Wilhelmsen 2018 Annual Report Web

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Annual report
2018
Key figures – consolidated accounts
2018 2017 2016 2015 2014

INCOME STATEMENT
Total income * USD mill 871 793 930 3 173 3 693
Operating profit before amortisation and impairment (EBITDA)* USD mill 78 198 116 398 566
Operating profit * USD mill 36 176 94 165 381
Profit/(loss) before tax * USD mill (86) 253 151 48 273
Net profit/(loss) * USD mill (75) (2) 251 57 292
Net profit/(loss) after non-controlling interests * USD mill (69) (64) 201 54 241
BALANCE SHEET
Non current assets USD mill 2 467 2 637 3 781 3 566 3 687
Current assets USD mill 612 636 914 1 120 1 152
Equity USD mill 2 017 2 188 2 492 2 206 2 329

Interest-bearing debt USD mill 533 601 1 533 1 660 1 693
Total assets USD mill 3 079 3 273 4 695 4 686 4 839
KEY FINANCIAL FIGURES

Cash flow from operation (1) USD mill 62 70 420 258 241
Liquid funds at 31 December (2) USD mill 227 268 580 638 688
Liquidity ratio (3) 1.3 1.4 1.9 1.7 2.1
Equity ratio (4) % 66% 67% 53% 47% 48%
YIELD
Return on equity (5) % (4%) (3%) 11% 2% 13%
KEY FIGURES PER SHARE

Earnings per share (6) USD (1.48) (1.38) 4.34 1.16 5.20
Operating profit before amortisation and impairment (EBITDA) per share (7)* USD 1.68 4.26 2.51 8.55 12.18
Average number of shares outstanding Thousand 46 404 46 404 46 404 46 404 46 404
Dividend per share NOK 5.50 5.00 5.00 5.00 5.00
Definition
(1) Net cash flow from operating activities
(2) Cash, bank deposits and short term financial investments
(3) Current assets divided by current liabilities
(4) Equity in percent of total assets
(5) Profit after tax divided by average equity
(6) Profit for the period after non-controlling interests, divided by average number of shares
Earnings per share taking into consideration the number of shares reduced for own shares
(7) Operating profit for the period adjusted for depreciation and impairments of assets, divided by average number of shares outstanding
* Figures for 2016 are restated with Wilh. Wilhelmsen ASA reported as discontinued operation.
Figures for 2015, and 2014 are according to the proportionate method.
Highlights for 2018
Positive development in Logistics support to NATO Entering offshore wind

underlying operating result exercise Trident Juncture supply market
Continued development of new digital Paid dividend of Net loss for the year due to fall
solutions, including three new joint NOK 5.50 per share in asset values
ventures
9 500 75 000 1 000 000

seafarers port calls handled by tonnes of equipment handled for
employed by Ships service’s port offshore installations by NorSea
Ship management agents per year Group
370 50% 217 000

vessels Ships service delivers products and products delivered by Ships service to
serviced by solutions to more than 50% of the the merchant fleet every year. A delivery
Ship management merchant fleet every three minutes every day
Sustainability report summary 2018
The oceans are our

business and we see
opportunities ahead
1 We operate in markets 2 Our operating environment 3 2018 was a solid and
exposed to the world offers a vast number of exciting year and we see
economic growth and general opportunities which we intend some significant leaps
geopolitical environments. on capturing in a sustainable ahead with the support
We know that our current way by being agile, innovative, of technology just around
business models are and disrupting ourselves. the corner. The level of
challenged by multiple factors We are committed to engagement amongst our
including rapid technology contributing to the Sustainable employees working in this
development, changing Development Goals and we can dynamic environment
customer and supplier make a significant impact in and the attention we
behaviour, new competitors, our field of operations on land place on providing safe
and a changing workforce. and at sea. and healthy working
conditions are high. Our
portfolio of innovations and
partnerships are growing
4 We enable sustainable global trade and thrive and will help us take on the
on the opportunities in front of us. future.
Sustainability
achievements 2018
1 Defined four high impact sustainability focus areas where the group will intensify efforts
2 Positive 72 point score and 89% completion rate in employee engagement survey
3 Lost time injury (LTI) frequency rate on vessels and onshore within targets
4 Established world’s first autonomous shipping company with partners
5 Appropriate risk reduction methods and tools implemented for cyber security
6 Implementation of policy and practises to address EU General Data Protection Regulation (GDPR)
Find more on wilhelmsen.com/sustainability2018
Materiality
assessment 2018
High materiality
• Focus areas for activity
• Detailed disclosure
More Ethics and anti-corruption

Health and safety
Responsible procurement
Emissions Cyber security and data protection
Employment conditions
Medium materiality
• Important areas for activity
Importance to stakeholders
• Disclosure
Transparency Responsible ownership
Diversity and inclusion Innovation
Waste & recycling Competence development
Limited materiality
Tax transparency • Watch list
• Discretionary disclosure
Colour code:
alignment with the
Lobbying
Sustainable
Local communities Development
Energy use
Goals
Less Importance to Wilhelmsen More
Focus
Ethics and Responsible Cyber
anti-corruption procurement security
2019 1 Improve identification

and follow up of
compliance deviations
1 Improve supplier
selection and
assessment process
1 Implement a cyber
security framework
with continuous
assessment of the
2 Increase employee 2 Improve supplier group’s cyber maturity
Health and competence in

responsible business
engagement in
responsible practices 2 Increase employee
safety practice with rollout through risk-based competence in
of new business audits cyber security and
standard programme data protection risk
1 Continuous and awareness of 3 Optimise organisational prevention behaviour
improvement of health whistleblowing channel resources internally
and safety management to improve experience 3 Strengthen operational
systems 3 Optimise organisational sharing and knowledge measures in cyber
resources internally transfer security
2 Increase employee to improve experience
competence in health sharing and knowledge
and safety behaviour transfer
Content Group
Content 08 Group CEO’s statement

10 The new business currency starts with “together”
12 Directors’ report
14 Main development and strategic direction
15 Financial results
17 Business segments
Maritime services
Supply services
Holding and investments
20 Risk review
21 Health, working environment and safety
22 Organisation and people development
23 Corporate governance
23 Sustainability
24 Allocation of profit, dividend and shares
25 Outlook
30 Accounts and notes
32 Wilh. Wilhelmsen Holding ASA group

32 Income statement
32 Comprehensive income
33 Balance sheet
34 Cash flow statement
35 Equity
36 Accounting policies
41 Notes
84 Wilh. Wilhelmsen Holding ASA parent company

86 Income statement
86 Comprehensive income
87 Balance sheet
88 Cash flow statement
89 Notes
105 Auditor’s report
110 Responsibility statement
112 Corporate governance

114 Corporate governance report
122 Corporate structure

124 Wilh. Wilhelmsen Holding group main structure
124 Holding and investments segment
125 Supply services segment
126 Maritime services segment
Wilh. Wilhelmsen Holding ASA Annual Report 2018 7

Health
and safety
With thousands of employees all over the world, our most important job as an
employer is to make sure our people have a healthy and safe working environment.
We want our employees to come home every day after work. Through standards and
practises focusing on safety, worker welfare and accident prevention, we maintain
a sustainable and profitable business. The best indicator we have is our annual
engagement survey that says our employees are happy and safe while working for
Wilhelmsen.
Group CEO’s statement
Group Group CEO’s statement
The new business currency

starts with “together”
Are the challenging times behind us? potential in combining competencies and technology in
2018 did not turn out quite as I had hoped. We failed in new ways.
buying Drew Marine. Markets continued to be volatile, and
our listed entities had a rough time along with the stock • Massterly, the world’s first autonomous shipping
markets at large. company combining Kongsberg’s technology and our
expertise in managing vessels.
Despite headwind, our people continued to shape the • RaaLabs, a joint venture with Wallenius Wilhelmsen,
maritime industry. We saw fleet growth for ship management enabling us, and potentially the entire industry, to
and increased sales for marine products. We are redefining leverage technology efficiently, improving performance,
port agency. We delivered the most comprehensive logistics reducing cost and meeting regulatory requirements
support to a military exercise arguably ever delivered by a through developing new products and solutions.
public company. And we continued to develop new digital • TenneT, a German based electricity supplier, awarded
solutions, including establishing three new digital joint us a five-year contract based on our ability to combine
ventures. Dedicated employees, a solid product offering, NorSea’s wind- and offshore competence with our manning
and loyal customers gave us a 10% increase in top line, a and maintenance know-how from ship management.
creditable achievement in challenging times.
The world’s most important “to do” list
As much of this is already history, we need to look up and The 17 Sustainability Goals are adopted by many
ahead. companies as a compass for their business decisions, us
included. We can be profitable and grow our top line while
A new business currency we also contribute to achieving a better future for the next
No, it is not crypto currency, but “teaming and collaboration”, generations. Sustainable solutions simply make good
one of our core values that is the new business currency. business sense.
Without teaming and collaboration internally as well as
externally, we will just not reach our ambitious targets. Real impact requires scalable solutions. Not to
underestimate the work done by governments, NGOs,
It is demanding and exciting to be heading up the individuals or businesses, but by joining forces focusing on
Wilhelmsen group in 2019. Trade war. Rapid technology high impact changes we can make substantial impact. This
changes. Generation Z. New competitors. These are some is our reason for joining Global Compact’s Ocean Action
of the things we constantly pay attention to and that Platform, to create a larger platform with the potential
challenge us to continuously improve. Turning these power to change the world for the better.
challenges into opportunities require us to team up with
customers, tech savvy companies, and other competencies My challenge to you
that can propose new products and business models to Setting out the course for our group of companies starts
ensure we stay in the forefront. with a clear strategy. Our ambition is to grow profitably.
We wish to build on our competencies and global network,
Operating in silos – internally or externally – is not challenge ourselves to create new growth and value, and
sustainable. We have teamed up in the past, but the need invest in new business.
to do so is even more important now than ever in history.
The challenges we face are big and complex and we need My challenge to you is therefore: Challenge us – challenge
to build value creating partnerships. This is not straight and help us to deliver beyond our imagination, challenge our
forward. It starts with a sense of “together”. It requires high existing business models, propose new opportunities to us.
level of trust to share your core competencies and business Together we will create the future and shape the maritime
data. Some recent examples from our group underline the industry. Together we will enable sustainable global trade.
10 Wilh. Wilhelmsen Holding ASA Annual Report 2018

Group CEO’s statement Group
Thomas Wilhelmsen, group CEO

Competence
development
Our customers demand the best and smartest solutions. Through healthy challenges like this,
we continually seek to renew ourselves, to work smarter and improve everything we do. As a
result, we can recognise opportunities and develop new and innovative solutions. By renewing
ourselves, by training and always developing our methods, we meet tomorrow’s demands. Our
people make up the commercial power of Wilhelmsen and smart people simply perform to our
vision of Shaping the maritime industry.
Directors’ report
Group Directors’ report
Directors’ report
for 2018
Wilh. Wilhelmsen Holding ASA
Highlights Main development and strategic direction For supply services, the first full year of
The Wilh. Wilhelmsen Holding group majority ownership of NorSea Group benefited
for 2018 (Wilhelmsen or group) is an industrial holding from improved performance and new business
company within the maritime and logistics development. The gradual uptick in offshore
• Positive development in
underlying operating result industry. The group activities are carried out oil and gas services markets has continued,
• Net loss due to fall in asset through fully and partly owned entities, most supporting an increase in activity level.
values of which are among the market leaders within During the year, several new offshore wind
• Drew deal abandoned
• Logistics support to NATO
their segments. Wilhelmsen’s ambition is to service contracts were secured, some of which
exercise Trident Juncture develop companies within maritime services, were in co-operation with Wilhelmsen Ship
• Entering offshore wind shipping, logistics or infrastructure to grow at Management.
supply market or above the market through active ownership.
• Continued to develop new
digital solutions
WilNor Governmental Services successfully
• Restructuring proposal for 2018 was marked by a positive underlying provided a range of services to the NATO
Hyundai Glovis in April, development for operating activities, but with exercise, Trident Juncture 2018, which took
which was later withdrawn a net loss for the year following a significant place during the second half of the year.
• Further Wallenius Wilhelmsen
improvement initiatives, to
fall in the asset value of main investments. NorSea Group and several other Wilhelmsen
offset increased fuel cost companies contributed to the exercise.
and rate pressure. 2018 was also the first full year after completion
• 33% fall in share price
of the Wallenius Wilhelmsen ASA merger, and For the investment activities, Wilhelmsen’s
• Paid dividend of NOK 5.50
per share after securing majority ownership of NorSea focus in 2018 was on supporting value
Group. Both transactions have proved to be a enhancing activities where the group has a
success, creating long term value to Wilhelmsen’s material ownership.
shareholders and other stakeholders.
The Wallenius Wilhelmsen ASA merger has
Wilhelmsen has continued the development of unlocked USD 120 million in annual synergies,
new digital solutions, including establishing largely offsetting reduced rates and increased
three new digital joint ventures. These will fuel cost. A more effective structure has
support new solutions to Wilhelmsen and to created further potentials, with a new USD
other customers. 100 million improvement program initiated
during the second half of 2018. Wallenius
The maritime services subsidiaries continue Wilhelmsen ASA has also undertaken several
to deliver value creating solutions to the global new strategic investments within automotive
merchant fleet, focusing on marine products, and high and heavy logistics. Margin pressure
ships agency and ship management. The remains, and market uncertainties has
new structure implemented in 2016 laid the increased. The Wallenius Wilhelmsen ASA
foundation for a more effective organisation, share has traded down since reaching a peak
with a gradual improvement in underlying early 2018.
operating margin continuing throughout 2018.
Wilhelmsen has been a long-term investor
Following a negative US court ruling on 21 in Hyundai Glovis since 2004, first directly
July, Wilhelmsen abandoned the previously and later through Wilh. Wilhelmsen ASA and
announced acquisition of Drew Marines. Treasure ASA. In 2018, a proposal was put
forward for a restructuring of the Hyundai
Suritec, where Wilhelmsen has a 20% Motor Group, including Hyundai Glovis. The
ownership, delivered lower than expected proposal was later withdrawn, and any future
results for the year. proposals remain uncertain.

Directors’ report Group
Despite a fall in asset values during the year, acquisition, while 2017 included material
Wilhelmsen retains a strong equity and capital non-recurring items with a net gain of USD
base. At the end of the year, the group equity 141 million. Adjusting for these non-recurring
ratio was 65%, down from 67% one year items, EBITDA was up, mainly due to full year
earlier. Equity excluding minority interests consolidation of NorSea Group.
was down 8%, to USD 1 821 million. Cash and
cash equivalents totalled USD 140 million by
end of 2018, increasing to USD 877 million if Year 2018 – Mill. USD EBITDA
including financial investments and assets.
The debt repayment profile for the group Reported 78
remains healthy.
M&A cost related to Drew -27
After two positive years, the WWI/WWIB
share price was down in 2018. Total return Total material non-recurring items -27
(including dividends reinvested on ex-dates)
was negative with 33.2% for the WWI Adjusted 105
share and 33.5% for the WWIB share, both
substantially below the 1.8% fall in the Oslo
Børs Benchmark index (source Oslo Børs Year 2017 – Mill. USD EBITDA
Exchange Annual statistics).
Reported 198
A total dividend of NOK 5.50 per share was
paid in 2018. A first dividend of NOK 3.50 was Reclassification of Hyundai Glovis 195
paid 8 May, followed by a second dividend of Reclassification of NorSea group -40
NOK 2.00 paid 22 November. This represented M&A cost related to Drew -14
a dividend yield of 2.2% based on the average
WWI/WWIB share price by the end of 2017. Total material non-recurring items 141
The board believes sound corporate Adjusted 57

governance is the foundation for profitable
growth and a healthy company culture.
Good governance contributes to reduced risk Maritime services EBITDA was USD 42 million
and create value over time for shareholders in 2018. When adjusting for M&A expenses
and other stakeholders. The board further related to the abandoned Drew acquisition,
acknowledges that sustainability is a vital EBITDA was up 6% for the year. A weak first
prerequisite for Wilhelmsen to be a profitable quarter was followed by a gradual improvement
and responsible player in the industry and in underlying performance. This was supported
society. by increased sale of marine products, new
vessels on management, and positive effects
In 2018, anti-corruption and ethics, cyber from ongoing improvement initiatives.
security, responsible procurement, and health
and safety, received particular attention. In The new supply services segment contributed
addition, the group has implemented policies with EBITDA of USD 51 million for the year.
and practises to address EU General Data An increase in Norwegian offshore activities
Protection Regulation (GDPR). and a business restructuring had a positive
effect on results, as well as logistics services
Financial results for the NATO exercise Trident Juncture which
Income statement took place during the second half of the year.
Total income for Wilhelmsen was USD 871
million in 2018, an increase of 10% from the The holding and investments segment
previous year. The increase was due to full had a negative EBITDA of USD 14 million,
year consolidation of NorSea Group, while mainly due to net corporate cost. This was
income for the maritime services segment an improvement from previous year when
was stable. 2017 included a material change adjusting for net change of accounting
of accounting principle gain, reducing the principle gain in 2017.
year-over-year increase in total income.
Share of profit from associates was USD
Group EBITDA came in at USD 78 million 36 million for the year, of which Wallenius
for the year, down 60%. The accounts for Wilhelmsen ASA contributed with USD
2018 included non-recurring cost of USD 23 million. For Wallenius Wilhelmsen ASA,
27 million related to the abandoned Drew realised synergies and a positive development

in underlying volumes were offset by reduced Cash flow from investing activities was
contractual volumes, higher bunker cost and positive with USD 40 million for the year.
lower rates. Dividend from joint ventures and associates
and net proceeds from sale of financial
Change in fair value financial assets was investments exceeded net investments in
negative with USD 116 million for the year. fixed assets.
This included a USD 61 million reduction
in the fair value of the Survitec investment Cash flow from financing activities was
and a USD 53 million reduction in the market negative with USD 128 million in 2018. Net
value of the investment in Hyundai Glovis. debt repayment counted for the largest share
of net cash outflow, followed by dividend to
Other financials were a net expense of USD shareholders and ordinary interest payments.
41 million. Interest and dividend income
contributed positively but was more than The parent company carries out active
offset by interest expenses and a net loss financial asset management of part of the
on current financial investments, financial group’s liquidity, with investments in various
instruments and currencies. asset classes including listed equities and
investment grade bonds. The value of the
Tax was included with an income of USD investment portfolio amounted to USD
12 million, mainly related to maritime 88 million at the end of 2018, down from
services. USD 101 million one year earlier.
Net profit after tax and non-controlling The group’s investments classified as financial
interests was a loss of USD 69 million in 2018 assets to fair value had a combined value
compared with a loss of USD 64 million in 2017. of USD 650 million by the end of the year,
down from USD 801 million at the end of
Comprehensive income 2017. The largest investments were the ~12%
Other comprehensive income for the year shareholding in Hyundai Glovis (held through
was a loss of USD 53 million, compared with Treasure ASA), the ~3% shareholding in Qube
a gain of USD 77 million in the previous year.
This mainly reflected currency translation
differences on non-USD assets and liabilities Liquid assets (USD million) 2018 2017
when converting into USD.
Cash and cash equivalent 140 167
Total comprehensive income for 2018 was a
loss of USD 128 million, of which a loss of USD Current financial investments 88 101
119 million was attributable to owners of the
parent. The corresponding figures for 2017 was Financial assets to fair value 650 801
a profit of USD 75 million and a profit of USD 14
million respectively. Total 877 1069
Cash flow, liquidity and debt

The group had cash and cash equivalents of and the ~20% shareholding in Survitec.
USD 140 million by the end 2018, compared The main group companies fund their
with USD 167 million by the end of 2017. investments and operations on a standalone
basis, with no recourse to the parent company.
The net reduction in cash and cash equivalents The primary funding source is the commercial
of USD 26 million for the year follows a positive bank loan market.
contribution from operating and investing
activities offset by a negative cash flow from Interest-bearing debt (USD million) 2018 2017
financing activities. In 2017, cash and cash
equivalents were down USD 130 million, Maritime services 197 196
mainly as an effect of discontinued operation
of Wilh. Wilhelmsen ASA. In addition, the Supply services 330 369
consolidation of NorSea Group had a material
impact. Cash flow for the years 2017 and 2018 Holding and investments 23 54
are as such not fully comparable.
Eliminations (17) (16)
Cash flow from operating activities was positive
with USD 62 million in 2018, which was USD 16 Total 533 601
million below reported EBITDA for the year.

