
to a life-long contribution constituting 50% of his annual salary retirement
above 12G. The group CFO has an agreement to retire at the age of 67, with
a gross compensation equal to 60% of base salary to the age of 70. The
presidents for Ships Service and Ship Management have a defined benefit plan
for salary exceeding 12G financed through operations.
SEVERANCE PACKAGE SCHEME
The group CEO has a severance pay guarantee including 100% of his
annual salary for 24 months after leaving the company because of mergers,
substantial changes in ownership, or if deemed necessary by the board. After
six months’ notice period, possible income during the severance pay period will
be deducted by up to 50%.
114
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Cont. note 17 Statement on the remuneration for senior executives
The other senior executives (less one) also have arrangements for severance
payment beyond the redundancy period (in total 18 months). After six months’
notice period, possible income during the severance pay period will be
deducted by up to 50%. The last senior executive has a six months’ notice
period but is not entitled to a severance package.
triggering their own notice, being guilty of gross misconduct, gross negligence,
disloyalty or other material breach of his/her duties.
SENIOR EXECUTIVES ON INTERNAL AND EXTERNAL BOARDS
Any board compensation from company boards or boards where the group
has an ownership stake will be deducted from short-term variable pay from
the group.
Entitlement to severance payment is conditional on the senior executive not
115
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 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 2019, 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 2019, 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.
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 2019, 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 2019, 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.
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, 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
116
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Auditor’s report
Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA
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.
The Groups business operations, who continue to evolve due to ongoing improvement projects, are
largely the same as last year. We have not identified regulatory changes, transactions or other events
that qualified as new Key Audit Matters for this year’s audit. The area Revenue from contracts with
customers contained the same characteristics and risks as last year, and have consequently been in our
focus also in 2019.
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 579 million and USD
251 million respectively for the year ended
December 31, 2019.
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 increases from the complexity that
sometimes accompany the requirements
for management to use judgement,
particularly to determine the transaction
price and to decide when performance
obligations are satisfied.
Furthermore, we focused on
management’s assessment of certain
contracts where judgements were 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, where
management explain the various revenue
streams and how they are accounted for
under IFRS 15 - Revenue from contracts
with customers and IFRS 16 - Leases.
Here, management also explains the
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. We found that we
were able to agree with management about their
accounting policies and that their assessments 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 were 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 management assessed to decide on
when the performance obligations were satisfied. We
concluded that management’s assumptions were
reasonable.
(2)
117
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Auditor’s report
Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA
different performance obligations,
measurement of the transaction price and
whether income should be recognized net
or gross.
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
judgements to be appropriate.
We compared the related disclosures in 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 and lease
revenue.
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.
(3)
118
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Auditor’s report
Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA
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.
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.
(4)
119
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Auditor’s report
Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA
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.
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, 31 March 2020
PricewaterhouseCoopers AS
Thomas Fraurud
State Authorised Public Accountant
(5)
120
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019
Responsibility statement
We confirm, to the best of our knowledge, that the financial statements for the
period 1 January to 31 December 2019 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, 31 March 2020
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler
chair
Trond Westlie
Carl Erik Steen
Irene Waage Basili
Thomas Wilhelmsen
group CEO
121
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2019 Renewable
energy
The global energy transition offers significant challenges to the
established energy sector and considerable growth opportunities in the
renewable energy market. Our approach is to support our customers
and partners in their energy transition, growing our presence in the
offshore wind sector, and supporting the growth of renewable fuels
including at our own sites. Our work to have zero emission terminals
for the offshore industry combined with our technical services for
the offshore wind sector through NorSea Wind, are indications of our
growing presence in the renewable energy sector. We are also working
with partners on the Topeka project to bring hydrogen fuel to market
for shipping.
5
Corporate
governance
Corporate governance
A summary of the corporate governance report for 2019
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 127
Page 127
Page 127
Page 128
Page 128
Page 128
Page 129
Page 129
Page 130
Page 130
Page 131
Page 131
Page 131
Page 131
Page 131
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 2019 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
31 March 2020. All the directors were present at
the meeting.
Diderik Schnitler
Chair of the board
126
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2019 The board’s
corporate
governance
report for
2019
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.
The corporate governance 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 the 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.
risk review is included in the directors’ report
for 2019.