As of 31 December 2018, the group’s total Net result after tax and non-controlling Maritime
interest-bearing debt was USD 533 million,
compared with USD 601 million by end 2017.
interests was a net loss of USD 56 million in
2018 compared with a net profit of USD
services
29 million in the previous year. • Ships Service
Going concern assumption • Ship Management
• Insurance Services
Pursuant to section 4, sub-section 5, confer Ships service
• Survitec Group
section 3, sub-section 3a of the Norwegian Wilhelmsen Ships Service is a global provider (owned ~20%)
Accounting Act, it is confirmed that the of standardised product brands and service
annual accounts have been prepared under solutions to the maritime industry, focusing on
the assumption that the enterprise is a going marine products, marine chemicals, maritime
concern and that the conditions are present. logistics and ships agency. Ships service is fully
owned by Wilhelmsen.
Business segments
Maritime services Total income from ships service was USD
The maritime services segment includes ships 540 million in 2018, up 1% from the previous
service, ship management and other maritime year. Income from marine products increased,
services activities. offsetting a reduction in income from agency
services.
Total income for maritime services was USD
582 million in 2018, up from USD 580 million EBITDA was some down for the year.
in the previous year.
On 27 April 2017, Wilhelmsen signed an
EBITDA for the year was USD 42 million agreement to acquire the technical solutions
compared with USD 51 million in 2017. Non- business from Drew Marine, subject regulatory
recurring cost related to the abandoned Drew approval. On 21 July, 2018, the United States’
acquisition was included with USD 27 million District Court for the District of Columbia
in 2018 and USD 14 million in 2017. When announced that it would grant the US Federal
adjusting for this cost, EBITDA was up 6% for Trade Commission motion for an injunction
the year. to block the acquisition. Consequently,
Wilhelmsen and Drew agreed to abandon the
The maritime services EBITDA margin was transaction.
7.2% in 2018. When adjusting for non-recurring
M&A cost related to Drew, the EBITDA margin Ship management
was 11.8%. This was an improvement from the Wilhelmsen Ship Management provides full
previous year, and above average for the last technical management, crewing and related
five years. services for all major vessel types. Ship
management is fully owned by Wilhelmsen.
Share of profit from associates was USD
4 million for the year, and in line with the Total income for ship management was
previous year. USD 41 million in 2018, a reduction of 8%.
Change in fair value financial assets was a loss Vessels on management fell during the first
of USD 61 million in 2018. This was related to half of the year, before improving in the
the investment in Survitec Group. second half. By the end of the year, ship
management served approximately 370
Net financial income/expenses for maritime ships worldwide, of which 40% were on full
services amounted to an expense of USD technical management and 5% were on layup
37 million, compared with an income of USD management. The remaining contracts were
6 million in 2017. The reduction followed a related to crewing services.
net USD 23 million expense from currency
and financial instruments in 2018, compared During the year, ship management relocated
with a USD 13 million net income the its global head office from Kuala Lumpur,
previous year. Interest expenses was also up, Malaysia, to Singapore, entered the wind
following an increase in the USD interest offshore market, and opened a new office in
rates. Southampton, UK.
Tax was an income of USD 13 million in 2018, EBITDA was down for the year, partly due to
compared with a USD 15 million expense in ramp up cost related to new contracts.
the previous year. The tax income for the year
followed positive adjustment in deferred tax Survitec Group
assets. Survitec Group holds market-leading positions

Supply worldwide in marine, offshore, defence and and 74.2% as per 31 December 2017). NorSea
services aerospace survival technology. The company
is majority owned by Onex Corporation, a
Group is fully consolidated in Wilhelmsen’s
accounts from end of third quarter 2017.
• NorSea Group private equity firm. Wilhelmsen owns ~20% of
(owned ~75.2%) the company, which is reported as fair value Total income for NorSea Group was USD
• WilNor Governmental
financial asset. 275 million in 2018, significantly up from
Services
the previous year. Income was supported by
The investment in Survitec, denominated in increased offshore activities, and services for
GBP, was valued at USD 27 million by the end the NATO exercise Trident Juncture which
of 2018. This is down from USD 83 million one took place during the second half of the year.
year earlier. The USD 56 million reduction
in fair value is the net effect of a USD 5 million During the year, NorSea Group entered the
equity injection and a USD 61 million fair offshore wind market.
value loss. The loss follows lower than
expected results in 2018 and related downward EBITDA was up for the year, supported by
adjustments in future earnings estimates. an increase in total income and improved
performance in non-Norwegian activities
Wilhelmsen Insurance Services towards the end of the year.
Wilhelmsen Insurance Services provides
marine and non-marine insurance solutions WilNor Governmental Services
for internal and external clients. Insurance WilNor Governmental Services provides
services is fully owned by Wilhelmsen. military logistics services in Norway and
internationally. Wilhelmsen owns 51% of the
Total income for insurance services was USD company directly, with the remaining 49%
3 million in 2018, a 25% increase from the owned through NorSea Group.
previous year.
Total income for WilNor Governmental
EBITDA also improved for the year. Services was USD 11 million in 2018, up from
USD 5 million in 2017. The increase partly
Supply services reflects activities related to the NATO exercise,
The supply services segment includes NorSea Trident Juncture 2018. In connection with
Group, WilNor Governmental Services and the exercise, WilNor Governmental Services
other supply services activities. This is a purchased goods and services on behalf of the
relatively new segment in the Wilhelmsen group Norwegian defence authorities equal to USD
accounts and reporting, and follows 129 million. This has been accounted for on a
the increased ownership and consolidation net basis in the income statement.
of NorSea Group from 26 September 2017.
EBITDA was stable for the year.
Total income from supply services was USD
285 million in 2018, up from 57 million in 2017. Holding and investments
The increase is due to full year consolidation The holding and investments segment includes
of NorSea Group, compared with only one investments in Wallenius Wilhelmsen ASA
quarter in 2017. and Treasure ASA, financial assets, and other
holding and investments activities.
EBITDA came in at USD 51 million, while
share of profit from associates was USD Total income for the holding and investments
9 million. Both were significantly up from segment was USD 11 million in 2018, compared
the previous year. with USD 171 million in 2017. The income for
2017 included USD 155 million in net gain from
Net financial items were an expense of USD change of accounting principles, as well as
15 million, and tax was an expense of USD income from activities now reported as part
4 million in 2018. of the supply services segment. Adjusting for
these items, income was stable.
Net profit after minority interests was USD
11 million for the year, up from 3 million in 2017. EBITDA was a loss of USD 14 million in 2018,
compared with a profit of USD 138 million in
NorSea Group AS 2017.
NorSea Group provides supply bases and
integrated logistics solution to the offshore Share of profit from associates was USD
industry. Wilhelmsen owns 75.2% of NorSea 23 million for the year, compared with USD
Group (40% ownership until September 2017 49 million one year earlier. The income mainly

came from the 37.8% ownership in Wallenius Wilhelmsen’s share of profit from Wallenius Holding and
Wilhelmsen ASA. Wilhelmsen ASA was USD 23 million in 2018,
down from USD 44 million in 2017.
investments
Change in fair value financial assets was a loss • Wallenius Wilhelmsen ASA
of USD 56 million in 2018, mainly related to After a strong increase in 2017, the Wallenius (owned ~37.8%)
• Treasure ASA
the shareholding in Hyundai Glovis. Wilhelmsen ASA share price was equally
(owned ~72.7%)
down in 2018, closing at NOK 29.70. As • Financial assets
Net financials were an income of USD of 31 December 2018, the market value
10 million, down from USD 16 million of Wilhelmsen’s investment was USD
in 2017. Dividend income from financial 547 million, while the book value of the
assets compensated for loss on investment shareholding was USD 847 million.
management.
Wallenius Wilhelmsen ASA did not pay any
Net profit/(loss) after tax and minorities was dividend in 2018.
a net loss of USD 23 million compared with a
profit of USD 150 million in the previous year. Treasure ASA
Treasure ASA holds a 12.04% ownership
Wallenius Wilhelmsen ASA interest in Hyundai Glovis, and is listed on
Wallenius Wilhelmsen ASA is a global provider the Oslo Børs. Wilhelmsen owns ~72.7% of
of ocean and land-based logistics services Treasure ASA. Hyundai Glovis is from 4 April
towards car and ro-ro customers and is listed 2017 reported as financial assets to fair value
on the Oslo Børs. Wilhelmsen owns 37.8% of in the Wilhelmsen accounts.
the company, which is reported as associate in
Wilhelmsen’s accounts. Treasure ASA’s main source of income is
the dividend paid to the shareholders of
The merger between Wilh. Wilhelmsen ASA Hyundai Glovis. This is reported as financial
and WallRoll AB in April 2017 materially income in Wilhelmsen’s accounts. Dividend
impacted the consolidated historical financial received in 2018 was USD 13 million, while
statements for 2017. Therefore, the financial the dividend income received in 2017 was
information for 2017 used for comparison USD 12 million.
with 2018 figures is based on the unaudited
proforma income statement for first quarter The value of Treasure ASA’s investment
2017, as well as actual figures for the last three in Hyundai Glovis was USD 523 million
quarters of 2017. by the end of 2018, down from USD 575
million by the end of the previous year.
Total income for Wallenius Wilhelmsen ASA The USD 53 million in value reduction for
was USD 4 065 million for the full year of 2018 was accounted for as change in fair
2018, up 6% compared to 2017 (proforma value financial assets. The corresponding
revenue). The increase in total income was USD 5 million reduction in value in 2017
driven by stable net freight and increased was reported as part of mark-to-market
surcharges related to bunker adjustment revaluation of available for sale financial
clauses for the ocean segment and growth assets reported under comprehensive
in the landbased segment. income.
For 2018, EBITDA ended at USD 601 million The Treasure ASA share price was down
which included costs of about USD 5 million 19% for the year, closing at NOK 11.60. As
related to the restructuring and realisation of of 31 December 2018, the market value of
synergies. EBITDA adjusted for these items, Wilhelmsen’s shareholding in Treasure ASA
came in at USD 606 million, a decline of 14% was USD 214 million.
compared to last year’s adjusted EBITDA of
USD 706 million (based on proforma figures). In 2018, Treasure ASA paid total dividend
The performance shortfall was largely driven of NOK 0.30 per share. Total cash proceeds
by the ocean segment, which was negatively to Wilhelmsen was USD 6 million. The
impacted by bunker prices, a planned corresponding figures for 2017 were NOK 0.95
reduction in contracted Hyundai Motor dividend per share, with a total cash proceed
Group volumes, lower rates, and unfavourable to Wilhelmsen of USD 18 million.
currency movements in the first part of the
year. The negative development was partly During the fourth quarter, Treasure ASA
balanced by underlying positive volume bought 1.45 million own shares in the market.
development, especially for high & heavy, Wilhelmsen maintained a holding of 160
and increased realisation of synergies. million shares in Treasure ASA.

Financial investments to be aware of the current environment in

Financial investments include cash and cash which they operate, implement measures to
equivalents, current financial investments and mitigate risks, prepare to act upon unusual
other financial assets held by the parent and observations, threats or incidents, and
fully owned subsidiaries. respond to risks to mitigate consequences.
The group has put in place a risk monitor
The value of the current financial investment process based on identification of risks for
portfolio held by the holding company each business unit, with a consolidated report
was USD 88 million by the end of the year, presented to the board on a quarterly basis for
compared with USD 101 million one year review and necessary actions.
earlier. The portfolio primarily included listed
equities and investment-grade bonds. Net Market risk
income from investment management was a Demand for the group’s service offerings are,
loss of USD 6 million in 2018, compared with to various degree, correlated with the general
a gain of USD 6 million in 2017. global economic activity and in particular
trade in commodities and manufactured
The value of other financial assets was USD goods. Projections for 2019 provided by the
100 million by the end of 2018, compared with International Monetary Fund and other
USD 142 million by the end of 2017. The largest institutions indicates that global expansion
single investment was the shareholding in has weakened, but that growth will remain
Qube Holdings Limited, an Australian based at a fairly high level. An escalation of global
logistics and infrastructure company listed on trade tensions remains a key source of risk
the Australian Securities Exchange. During to the outlook.
2018, Wilhelmsen reduced its shareholding in
Qube Holdings Limited from 65 million to Maritime services’ exposure is to the
50 million, representing an ownership of ~3%. general shipping market. The market has
Net financial income from other financial gradually improved from low levels, but
assets were a gain of USD 1 million in 2018, differences in sentiment between the various
with dividend income of USD 4 million market segments remains. Slower trade
offsetting a loss from change in fair value growth, low newbuild orderbooks and
financial assets of USD 3 million. new IMO 2020 bunker regulations will
impact the shipping market over the next
Risk review couple of years.
The Wilhelmsen group consists of operating
companies and investments exposed to the Supply services’ exposure is mainly to the
global economy and world merchandised trade. North Sea offshore sector, and indirectly
towards the oil and gas market in Europe
From an operating perspective, ships service and globally. After a downturn in 2016/17, the
and ship management (maritime services) and market sentiment has improved.
NorSea Group (supply services) are the most
significant activities and exposures. Investment exposure is skewed towards
the global automotive and high and heavy
From an investment perspective, Wallenius markets, through the investments in
Wilhelmsen ASA and Treasure ASA are the Wallenius Wilhelmsen ASA and, indirectly,
most significant exposures. Hyundai Glovis. While medium term
growth prospects remain positive for the
The restructuring of the Wilhelmsen group automotive and high and heavy sectors,
undertaken during recent years has created market uncertainty has increased. From
a more balanced portfolio and reduced a geographical perspective, Wilhelmsen’s
the exposure to individual activities and exposure towards Korea and Oceania exceeds
investments. a neutral position due to the significant
reliance on these markets of Wallenius
Internal control and risk management Wilhelmsen ASA, Hyundai Glovis and Qube
The group is committed to manage risks in Holdings.
a sound manner related to its businesses
and operations. To accomplish this, the Operational risk
governing concept of conscious strategy and The various operating entities of the group
controllable procedures for risk mitigation are exposed to and manage risk specific to the
ultimately provides a positive impact to markets in which they operate. The general
profitability. The responsibility of governing risk picture broadly remains unchanged from
boards, management and all employees are previous years.

Through its global reach and broad product to the prevention of child or forced labour, Lost-time
spectre, maritime services operations are
exposed to a wide range of operational risk
minimum wage and salary, working conditions
and freedom of association. Employees and
injury
factors. These are, however, mainly related to external stakeholders are encouraged to report frequency
local markets and specific product offerings.
While any such incident will normally have
on non-compliant behaviour through the
group’s global whistleblowing system.
below set
limited global consequences, a major accident, targets.
turbulence within a key geographical market, Exposure hours
product quality issues, disruption of IT systems In 2018, there were around 40.5 million
or loss of main customers may affect the wider exposure hours (work hours) in the group.
financial and operational performance. Vessel based operations accounted for 75% of
total exposure hours and onshore operations
Supply services operations will have a similar accounted for 25%.
risk exposure as maritime services, though
mainly related to the offshore industry and the Sickness absence and occupational disease
northern European region. The group has implemented a variety of
initiatives to maintain a healthy work
The group has established a range of measure environment, for example focusing on
in order to avoid and, potentially, mitigate the monitoring and reporting absence cases,
consequences of operational risk incidents. health and wellness awareness events,
annual health checks, employee assistance
Financial risk program, adapted working hours, social
Wilhelmsen remains exposed to a wide range activities, employee engagement surveys and
of financial risk, either on a general basis or opportunities for personal development.
related to specific group companies. This
includes exposure to currencies, oil prices, The sickness absence rate for onshore
equity markets and interest rates. operations was 2.23%, compared with base
year 2015 result of 1.67%. The occupational
In the currency markets, the USD strengthened disease case rate result of 0.07 was in line with
against among others EUR and NOK in 2018. the 2016 base year result of 0.29.
The oil price also went upwards during most of Turnover

the year, but ended down after reaching a peak The turnover rate for employees in the parent
in October. company and fully owned subsidiaries was
14.93% in 2018, in line with previous year rate
The general equity market followed a similar of 13.50% (change of reporting principles from
trend in many markets, with a positive trend 2017). The turnover rate varies from segment
during the first nine months turning negative to segment. As an example, the turnover
in the last quarter. Wilhelmsen’s three largest rate was higher during the year in ship
investments subject external market pricing management compared to ships service.
are Wallenius Wilhelmsen ASA, Treasure ASA
and Qube Holdings. Lost time injuries and total recordable cases
There were zero work related fatalities in 2018.
Interest rates remain at historic low levels in
most markets, but with a cautious upward For vessel-based operations, several safety
trend in several markets lead by the US. campaigns aimed at creating safer and
healthier working conditions on board the
The group’s exposure to and management of vessels were conducted during the year with
financial risk are further described in Note 17 to focus on analysing results and measuring the
the 2018 group accounts. This includes foreign effectiveness of the action taken.
exchange rate risk, interest rate risk, investment
portfolio risk, credit risk and liquidity risk. In 2018, the lost-time injury frequency (LTIF)
rate was 0.28, within the target not to exceed
All group companies were compliant with 0.50. The total recordable case frequency
their loan covenant requirements in 2018. (TRCF) rate was 1.40 within the target not to
exceed 2.80. The LTIF rate target for 2019 is
Health, working environment, and safety not to exceed 0.50 and the TRCF rate is not to
Working environment and occupational health exceed 2.60.
The company conducts its business with
respect for human rights and labour standards, For onshore operations, there was a focus on
including conventions and guidelines related developing knowledge and understanding

of the importance of personal safety and risk group has 255 offices in 67 countries within its
assessment. Management visibility, safety talks controlled structure.
and active safety delegates have been important
actions to follow up employees most exposed to The group employs 9 334 seafarers and 5 252
hazardous risk. The focus will continue in 2019 land-based employees.
on risk assessment, audits, site assessment
programs, and the implementation of better Equal opportunities
internal support tools for reporting. Wilhelmsen has a clear policy stating that
males and females have the right to equal
The LTIF rate onshore was 0.20, within target opportunities. Harassment and discrimination
not to exceed 0.5. The TRCF rate result of 0.52 based on race, gender or similar grounds,
was within target not to exceed 1.5. The LTIF or other behaviour that may be perceived as
target will remain in place for 2019, and the threatening or degrading, is not acceptable.
TRCF rate will be reduced to 1.0. The industry’s unequal recruitment base
makes it difficult to achieve an equal mix of
All reported incidents were investigated to gender in the company.
avoid similar incidents in the future, improve
necessary training and awareness measures. Females represent 33% of the land-based
population, and 1% of the seafarer population.
Near miss incidents and safety observations
Safety observation reporting on vessel Two of the five directors on the board of
operations remains consistent with 9 126 directors of Wilhelmsen are female, and one
observations reported for the year compared of the four members of the company’s group
to 8 064 cases in 2017. management team.
Safety observation reporting onshore improved Driving performance

in 2018, mainly due to the inclusion of NorSea Wilhelmsen strives to create a performance
Group in the reporting boundary. 3 597 culture where engaged employees deliver
observations were reported versus 224 in 2017. desired results and are rewarded accordingly.
Employee performance is measured through
All reported near misses were investigated to engagement surveys, performance appraisals
avoid similar incidents in the future, improve and annual activity plans.
necessary training and awareness measures,
and improve control measures. In the fourth quarter of 2018, Wilhelmsen
conducted an employee engagement survey
Reporting and utilisation of analytics to to measure the group’s ability to provide an
identify key potential improvement areas engaging and safe work environment where
continues to be in focus. employees are motivated to work and achieve
their full potential.
Working committee and executive committee
The management cooperates closely with The survey results were positive and
employees through several bodies, including consistent with previous year. NorSea Group
the joint working committee and the executive and Wilhelmsen Chemicals were included
committee for industrial democracy in foreign in the survey for the first time. The overall
trade shipping. The bodies give valuable engagement score was 72 points, and a
input to solve company related issues in a completion rate of 89%.
constructive way.
The performance appraisal is a formal
The joint working committee discusses issues dialogue between manager and employee.
related to health, work environment and In 2018, 91% of the population completed
safety. The executive committee for industrial the performance appraisal, above our target
democracy in foreign trade shipping consider of 85%. 90% also completed a new mid-year
drafts of the accounts and budget, as well as review that was introduced during 2018.
matters of major financial significance for
the company or of special importance for the Compensation and benefits
workforce. In 2018, both committees held The purpose of Wilhelmsen’s compensation
official meetings according to plan. and benefit framework is to drive performance
and to attract and retain employees with the
Organisation and people development right experience and knowledge deemed
Workforce necessary to achieve the company’s strategic
The group’s head office is in Norway, and the ambitions. The framework takes local

regulations and competition into account, as culture. Good governance contributes to Investing in
well as the responsibility and complexity of
the position.
reducing risk and creating long-term value for
shareholders and other stakeholder.
competence
development
The bonus schemes are one of several
instruments to drive performance. Bonus
Wilhelmsen observes the Norwegian Code
of Practice for corporate governance, in
to ensure
is paid if set bonus targets are reached. addition to requirements as specified in the employees are
Compensation to executives is described in Norwegian Public Companies Act and the ready to take
the notes 6 and 2 to the group and parent Norwegian Accounting Act. The board’s
accounts respectively. Wilhelmsen also corporate governance report for 2018 can be on the future.
issues a declaration on the determination of found in the group annual report for the year
employee benefits for senior executives, note and on www.wilhelmsen.com. It is the board’s
16 to the parent company accounts. view that the company has an appropriate
governance structure and that it is managed in
Investing in competence a satisfactory way. The corporate governance
“Learning and innovation” is one of the report is to be considered by the annual
group’s core values, and Wilhelmsen general meeting on 30 April 2019.
pays particular attention to competence
and knowledge development. A learning Sustainability
organisation with motivated employees Wilhelmsen assesses environmental, social
contributes to efficient operations and has a and corporate governance issues in its
positive impact on revenue and earnings. investment analysis, business decisions,
ownership practises and financial reporting.
Personal development plans are integrated in The company has a sustainability policy that
the performance appraisal and review process. includes human rights, labour standards
In 2018, the average hours of training recorded and a commitment to promote greater
per employee was 38 hours. environmental responsibility.
Developing leaders for the future UN Global Compact (UNGC) engagement

To meet challenging and changing In 2018, Wilhelmsen committed to
environments, Wilhelmsen is dependent on implementing the ten principles of the UN
highly qualified leaders. Global Compact throughout its operations.
The company has included requirements
In 2018, eight females and 14 males, from nine related directly to this commitment in
different nationalities participated in a three relevant policies.
module Leadership Potential programme
held in Oslo and Singapore. The programme Wilhelmsen also joined the UNGC Sustainable
focused on design thinking methodology, ocean business action platform to partner
leadership toolboxes, and an agile mindset. with other serious actors in contributing to the
achievement of the Sustainable Development
Digital trainees Goals. The platform will conclude in 2020.
To increase the digital competence in the
group and challenge existing mindsets, Sustainability governance
Wilhelmsen recruited three digital trainees The board acknowledges that sustainability
(two female and one male) in 2018, all is a vital prerequisite for Wilhelmsen to be
graduates from Norwegian University of a profitable and responsible player in the
Science and Technology (NTNU). The trainees industry and society at large. With an aim to
are assigned to digital projects in the group increase transparency, the board therefore
companies over an 18-month period. issues a sustainability report following
the guidelines set forward in the GRI
Maritime trainees Sustainability reporting standards. The report
As part of an ongoing commitment to describes how Wilhelmsen combines long-
developing maritime competence, ship term profitability with emphasis on ethical
management recruited two maritime business conduct, sustainable solutions
trainees (two females) in 2018 to embark on a and with respect for human beings, the
20-month maritime trainee program. environment and society.
Corporate governance Materiality assessment

The board believes sound corporate In 2018, the company conducted an extensive
governance is a foundation for profitable materiality assessment supported by DNV
growth and that it provides a healthy company GL to ensure attention is on material aspects

Sustainability of the group’s business. The assessment • increase employee competence in health and
key focus concluded that the following topics are of
most importance:
safety behaviour
areas in 2019: • ethics and anti-corruption, Responsible procurement:

• health and safety, • improve supplier selection and assessment
• Ethics and anti-corruption
• Health and safety
• responsible procurement, and process
• Responsible procurement • cyber security and data protection. • improve supplier engagement in responsible
• Cyber security and data practices through risk-based audits
protection
These aspects are addressed in the sustainability • optimize organisational resources internally
report. The full report is available on to improve experience sharing and
www.wilhelmsen.com. knowledge transfer
Significant changes to sustainability Cyber security:

reporting boundary in 2018 • implement a cyber security framework with
In 2018, the supply service and solutions continuous assessment on both where we
segment have been included in the boundary are and where we need to be when it comes
of the sustainability report. to cyber maturity
• increase employee competence in cyber
Focus areas and achievements in 2018 security and data protection risk prevention
In 2018, the following areas received particular behaviour
attention: • Strengthen operational measures in cyber
• Employee engagement security
• Partnerships for sustainable innovations
• Materiality assessment Stakeholder engagement
• Anti-corruption, competition law, fraud The company is regularly in dialogue with key
and theft as well as whistleblowing stakeholders who engage with issues relating
• Cyber security to the maritime industry and the activities
• EU General Data Protection Regulation of the Wilhelmsen group. The dialogue
(GDPR) contributes to understanding the expectations
of the community and transferring them
The company’s achievements included: to the group. It also enables the company
• Positive 72 point score and 89% completion to communicate decisions to stakeholders
rate in employee engagement survey and provide them with explanations for our
• Established world’s first autonomous underlying motives.
shipping company with partners
• Defined four high impact sustainability focus In 2018, Wilhelmsen was engaged in
areas where the group will intensify efforts dialogues with governments, investors,
• Appropriate risk reduction methods and non-governmental organisations and other
tools implemented for cyber security stakeholders discussing topics related
• Implementation of policy and practises to the group or industry at large. The
to address EU General Data Protection main questions were related to financial,
Regulation (GDPR). compliance, innovation and sustainability
in general.
Focus areas for 2019
Focus areas have been defined for the group to Allocation of profit, dividend and shares
intensify efforts on the most material topics: The board’s proposal for allocation of the net
profit for the year is as follows:
Ethics and anti-corruption:
• Improve identification and follow up of
compliance deviations Parent company accounts (NOK thousand)
• Increase employee competence in
responsible business practice with rollout Profit for the year NOK 359 131
of new business standard program and
awareness of our whistleblowing channel To equity NOK 150 464
• Optimise organisational resources internally
to improve experience sharing and Proposed dividend NOK 116 010
knowledge transfer
Interim dividend paid NOK 92 658
Health and safety:
• continuous improvement of health and Total allocations NOK 359 131
safety management systems

Dividend The targeted acquisition of Drew Marine did Outlook

The board is proposing a NOK 2.50 dividend
per share payable during the second quarter
not materialise, and as a consequence the
marine products business will be developed
2019: Stable
of 2019, representing a total payment of NOK primarily organically. Focus on improving development
116 million. The board also proposes that
the annual general meeting gives the board
the operating margin, strengthening
profitability and growing the business will
of underlying
authority to approve further dividend of up to remain. Continued performance improvement operating
NOK 2.50 per share for a period limited in time initiatives are expected to have a positive
impact on operating margin.
performance.
up to the annual general meeting in 2020, but
no longer than to 30 June 2020.
The ~20% ownership stake in Survitec Group
Shares is not expected to generate any revenue or
As of 31 December 2018, the company had cash contribution in the short to medium
3 053 shareholders. 92% of the shareholders term. While Wilhelmsen has made a
were domiciled in Norway, while 8% of the substantial write down of the asset value in
shareholders were domiciled outside Norway. 2018, the investment continue to have a long-
Shareholders domiciled outside Norway term value potential.
owned 17% of the company’s shares.
Outlook for supply services
The board is granted an authorisation to, on NorSea Group, where Wilhelmsen has a
behalf of the company, acquire up to 10% 75.2% shareholding, is mainly exposed
of the company’s own issued shares. The to the Norwegian and Danish oil and gas
authorisation is valid until the annual general industry. Oil prices have recovered from lows
meeting in 2019, but no longer than to 30 June experienced early 2016, supporting some
2019. uplift in activity level. Income from supply
base real estate properties will continue to
In 2018, Wilhelmsen liquidated 100 000 own be an important contributor, while activity
Class A shares, reducing the share capital within offshore wind is expected to gradually
to NOK 928 076 480. After the liquidation, the increase.
company has a total of 46 403 824 shares, split
on 34 537 092 Class A shares and 11 866 732 For governmental services, 2018 was marked
Class B shares. by significant income from the NATO
exercise Trident Juncture. This implies a
Outlook reduction in activity level and income in the
Group business drivers short term.
Wilhelmsen is a global provider of maritime
related services, transportation and logistics Outlook for other activities
solutions. The prospects for the group and Wallenius Wilhelmsen ASA, where
its business segments are, to various degree, Wilhelmsen has a ~37.8% shareholding,
correlated with general development in world maintains a balanced view on prospects. There
economy and trade. is increased uncertainty around the volume
outlook and market rates remain at a low level,
Projections for 2019 provided by the but tonnage balance is gradually improving.
International Monetary Fund and other A new two-year performance improvement
institutions indicates that global expansion program will support underlying profitability
has weakened, but that growth remains at a going forward.
fairly high level. An escalation of global trade
tensions remains a key source of risk to the Treasure ASA, where Wilhelmsen has a
outlook. ~72.7% shareholding, is an investment
company with currently one main asset.
Outlook for maritime services The prospects for the group correlates
Continued global growth and low strongly with the general development of
newbuilding activity support further the Hyundai Glovis financial and share price
recovery of the general shipping market. performance.
A slowdown in global trade will have the
opposite effect. Qube Holdings, where Wilhelmsen has a
~3.0% equity stake, remains exposed to
Following sale of some business activities in the general Australian economy and trade.
2016, Wilhelmsen has focused on building Long-term value creation is also sensitive to
leading positions within marine products, successful development of Qube’s logistics
ships agency and ship management globally. infrastructure.


The board of
Wilh. Wilhelmsen
Holding ASA
From left:
Carl Erik Steen
Irene Waage Basili
Diderik Schnitler (chair)
Cathrine Løvenskiold Wilhelmsen
Trond Ø. Westlie

Outlook for the Wilhelmsen group the board expects a stable development of
2018 marked the first full year with the new underlying operating performance.
group structure. While financial performance Wilhelmsen’s exposure towards global
last year was hit by falling asset prices, trade, and potential introduction of further
the operating performance has improved. tariffs and restrictions, continues to create
Wilhelmsen continues to hold leading uncertainties. Wilhelmsen retains its
positions in main business segments, and robustness to meet such eventualities.
Lysaker, 14 March 2019

The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler Trond Ø. Westlie Carl Erik Steen

chair
Irene Waage Basili Cathrine Løvenskiold Wilhelmsen Thomas Wilhelmsen

group CEO

Responsible
procurement
Since thousands of suppliers and products make up vital pieces of the Wilhelmsen machinery,
we need to make sure that our sustainable expectations are clearly communicated to and
understood by all our suppliers and product manufacturers. We simply require everyone we
partner up with to do business the right way. Together we can enable sustainable global trade.
Together we can make sure our industry contributes to the 17 Sustainable Development Goals.
Accounts and notes – group
Group Accounts and notes
Income statement Wilh. Wilhelmsen Holding group

USD mill Note 2018 2017
Operating revenue 1/3/20 867 632
Other income
Gain/(loss) on sale of assets 1/23 4 161
Total income 871 793
Operating expenses
Cost of goods and change in inventory 13 (267) (194)
Employee benefits 6 (320) (252)
Other expenses 1/20 (206) (150)
Depreciation 7 (42) (22)
Total operating expenses (835) (617)
Operating profit 36 176
Share of profits from joint ventures and associates 4 36 55

Change in fair value financial assets 12 (116)
Financial income 1 16 36
Financial expenses 1 (57) (14)
Profit/(loss) before tax (86) 253
Tax income/(expenses) 8 12 (16)

Profit/(loss) from continued operations (75) 236
Discontinued operations
Net profit/(loss) from discontinued operations (net after tax) 22 (239)
Profit/(loss) for the period (75) (2)
Of which:
Profit attributable to non-controlling interests continued operations (6) 55
Profit/(loss) attributable to non-controlling interests discontinued operations 7
Profit/(loss) attributable to owners of the parent (69) (64)
Basic / diluted earnings per share (USD) 9 (1.48) (1.38)
Comprehensive income Wilh. Wilhelmsen Holding group

Profit/(loss) for the year (75) (2)
Items that may be reclassified to the income statement

Cash flow hedges (net after tax) 2
Revaluation mark to market value available-for-sale financial assets 12 3
Comprehensive income from associates (1)
Currency translation differences 17 (57) 47
Currency translation differences recycled to income statement as part of loss of sale of assets 28
Comprehensive income discontinued operations (1)
Items that will not be reclassified to the income statement
Remeasurement postemployment benefits, net of tax 10 1
Other comprehensive income, net of tax (53) 77
Total comprehensive income for the year (128) 75
Total comprehensive income attributable to:

Owners of the parent continued operations (119) 253
Owners of the parent discontinued operations (239)
Non-controlling interests (9) 62
Total comprehensive income for the year (128) 75
Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements.

Accounts and notes Group
Balance sheet Wilh. Wilhelmsen Holding group

USD mill Note 31.12.2018 31.12.2017
ASSETS
Non current assets
Deferred tax asset 8 54 18
Goodwill and other intangible assets 7 156 171
Vessel, property and other tangible assets 7 567 590
Investments in joint ventures and associates 4 1 018 1 019
Financial assets to fair value 12/17 650 801
Other non current assets 11 23 37
Total non current assets 2 467 2 637
Current assets
Inventories 13 74 81
Current financial investments 14/17 88 101
Other current assets 11/15 311 287
Cash and cash equivalents 15 140 167
Total current assets 612 636
Total assets 3 079 3 273
EQUITY AND LIABILITIES

Equity
Paid-in capital 122 122
Retained earnings and other reserves 1 699 1 853
Attributable to equity holders of the parent 1 821 1 975
Non-controlling interests 196 212
Total equity 2 017 2 188
Non current liabilities

Pension liabilities 10 20 23
Deferred tax 8 12 6
Non current interest-bearing debt 16/17 448 493
Other non current liabilities 11 100 97
Total non current liabilities 580 619
Current liabilities
Current income tax 8 13 11
Public duties payable 9 7
Current interest-bearing debt 16/17 85 108
Other current liabilities 11 375 341
Total current liabilities 483 466
Total equity and liabilities 3 079 3 273


chair

group CEO

Cash flow statement Wilh. Wilhelmsen Holding group

USD mill Note 2018 2017*
Cash flow from operating activities

Share of (profit)/loss from joint ventures and associates 4 (36) (69)
Changes in fair value financial assets 12 116
Financial (income)/expenses 1 41 (6)
Financial derivatives unrealised 1 (8)
Depreciation/impairment 7 42 42
(Gain)/loss on sale of fixed assets 1 (4) (11)
Gain from sale of subsidiaries, joint ventures and associates 4/22 107
Change in net pension asset/liability (1) (5)
Change in inventory 7 (21)
Change in working capital (6) 38
Tax paid (company income tax, withholding tax) (12) (11)
Net cash provided by operating activities 62 70
Cash flow from investing activities

Dividend received from joint ventures and associates 4 20 18
Proceeds from sale of fixed assets 14 63
Investments in tangible and intangible assets 7 (54) (29)
Net proceeds from sale of subsidiaries 7 14
Cash discontinued operations 22 (121)
Investments in subsidiaries 23 (1) (89)
Loan repayments received from sale of subsidiaries 17
Proceeds from sale of financial investments 71 111
Current financial investments (38) (58)
Interest received 1 4 5
Net cash flow from investing activities 40 (87)
Cash flow from financing activities

Net proceeds from issue of debt after debt expenses 16 153 230
Repayment of debt 16 (211) (271)
Interest paid including interest derivatives 1 (29) (37)
Dividend to shareholders (40) (36)
Net cash flow from financing activities (128) (114)
Net increase in cash and cash equivalents (26) (130)

Cash and cash equivalents at the beginning of the period 167 296
Cash and cash equivalents at 31.12 140 167
* 2017 including discontinued operations.
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.

Equity Wilh. Wilhelmsen Holding group

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Non-
Retained controlling
USD mill Share capital Own shares earnings Total 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 (69) (69) (6) (75)
Other comprehensive income (50) (50) (3) (53)
Change in non-controlling interests (1) (1)
Put option in associate (5) (5) (5)
Total comprehensive income for the period 0 0 (124) (124) (10) (134)
Transactions with owners:

Dividends (31) (31) (6) (37)
Balance 31.12.2018 122 0 1 699 1 821 196 2 017
Owned shares, 100.000 class A, were liquidated in 2018. The share capital is reduced from NOK 930 076 480 by NOK 2 000 000 to NOK 928 076 480.
Non-
Own Retained controlling
USD mill Share capital shares earnings Total interests Total equity
Balance 31.12.2016 122 1 868 1 990 502 2 492
Comprehensive income for the period:

Profit/(loss) for the period (64) (64) 62 (2)
Other comprehensive income* 77 77 (1) 77
Incoming non-controlling interests 56 56
Outgoing non-controlling interests (398) (398)
Total comprehensive income for the period 0 0 11 11 (278) (267)
Transactions with owners:

Dividends (28) (28) (8) (36)
Balance 31.12.2017 122 0 1 853 1 975 212 2 188
*Other comprehensive income in statement of equity is not restated in The proposed dividend for fiscal year 2018 is NOK 2.50 per share, payable in
discontinued and continued operations. the second quarter of 2019.
Dividend for fiscal year 2017 was NOK 5.50 per share, where NOK 3.50 per share A decision on this proposal will be taken by the annual general meeting on
was paid in May 2018 and NOK 2.00 per share was paid in November 2018. 30 April 2019. The proposed dividend is not accrued in the year-end balance
sheet. The dividend will have effect on retained earnings in second quarter
Dividend for fiscal year 2016 was NOK 5.00 per share, where NOK 3.50 per share of 2019.
was paid in May 2017 and NOK 1.50 per share was paid in November 2017.

Accounting policies
Wilh. Wilhelmsen Holding group and Wilh. Wilhelmsen Holding ASA
GENERAL INFORMATION where assumptions and estimates are significant to the consolidated financial
Wilh. Wilhelmsen Holding ASA (referred to as the parent company) is domiciled statements are described in more detail in the section on critical accounting
in Norway. The consolidated accounts for fiscal year 2018 include the parent estimates and assumptions.
company and its subsidiaries (referred to collectively as the group) and the
group’s share of joint ventures and associated companies. The accounting policies outlined have been applied consistently for all periods
presented in the accounts.
The annual accounts for the group and the parent company were issued by the
board of directors on 14 March 2019. Standards, amendments and interpretations
IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition
The company is a public limited liability company, listed on the Oslo Stock and Measurement for annual periods beginning on or after 1 January 2018,
Exchange. bringing together all three aspects of the accounting for financial instruments:
classification and measurement; impairment; and hedge accounting.
BASIC POLICIES
The consolidated accounts have been prepared in accordance with the The Group has applied IFRS 9 retrospectively, with the initial application date of
International Financial Reporting Standards (IFRS), as endorsed by the 1 January 2018. The Group has not adjusted the comparative information for
European Union. The separate financial statements for the parent company the period beginning 1 January 2017.
have been prepared and presented in accordance with simplified IFRS as
approved by Ministry of Finance 3 November 2014. In the separate statements Classification and measurement
the exception from IFRS for recognition of dividends and group contributions is The Group continued measuring at fair value all financial assets previously
applied. Otherwise, the explanations of the accounting policy for the group also held at fair value under IAS 39. The changes in the classification of the Group’s
apply to the separate statements, and the notes to the consolidated financial financial assets are described in:
statements will to a large degree also cover the separate statements.
Note 12 “Financial assets at fair value” for evaluation of IFRS 9’s presentation
The accounts for the group and the parent company are referred to collectively options, for assets accounted for as “Available-for-sale” under IAS 39, available
as the accounts. from the effective date of 01.01.2018.
The group accounts are presented in US dollars (USD), rounded off to the The group has evaluated the impact of IFRS 15. The implementation of the
nearest whole million. standard has no material impact on the consolidated and parent accounts.
Entities in Maritime Services, Supply Services and Holding and Investments There are no other new or amended standards adopted by the group or parent
are measured using currency of primary economic location in which the entity company in 2018.
operates. The exceptions are investments activity in Malta, where AUD is the
functional currency and the parent company Wilhelmsen Maritime Services New standards, amendments and interpretations to existing standards that
(WMS AS) has USD. are not yet effective and have not been early adopted by the group;
IFRS 16, ‘Leases’, issued in January 2016 and effective from 1 January 2019
The presentation currency of the separate statements of the parent is NOK covers the recognition of leases and related disclosure in the financial statements,
which is also its functional currency. and will replace IAS 17 ‘Leases’. In the financial statement of lessees, the new
standard requires recognition of all contracts that qualify under its definition of a
The income statements and balance sheets for group companies with a lease as right-of-use assets and lease liabilities in the balance sheet, while lease
functional currency which differs from the presentation currency (USD) are payments should be split in interest expense and reduction of lease liabilities. The
translated as follows: 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
• the balance sheet is translated at the closing exchange rate on the balance useful life. The standard consequently implies a significant change in lessees’
sheet date accounting for leases currently defined as operating leases under IAS 17. While
this definition is similar to that of IAS 17, it would have required further evaluation
• income and expense items are translated at a rate that is representative as of each contract to determine whether all lease contracts in the group currently
an average exchange rate for the period, unless the exchange rates fluctuate not defined as financial lease, would qualify as leases under new standard. The
significantly for that period, in which case the exchange rates at the dates of group has evaluated the impact of IFRS 16. The current material lease contracts
the transactions are used are related to land and properties (see group account note 19). There are no
other IFRSs or IFRIC interpretations that are not yet effective that would be
• the translation difference is recognised in other comprehensive income and expected to have a material impact on the group and the parent company.
split between controlling and non-controlling interests
COMPARATIVE FIGURES
Goodwill and fair value adjustments of assets and liabilities related to When items are reclassified in the segment reporting, the comparative figures
acquisition of entities which have a functional currency other than USD are are included from the beginning of the earliest comparative period.
attributed to the acquired entity’s functional currency and translated at the
exchange rate prevailing on the balance sheet date. SHARES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
(PARENT COMPANY)
The accounts have been prepared under the historical cost convention as Shares in subsidiaries, joint ventures and associates are presented according
modified by the revaluation of some financial assets and liabilities (including to the cost method. Group contribution received is included in dividends
financial derivatives) at fair value through the income statement. from subsidiaries. Group contributions and dividends from subsidiaries are
recognised in the year for which they are proposed by the subsidiary to the
Preparing financial statements in conformity with IFRS and simplified IFRS extent the parent company can control the decision of the subsidiary through
requires the management to make use of estimates and assumptions which its shareholdings on the balance sheet date. Shares in subsidiaries, joint
affect the application of the accounting policies and the reported amounts of ventures and associates are reviewed for impairment whenever events or
assets and liabilities, revenues and expenses. changes in circumstances indicate that the carrying amount may exceed the
recoverable amount of the investment. An impairment loss is reversed if the
Estimates and associated assumptions are based on historical experience impairment situation is deemed to no longer exist.
and other factors regarded as reasonable under the circumstances. The actual
result may vary from these estimates. CONSOLIDATION POLICIES
Subsidiaries
The areas involving a higher degree of judgement or complexity, or areas Subsidiaries are all entities over which the group has the power to govern the