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 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.
The report, which also describes how the
company actively contributes to reaching the
Sustainable Development Goals, is available
on the company’s website.
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”.
A summary of the strategic direction and a
Wilhelmsen has a history of paying dividend
127
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2019 twice a year, with total consideration varying
between NOK 5.00 and NOK 5.50 per share for
the five-year period 2015-19. The first dividend
has varied been NOK 2.50 and NOK 3.50 per
share, while the second dividend has been
between NOK 1.50 and NOK 2.50 per share.
In 2019, the company paid a total dividend
of NOK 5.00 per share, evenly split with NOK
2.50 as both first and second dividend.
The board is proposing to the annual
shareholder meeting scheduled for 29 April
2020 a dividend of NOK 2.00.
Mandate to increase share capital
or purchase own shares
At the 30 April 2019 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.
In line with the authorisation granted by
the annual general meeting, the company
conducted a share buyback program during
the period 24-26 September 2019. Following
completion of the program, Wilh. Wilhelmsen
Holding ASA owns a total of 1 823 829 own
shares, split on 537 097 A-shares and 1 286 732
B-shares. This is equivalent to 3.93% of the
total number of shares in the company.
The board has made a proposal to the next
annual general meeting to be held on 29 April
2020 for a new mandate to buy up to 10% of
the company’s shares, valid for 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 8 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
128
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2019 each individual matter, including individual
candidates nominated for election.
The board chair, nomination committee
chair, group CEO, group CFO, and auditor will
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 8 of the
Articles of association.
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.
The minutes of general meetings are
published on the Oslo Børs news service and
available on the company’s website.
During 2019, the board consisted of the
following members:
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
nomination committee” approved by the
general meeting on 30 April 2019.
During 2019, the nomination committee
consisted of the following members:
Nomination
committee member
Wilhelm Wilhelmsen
(chair)
Elected
Period Elected to
26.04.2018
2 years
2020
Jan Gunnar Hartvig
26.04.2018
2 years
2020
Frederik Selvaag
26.04.2018
2 years
2020
Wilhelm Wilhelmsen served as chair of the
committee until he passed away on 22 February
2020. He was related to the group CEO and also
acted as an advisor to the board.
As part of the nomination process, the
committee has contact with relevant
stakeholders. Input and proposals to the
nomination committee may also be sent to the
nomination committee secretary, with contact
details available on the company website.
The nomination committee provides its
recommendation to the annual general meeting
in form of a report, which among other
includes justification of individual candidates.
Deviations from the Code of Practice: None
Board member
Last time elected
Period
Elected to
Diderik Schnitler (chair)
30.04.2019*
2 years
2019/21
Irene Waage Basili
26.04.2018
2 years
2020
Carl Erik Steen
30.04.2019*
2 years
2019/21
Trond Westli
26.04.2018
2 years
2020
Cathrine Løvenskiold Wilhelmsen**
30.04.2019*
2 years
2019/21
* Re-elected at the 30.04.2019 annual general meeting
** Resigned from the board 07.02.2020
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 through
Tallyman AS 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 board instruction encourages board
members to own shares in the company.
Following Cathrine L Wilhelmsen’s
resignation from the board on 7 February
2020, the board does not have the minimum
required members as stated in the Articles
of association and does not have the
minimum required gender composition. After
consultation with legal advisors and Oslo
Børs, it has been concluded that the remaining
board will be able to conduct its duties until
129
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2019 election of new board members can take place
at the annual general meeting scheduled for
29 April.
Deviations from the Code of Practice: The board
chooses its own chair
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.
An evaluation of the board performance and
expertise is conducted on an annual basis.
A summary of the evaluation is provided as
input to the nomination committee.
During 2019, the board held eight meetings,
in addition to a full day strategy session and a
two-day board tour.
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 2019,
one member and one deputy member left
the group with one deputy member position
remaining vacant by end of 2019.
During 2019, the committee held four
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 serve 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.
130
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2019 The board performs an internal financial audit
review prior to the release of quarterly results,
and when otherwise deemed required.
including among other financial information,
governing elements and company news.
Deviations from the Code of Practice: None
Deviations from the Code of Practice: None
14. Takeovers
The board has established a guideline for how
it will act in the event of a take-over bid. The
guidelines follow in all material aspects the
recommendations outlined in the Code of
Practice.