Accounting policies
financial and operating policies, generally accompanying a shareholding of When an investment ceases to be an associate, the difference between (1) the
more than half of the voting rights. Subsidiaries are consolidated from the date fair value of any retained investment and proceeds from disposing of the part
on which control is transferred to the group. They are deconsolidated from the interest in the associate and (2) the carrying amount of the investment at the
date that control ceases. 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
Intercompany transactions, balances and unrealised gains and losses on investment continues to be a joint venture or an associate, a gain or loss is
transactions between group companies are eliminated. recognised in the income statement corresponding to the difference between
the proportionate book value of the investment sold and the proceeds from
Business combination disposing of the part interest in the joint venture or associate.
The acquisition method of accounting is used to account for all business
combinations, regardless of whether equity instruments or other assets are Non-controlling interests
acquired. The consideration transferred for the acquisition comprises the: The group treats transactions with non-controlling interests as transactions
with equity owners of the group.
• fair value of the asset transferred
• liabilities incurred to the former owners of the acquired business For purchases from non-controlling interests, the difference between any
• equity interests issued by the group consideration paid and relevant share acquired of the carrying value of net
• fair value of any assets or liability resulting from a contingent consideration assets of the subsidiary is recorded in equity.
arrangement, and
• fair value of any pre-existing equity interest in the subsidiary Gains or losses on disposals to non-controlling interests are also recorded in
equity.
Identifiable assets acquired and liabilities and contingent liabilities assumed in
a business combination are, with limited exceptions, measured initially at their Discontinued operations
fair values at the acquisition date. The group recognises any non-controlling A discontinued operation is a component of the entity that has been disposed
interest in the acquired entity on an acquisition-by-acquisition basis either at of or is classified as held for sale and that represents a separate major line of
fair value or at non-controlling interest’s proportionate share of the acquired business or geographical area or operations, is part of a single co-ordinated
entity’s net identifiable assets. plan to dispose of such a line of business or area of operations, or is a
subsidiary acquired exclusively with a view to resale. The result of discontinued
Acquisition-related costs are expensed as incurred. operations is presented separately in the income statement.
The excess of the SEGMENT REPORTING

• consideration transferred, The operating segments are reported in a manner consistent with the internal
• amount of any non-controlling interest in the acquired entity, and financial reporting provided to the chief operating decision-maker.
• 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 Comparative figures have been reclassified in the segment’s figures from the
as goodwill. If those amounts are less than the fair value of the net identifiable beginning of earliest comparative period.
assets of the business acquired, the difference is recognised directly in profit
or loss as a bargain purchase The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
Contingent consideration is classified either as equity or a financial liability. identified as the board and Group Management Team, consisting of the group
Amounts classified as a financial liability are subsequently remeasured to fair chief executive officer (group CEO) and five executive managers.
value with changes in fair value recognised in the income statement.
RELATED PARTIES TRANSACTIONS
If the business combination is achieved in stages, the acquisition date The group and the parent company have transactions with joint ventures and
carrying value of the acquirer’s previously held equity interest in the acquire is associated companies. These contracts are based on commercial market terms.
remeasured to fair value at the acquisition date. Any gain or losses arising from
such remeasurement are recognised in profit and loss. See note 11 and 20 to the group accounts for transactions with joint ventures
and associates and note 6 and 14 to the parent company accounts.
Joint arrangements and associates
Joint arrangements and associates are entities over which the group or parent See note 6 to the group accounts concerning remuneration of senior executives
company has joint control or significant influence respectively but does not in the group and note 2 to the parent company accounts for information
control alone. concerning loans and guarantees for employees in the parent company.
Investments in joint arrangements are classified as either joint operations or FOREIGN CURRENCY TRANSACTION AND TRANSLATION
joint ventures depending on the contractual rights and obligations to each Transactions
investor. The group has assessed the nature of its joint arrangements and Individual companies’ transactions in foreign currencies are initially recorded
determined them to be joint ventures. Joint ventures are accounted for using in the functional currency by applying the rate of exchange as of the date
the equity method. of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated into the respective functional currency at the rate of
Significant influence generally accompanies investments where the group or the exchange at the balance sheet date. The realised and unrealised currency
the parent company has 20-50% of the voting rights. The group’s investments gains or losses are included in financial income or expense. For qualified cash
in joint ventures and associates are accounted for by the equity method. Such flow hedging derivatives, qualifying net investment hedges, gains and losses
investments are recognised at the date of acquisition at cost, including excess are recognised in other comprehensive income, and reclassified when the
values and possible goodwill. hedged object affects profit or loss.
The group’s share of profit after tax from joint ventures and associates, are Translations
recognised in the income statement as an investing and financial activity. In the consolidated financial statements, the assets and liabilities of the
The share of profit after tax from joint ventures and associates is added to parent company (NOK functional) as well as all non USD functional currency
the carrying amount of the investments together with its share of equity subsidiaries, joint ventures and associates, including related goodwill, are
movements not recognised in the income statement. Sale and dilution of the translated into USD using the rate of exchange as of the balance sheet date.
share of associate companies is recognised in the income statement when the The results and cash flow of non USD functional currency subsidiaries, joint
transactions occur for the group. Unrealised gains on transactions are partially ventures and associates are translated into USD using average exchange rate
eliminated under the equity method. for the period reported (unless this average is not a reasonable approximation

Accounting policies
of the cumulative effect of the rates prevailing on the transaction dates, in Goodwill
which case income and expenses are translated at the rate on the dates of the Goodwill represents the excess of the consideration transferred, the amount of
transactions). Exchange adjustments arising when the opening net assets and any non-controlling interests in the acquiree and the acquisition date fair value
the net income for the year retained by non USD operation are translated into of any previous equity interests in the acquiree over the fair value of the
USD are recognised in other comprehensive income. On disposals of a non identifiable net assets of the acquired subsidiary, joint venture or associate.
USD functional currency subsidiary, joint ventures or associates, the deferred Goodwill arising from the acquisition of subsidiaries is classified as an intangible
cumulative amount recognised in equity relating to that particular entity is asset. Goodwill arising from the acquisition of an interest in an associated
recognised in the income statement. company is included under investment in associated companies and tested for
impairment as part of the carried amount of the investment annually.
REVENUE RECOGNITION
Revenue from sale of goods and services is recognised when the group entity Goodwill from acquisition of businesses is tested annually for impairment and
sells a product or service to customer. Revenues are recognised at fair value of carried at cost less impairment losses. Impairment losses on goodwill are not
the consideration and presented net of value added tax and discounts. reversed. Gain or loss on the sale of a business includes the carried amount of
goodwill related to the sold business.
Maritime Services
Revenue from the sale of goods and services is measured at fair value of the For impairment testing goodwill is allocated to relevant cash-generating units
consideration, net of VAT, returns and discounts. Revenue from the sale of (“CGU”). The allocation is made to those CGU or groups of CGU which are
goods is recognised when ownership passes to the customers. Generally, this expected to benefit from the acquisition.
is when products are delivered. Rebates and incentive allowance are deferred
and recognised in income upon the realisation or the closing of the rebate Details concerning the accounting treatment of goodwill are provided in the
period. Services are recognised as they are rendered. section on consolidation policies above.
Supply Services Other intangible assets

Recognition of revenue is when it is earned, i.e. when the main risk and control Costs associated with maintaining computer software programmes are
has been transferred to the customer. This will normally be when the goods recognised as an expense as incurred. Development costs that are directly
are delivered to the customer. Revenue is measured at the fair value of the attributable to the design and testing of identifiable and unique software
consideration on the time of the transaction. products controlled by the group are recognised as intangible assets when the
following criteria are met:
INVENTORIES • it is technically feasible to complete the software product so that it will be
Inventories of purchased goods and work in progress, are valued at cost in available for use;
accordance with the weighted average cost method. Impairment losses are • management intends to complete the software product and use or sell it;
recognised if the net realisable value is lower than the cost price. • it can be demonstrated how the software product will generate probable
future economic benefits;
EMPLOYEE BENEFITS - CASH-SETTLED ARRANGEMENTS • adequate technical, financial and other resources to complete the
Cash–settled payments / bonus plans development and to use or sell the software product are available; and
For cash-settled payments, a liability equal to the portion services received is • the expenditure attributable to the software product during its development
recognised at fair value determined at each balance sheet date. can be reliably measured
See note 6 to the group accounts and note 2 and 16 to the parent accounts Trademark, technology/licenses and customer relationship have a finite life and
concerning remuneration of senior executives. are recognised at historical cost less accumulated amortisation. Amortisation
is calculated using the straight-line method to allocate the cost of trademarks
TANGIBLE ASSETS and licenses over their estimated useful life.
Vessel, property and other tangible assets acquired by group companies are
stated at historical cost. Depreciation is calculated on a straight-line basis. Capitalised expenses related to other intangible assets are amortised over the
expected useful lives in accordance with the straight-line method.
The carrying value of tangible assets equals the historical cost less
accumulated depreciation and any impairment charges. IMPAIRMENT OF GOODWILL AND OTHER NON- FINANCIAL ASSETS
Non-financial assets
The group’s borrowing costs are recognised in the income statement when At each reporting date the accounts are assessed whether there is an
they arise. Borrowing costs are capitalised to the extent that they are directly indication that an asset may be impaired. If any such indication exists, or when
related to the acquisition of the asset. 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
Land is not depreciated. Other tangible assets are depreciated over the market value of the asset, less cost to sell, and the net present value (NPV) of
following expected useful lives: future estimated cash flow from the employment of the asset (“value in use”).
Property 10-50 years The NPV is based on a discount rate according to a weighted average cost of
Vessel 25 years capital (“WACC”) reflecting the company’s required rate of return. The WACC is
Other tangible assets 3-10 years 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
Each component of a tangible asset which is significant for the total cost of the the book value, impairment has occurred, and the asset shall be revalued.
item will be depreciated separately. Components with similar useful lives will be Impairment losses are recognised in profit or loss. Assets are grouped at the
included in a single component. lowest level where there are separately identifiable independent cash flows.
The estimated residual value and expected useful life of long-lived assets are Goodwill
reviewed at each balance sheet date, and where they differ significantly from Goodwill acquired through business combinations has been allocated to the
previous estimates, depreciation charges will be changed accordingly. 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
GOODWILL AND OTHER INTANGIBLE ASSETS the goodwill relates. If the ”value in use” of the CGU is less than the carrying
Amortisation of intangible fixed assets is based on the following expected amount of the CGU, including goodwill, goodwill will be written down first.
useful lives: Thereafter the carrying amount of the CGU will be written down. Impairment
Goodwill Indefinite life losses related to goodwill cannot be reversed.
Software and licenses 3-5 years
Other intangible assets 5-10 years

Accounting policies
LEASES Financial assets to fair value are included in non-current assets unless the
Leases for property and equipment where the group carries substantially all the investment matures or management intends to dispose of it within 12 months
risks and rewards of ownership are classified as financial leases. of the end of the reporting period.
Financial leases are capitalised at the commencement of the lease at the lower FINANCIAL DERIVATIVES
of fair value of the leased item or the present value of agreed lease payments. Derivatives are included in current assets or current liabilities, except for
Each lease payment is allocated between liability and finance charges. The maturities greater than 12 months after the balance sheet date. These are
corresponding rental obligations are included in other non-current liabilities. classified as non-current assets or other non-current liabilities as they form
The associated interest element is charged to the income statement over part of the group’s long-term economic hedging strategy and are not classified
the lease period so as to produce a periodic rate of interest on the remaining as held for trading.
balance of the liability for each period.
Derivatives are recognised at fair value on the date a derivative contract is
Financial leases are depreciated over the shorter of the useful life of the asset entered into and are revalued on a continuous basis at their fair value.
or the lease term.
Derivatives which do not qualify for hedge accounting
Leases where a significant portion of the risks and rewards of ownership are Most derivative instruments do not qualify for hedge accounting. Changes
retained by the lessor are classified as operating leases. Payments made under in the fair value of any derivative instruments which do not qualify for hedge
operating leases, net of any financial incentives from the lessor, are charged to accounting are presented in the income statement as financial income/expense.
the income statement on a straight-line basis over the period of the lease.
Derivatives which do qualify for hedge accounting
FINANCIAL ASSETS The group designates certain derivatives as hedges of highly probable forecast
From 1 January 2018, the group classifies its financial assets in the following transactions (cash flow hedges).
measurement categories:
• those to be measured subsequently at fair value through income statement At the date of the hedging transaction, the group documents the relationship
• those to be measured at amortised cost between hedging instruments and hedged items, as well as the objective of its
risk management and the strategy underlying the various hedge transactions. The
Management determines the classification of financial assets at their initial group also documents the extent to which the applied derivatives are effective
recognition. 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.
Financial assets subsequently carried at fair value are initially recognised at fair
value, and transaction costs are expensed in the income statement. The fair value of derivatives used for hedging is shown in note 17 to the group
The group and the parent company classified financial assets under IAS 39 into accounts. Changes in the valuation of qualified hedges are recognised directly
the following categories: trading financial assets at fair value through income in other comprehensive income until the hedged transactions are realised.
statement, loans and receivables. The classification depended on the purpose
of the asset. 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
Short term investments not traded in an active market is determined using valuation methodology, such
This category consists of financial assets held for trading. A financial asset is as the discounted value of future cash flows. Independent experts verify the
classified in this category if acquired principally for the purpose of profit from value determination for instruments which are considered material.
short term price gains. Short term investments are measured at fair value.
The resulting unrealised gains and losses are included in financial income and Cash flow hedge
expense. Derivatives are also placed in this category unless designated as The effective portion of changes in the fair value of derivatives designated
hedges. Assets in this category are classified as current. as cash flow hedges are recognised in other comprehensive income
together with the deferred tax effect. Gain and loss on the ineffective portion
Loans and receivables at amortised cost is recognised in the income statement. Amounts recognised in other
Loans and receivables are non derivative financial assets with fixed or comprehensive income are recognised as income or expense in the income
determinable payments, which are not traded in an active market. They are statement in the period when the hedged liability or planned transaction will
included in current assets, except for maturities greater than 12 months after affect the income statement.
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 Net investment hedge
the balance sheet. Gain and losses arising from the hedging instruments relating to the effective
portions of the net investment hedges are recognised in other comprehensive
Loans and receivables are recognised initially at their fair value plus transaction income. These translation reserves are reclassified to the income statement
costs. Financial assets are derecognised when the contractual rights to the upon loss of control of the hedged net investments, offsetting the translation
cash flows from the financial assets expire or are transferred, and the group has differences from these net investments. Any ineffective portion is recognised
transferred by and large all risk and return from the financial asset. immediately in the income statement as financial income/(expenses).
Realised gains and losses are recognised in the income statement in the DEFERRED TAX / DEFERRED TAX ASSET
period they arise. Deferred tax is calculated using the liability method on all temporary
differences arising between the tax bases of assets and liabilities and their
Financial assets to fair value carrying amounts in the consolidated financial statements. Deferred income
The Group continued measuring at fair value all financial assets previously held tax is determined using tax rates and laws which have been enacted by the
at fair value under IAS 39. The following are the changes in the classification of balance sheet date and are expected to apply when the related deferred
the Group’s financial assets. income tax asset is realised or the deferred income tax liability settled.
Equity investments in listed companies: Deferred income tax assets are recognised to the extent that it is probable that
These financial assets were previously classified as “available-for-sale” financial future taxable profit will be available, and that the temporary differences can be
assets are now classified and measured as equity instruments designated at deducted from this profit.
fair value through the income statement.
Deferred income tax is calculated on temporary differences arising on
Changes in fair value during the period, is recognised through the income investments in subsidiaries and associates, except where the timing of the
statement. reversal of the temporary difference is controlled by the group.

Accounting policies
PENSION OBLIGATIONS parent company account as a liability at 31 December current year. Group
Group companies have various pension schemes, and the employees are contribution to the parent company is recognised as a financial income and
covered by pension plans which comply with local laws and regulations. These current asset in the financial statement at 31 December current year.
schemes are generally funded through payments to insurance companies or
pension funds on the basis of periodic actuarial calculations. The group and LOANS
the parent company have both defined contribution and defined benefit plans Loans are recognised at fair value when the proceeds are received, net of
up to 31 December 2018. transaction costs. In subsequent periods, loans are stated at amortised cost
using the effective yield method. Any difference between proceeds (net of
The group has “Ekstrapensjon”, a contribution plan for all Norwegian transaction costs) and the redemption value is recognised in the income
employees with salaries exceeding 12 times the Norwegian National Insurance statement over the term of the loan. Loans are classified as current liabilities
base amount (G). The contribution plan replaced the group obligations mainly unless the group or the parent company has an unconditional right to defer
financed from operation. However, the group still has obligations for some settlement of the liability for at least 12 months after the balance sheet date.
employees’ related to salaries exceeding 12 times the Norwegian National
Insurance base amount (G) mainly financed from operations. PROVISIONS
The group and the parent company make provisions for legal claims when a
A defined contribution plan is one under which the group and the parent legal or constructive obligation exists as a result of past events, it is more likely
company pay fixed contributions to a separate legal entity. The group and than not that an outflow of resources will be required to settle the obligation,
the parent company have no legal or constructive obligations to pay further and the amount can be estimated with a sufficient degree of reliability.
contributions if the fund does not hold sufficient assets to pay all employees Provisions are not made for future operating losses.
the benefits relating to employee service in the current and prior periods.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
A defined benefit plan is one which is not a defined contribution plan. This type When preparing the financial statements, the group and the parent company
of plan typically defines an amount of pension benefit an employee will receive must make assumptions and estimates. These estimates are based on the
on retirement, normally dependent on one or more factors such as age, years actual underlying business, its present and forecast profitability over time, and
of service and pay. expectations about external factors such as interest rates, foreign exchange
rates and oil prices which are outside the group’s and parent company’s
The liability recognised in the balance sheet in respect of defined benefit control. This presents a substantial risk that actual conditions will vary from
pension plans is the present value of the defined benefit obligation at the end the estimates.
of the reporting period less the fair value of plan assets. The defined benefit
obligation is calculated annually by independent actuaries using the projected Impairment of goodwill
unit credit method. The present value of the defined benefit obligation is Assets that have an indefinite useful life, for example goodwill, are not subject
determined by discounting the estimated future cash outflows using interest to amortisation and are tested annually for impairment.
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 The main risks are:
to the terms of the related pension obligation. • Growth
• Net profit
The pension obligation is calculated annually by independent actuaries • Cash flow
using a straight-line earnings method. Actuarial gains and losses arising from
experience adjustments and changes in actuarial assumptions are charged or Assets that are subject to amortisation or depreciation are reviewed for
credited to equity in other comprehensive income in the period in which they impairment whenever events or changes in circumstances indicate that
arise. Past-service costs are recognised immediately in the income statement. the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds
RECEIVABLES its recoverable amount.
Account receivables and other receivables, that have fixed or determinable
payments that are not quoted in an active market are classified as receivables. 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
The group applies the IFRS 9 simplified approach to measure expected credit grouped at the lowest levels for which there are separately identifiable cash
losses which uses a lifetime expected loss allowance for all trade receivables flows (cash-generating units). Non-financial assets other than goodwill that
and contract assets. To measure the expected credit losses, trade receivables suffered impairment are reviewed for possible reversal of the impairment
has been grouped based on shared credit risk characteristics and days past due. 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
CASH AND CASH EQUIVALENTS flow generation discounted to present value. The expected future cash flow
Cash and cash equivalents include cash in hand, deposits held at call with generation and models are based on assumptions and estimate.
banks and other liquid investments with maturities of three months or less.
Bank overdrafts are presented under borrowings in current liabilities on the See note 7 in the group accounts for additional information.
balance sheet.
SHARE CAPITAL AND TREASURY SHARES

When the parent company purchases its own shares (treasury shares),
the consideration paid, including any attributable transaction costs net of
income tax, is deducted from the equity attributable to the parent company’s
shareholders until the shares are cancelled or sold. Should such shares
subsequently be sold or reissued, any consideration received is included in
share capital.
DIVIDEND IN THE GROUP ACCOUNTS

Dividend payments to the parent company’s shareholders are recognised as a
liability in the group’s financial statements from the date when the dividend is
approved by the general meeting.
DIVIDEND AND GROUP CONTRIBUTION IN PARENT ACCOUNTS

Proposed dividend for the parent company’s shareholders is shown in the

Note 1 Combined items, income statement

OPERATING REVENUE
Ships service revenue 535 525
Supply services revenue 283
Ship management and crewing revenue 41 43
Other revenue 8 63
Total operating revenue 20 867 632
GAIN ON SALE OF ASSETS

Gain on sale of assets 4 6
Disposal of associate (step up loss) 23 (40)
Gain from change in measurement of Hyundai Glovis 12 195
Total gain on sale of assets 4 161
OTHER EXPENSES
Loss on sale of assets (1)
Office expenses (58) (39)
Communication and IT expenses (27) (30)
External services (31) (35)
Travel and meeting expenses (8) (8)
Marketing expenses (4) (4)
Other operating expenses (78) (32)
Total other expenses 20 (206) (150)
FINANCIAL INCOME AND EXPENSES

Financial items
Investment management (6) 5
Interest income 4 5
Other financial items 18 12
Net financial items 16 22
Financial – interest expenses

Interest expenses (29) (14)
Other financial expenses (5)
Net financial – interest expenses (34) (14)
Financial currency
Net currency gain/(loss) – non financial currency (4) 7
Net currency gain/(loss) – financial currency (3) (2)
Derivatives for hedging of cash flow risk – realised (2)
Derivatives for hedging of cash flow risk – unrealised (15) 9
Net financial currency (23) 14
Financial income/(expenses) (41) 22
Spesification of financial income and expenses

Net financial items 16 22
Net financial currency gain 14
Financial income 16 36
Net financial – interest expenses (34) (14)

Net financial currency loss (23)
Financial expenses (57) (14)
See note 17 on financial risk and the section of the accounting policies concerning financial derivatives.