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 deals 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
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
its work and the complexity of the company’s
businesses. No director holds share options in
the company.
In 2019, 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 company owned or
controlled 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 of the annual
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 2019, 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,
131
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2019 Reduce
marine litter
and pollution
At the World Economic Forum in 2016, it was argued that there will be
more plastic than fish in the sea by 2050. The oceans are our business,
and we want to secure healthy and productive oceans for generations
to come. Our ship management division has already implemented
strict requirements for suppliers to vessels, regarding plastics and also
initiated an industry-wide roundtable on reducing plastics in vessel
operations. We have, however, a lot more work to do in this area. We
continue to systematically go through our products and services and
partner with other stakeholders to actively reduce marine litter
and pollution across both our own and our customer’s value chains.
Reduce
marine litter
and pollution
6
Corporate
structure
Group
management
team
From left:
Benedicte Teigen Gude
(SVP HR and communications)
Thomas Wilhelmsen
(group CEO)
Jan Eyvin Wang
(SVP Industrial investments)
Christian Berg
(group CFO)
136
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2019 137
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2019 Corporate structure
As of 31 December 2019
WWH group
Wilh. Wilhelmsen Holding ASA, Norway
Wallenius
Wilhelmsen ASA,
Norway 37.82%
Treasure ASA,
Norway
73.46%
Wilhelmsen Maritime
Services AS,
Norway
Unless otherwise stated, the company is wholly-owned.
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
73.46%
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
100%
Massterly AS
50%
Denholm Port
Services Ltd.
40%
Dolittle AS
45.98%
Unless otherwise stated, the company is wholly-owned.
138
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2019 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
NorSea Group Australia PTY Ltd
NorSea Denmark A/S
NorSea Wind A/S
NorSea Wind GmBH
NorSea Wind Holding AS
NorSea Property AS
NorSea Operations AS
Wilnor Governmental Services AS
NorSea Wind Holding AS
NorSea Vestbase AS
Vestbase Eiendom AS
Averøy Eiendom AS
Orvikan Eiendom AS
Mid-Nor Yard Service AS
NorSea Stordbase AS
NorSea Stavanger AS
Maritime Logistic Services AS
NorSea Fighter AS
NorSea Eiendom Dusavik AS
NorSea Eiendom Tananger AS
NorSea Tananger 107 AS
Tananger Eiendom AS
Nsg Digital As
Polarbase Eiendom AS
NorSea Polarbase AS
Maritime Waste Management AS*
NorSea Norbase AS
Country
Australia
Denmark
Denmark
Germany
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Ownership %
100.00%
100.00%
50.00%
50.00%
50.00%
100.00%
100.00%
49.00%
50.00%
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%
66.00%
95.62%
95.14%
75.00%
75.00%
139
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2019 cont. Supply services segment
Company name
NSG Maritime AS
Westport AS
Dusavik Utvikling AS***
Coast Center Base AS
SørSea AS
Polarlift AS
KS Coast Center Base
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
Norsea 123 Ltd.
NorSea UK Ltd
NorSea Wind Ltd
Country
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Scotland
Scotland
United Kingdom
Ownership %
78.00%
66.66%
50.00%
50.00%
50.00%
50.00%
49.75%
42.00%
41.00%
37.97%
33.33%
33.07%
17.00%
17.00%
32.26%
100.00%
100.00%
50.00%
* 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.
** 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.
*** 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 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.
140
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2019
cont. Maritime services segment
Company name
Wilhelmsen Maritime Services
Wilhelmsen Insurance Services AS
Wilhelmsen Ship Management
Wilhelmsen Ship Management Serviços Marítimos do Brasil Ltda
NSG Wind A/S
NorSea Wind A/S
Wilhelmsen Marine Personnel d.o.o.