Note 2 Segment reporting

SEGMENTS
The chief operating decision-maker monitors the business by combining The Holding and Investments segment includes the parent company, Wilh.
entities with similar operational characteristics such as product services, Wilhelmsen Holding ASA, Treasure ASA group, Wilh. Wilhelmsen Holding Invest
market and underlying asset base, into operating segments. AS group and other minor activities (WilService AS, Wilhelmsen Accounting
Services AS and corporate group activities like operational management, legal,
The Maritime Services segment offers marine products, ship agency services finance, portfolio management, communication and human relations) which
and logistics to the merchant fleet and ship management including manning for fail to meet the definition for other core activities. The groups investment in
all major vessel types, through a worldwide network of more than 255 offices in WalWil is presented as part of Holding and Investments as an investment in
some 67 countries. associates.
The Supply Services segment is mainly related to the operation of supply Eliminations are between the group’s three segments mentioned above.
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 The segment income statement are measured in the same way as in the
activity in Norway, the segment offers its services in both Denmark and in financial statements.
the UK. The international activity consists of both operation of supply bases,
maintenance of rigs and handling of logistics related to international pipeline The segment information provided to the chief operating decision-maker for
projects and windmill parks. the reportable segments for the year ended 31 December 2018 is as follows:
Eliminations/
Holding discontinued
USD mill Maritime Services Supply Services and Investments operations (2017)* Total
2018 2017 2018 2017 2018 2017 2018 2017 2018 2017
INCOME STATEMENT
Operating revenue 580 574 283 57 11 16 (7) (14) 867 632
Gain on disposals of assets 2 6 3 155 4 161
Total income 582 580 285 57 11 171 (7) (14) 871 793
Cost of goods and change in inventory (198) (182) (68) (10) (1) (1) (267) (194)
Employee benefits (212) (214) (96) (20) (13) (19) (320) (252)
Other expenses (130) (133) (71) (18) (12) (13) 6 14 (206) (150)
Depreciation and impairments (16) (15) (26) (6) (1) (42) (22)
Total operating expenses (556) (544) (260) (54) (26) (34) 7 14 (835) (617)
Operating profit/(loss) 26 36 25 2 (15) 138 0 (0) 36 176
Share of profit from associates 4 4 9 1 23 49 36 55

Changes in fair value financial assets (61) (56) (116)
Net financial income / expenses (37) 6 (15) (1) 10 16 (41) 22
Profit/(loss) before tax (68) 46 20 3 (38) 204 0 (0) (86) 253
Tax income/(expense) 13 (15) (4) 1 3 (2) 12 (16)
Profit/(loss) (55) 30 15 4 (35) 202 0 0 (75) 236
Result of discontinued operations (239) (239)
Non-controlling interests 2 1 4 1 (12) 52 7 (6) 62
Profit/(loss) to the owners of parent (56) 29 11 3 (23) 150 (0) (246) (69) (64)
*Discontinued operations, see note 22.
Supply Services; One customer represent about 13% of the total revenue.

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.
Holding and
USD mill Maritme Services Supply Services Investments Eliminations Total
31.12.18 31.12.17 31.12.18 31.12.17 31.12.18 31.12.17 31.12.18 31.12.17 31.12.18 31.12.17
BALANCE SHEET
Assets
Deferred tax asset 42 11 5 4 7 2 54 18
Intangible assets 149 163 6 8 156 171
Tangible assets 188 187 377 401 2 2 567 590
Investments in joint ventures
and associates 11 12 159 176 848 832 1 018 1 019
Financial assets to fair value 27 83 623 718 650 801
Other non current assets 13 29 6 5 24 22 (20) (19) 23 37
Current financial investments 88 101 88 101
Other current assets 294 305 107 62 14 38 (30) (37) 385 368
Cash and cash equivalents 110 144 12 8 18 15 140 167
Total assets 834 934 671 664 1 624 1 730 (50) (56) 3 079 3 273
Equity and liabilities

Equity majority 237 329 152 150 1 431 1 497 1 821 1 975
Equity non-controlling interests (1) (1) 54 55 144 158 196 212
Deferred tax 12 6 12 6
Interest-bearing debt 197 196 330 369 23 54 (17) (18) 533 601
Other non current liabilities 97 94 18 18 9 9 (3) (1) 120 120
Other current liabilities 292 310 117 71 17 14 (30) (37) 397 358
Total equity and liabilities 834 934 671 664 1 624 1 730 (50) (56) 3 079 3 273
Investments in tangible assets 19 21 29 4 48 26

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 Maritime Services Supply Services Holding and Investments

2018 2017 2018 2017 2018 2017
CASH FLOW
Profit/(loss) before tax (68) 46 20 3 (38) 204
Changes in fair value financial assets 61 56
Share of profit from joint ventures and associates (4) (4) (9) (1) (23) (49)
Net financial (income)/expenses 37 (6) 15 1 (10) (16)
Depreciation/impairment 16 15 26 6 1
Change in working capital (20) (10) (6) 6 5 9
Net gain from sale of assets/change of accounting principle (2) (3) (3) (155)
Net cash provided by operating activities 20 38 42 14 (9) (8)
Dividend received from joint ventures and associates 3 5 17 13

Net sale/(investments) in fixed assets (13) (15) (24) (5)
Net sale/(investments) in entities and segments 18 (21) 6 (3) (54)
Net investments in financial investments (2) 1 1 3 40
Net changes in other investments 1
Net cash flow from investing activities 7 (30) (0) (2) 36 (41)
Net change of debt 1 20 (17) (6) (27) 19

Net change in other financial items (15) (12) (14) (4) (3) (2)
Net dividend from other segments/ to shareholders (47) (34) (6) 7 (7)
Net cash flow from financing activities (61) (25) (38) (10) (23) 10
Net increase in cash and cash equivalents (34) (17) 4 2 3 (38)

Cash and cash equivalents at the beginning of the period 144 161 8 6 15 54
Cash and cash equivalents at the end of period 110 144 12 8 18 15
GEOGRAPHICAL AREAS
USD mill Europe Americas Asia & Africa Oceania Other Total
2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017
Total income 513 429 66 63 262 271 30 30 871 793

Total assets 2 367 2 474 34 36 562 622 115 141 3 079 3 273
Investment in tangible assets 38 16 1 10 9 48 26
Russia is defined as Europe.
Total income Investments in tangible assets

Area income is based on the geographical location of the company and Area capital expenditure is based on the geographical location of the assets.
includes sales gains.
Total assets
Area assets are based on the geographical location of the assets.

Note 3 Revenue from contracts with customers

OPERATING REVENUE
USD mill 2018
Holding and
Revenue segments Maritime services Supply services Elimination Total
Investments
Technical/
Marine Ships crewing
Products Agency management Other Operation Property Other Other
Revenue from
external customers 358 126 41 55 238 26 18 11 (7) 867
Total 358 126 41 55 238 26 18 11 (7) 867
Timing of revenue
recognition
At a point in time 358 55 11 (7) 417
Over time 126 41 238 26 18 450
Total 358 126 41 55 238 26 18 11 (7) 867
2017
Revenue segments
Revenue from
external customers 341 130 43 60 47 7 3 16 (14) 632
Total 341 130 43 60 47 7 3 16 (14) 632
Timing of revenue
recognition
At a point in time 341 60 16 (14) 402
Over time 130 43 47 7 3 230
Total 341 130 43 60 47 7 3 16 (14) 632
SUPPLY SERVICES Technical / crewing management

Revenues from external customers come from sale of services to the oil and The revenue from technical management and crew management services is
gas industry (Operations), from the rental of properties (Property) and from the based on a fixed fee per year negotiated between the parties and charged with
sale of services to other industries (Other). 1/12 to the vessel owning companies monthly. Furthermore, Wilhelmsen Ship
Management (WSM) invoice the vessel owning companies a fixed negotiated
Sale of services (Operations and Other) “manning fee” per crew on board the vessel on a monthly basis. The revenue
The performance obligation is satisfied when the services are rendered. arriving from Technical management and crew management services is
Revenue is recognised with the tranaction value at the time of the transaction. recognized within the same month as the service have been provided to the
vessel owner. The benefit of service rendered as per agreed in the Shipman is
Rental (Property) considered to be delivered to the vessel owner simultaneously as the service
The group is the lessor in operating leases on property. Revenue is recognised is being provided. Revenue from manning fee is based on crew on board the
when the revenue is earned. vessels and is recognised within the same month the seafarer has delivered
his/her service on board the vessel.
MARITIME SERVICES
Sale of goods (Marine Products) Sale of goods (Other)
The performance obligation is satisifed upon delivery of Marine Products to The performance obligation is satisifed upon delivery of ropes to non-maritime
the customer at vessel or warehouse. Recognition of revenue at the point customers and chemicals to the consumer market. Recognition of revenue
of delivery is recognized net of discounts and customer bonus. Customer at the point of delivery is recognized net of discounts. The revenue from
bonuses are regarded as a variable consideration estimated on monthly basis. insurance broker activity is based on commission of the insurance premium.
At end of reporting period the variable consideration is re-assessed and The fee is per year and charged 1/12 to the account monthly.
recognized as the uncertainty is subsequently resolved.
HOLDING & INVESTMENTS
Sale of services (Ships Agency) The operation revenue is related inhouse services to external customers as
The performance obligation is satisfied when the services are rendered. WSS house rent, canteen services, HR services and salary services.
acts as an agent by providing the customer with services from other parties.
It is the other party that is responsible for fulfilling the performance obligation.
WSS does not have inventory risk or the discretion in establishing prices for
the specified goods and services provided by these other parties. Net revenue
(agency fees and commissions) arriving from ships agency and maritime
logistics services are recognized as incurred.

Note 4 Investments in associates

2018 2017
Business office/country Voting share/ownership
Holding and Investments
Wallenius Wilhelmsen ASA Lysaker, Norway 37.8% 37.8%
Denholm Port Services Limited Grangemouth, United Kingdom 40.0%
Raa Labs AS Lysaker, Norway 50.0% 50.0%
Dolittle AS Lysaker, Norway 50.0%
Massterly AS Lysaker, Norway 50.0%
Maritime Services - companies with significant shares of profits

Almoayed Wilhelmsen Ltd Bahrain 50.0% 50.0%
Wilhelmsen Huayang Ships Services (Shanghai) Co Ltd China 50.0% 50.0%
Wilhelmsen Huayang Ships Services (Beijing) Co Ltd China 50.0% 50.0%
Diana Wilhelmsen Management Limited Cyprus 50.0% 50.0%
Barwil Arabia Shipping Agencies SAE Egypt 35.0% 35.0%
Wilhelmsen Ships Service Georgia Ltd Georgia 50.0% 50.0%
Barwil Georgia Ltd. Georgia 50.0% 50.0%
Barklav (Hong Kong) Ltd Hong Kong 50.0% 50.0%
BWW LPG Limited Hong Kong 49.0% 49.0%
Alghanim Barwil Shipping Co-Kutayba Yusuf Ahmed & Partner WLL Kuwait 49.0% 49.0%
Wilhelmsen Ships Service Lebanon S.A.L. Lebanon 49.0% 49.0%
BWW LPG Sdn. Bhd. Malayisia 49.0% 49.0%
Wilhelmsen Ships Service (Private) Limited Pakistan 50.0% 50.0%
Wilhelmsen-Smith Bell Shipping Inc Philippines 49.0% 49.0%
Wilhelmsen-Smith Bell (Subic) Inc. Philippines 50.0% 50.0%
Wilhelmsen-Smith Bell Manning, Inc. Philippines 50.0% 50.0%
Perez Torres - Portugal Lda Portugal 50.0% 50.0%
Wilhelmsen Hyopwoon Ships Services Ltd Republic of Korea 50.0% 50.0%
Barklav S.R.L. Romania 50.0% 50.0%
Binzagr Barwil Maritime Transport Co Ltd Saudi Arabia 50.0% 50.0%
Krew-Barwil (Pty) Ltd South Africa 49.0% 49.0%
Wilhelmsen Meridian Navigation Ltd, Sri Lanka Sri Lanka 40.0% 40.0%
Baasher Barwil Agencies Ltd Sudan 50.0% 50.0%
Triangle Shipping Agencies LLC United Arab Emirates 50.0% 50.0%
Wilhelmsen Ships Service LLC United Arab Emirates 43.0% 43.0%
Barwil Abu Dhabi Ruwais LLC United Arab Emirates 50.0% 50.0%
Barwil Dubai LLC United Arab Emirates 50.0% 50.0%
Denholm Port Services Limited Grangemouth, United Kingdom 40.0%
Wilhelmsen Sunnytrans Co Ltd Vietnam 50.0% 50.0%
Supply Services - companies with significant shares of profits

Risavika Havn AS Tananger, Norway 42.8% 42.8%
Risavika Eiendom AS Tananger, Norway 42.0% 42.0%
Hammerfest Næringsinvest AS Hammerfest, Norway 32.3% 32.3%
Bring Polarbase AS Hammerfest, Norway 41.0% 41.0%
Strandparken Holding AS Hammerfest, Norway 33.1% 33.1%
Eldøyane Næringspark AS Stord, Noway 37.9% 37.9%
Risavika Havnering 14 AS Stavanger, Norway 33.3% 33.3%
An overview of actual equity holdings can be found in the presentation of automotive, agricultural, mining and construction equipment industries and its
company structure on page 124. services consist of supply chain management, ocean transportation, terminal
services, inland distribution and technical services. WalWil is the contracting
With effect from 1 April, 2017 the group changed the accounting for Hyundai party in customer contracts with industrial manufacturers for cars, agricultural
Glovis from Investment in associate to financial assets to fair value. See note 12. machinery etc.
On 4 April 2017, the subsidiary WWASA was merged with Wall Roll AB creating With effect from 26 September 2017, the group increased its shareholding
Wallenius Wilhelmsen ASA (WalWil). After the merger the group own 37.8% in NorSea Group from 40% to 72%. Following this transaction, the group has
of WalWil. WalWil is an operating company within both shipping segment and further acquired a minor portion of management controlled shares of 3.15%
logistics segment. The company provides global transportation services for the bringing the total shareholding to 75.15%. See note 22 for further information.

Cont. note 4 Investments in associates

USD mill 2018 2017
Share of profit/(loss) from associates

WalWil group 23 44
NorSea Group AS 5
Other associates Holding and Investments (1)
Other associates Maritime Services 4 4
Other associates Supply Services
Share of profit/(loss) from associates 27 54
Book value of material associates

WalWil group 847 831
Specification of share of equity and profit/loss:

Share of equity 01.01 900 491
Share of profit for the year 27 54
Merger WalWil 790
Business combination NorSea Group (100)
Associates in Supply Services 60
Transfer to Available-for-sale Hyundai Glovis (378)
Dividend (16) (18)
Financial derivatives in associates (5)
Other comprehensive income (6) 1
There are no contingent liabilities relating to the group’s interest in the associates.
Set out below are the summarised financial information for, based on 100%, for Associates not considered to be material is defined under ”other” (based on
WalWil group, which, in the opinion of the directors, is the material associates 100%).
to the group.
USD mill WalWil Other

2018 2017 2018 2017
SUMMARISED STATEMENT
OF COMPREHENSIVE INCOME
Total income 4 065 2 992 75 91
Operating expenses (3 821) (2 739) (60) (78)

Net operating profit 244 253 16 13
Finance income & expenses (152) (105) (6)
Other financial expenses (15) 1
Profit before tax 78 148 10 12
Tax (20) (3) (2) (2)
Profit/(loss) after non-controlling interests 52 134 8 10
Other comprehensive income (16) (3) (1)
Total comprehensive income 36 132 7 10
WWH share of dividend from associates 3 5

Cont. note 4 Investments in associates

31.12.2018 31.12.2017 31.12.2018 31.12.2017
SUMMARISED BALANCE SHEET
Non current assets 6 110 6 272 174 186
Other current assets 818 690 34 56
Cash and cash equivalents 485 797 77 79
Total assets 7 414 7 759 285 321
Non current financial liabilities 3 055 3 103 68 72

Other non current liabilities 361 389 5 6
Current financial liabilities 530 661 66 6
Other current liabilities 588 810 35 108
Total liabilities 4 533 4 963 174 193
Net assets 2 880 2 796 112 128
The information above reflects the 100% amount presented in the financial statements of the associates, adjusted for differences in accounting policies
between the group and the associates.

31.12.2018 31.12.2017 31.12.2018 31.12.2017
RECONCILIATION OF SUMMARISED
FINANCIAL INFORMATION
Net asset 01.01 2 796 127 25
Increased capital 2 664 105
Profit for the period 52 134 8 10
Other comprehensive income (16) (3) (1)
Currency translation differences (1) (2)
Transaction with non-controlling interests 48
Dividend (20) (11)
Net assets 31.12 2 880 2 796 112 127
WWH share 1 088 1 057 53 69

Currency (3)
Fair value adjustment vessel and goodwill* (239) (226)
Carrying value 31.12 847 831 53 69
*The share price of Wallenius Wilhelmsen ASA at the merger (April 2017) was lower than booked equity in Wallenius Wilhelmsen group.
The group market value of the investment in Wallenius Wilhelmsen ASA at 31 WalWil, indicates that the recoverable amount is higher than WalWils carrying
December 2018 was USD 547 million (2017: USD 1 155 million). WalWil is a amounts for the key assets of WalWil. This impairment test has been reviewed
separately listed company on Oslo Stock Exchange. The market capitalisation by the management of WWH, and adjusted for factors related to the financing
of its shares at year end is 35% lower than the carrying amount of the and working capital of WalWil in order to assess a reasonable value in use
investment, as accounted for under the equity method. for the investment in the shares of WalWil. Based on this assessment, the
recoverable amount attributable to the shares is higher than the carrying
The market price is an objective indicator of impairment. In spite of this, the amount. The recoverable amount is particularly sensitive to volume and/or
value in use calculation based on projections prepared by management of prices, and interest rate levels for the financing within WalWil.
Reconciliations of the group's income statement and balance sheet

USD mill 2018 2017
Share of profit from joint ventures 9 1

Share of profit from associates 27 54
Share of profit from joint ventures and associates 36 55
Share of equity from joint ventures 117 119

Share of equity from associates 900 900
Share of equity from joint ventures and associates 1 018 1 019
The group’s share of profit, after tax from joint ventures and associates is recognised in the income statement as an financial income. All joint ventures and
associates are equity consolidated.

Note 4 Investments in joint ventures

2018 2017
Business office, country Voting share/ownership
NorSea Group
Coast Center Base AS (CCB) Fjell, Norway 50.0% 50.0%
KS Coast Center Base (CCB) Fjell, Norway 50.0% 50.0%
Vikan Næringspark AS Kristiansund, Norway 50.0% 50.0%
SørSea AS Tananger, Norway 50.0% 50.0%
Polar Lift AS Hammerfest, Norway 50.0% 50.0%
Coast Center Base AS is a joint venture between NorSea Group and Bernh. SørSea AS is a joint venture between NorSea Group and Røsi AS/Stangeland
Larsen Holding AS and was established in 1998. It delivers services related to Gruppen AS. It owns land in Risavika in Norway.
logistics, quay, project and maintenance to the oil & gas industry in addition to
maritime industry. Polar Lift AS is a joint venture between NorSea Group and Havator AS. It rents
out cranes and other equipment and is located in Hammerfest in Norway.
KS Coast Center Base AS is a joint venture between NorSea Group and
Bernh. Larsen Holding AS and was established in 1973. It is mainly a property All companies are private companies and there are no quoted market price
company owning infrastructure rented out to Coast Center Base AS. available for the shares.
Vikan Næringspark AS is a joint venture between NorSea Group and There are no other contingent liabilities relating to the group’s interest in the
Kristiansund Baseselskap AS. It owns property that is rented out to Vestbase joint ventures.
AS, a subsidiary of NorSea Group, in Kristiansund.

Cont. note 4 Investments in joint ventures

USD mill 2018 2017
Summarised financial information – according to the group's ownership
Share of total income 75 21
Share of operating expenses (59) (17)
Share of depreciation (5) (1)
Share of net financial items (1) (1)
Share of tax expense (1)
Share of profit/(loss) for the year 9 1
Share of equity (equity method)

Book value 69 69
Excess value (goodwill) 48 50
USD mill 2018 2017

Joint ventures' assets, equity and liabilities (group's share of investments)
Share of non current assets 153 169
Share of cash and cash equivalents 21 19
Share of current assets 6 13
Total share of assets 180 201
Share of equity 69 70
Share of profit for the period 9 1
Dividend received/repayments of share capital (4)
Share of non current financial liabilities 86 104

Share of other non current liabilities 3 3
Share of other current liabilities 22 25
Total share of liabilities 111 132
Total share of equity and liabilities 180 201
Set out below are the summarised financial information, based on 100%, for Coast Center Base (CCB), which, in the opinion of the directors, is a material joint
venture to the group.
Joint venture not considered to be material, is defined under ”other” (based on 100%).
USD mill CCB Other

2018 2017 2018 2017
SUMMARISED STATEMENT OF COMPREHENSIVE INCOME
Total income 139 38 11 4
Operating expenses (117) (33) (1) (1)

Depreciation / amortisation (7) (2) (3) (1)
Net operating profit 15 4 7 2
Financial income/(expenses) (2) (3) (1)
Tax income/(expense) (2) (1)
Profit after non-controlling interests 14 2 3 0
Other comprehensive income
WWH share of dividend from joint ventures

Cont. note 4 Investments in joint ventures

USD mill CCB Other
31.12.2018 31.12.2017 31.12.2018 31.12.2017
SUMMARISED BALANCE SHEET
Non current assets 179 200 128 138
Other current assets 39 37 3
Cash and cash equivalents 11 22 1 4
Total assets 229 260 132 142
Non current financial liabilities 92 119 81 89

Other current liabilities 38 45 7 5
Total liabilities 132 167 90 97
Net assets 96 93 42 45
The information above reflects the 100% amount presented in the financial statements of the joint ventures, adjusted for differences in accounting policies
between the group and the joint ventures.
USD mill CCB Other

2018 2017 2018 2017
RECONCILIATION OF SUMMARISED FINANCIAL INFORMATION
Opening net asset 31.12 93 93 46 46
Profit for the period 14 2 3
Other comprehensive income
Cash flow hedges, net of tax
Currency translation differences (11) (3) (7) (1)
Remeasurement postemployment benefits, net of tax
Dividend to shareholder
Reclassification
Closing net assets 31.12 96 93 42 45
WWH share 48 47 21 22
Goodwill/ Surplus value / Reversal of internal gain 52 56 (4) (5)
Carrying value 31.12 100 102 17 17
Note 5 Principal subsidiaries

Proportion of ordinary Proportion of ordinary
shares directly held by shares held by the
Business office/country Nature of business parent (%) group (%)
Maritime Services
Wilhelmsen Maritime Services AS Lysaker, Norway Maritime products and services 100% 100%
Wilhelmsen Ships Service AS Lysaker, Norway Maritime products and services 100%
Wilhelmsen Ship Management Ltd Hong Kong Ship management 100%
Supply Services
NorSea Group AS Tananger, Norway Supply Services 75.15%

Wilh. Wilhelmsen Holding Invest AS Lysaker, Norway Investment 100% 100%
Treasure ASA* Lysaker, Norway Investment 72.73% 72.73%
Wilh. Wilhelmsen Holding Invest Malta Ltd Valletta, Malta Investment 100%
The group’s principal subsidiaries at 31 December 2018 are set out above. Unless otherwise stated, they have share capital consisting solely of ordinary shares
that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or
registration is also their principal place of business.
*Treasure ASA acquired during 2018 1.450.000 own shares (0.66%).

Note 6 Employee benefits

Pay 255 193

Payroll tax 24 26
Pension cost 10 10 10
Other remuneration 31 22
Total employee benefits 320 252
2018 2017
Number of employees:
Group companies in Norway 872 1 053
Group companies abroad 3 879 4 115
Seagoing personnel Ship Management 9 334 9 460
Total employees 14 085 14 628
Average number of employees 14 357 14 194
REMUNERATION OF SENIOR EXECUTIVES

Pension *Other Total in NOK
USD thousand Pay Bonus premium remuneration Total thousand
2018
Group CEO 598 243 226 208 1 276 10 385
Group CFO 416 116 55 57 642 5 228
President and CEO Wilhelmsen Ships Service 376 122 109 24 630 5 130
President and CEO Wilhelmsen Ship Management 272 56 51 102 482 3 923
CEO NorSea Group 267 65 9 21 362 2 946
2017
Group CEO 575 841 215 205 1 837 15 186
Group CFO 398 329 46 51 825 6 818
President and CEO Wilhelmsen Maritime Services AS** 204 395 153 53 805 6 656
President and CEO Wilhelmsen Ships Service 360 39 102 23 524 4 333
President and CEO Wilhelmsen Ship Management 252 49 35 54 390 3 228
CEO NorSea Group 257 63 9 21 350 2 896
Remuneration is paid in NOK, which means that the USD amounts are not comparable from year to year. Rates of remuneration can be compared by taking account
of changes in the USD exchange rate.
*Mainly related to gross up pension expenses and company car.

**Until 30.06.2017.

Cont. note 6 Employee benefits

Remuneration of the board of directors
USD thousand 2018 2017
Diderik Schnitler (chair) 80 79

Trond Westlie
Carl E. Steen 46 45
Irene Waage Basili 46 45
Cathrine Løvenskiold Wilhelmsen 46
Odd Rune Austgulen 46 45
Helen Juell 45
The board’s remuneration for fiscal year 2018 will be approved by the general meeting 30 April 2019.
Remuneration of the nomination committee, for both Wilh. Wilhelmsen Holding ASA and Treasure ASA, totalled USD 21 thousand for 2018 (2017: USD 21 thousand).
Senior executives
Thomas Wilhelmsen – group CEO
Christian Berg – group CFO
Bjoerge Grimholt – President and CEO Wilhelmsen Ships Service
Carl Schou – President and CEO Wilhelmsen Ship Management
John Stangeland – CEO NorSea Group
See note 2 Employee benefits in the parent company accounts, and note 20 Related party transaction.
LONG-TERM INCENTIVE SCHEME a “sum-of-the-parts” principle. For listed companies, value adjusted equity is
The long term incentive scheme (LTI) was introduced in 2015. Participants based on market price, while earnings multiples or net asset value are used for
are members of the group management team and the presidents for non-listed entities.
Wilhelmsen Ships Service and Wilhelmsen Ship Management. For the group
CEO, maximum annual payment is 100% of base salary. For the remaining The board sets value adjusted equity targets at the beginning of each four year
participants, the maximum annual payment is 50% of base salary. measurement period. Without consultation or agreement with the individual,
the board has the right to change or terminate the incentive programme after
The LTI focuses on long term shareholder value creation and is based on each year.
positive development of the Wilhelmsen group’s value adjusted equity. The
ambitions set for the programme are to increase alignment with value creation Per 31 December 2018, a provision has been made related to the LTI
for shareholders, to attract, retain and motivate participants and drive long- programme ending on 31 December 2018. Potential payment will be done
term group performance. in March 2019, pending approval from the board of directors. The provision
has been calculated based on value adjusted equity per 31 December 2018,
Settlement is based on return on value adjusted equity the last four years risk free return and standard deviation of historic annual value creation. No
leading up to the settlement. The value adjusted equity is determined by using provision has been made for the LTI programme expiring on 31 December 2020.
EXPENSED AUDIT FEE
USD mill 2018 2017
Statutory audit 2.9 2.2

Other assurance services 0.4 0.3
Tax advisory fee 1.0 0.5
Other assistance 0.3 0.3
Total expensed audit fee 4.6 3.3
The fees above cover the group expenses to all external auditors and tax advisors.

Note 7 Property, vessels and other tangible assets

Other Total
USD mill Property Vessels tangible assets tangible assets
TANGIBLE ASSETS
2018
Cost 1.1 575 36 269 880
Acquisition 28 1 24 53
Reclass/disposal (18) (32) (50)
Currency translation differences (34) (2) (10) (46)
Cost 31.12 550 35 251 836
Accumulated depreciation and impairment losses 1.1 (159) (17) (114) (290)
Depreciation/amortisation (19) (1) (11) (31)
Reclass/disposal 7 32 39
Currency translation differences 9 1 5 15
Carrying amounts 31.12 388 18 162 567
2017
Cost 1.1 90 2 457 189 2 736
Acquisition 4 21 26
Business combination 479 38 57 574
Discontinued operations (2 404) (2) (2 405)
Reclass/disposal 13 (54) (8) (49)
Currency translation differences (11) (1) 12 (1)
Cost 31.12 575 36 269 880
Depreciation/amortisation (6) (9) (16)
Depreciation discontinued operations (20) (20)
Business combination (100) (17) (37) (155)
Discontinued operations 582 1 584
Reclass/disposal (15) 17 5 7
Currency translation differences 1 1 (3) (1)
Economic lifetime 10-50 years 25 years 3-10 years

Depreciation schedule Straight-line Straight-line Straight-line

Cont. note 7 Goodwill and other intangible assets

Other Software Total
USD mill Goodwill intangible assets and licences intangible assets
INTANGIBLE ASSETS
2018
Cost 01.01 133 16 95 244
Acquisition 2 1 3
Reclass/disposal (3) 16 (26) (12)
Currency translation differences (6) 1 (4) (10)
Cost 31.12 124 34 67 225
Accumulated amortisation and impairment losses 01.01 (2) (7) (63) (72)
Amortisation/impairment (7) (4) (11)
Reclass/disposal 1 (2) 11 11
Currency translation differences 1 3 4
2017
Cost 01.01 118 91 209
Acquisition 3 3
Business combination 14 16 30
Discontinued operations (6) (1) (7)
Reclass/disposal (1) (1)
Currency translation differences 6 4 10
Cost 31.12 133 16 95 244
Accumulated amortisation and impairment losses 01.01 (2) (62) (64)

Business combination (7) (7)
Discontinued operations 1 1
Segment-level summary of the goodwill allocation: 2018 2017
Maritime Services 123 131

Total goodwill allocation 123 131
In 2018 the group conducted no material aquisition.
In 2017 the group increased its ownership in NorSea Group from 40% to 74.11%. Following the transaction, Wilhelmsen acquired a portion of management
controlled shares, 3.15%, bringing the total Wilhelmsen shareholding to 75.15%. The purchase did not generate goodwill.
In 2017 Wilhelmsen Chemical (Maritime Services segment) aquired Kemetyl Konsument AS for USD 20 million. The excess value (nominated in NOK) was split into
intangible assets of USD 5 million and goodwill of USD 14 million.

Cont. note 7 Goodwill and other intangible assets

Impairment testing of goodwill Value in use was determined by discounting the future cash flows generated
In the Maritime Services segment, USD 123 million relate to business area from the continuing operation of the units.
Ships Service mainly to the acquisition of Unitor ASA and Kemetyl. The
goodwill figures are originally calculated in NOK and USD (2017: NOK and USD). 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
For the purpose of impairment testing, goodwill is allocated to the respective value (terminal growth rate 1%) were extrapolated using the following key
cash generating unit which are Ships Service. No impairment was conducted in assumptions:
2018 (analogus for 2017).
2018 2017
USD/NOK 8.30 7.80

Discount rate 7.6% 9.0%
Growth rate 1-5% 1-4%
Increase in material cost 1-5% 1-4%
Increase in pay and other remuneration 0-3% 1-4%
Increase in other expenses 0-3% 1-4%
The values assigned to the key assumptions represent management’s Had the WACC been 0.5 percentage point higher, the estimated value would
assessment of future trends in the maritime industry and are based on both be reduced by USD 8 million for Ships Service net value. Had the WACC been
external sources and internal sources. 0.5 percentage point lower, the estimated value would be increased by USD 8
million for Ships Service.
No reasonably possible change in any of the key assumptions on which
management has based its determination of the recoverable amount would Had the multiple, enterprise value / EBITDA been 1 point lower, the estimated
cause the carrying amount to exceed its recoverable amount. value would be reduced by USD 22 million for Ships Service net value. Had the
multiple, enterprise value / EBITDA been 1 point higher, the estimated value
would be increased by USD 23 million for Ships Service.

Note 8 Tax
Ordinary taxation has been calculated on temporary differences to the extent that it is likely that
The ordinary rate of corporation tax in Norway is 23% of net profit for 2018 these can be utilised in each country and for Norwegian entities the group has
(2017: 24%). Norwegian limited liability companies are encompassed by the applied a rate of 22% (2017: 23%).
participation exemption method for share income. Thus, share dividends
and gains are tax free for the receiving company. Corresponding losses on The effective tax rate for the group will, from period to period, change
shares are not deductible. The participation exemption method does not dependent on the group gains and losses from investments inside the
apply to share income from companies considered low taxed and that are exemption method and tax exempt revenues from tonnage tax regimes.
located outside the European Economic Area (EEA), and on share income from
companies owned by less than 10% resident outside the EEA. Foreign taxes
Companies domiciled outside Norway will be subject to local taxation, either
For group companies located in the same country and within the same tax on ordinary terms or under special tonnage tax rules. When dividends are paid,
regime, taxable profits in one company can be offset against tax losses and tax local withholding taxes may be applicable. This generally applies to dividends
loss carry forwards in other group companies. Deferred tax/deferred tax asset paid by companies domiciled outside the EEA.
USD mill 2018 2017
Allocation of tax income/(expense) for the year

Payable tax in Norway (10) (4)
Payable tax foreign (10) (16)
Change in deferred tax 32 4
Total tax income/(expense) 12 (16)
Reconciliation of actual tax cost against expected tax cost in accordance with the ordinary Norwegian income tax rate of 23%

23% tax (2017: 24%) (20) 61
Tax effect from:

Permanent differences 14 16
Non-taxable income (4) (50)
Share of profits from joint ventures and associates (8) (17)
Change in difference tax rate and currency translation 1 5
Withholding tax and payable tax previous year 5 2
Calculated tax (income)/expense for the group (12) 16
Effective tax rate for the group 13.4% 6.4%

Cont. note 8 Tax

USD mill 2018 2017
Net deferred tax assets at 01.01 12 63

Decrease due to discontinued operations (55)
Increase due to business combinations 2
Tax charged to equity / acquisition 1
Income statement charge 32 4
Deferred tax assets in balance sheet 54 18

Deferred tax liabilities in balance sheet (12) (6)
Deferred tax asset and liabilities has been netted in the balance sheet with USD 6 million (2017: USD 1 million) The movement in deferred income tax assets and
liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
Tonnage
USD mill Fixed assets tax regime Other Total
Deferred tax liabilities
At 31.12.2017 (16) (0) (3) (19)

Through income statement 3 (2) 1
Charged directly to equity
Currency translations
Deferred tax liabilities at 31.12.2018 (13) (0) (5) (18)
At 31.12.2016 (52) (15) (4) (71)

Through income statement (1) 3 3
Discontinued operations 37 15 (2) 50
Business combination (2) (2)
Deferred tax liabilities at 31.12.2017 (16) (0) (3) (19)

Cont. note 8 Tax

Non current Current Tax losses
assets and assets and carried
USD mill liabilities liabilities forward Total
Deferred tax assets
At 31.12.2017 14 (1) 18 31
Through income statement 4 26 1 31
Charged directly to equity 1 1
Currency translations (2) (2)
Deferred tax assets at 31.12.2018 19 25 17 60
At 31.12.2016 60 2 72 134
Through income statement 7 (4) (3)
Discontinued operations (57) 1 (51) (106)
Business combination 3 1 1 4
Currency translations (1) (1) (2)
Deferred tax assets at 31.12.2017 14 (1) 18 31
Temporary differences related to joint ventures and associates are USD 0 for The Maritime Services segment will have shares in subsidiaries not subject to
the group, since all the units are regarded as located within the area in which the exemption method which could give rise to a tax charge in the event of a
the exemption method applies, and no plans exist to sell any of these companies. sale, where no provision has been made for deferred tax associated with a
possible sale or dividend. No plans exist at present to dispose of such companies.
Note 9 Earnings per shares

Earnings per share taking into consideration the number of outstanding shares Earnings per share is calculated based on 46 403 824 shares for 2018 and 2017.
in the period. Owned shares, 100.000 class A, were liquidated in 2018.
Basic / diluted earnings per share is calculated by dividing profit for the period
after non-controlling interests, by average number of total outstanding shares.

Note 10 Pension
The group’s defined contribution pension schemes for Norwegian employees Pension costs and obligations include payroll taxes. No provision has been
are with financial institutions providing solutions based on investment funds. 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 The liability recognised in the balance sheet in respect of the remaining defined
defined contribution plans. 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
The group has “Ekstrapensjon”, a contribution plan for all Norwegian benefit obligations are calculated annually by independent actuaries using
employees with salaries exceeding 12 times the Norwegian National Insurance the projected unit credit method. The present value of the defined benefit
base amount (G). The contribution plan replaced the group obligations, mainly obligation is determined by discounting the estimated future cash outflows
financed from operation. However, the group still has obligations for some using interest rates of corporate bonds that are denominated in the currency in
employees’ related to salaries exceeding 12 times the Norwegian National which the benefits will be paid, and that have terms to maturity approximating
Insurance base amount (G) mainly financed from operations. to the terms of the related pension obligation.
In addition, the group has agreements on early retirement. These obligations In a few countries without deep markets in such bonds, the market rates on
are mainly financed from operations. government bonds are used.
The group has obligations towards some employees in the group’s senior Actuarial gains and losses arising from experience adjustments and
executive management. These obligations are mainly covered via group changes in actuarial assumptions are charged or credited to equity in other
annuity policies in Storebrand. comprehensive income in the period in which they arise.
Funded Unfunded
Number of people covered by pension schemes at 31.12 2018 2017 2018 2017
In employment 18 23 3 4
On retirement (inclusive disability pensions) 146 139 27 27
Total number of people covered by pension schemes 164 162 30 31
Expenses Commitments
Financial assumptions for the pension calculations: 2018 2017 31.12.2018 31.12.2017
Discount rate 2.30% 2.40% 2.70% 2.30%

Anticipated pay regulation 2.00% 2.25% 2.50% 2.00%
Anticipated increase in National Insurance base amount (G) 2.00% 2.25% 2.50% 2.00%
Anticipated regulation of pensions 0.10% 0.40% 0.10% 0.10%
USD mill 2018 2017

Pension expenses Funded Unfunded Total Funded Unfunded Total
Service cost 1 1 1
Termination gain defined benefit plan (4) (4)
Net interest cost
Cost of defined contribution plan 9 9 13 13
Net pension expenses 10 1 10 10 1 10
USD mill 2018 2017

Remeasurements – Other comprehensive income
Total remeasurements included in OCI 1 0

Cont. note 10 Pension

USD mill 2018 2017
Pension obligations
Defined benefit obligation at end of prior year 45 71

Increase due to business combination 19
Effect of changes in foreign exchange rates (2) 2
Service cost 1 1
Termination gain defined benefit plan (4)
Interest expense 2 1
Benefit payments from plan (2) (1)
Benefit payments from employer (2)
Remeasurements – change in assumptions (2)
Pension obligations 31.12 40 45
Fair value of plan assets
Fair value of plan assets at end of prior year 22 7

Increase due to business combination 16
Effect of changes in foreign exchange rates 1
Employer contributions 1
Benefit payments from plan (1) (1)
Return on plan assets (excluding interest income) (1)
Gross pension assets 31.12 20 22
USD mill 2018 2017

Total pension obligations Funded Unfunded Total Funded Unfunded Total
Service cost 1 1 2 3
Defined benefit obligation 20 19 39 25 19 45
Fair value of plan assets 19 19 22 22
Net liability (asset) 1 19 20 3 19 23
USD mill 31.12.2018 31.12.2017 31.12.2016** 31.12.2015 31.12.2014 31.12.2013

Historical developments
Gross pension obligations, including payroll tax (40) (45) (71) (73) (109) (213)
Gross pension assets 20 22 7 6 17 105
Net recorded pension obligations (20) (23) (63) (67) (92) (108)
**Net liability at 31.12.2016 and years before includes discontinued operations.

Note 11 Combined items, balance sheet

OTHER NON CURRENT ASSETS*

Non current share investments 17 4 3
Other non current assets** 17 19 34
Total other non current assets 23 37
OTHER CURRENT ASSETS*

Account receivables 229 217
Financial derivatives 17 2
Restricted cash 15 2 1
Total other current assets 311 287
OTHER NON CURRENT LIABILITIES*

Other non current liabilities*** 100 97
Total other non current liabilities 100 97
OTHER CURRENT LIABILITIES*

Account payables 222 206
Financial derivatives 17 21 13
Other current liabilities 132 122
Total other current liabilities 375 341
*Current assets and current liabilities are due within 12 months. Non current tangible asset in the balance sheet, see note 7. The cylinders are valued at USD
assets and non current liabilities are due in more than 12 months. 114 million (2017: USD 107 million). These cylinders are partly in the group’s
own possession and partly on board customers vessels. Most customers
**As part of the settlement of the sale of Callenberg group, Maritime Services have paid a deposit for the cylinders they have onboard their vessels. The total
agreed a vendor note and an earn out of USD 16.5 million and USD 6 million, deposit liability booked is USD 77 million (2017: USD 71 million).
respectively. The vendor note was paid in 2018. The earn out is accounted for
as long term receivable. See note 19. If cylinders are not returned within 48 months statistics show that the cylinders
will not be returned and the net between deposit value and booked value is
***Maritime Services has 611 683 (2017: 609 623) cylinders booked as other booked to the income statement.