Diana Wilhelmsen Management Limited
NorSea Wind GmBH
BWW LPG Limited (formerly known as Aurora Wilhelmsen Management 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 (formerly known as Aurora Wilhelmsen Management Limited)
Wilhelmsen Ship Management Sdn Bhd
Wilhelmsen Ship Management Services Sdn Bhd
NorSea Wind Holding AS
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 (USA) Inc
NorSea Wind Ltd
Wilhelmsen Ship Management UK Limited
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
Country
Norway
Brazil
Denmark
Denmark
Croatia
Cyprus
Germany
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
India
Malaysia
Malaysia
Malaysia
Norway
Norway
Norway
Norway
Panama
Philippines
Poland
Republic of Korea
Romania
Russia
Singapore
Ukraine
United States
United Kingdom
United Kingdom
Algeria
Argentina
Australia
Australia
Australia
Australia
Bahrain
Belgium
Brazil
Bulgaria
Canada
Chile
Chile
China
China
China
Colombia
Cote d'Ivoire
Cyprus
Denmark
Ecuador
Ownership %
100.00%
100.00%
50.00%
50.00%
100.00%
50.00%
50.00%
49.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
49.00%
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
100.00%
25.00% *
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
49.00% *
100.00%
100.00%
100.00%
100.00%
100.00%
40.00% *
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%
100.00%
141
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2019 cont. Maritime services segment
Company name
Wilhelmsen Ships Service
Barwil Arabia Shipping Agencies SAE
Barwil Egytrans Shipping Agencies SAE
Scan Arabia Shipping Agencies SAE
Wilhelmsen Ships Service LLC (Egypt)
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 - Legal Branch
Wilhelmsen Ships Service Co Ltd
Wilhelmsen Ships Service Ltd
Alghanim Barwil Shipping Co-Kutayba Yusuf Ahmed & Partners WLL
Wilhelmsen Ships Service Lebanon SAL
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
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 Services Center Sp. z.o.o.
Argomar-Navegcao e Transportes SA
142
Country
Egypt
Egypt
Egypt
Egypt
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
Norway
Norway
Norway
Norway
Oman
Pakistan
Panama
Panama
Panama
Panama
Panama
Panama
Philippines
Philippines
Philippines
Poland
Poland
Portugal
Ownership %
35.00%
49.00% *
49.00% *
100.00%
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%
60.00%
49.00% *
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
40.00% *
100.00%
100.00%
100.00%
100.00%
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2019 cont. Maritime services segment
Company name
Wilhelmsen Ships Service
Wilhelmsen Ships Service Portugal, S.A
Perez Torres Portugal Lda
Wilhelmsen Ship Services Qatar Ltd
Wilhelmsen Hyopwoon Ships Service Ltd
Wilhelmsen Ship Services Co Ltd
Barwil Star Agencies SRL
Wilhelmsen Ships Service OOO
Limited Liability Company “Wilhelmsen Marine Products”
Ocean Shipping Co. Ltd
Barwil Agencies Ltd For Shipping
Binzagr Barwil Maritime Transport Co Ltd
Nagliyat Al-Saudia 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 SAU
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 Dubai LLC
Wilhelmsen Ship Services LLC
Triangle Shipping Agencies LLC
Wilhelmsen Ships Service AS (Dubai Branch)
Wilhelmsen Maritime Services JAFZA
Wilhelmsen Ships Service (LLC)
Denholm Wilhelmsen Ltd
Wilhelmsen Ships Service Limited
Wilhelmsen Ships Service Inc
Unitor Holding Inc.
Wilhelmsen Sunnytrans Co Ltd (formerly known as Barwil-Sunnytrans Co Ltd)
International Shipping Co Ltd
* Additional profit share agreement
Country
Portugal
Portugal
Qatar
Republic of Korea
Republic of Korea
Romania
Russia
Russia
Sudan
Saudi Arabia
Saudi Arabia
Saudi Arabia
Senegal
Singapore
Singapore
Singapore
Singapore
Slovakia
South Africa
South Africa
South Africa
South Africa
Spain
Spain
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 Kingdom
United Kingdom
United States
United States
Vietnam
Yemen
Ownership %
100.00%
50.00%
0.00% *
50.00%
100.00%
100.00%
100.00%
100.00%
0.00% *
70.00%
50.00%
0.00% *
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
49.00%
100.00%
70.00%
100.00%
100.00%
100.00%
100.00%
100.00%
49.00% *
100.00%
100.00%
100.00%
49.00% *
42.50%
49.00% *
100.00%
100.00%
49.00% *
40.00%
100.00%
100.00%
100.00%
49.00% *
0.00% *
143
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2019 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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