Cont. note 11 Combined items, balance sheet

The group applies the IFRS 9 simplified approach to measuring expected credit corresponding historical credit losses experienced within this period. The
losses which uses a lifetime expected loss allowance for all trade receivables historical loss rates are adjusted to reflect current and forward looking
and contract assets. information on macroeconomic factors affecting the ability of the customers
to settle the receivables. The group has identified the GDP and the
To measure the expected credit losses, trade receivables and contract assets unemployment rate of the countries in which it sells its goods and services to
have been grouped based on shared credit risk charateristics and the days be the most relevant factors, and accordingly adjusts the historical loss rates
past due. based on expected changes in these factors.
The expected loss rates are based on the payment profiles of sales over On that basis, the loss allowance as at 31 December 2018 and 1 January 2018
a period of 36 month before 31 December 2018 respectively and the (on adoption of IFRS 9) was determined as follows for both trade receivables.
Between
Less than 90 90 and 180 More than 180
USD mill Current days past due days past due days past due
31 December 2018
Expected loss rate 0% 1% 20% 21%
Gross carrying amount – trade receivables 208 3 10 12
Loss allowance 0 0 (2) (2)
1 January 2018
Expected loss rate 0% 0% 30% 58%
Gross carrying amount – trade receivables 200 9 9 6
Loss allowance 0 (3) (3)
ACCOUNT RECEIVABLES
At 31 December 2018, USD 20 million (2017: USD 17 million) in account receivables had fallen due but not been subject to impairment. These receivables are
related to a number of separate customers. Historically, the percentage of bad debts has been low and the group expects the customers to settle outstanding
receivables. Receivables fallen due but not subject to impairment have the following age composition:
USD mill 2018 2017
Aging of account receivables past due but not impaired

Up to 90 days 3 9
90-180 days 8 6
Over 180 days 9 2
Movements in group provision for impairment of account receivables are as follows

Balance at 01.01 6 8
Net provision for receivables impairment (1) (2)
Balance 31.12 4 6
Account receivables per segment

Supply Services 70 47
Total account receivables 229 217
See note 17 on credit risk.
ACCOUNT PAYABLES
At 31 December 2018, USD 17 million (2017: USD 17 million) in account payables had fallen due. These payables refer to a number of separate suppliers and are
related to general business. The group expects to settle outstanding payables.
USD mill 2018 2017

Account payables per segment
Holding and Investments 1 1
Total account payables 222 206
See note 17 on credit risk.

Note 12 Financial assets to fair value

Effective from 1 January 2018 the financial assets to fair value are measured at fair value through the income statement in accordance with IFRS 9. Accumulated
unrealised gain of USD USD 2.8 mill at 31.12.2017 included in equity will not be recycled through income statement. The unrealised gain has been transferred from
the available-for-sale financial assets reserve to retained earnings on 1 January 2018.
USD mill 2018

Financial assets to fair value
At 1 January 2018 801
Acquisition 6
Sale during the year (27)
Return of capital (1)
Currency translation adjustment through other comprehensive income (13)
Change in fair value through income statement (116)
Total financial assets to fair value 650
2018
Financial assets to fair value
Qube Holdings Limited 89
Kaplan Equity Limited/KEL Property Fund 11
Survitec UK Ltd. 27
Hyundai Glovis 523
Total financial assets to fair value 650
Financial assets to fair value are held in subsidiaries with different reporting Survitec Group holds market-leading positions worldwide in marine, offshore,
currency and thereby creating translation adjustments. defence and aerospace survival technology. The company is majority owned
by Onex Corporation, a private equity firm. Changes in fair value of the
Qube Holdings Limited is Australia’s largest integrated provider of import and investment in Survitec has been recognised through the income statement.
export logistics services. Qube is listed on the Australian Securities Exchange
(ASX). As per 31 December 2018, Wilhelmsen held 50 million shares in Qube Hyundai Glovis Co., Ltd., is a global Korean based general logistics and
(approximately 3% of total). During the year the group sold 15 million shares, distribution company, providing business service such as logistics, marine
giving net proceeds of USD 27 millions. The shares serve as collateral for a transportation, KD, used cars and trading. Glovis is listed on the Korean Stock
credit facility. See note 16. Exchange. As per 31 December 2018, Treasure ASA held 4.5 million shares in
Glovis (12.04% of total). Treasure ASA is listed on the Oslo Stock Exchange.
USD mill 2017

Available-for-sale financial assets
At 1 January 2017 209
Acquisition 12
Sale during the year (11)
Transfer from equity method measurement – Hyundai Glovis 573
Currency translation adjustment 18
Total available-for-sale financial assets 801
Available-for-sale financial assets

Qube Holdings Limited 132
Kaplan Equity Limited (KEL) 11
Survitec UK Ltd. 83
Hyundai Glovis 575
Total available-for-sale financial assets 801

Note 13 Inventories
USD mill 2018 2017
Inventories
Raw materials 7 8
Goods/projects in process 2 1
Finished goods/products for onward sale 65 72
Total inventories 74 81
Obsolescence allowance, deducted above 3 2
Note 14 Current financial investments

USD mill 2018 2017
Market value current financial investments
Equities 42 53
Bonds 45 48
Total current financial investments 88 101
The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market.
The net unrealised gain/(loss) at 31.12 4 15
The parent company's portfolio of financial investments USD 88 million is held as collateral within a securities’ finance facility. See note 16.
Note 15 Cash, restricted bank deposits and undrawn credit facilities

USD mill 2018 2017
Payroll tax withholding account 1 1
Companies that do not have payroll tax withholding account use bank guarantees. As per 31.12.2018 total guarantees amounted to USD 2.6 million (2017:
USD 6.8 million).
Undrawn credit facilities 364 600
Undrawn credit facilities are key part of the liquidity reserve, amounting to USD 364 million at 31.12.2018 (2017: USD 600 million).
Cash and cash equivalents

Banks 140 167
Total cash and cash equivalents 140 167
The group has cash pool arrangements within the Maritime Services and the Supply Services segment. The cash pool arrangements are presented within cash and
cash equivalents.

Note 16 Interest-bearing debt

Interest-bearing debt
Bank loan 533 601
Total interest-bearing debt 17 533 601
Book value of collateral, mortgaged and leased assets:

Financial assets to fair value, current financial investments 14 175 171
Investment in NorSea Group AS 112
Assets NorSea Group AS 461 693
Total book value of collateral, mortgaged and leased assets 636 976
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 85 108
Due in year 2 27 25
Due in year 3 22 22
Due in year 4 217 22
Due in year 5 and later 182 425
Total interest-bearing debt 17 533 601
The overview above shows the actual maturity structure, with the amount due Loan agreements entered into by the group contain financial covenants
in year one as the first year’s instalment classified under other current liabilities. relating to liquidity, leverage and value-adjusted equity. The group was in
compliance with all covenants at 31 December 2018.
USD mill 2018 2017

The group net interest-bearing debt
Non current interest-bearing debt 448 493
Current interest-bearing debt 85 108
Total interest-bearing debt 533 601
Cash and cash equivalents 140 167

Current financial investments 14 88 101
Net interest-bearing debt 306 333
Net interest-bearing debt in joint ventures

Non current interest-bearing debt 4 86 104
Total interest-bearing debt in joint ventures 86 104
Cash and cash equivalents 4 21 19

Net interest-bearing debt in joint ventures 65 85

Cont. note 16 Interest-bearing debt

USD mill 2018 2017
Guarantee commitments
Guarantees for group companies 34 70
Total 34 70
The carrying amounts of the group’s borrowings are denominated in the following currencies
USD 197 196
NOK 322 372
DKK 14 33
Total 533 601
See otherwise note 17 for information on financial derivatives (currency hedges) relating to interest-bearing debt.

Net debt
Cash and cash equivalents 140 167
Liquid investments* 88 101
Borrowings – repayable within one year (85) (108)
Borrowings – repayable after one year (448) (493)
Net debt (306) (333)
Cash and cash equivalents and liquid investments 227 268

Gross debt – variable interest rates (533) (601)
Net debt (306) (333)
*Liquid investments comprise current investments that are traded in an acive market, being the group’s financial assets held at fair value through the income
statement.
Other assets Liabilites from financing activities
Finance Finance Borrow. Borrow.

Cash/ Liquid leases leases due due
bank invest- due within due after within after
USD mill overdrafts ments 1 year 1 year 1 year 1 year Total
Net debt 01.01.2018 167 101 (2) (9) (106) (483) (333)
Reclass 2 1 (1) (8) 5
Cash flows (29) 2 26 31 30
Foreign exchange adjustments (8) 2 10 3
Other non-cash movements (6) (6)
Net debt 31.12.2018 140 88 (1) (10) (86) (437) (306)
Net debt 01.01.2017 497 83 (115) (1 418) (953)

Decrease by discontinued operations (121) 112 1 155 1 146
Increase by business combination NorSea Group 5 (11) (341) (347)
Reclass (2) 2 (106) 106
Cash flows (215) 18 3 16 (178)
Foreign exchange adjustments (1) (1)
Net debt 31.12.2017 167 101 (2) (9) (106) (483) (333)

Note 17 Financial risk

The group has exposure to the following financial risks from its operations: Foreign exchange rate risk
The group is exposed to currency risk on revenues and costs in non-functional
• Market risk currencies (transaction risk), and balance sheet items denominated in
- Foreign exchange rate risk currencies other than non-functional currencies (translation risk).
- Interest rate risk
- Equity market risk The group’s largest foreign exchange exposures are NOK, EUR, SGD and KRW
• Credit risk – all against USD.
• Liquidity risk
TRANSACTION RISK HEDGING (CASH FLOW)
MARKET RISK The group’s operating segments are responsible for hedging their own material
The group has established hedging strategies to mitigate risks on material transaction risk. Within Maritime Services, USDNOK, EURUSD and USDSGD
exposures originating from movements in currencies and interest rates. This is exposures are subject to a systematic 3-year rolling hedge program, utilizing a
compliant with the financial strategy approved by the board of directors. portfolio of currency options and currency forwards. Remaining exposures are
non-material and not hedged.
Changes in the market value of financial derivatives are recognised through the
income statement with the exception of the Supply Service segment, where TRANSLATION RISK HEDGING (BALANCE SHEET)
derivatives are recognised in Other Comprehensive Income. The group’s policy for mitigating translation risk is to match the denomination
currency of assets and liabilities to as large extent as possible.
Associates hedge their own exposures. The group records the effects of
realised and unrealised changes in financial derivatives held in these entities in FX SENSITIVITES (TRANSLATION RISK)
accordance with the equity method under “share of profit from joint ventures The group monitors the net exposure and calculates sensitivities on a regular
and associates”. The material associates are Wallenius Wilhelmsen ASA group basis, based on average market volatility per currency cross. Sensitivities
in Holding and Investment segment and Coast Center Base group in Supply showing a potential accounting effect below USD 5 million on group level are
Service segment. considered non-material.

Through income statement
Financial currency
Net currency gain/(loss) – Operating currency (4) 7
Net currency gain/(loss) – Financial currency (3) (2)
Currency derivatives – realised (2)
Currency derivatives – unrealised (15) 9
Net financial currency 1 (23) 14
Through other comprehensive income

Currency translation differences through other comprehensive income (57) 47
Total net currency effect (79) 61

Cont. note 17 Financial risk

For Maritime Services, Supply Services and Holding and Investments, material The group’s segments perform sensitivity analyses on the unhedged part of
translation risks are booked to other comprehensive income due to the the transaction risk on a regular basis.
functional currency for most of the entities being different from the reporting
currency USD. The portfolio of derivatives used to hedge the group’s transaction risk
(described above), exhibit the following income statement sensitivity:
USD mill
Sensitivity (10%) (5%) 0% 5% 10%
Income statement sensitivities of economic hedge program
Transaction risk
USD/NOK spot rate 7.83 8.26 8.70 9.13 9.57
Income statement effect (post tax) 13 6 (7) (13)
EUR/USD spot rate 1.03 1.09 1.14 1.20 1.26
Income statement effect (post tax) (6) (2) 3 6
USD/SGD spot rate 1.23 1.29 1.36 1.43 1.50
Income statement effect (post tax) 5 2 (2) (4)
(Tax rate used is 23% that equals the Norwegian tax rate)
Interest rate risk Within Holding and Investments and Maritime Services respectively, no
The group’s strategy is to hedge material parts of the interest-bearing debt interest rate hedging is implemented due to low net interest-bearing debt
against rising interest rates. As the capital intensity varies across the group’s (NIBD), whereas Supply Services have hedged about 50% of its NIBD as of 31
business segments, which have their own policies on hedging of interest rate December 2018.
risk, hedge ratios vary.
USD mill 2018 2017

Maturity schedule interest rate hedges (nominal amounts)
Due in year 1 12 25
Due in year 2 23 13
Due in year 3 25
Due in year 4
Total interest rate hedges 161 144
The Supply Services segment has entered swaption contracts with a notional The average remaining term of the existing total debt portfolio is approximately
value of about USD 16 million, with expiry date in 2022. Depending on interest 5 years. The hedges have an average remaining term of approximately 6 years.
rate levels on the expiry date, exercising the swaptions by the counterparties
will extend the maturity of expiring swaps until 2032.


Interest rate sensitivity The group uses the weighted average duration of interest-bearing assets,
The group’s interest rate risk originates from differences in duration between liabilities and financial interest rate derivatives to compute the group’s
assets and liabilities. On the asset side, bank deposits and investments in sensitivity towards changes in interest rates.
interest-bearing instruments are subject to risk from changes in the general
level of interest rates, primarily in USD. Sensitivities resulting in a potential accounting effect below USD 5 million on
group level are considered non-material. On 31 December 2018, the group has
no material exposure subject to interest rate risk.
USD mill 2018 2017

Assets Liabilities Assets Liabilities
Interest rate derivatives
Maritime Services
Total interest rate derivatives 0 7 0 11
Currency derivatives
Maritime Services 12 2 1
Supply Services
Holding and Investments 2 1
Total currency derivatives 0 14 2 1
Total market value of financial derivatives 0 21 2 13
Book value equals market value.


Equity market risk Below table summarizes the equity market sensitivity towards the market value
The group holds several assets listed on equity markets as well as a defined of all listed equities held:
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 (20%) (10%) 0% 10% 20%
Income statement effect (77) (38) 38 77
(Tax rate used is 23% that equals the Norwegian tax rate)
CREDIT RISK Bank deposits and financial derivatives

Credit risk is the risk of financial loss to the group if a customer or counterparty The group maintains cash management operations and trades financial
to a financial derivative fails to meet its contractual obligations The group’s derivatives with a selection of financially solid banks (as determined by their
credit risk originates primarily from the account receivables, financial official credit ratings), limiting the corresponding credit risk.
derivatives used to hedge interest rate risk or foreign exchange risk, as well as
investments, including bank deposits. Other credit exposures
No material loans or receivables were past due or impaired at 31 December
Loans and receivables 2018 (analogous for 2017).
Trade receivables
The group’s exposure to credit risk on its receivables varies across segments Guarantees
and subsidiaries. The group’s policy is that no financial guarantees are provided by the parent
company. However, financial guarantees are provided within Maritime Services
Within the Maritime Services and Supply Services, the global customer and Supply Services. See note 16 for further details.
base provides diversification with respect to credit risk on receivables. The
segments monitor and manage their respective credit risk on a regular basis. Credit risk exposure
Reference is made to note 11. The carrying amount of financial assets represents the maximum credit
exposure.
Given the negative market sentiment in several shipping and offshore
segments, some customers are currently facing increased financial difficulties The maximum exposure to credit risk at the reporting date was as per below
relative to previous years, implying that the group’s credit risk has increased table.
somewhat, but is still regarded as moderate.

Exposure to credit risk
Account receivables 11 229 217
Financial investments 14 45 48
Other non current assets 11 23 37
Cash and bank deposits 15 140 167
Total exposure to credit risk 516 553


LIQUIDITY RISK At 31 December 2018, the group had in excess of USD 227 million (2017: USD
The group’s approach to managing liquidity is to ensure that the group meets 268 million) in liquid assets, in addition to USD 364 million (2017: USD 600
its liabilities, under both normal and stressed conditions, without incurring million) in undrawn credit facilities. The reduction in undrawn credit facility is
unacceptable losses or risking damage to the group’s reputation. mainly due to no acquisition of Drew Marine.
The group’s liquidity risk is low in that it holds significant liquid assets in
addition to credit facilities with the banks.
Less than Between 1 Between 2 Later than

USD mill 1 year and 2 years and 5 years 5 years
Undiscounted cash flows financial liabilities 2018
Mortgages 59 23 37 182
Finance lease liabilities 3 3 5
Bank loan 23 197
Interest due 21
Financial derivatives 21 21 63
Total undiscounted cash flow financial liabilities 127 47 302 182
Current liabilities (excluding next year's instalment on interest-bearing debt) 271
Total gross undiscounted cash flows financial liabilities 31.12.2018 399 47 302 182
Undiscounted cash flows financial liabilities 2017

Mortgages 43 25 43 229
Finance lease liabilities 11
Bank loan 54 196
Financial derivatives 13
Total undiscounted cash flow financial liabilities 121 25 43 425
Current liabilities (excluding next year's instalment on interest-bearing debt) 274
Total gross undiscounted cash flows financial liabilities 31.12.2017 395 25 43 425


COVENANTS CAPITAL RISK MANAGEMENT
The group’s bank and lease financing are subject to financial or non-financial The group’s overall policy is to maintain a strong capital base to maintain inves-
covenant clauses related to one or several of the following: tor, creditor and market confidence and to sustain future business develop-
ment. The board of directors monitors various return metrics, where Return on
• Limitation on the ability to pledge assets Equity and dividend levels are predominant.
• Change of control
• Minimum liquidity The group seeks to maintain a balance between the potential higher returns
• NIBD / EBITDA or equivalent Debt-Service Coverage-Ratios stemming from higher levels of financial gearing and the advantages of a
• Loan-to-Value strong balance sheet. The financial strategy and setting of thresholds for
capital structure, return requirements and risk (and corresponding metrics)
As of the balance date, the group is not in breach of any financial or non- will be revised by the board of directors during 2019, following the significant
financial covenants. structural changes taking place in 2018.
FAIR VALUE ESTIMATION

The fair value of financial instruments traded in an active market is based on • The fair value of forward foreign exchange contracts is determined using
quoted market prices at the balance sheet date. The fair value of financial forward exchange rates at the balance sheet date, with the resulting value
instruments not traded in an active market (over-the-counter contracts) is discounted back to net present value
based on third party quotes. These quotes use observable market rates for
price discovery. Specific valuation techniques used by financial counterparties • The fair value of foreign exchange option contracts is determined using
(banks) to value financial derivatives include: observable forward exchange rates, volatility, yield curves and
time-to-maturity parameters at the balance sheet date, resulting in an option
• Quoted market prices or dealer quotes for similar derivatives premium. Options are typically valued by applying the Black-Scholes model
• The fair value of interest rate swaps is calculated as the net present value of The carrying value less impairment provision of receivables and payables are
the estimated future cash flows based on observable yield curves assumed to approximate their fair values. The group estimates the fair value of
financial liabilities for disclosure purposes by discounting the future contractual
• The fair value of interest rate swap option (swaption) contracts is determined cash flows at current market interest rates available to the group for similar
using observable volatility, yield curve and time-to-maturity parameters at financial derivatives.
the balance sheet date, resulting in a swaption premium. Options are typically
valued by applying the Black-Scholes model
USD mill Note Fair value Book value

Mortgages 302 302
Finance lease liabilities 11 11
Bank loan 223 220
Total interest-bearing debt 31.12.2018 16 536 533
Mortgages 340 340

Finance lease liabilities 11 11
Bank loan 246 250
Total interest-bearing debt 31.12.2017 16 597 601


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 Level 1 Level 2 Level 3 Total

Financial assets at fair value
Equities 42 42
Bonds 45 45
Financial assets to fair value 611 38 650
Total financial assets 31.12.2018 699 0 38 737
Financial liabilities at fair value

Total financial liabilities 31.12.2018 0 21 0 21
Financial assets at fair value

Equities 52 1 52
Bonds 48 48
Financial assets to fair value 707 93 801
Total financial assets 31.12.2017 807 2 94 904
Financial liabilities at fair value

Total financial liabilities 31.12.2017 0 13 0 13
USD mill 2018 2017

Changes in level 3 instruments
Opening balance 01.01 94 86
Acquisition 6 4
Return of capital (1)
Gains and losses recognised through other comprehensive income 1
Gains and losses recognised through income statement (60) 3
Closing balance 31.12 38 94
The fair value of financial instruments traded in active markets is based on The fair value of financial instruments not traded in an active market (over-
quoted market prices at the balance sheet date. A market is regarded as active the-counter contracts) are based on third party quotes (Mark-to-Market).
if quoted prices are readily and regularly available from an exchange, dealer, These quotes use observable market rates for price discovery. The different
broker, industry group, pricing service, or regulatory agency, and those prices techniques typically applied by financial counterparties (banks) were described
represent actual and regularly occurring market transactions on an arm’s above. These instruments - FX and IR derivatives - are included in level 2.
length basis.
If one or more of the significant inputs is not based on observable market data,
The quoted market price used for financial assets held by the group is the the derivatives is in level 3. This is the case for unlisted equity securities.
current close price. These instruments are included in level 1. Instruments
included in level 1 at the end of 2018 are liquid investment grade bonds and
listed equities (analogous for 2017).


Financial instruments by category
Financial Fair value

assets at through
amortised the income
USD mill Note cost statement Other Total
Assets
Other non current assets 11 4 19 23
Financial asset to fair value 12 650 650
Current financial derivatives 11
Cash and cash equivalent 15 140 140
Assets at 31.12.2018 449 741 21 1 211
Liabilites
at fair Other financial
value throug liabilites at
the income amortised
Note statement cost Total
Liabilities
Current interest-bearing liabilities 16 85 85
Current financial derivatives 11 21 21
Liabilities 31.12.2018 121 887 1 009
Financial Fair value

assets at through
amortised the income
Note cost statement Other Total
Assets
Other non current assets 11 23 3 15 40
Financial asset to fair value 12 801 801
Cash and cash equivalent 15 167 167
Assets at 31.12.2017 488 906 16 1 410
Liabilites at
fair value Other financial
throug the liabilites at
income amortised
Note statement cost Total
Liabilities
Current interest-bearing liabilities 16 108 108
Other non current liabilities 11 112 112
Liabilities 31.12.2017 125 929 1 054

Note 18 Operating lease commitments

In the Supply Services segment the group has lease agreements for variuos 15 years from 1 October 2009, with an option to extend for additional 5 years +
properties on operating leases. The rental agreements are subject to various 5 years.
lifespan with the longest agreement ending on 1 July 2064.
The lease agreement for the office building (including storage and parking) at
In addition the group has: Strandveien 12 was terminated in February 2019.
Sale and leaseback agreement for the office building, Strandveien 20 for
The commitment related to this is as set out below (nominal amounts):
USD mill 2018 2017
Due in year 1 21 22
Due in year 2 21 22
Due in year 3 21 23
Due in year 4 21 22
Nominal amount of operating lease commitments 204 214
In connection to the daily operation the group has additional lease agreements for office rental, office equipment and other fixed assets.
The additional lease agreements are not material for the group.

Note 19 Leasing IFRS 16

The new IFRS 16 Leasing standard is effective from 1 January 2019. The As of 1 January 2019, the lease liabilities will be measured at the present value
standard will significantly change how the company accounts for its lease of remaining lease payments, discounted using the incremental borrowing rate
contracts for land, buildings and equipment currently accounted for as at such date. The right-of-use assets will be measured at an amount equal to
operating leases. Virtually all leases will be brought into the balance sheet the lease liability.
increasing the groups assets and liabilities, in addition to affecting income
statement figures. This note summarizes the expected impact on the financial The standard has provided options on scope and exemptions and below the
reporting of Wilhelmsen group from implementing the new standard. According group’s policy choices are described:
to the company’s existing loan agreements, the new standard will not result in
breach of debt covenants. • The standard will not be applied to leases of intangible assets and these will
continue to be recognized in accordance with IAS 38 Intangible assets
The Lease Contracts
The company has a number of leases related to property and land that account • All leases deemed short-term by the standard are exempt from reporting
for the significant part of the lease liability. The group also leases vechicle and
equipment. A lease liability and right-of-use asset will be presented for these • All leases deemed to be of low value by the standard are exempt from
contracts which previously were reported as operating leases. reporting
Recognition and Measurement Approach on Transition • Non-lease components shall be separated from the lease component in all
Wilhelmsen group will apply IFRS 16 retrospectively with recognition of the vessel leases. For other lease agreements, the group will apply a materiality
cumulative implementation effect recognised at the date of initial application threshold when evaluating separation
1 January 2019. By doing this, comparative financial information shall not be
restated, but the cumulative effect of initially applying this standard shall be Implementation effect
reflected as an adjustment to the opening balance. At the time of transition, Impact on equity
leases entered under IAS 17 will not be reassessed. The net effect on equity as at January 1, 2019 is presented below.

USD mill
Lease liability at 1 January 2019 228

Right-of-use asset at 1 January 2019 231
Difference between lease liability and right-of-use asset per January 1, 2019 3
Effect from prepayments and currency translation 3
Equity at 1 January 2019 3
Reconciliation of lease commitment and lease liability
USD mill
Material operating lease commitment as at 31 December 2018 204

Operating lease commitment as at 31 December 2018 (not included in material operating lease committment) 16
Relief option for leases of low-value assets (1)
Option periods not previously reported as lease commitments 23
Undiscounted lease liabililty 242
Effect of discounting lease commitment to net present value (14)
Lease liability as at 1 January 2019 228
Expected future impact on the income and cash flow statement financial rather than operational. It is expected that IFRS 16 will be implemented
IFRS 16 Leasing will have a significant impact on the income statement when in the reporting from the operating segments. The actual impact upon
implemented in 2019. The estimated reduction of annual lease expense gives implementation may change as a result of changed interest rates, signing of
an improvement of EBITDA in the range of approximately USD 40 million. new lease contracts, re-assessment of renewal options and re-assessment of
Annual depreciation expense of leased assets will increase approximately onerous leases. The impact may also change if new information and guidance
USD 35 million. Annual net interest expense will increase approximately USD becomes known before the group presents its first consolidated financial
12 million. In the cash flow statement, operating cash flows will increase and statements using the new standard.
financing cash flows will decrease as the lease payments will be classified as

Note 20 Related party transaction

The ultimate owner of the group is Tallyman AS, which controls about 60% parties in WalWil ASA group, Maritime Services, Supply Services and Holding
of voting shares of the group. The beneficial owners of Tallyman AS are the and Investments segment in 2018 and 2017. All transactions are entered into
Wilhelmsen family and Mr Wilhelm Wilhelmsen controls Tallyman AS. market terms.

Remuneration to Mr Wilhelm Wilhelmsen for 2018 totalled USD 334 thousand The services are:
(2017: USD 323 thousand) whereof USD 92 thousand (2017: USD 93 • Ship management including crewing, technical and management service
thousand) was consulting fee, USD 9 thousand (2017: USD 8 thousand) in • Agency services
nomination committee for Wilh. Wilhelmsen Holding ASA and Treasure ASA and • Freight and liner services
USD 233 thousand (2017: USD 221 thousand) in ordinary paid pension and • Marine products
other remuneration paid from Wallenius Wilhelmsen ASA. • Shared services

See note 6 regarding fees to board of directors, and note 2 and note 9 in the Generally, Shared Services are priced using a cost plus 5% margin calculation,
parent company regarding ownership. in accordance with the principles set out in the OECD Transfer Pricing
Guidelines and are delivered according to agreements that are renewed
The group has undertaken several agreements and transactions with related annually.
Material related parties in the group are: Business office, country Ownership
Wallenius Wilhelmsen ASA Lysaker, Norway 37.80%

Coast Center Base AS/KS Coast Center Base Fjell, Norway 50.00%
Risavika Havn AS Tananger, Norway 42.82%
Wallenius Wilhelmsen ASA is a result of the merger between Wilh. Wilhelmsen Coast Center Base and Risavika Havn AS in the Supply Services segment
ASA and Wall Roll AB on 4 April 2017. The company brings together the delivers IT project, administration and handling services and the transactions
jointly owned shipping activities and relevant assets of Wilh. Wilhelmsen ASA are based on market terms.
and Wallenius Lines. It unites their ownership of the shipping and logistics
businesses of EUKOR Car Carriers, WWL AS and American RoRo Carriers.
OPERATING REVENUE FROM RELATED PARTY
Sale of goods and services to joint ventures and associates from:

WalWil group 16 13
Supply Services 1
Operating revenue from related party 22 21
OPERATING EXPENSES FROM RELATED PARTY

Purchase of goods and services from joint ventures and associates to:
Maritime Services
Operating expenses to related party 31 7
ACCOUNT RECEIVABLES FROM RELATED PARTY

Account receivables from related party 19 19
ACCOUNT PAYABLES TO RELATED PARTY

Supply Services 8 7
Account payables to related party 12 11
NON CURRENT ASSETS TO RELATED PARTY

Non current assets to related party 0 0

Note 21 Subsidiaries with material non-controlling interests

2018
Business office/country Voting/control share
NorSea Group AS Tananger, Norway 75.15%

Treasure ASA* Lysaker, Norway 72.73%
* Treasure ASA acquired during 2018 1 450 000 own shares (0.66%).
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

USD mill 2018 2017 2018 2017
Summarised balance sheet

Non current assets 552 594 523 576
Current assets 119 66 2 2
Total assets 671 660 525 578
Non current liabilities 286 333

Current liabilities 180 123
Total liabilities 466 456
Net assets 206 204 525 578
Summarised income statement/OCI

Total income 285 53 13 12
Profit/(loss) for the year 15 1 (43) (128)
Other comprehensive income 2 134
Total comprehensive income 17 1 (30) 18
Profit allocated to NCIs 4 (12) 2

Dividends paid to NCIs 1 2 7
Summarised cash flows

Net cash flow provided by/(used in) operating activities 46 15 11 11
Net cash flow provided by/(used in) investing activities (30) (4)
Net cash flow provided by/(used in) financing activities 7 (10) (10) (25)
Net increase/(decrease) in cash and cash equivalents 23 2 (0) (14)
USD mill 2018 2017
Total allocation to NCIs

Profit/(loss) for the period to material NCIs (7) 2
Profit/(loss) for the period to other immaterial NCIs 2 7
Profit to NCI in Treasure ASA related to change of investment from equity asset to Available-for-sale 53
Profit for the period to NCIs (6) 62

Note 22 Discontinued operations

On 4. April, 2017 the subsidiary WWASA was merged with Wall Roll AB. After Prior to the merger, WWH held 160 000 000 shares in WWASA (renamed to
the merger the group own 37.8% of WalWil. The profit in WWASA previous Wallenuis Wilhelmsen ASA). Number of shares remains unchanged after the merger.
periods is presented as discontinued operations in WWH in 2017. Financial
information (income statement and net assets) relating to the discontinued The financial performance and cash flow information presented are for the
operations for each period to the date of disposal is set out below. Q1 2017.

USD mill 2017
Operating revenue 59
Other income
Share of profits from associates 14
Gain/(loss) on sale of assets 9
Total income 82
Operating expenses
Vessel expenses (15)
Employee benefits (11)
Other expenses (3)
Depreciation and impairments (20)
Total operating expenses (49)
Operating profit 33
Financial income/(expenses) (8)
Profit before tax 25

Tax income/(expense) 1
Profit from discontinued operations 26
Non-controlling interests 7
Changes in fair value cash flow hedge

Exchange differences on translation of discontinued operations 2
Other comprehensive income from discontinued operations 1
Cash flow from discontinued operations

Net cash flow from operating activities 7
Net cash flow from investing activities 107
Net cash flow from financing activities (74)
Net increase in cash generated by the discontinued operations 40
Details of the merger between WWASA and Wall Roll AB

Cash received 14
Shares in WalWil ASA (market value) 789
Total disposals consideration 804
Carrying amount of net assets disposal 1 062
Currency translation differences in WWASA group (5)
Accounting loss (discontinued operations) majority (264)
Net profit before non-controlling interests 26
Loss from discontinued operations (239)

Note 23 Business combinations

There were no material acquisitions in the group in 2018. group originally acquired 35.4% of the shares in NorSea Group in July 2012,
and increased to 40% ownership in April 2014. In addition, the group has USD
With effect from 26 September 2017, the group increased its shareholding in 18 million in shareholder loans to NorSea Group.
NorSea Group from 40% to approximately 72%. Eidesvik Eiendomsinvest AS
and Simon Møkster Eiendom AS will hold approximately 12% each, while The acquistion balance from NorSea Group is consolidated at the end of
management in NorSea Group controls the remaining 4%. Following September 2017 and a part of the segment ”Supply Services”. With effect
the transaction in 2017 and in 2018, Wilhelmsen acquired a portion of from the 26 September 2017, NorSea Group will be reported as a subsidiary
management controlled shares, 3.15%, bringing the total Wilhelmsen in the group accounts. Total income, cost and balance sheet items of NorSea
shareholding to 75.15%. Group will then be consolidated on a 100% basis, with non-controlling interests
deducted on a net basis.
Total consideration for the Wilhelmsen’s additional 32% investment in NorSea
Group is NOK 545 million (USD 70 million). The acquistion from management NorSea Group has previously been reported as associate in the group
increased the total consideration with USD 6 million. (USD 4 million in 2017 and accounts. Accounting loss of the disposal of associate is USD 40 million,
USD 2 million i 2018) mainly due to change in NOK/USD from 2012 to 2017.

The investment is financed through existing liquidity and funding reserves. The
The Purchase Price Allocation is:

Details of net assets acquired and goodwill are as follows:
USD mill
Cash 74
Option fair value* 2
Non-controlling interests 56
Fair value of previously held equity interest 80
Total purchase consideration 211
Fair value of net identifiable assets acquired (see below) 211

Goodwill 0
*The option is related to remaining part of the shares, currently held by non-controlling interests.
The preliminary purchase price allocation are as follows:
USD mill Fair value
Intangible assets 10
Property, fixtures and vessel 417
Other long-term assets/ associate and joint arrangements 185
Other current assets 67
Cash and cash equivalents 5
Non current interest-bearing debt (352)
Other non-current liabilities (4)
Other current liabilities (118)
Net identifiable assets acquired 211
Summary of acquisition
The group recognises non-controlling interests in an acquired entity at fair value. This decision is made on an acquisition-by-acquisition basis. For the non-controlling
interests in NorSea group, the group elected to recognise the non-controlling interests in at its proportionate share of the acquired net identifiable assets.


Cont. Note 23 Business combinations

Revenue and profit contribution If the acquisition had occurred on 1 January 2017, consolidated pro-forma
The acquired business contributed revenues of USD 53 million and net profit revenue and profit before non-controlling interests for the period from 1
before non-controlling interests of USD 3.9 million to the group for the period January to 26 September 2017 would have been USD 186 million and USD 12
from 26 September to 31 December 2017. million respectively.
USD mill
Purchase consideration – cash outflow
Cash consideration September 2017 74

Less balance acquired
– Cash 5
– Net 5
Net outflow of cash => investing activities during 2017 (69)
Acquisition-related costs
Acquisition-related costs of USD 1 million that were not directly attributable to the issue of shares are included in other expenses in income statement and in
operating cash flows in the statement of cash flows.
Reported net profit from NorSea group as an associate up to consolidation 26 September 2017 are:
USD mill 26.09.2017
Net profit from NorSea group as an associate a part of segment Holding and Investments 5
Loss upon consolidation of the former NorSea Group (40)
There were no material acquisitions in the group in 2018.

Kemetyl Konsument Norge AS
On 1 April 2017 the group acquired Kemetyl Konsument Norge AS. The investment cost was approximately USD 20 mill.
SIGNIFICANT DISPOSALS

Merger WW ASA
On 4 April 2017, the subsidiary Wilh. Wilhelmsen ASA (WWASA) was merged
with Wall Roll AB. After the merger the group own 37.8% of the Wallenius
Wilhelmsen ASA.

Note 24 Contingencies
The size and global activities of the group dictate that companies in the group will be involved from time to time in disputes and legal actions.
The group is not aware of any financial risk associated with disputes and legal actions which are not largely covered through insurance arrangements. Nevertheless,
any such disputes/actions which might exist are of such a nature that they will not significantly affect the group’s financial position.
Note 25 Events after the balance sheet date

No material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions
prevailing on the balance sheet date.

Accounts and notes – parent company
Cyber
security
Beyond building a common-sense culture in our company, making
sure employees exercise good practise in handling data, navigating
in a digital world is a hot topic in our industry. We need to protect
a wide range of data and ensure our systems, whether on board a
vessel or onshore, operate efficiently and without interruptions. To be
able to operate and not least deserve the trust of all our stakeholders,
we need to professionally manage cyber security threats, handle
the consequences of connectivity and digitalisation, and respond to
increasing legal and customer requirements.
Parent company Accounts and notes
Income statement Wilh. Wilhelmsen Holding ASA

NOK thousand Note 2018 2017
Operating income 1 23 899 66 971
Operating expenses
Employee benefits 2 (75 446) (130 537)
Operating expenses 1 (45 375) (65 533)
Depreciation 3 (2 266) (2 190)
Total operating expenses (123 086) (198 260)
Operating profit/(loss) (99 187) (131 289)
Financial income/(expenses)
Net financial income 1 428 285 397 395
Net financial expenses 1 (8 231) (10 147)
Financial income/(expenses) 420 054 387 248
Tax income/(expense) 4 38 265 7 023

Profit for the year 359 131 262 982
Transfers and allocations

To equity 9 150 464 30 813
Proposed dividend 9 116 010 162 413
Interim dividend paid 9 92 658 69 756
Total transfers and allocations 359 131 262 982
Comprehensive income Wilh. Wilhelmsen Holding ASA


Items that will not be reclassified to the income statement
Remeasurement postemployment benefits, net of tax 9/10 3 200 1 156
Notes 1 to 16 on the next pages are an integral part of these financial statements.

Accounts and notes Parent company
Balance sheet Wilh. Wilhelmsen Holding ASA

NOK thousand Note 31.12.2018 31.12.2017
ASSETS
Non current assets
Deferred tax asset 4 42 398 2 653
Intangible assets 3 2 486 3 764
Tangible assets 3 11 402 11 693
Investments in subsidiaries and associates 5 4 872 004 4 872 004
Total non current assets 4 955 291 4 897 727
Current assets
Current financial investments 7/8 761 231 824 661
Trade and other receivables 6 11 924 16 171
Other current assets 6/8/13 399 768 265 206
Cash and cash equivalents 8 81 190 78 624
Total current assets 1 254 112 1 184 663
Total assets 6 209 403 6 082 390
EQUITY AND LIABILITIES

Equity
Paid-in capital 9 928 076 930 076
Own shares 9 (2 000)
Retained earnings 9 4 845 902 4 692 238
Total equity 5 773 979 5 620 314
Non current liabilities

Pension liabilities 10 40 856 44 948
Other non current liabilities 6 34 350 42 671
Total non current liabilities 75 206 87 619
Current liabilities
Public duties payable 6 756 7 105
Trade and other payables 6 5 273 10 017
Other current liabilities 6/11/13 348 190 357 334
Total current liabilities 360 219 374 456
Total equity and liabilities 6 209 403 6 082 390


chair

group CEO

Cash flow statement Wilh. Wilhelmsen Holding ASA

Cash flow from operating activities

Financial (income)/expenses (420 054) (402 710)
Depreciation 3 2 266 2 190
Gain on sale of fixed asset 3 (274) (233)
Change in net pension liability 64 (3 587)
Change in other current assets 4 467 1 996
Change in working capital (20 561) 1 137
Net cash provided by operating activities (113 226) (145 247)
Cash flow from investing activities

Proceeds from sale of fixed assets 296 1 132
Investments in fixed assets 3 (719) (1 871)
Investments in subsidaries (506 027)
Loan repayments received from subsidiaries 3 500
Loans granted to subsidiaries (105 148) (2 500)
Proceeds from sale of financial investments 252 467 265 255
Current financial investments (261 335) (336 166)
Dividend/ group contribution from subsidiaries 423 000 477 000
Dividend received from financial assets 14 713 12 769
Paid witholding tax dividend portfolio management (2 436) (2 005)
Interest received 1 2 609 1 573
Cash from financial derivatives 119 657
Net cash flow from investing activities 323 446 32 316
Cash flow from financing activities

Proceeds from issue of debt 11 50 000 150 000
Interest paid (2 584) (520)
Dividend to shareholders 9 (255 071) (232 169)
Net cash flow from financing activities (207 656) (82 689)
Net increase in cash and cash equivalents 2 565 (195 620)

Cash and cash equivalents, at the beginning of the period 78 624 274 244
Cash and cash equivalents at 31.12 81 190 78 624
The company has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities.

Note 1 Combined items, income statement

OPERATING INCOME
Other income 1 817 3 976
Income from group companies 14 21 809 62 762
Gain on sale of assets 274 233
Total operating income 23 899 66 971
OTHER OPERATING EXPENSES

Expenses to group companies 14 (18 262) (23 044)
Communication and IT expenses (4 356) (4 382)
External services 2 (12 379) (11 769)
Travel and meeting expenses (5 033) (6 354)
Marketing expenses (2 977) (6 141)
Other administration expenses (2 368) (13 842)
Total other operating expenses (45 375) (65 533)
FINANCIAL INCOME/(EXPENSES)
Financial income
Investment management 7 (60 198) 21 840
Interest income 14 2 609 1 573
Dividend/group contribution from subsidiaries 14 473 000 227 000
Other financial income 119 657
Net currency gain 12 874 27 326
Net financial income 428 285 397 395
Financial expenses
Interest expenses (6 166) (8 271)
Other financial items (2 066) (1 876)
Net financial expenses (8 231) (10 147)
Net financial income 420 054 387 248

Note 2 Employee benefits

NOK thousand 2018 2017
Pay 47 578 99 156

Payroll tax 10 856 14 107
Pension cost 11 105 9 025
Other remuneration 5 908 8 250
Total employee benefits 75 446 130 537
Average number of employees 35 45
REMUNERATION OF SENIOR EXECUTIVES
Pension *Other
NOK thousand Pay Bonus premium remuneration Total
2018
Group CEO 4 870 1 977 1 842 1 696 10 385
Group CFO 3 381 940 446 460 5 228
2017
Group CEO 4 753 6 957 1 779 1 696 15 186
Group CFO 3 293 2 717 383 425 6 818
*Mainly related to gross up pension expenses and company car.
Board of directors right to receive up to 100% of his annual salary for 24 months after leaving
Remuneration of the five directors totalled NOK 2 150 thousand for 2018 the company as a result of mergers, substantial changes in ownership, or
(2017: NOK 2 150 thousand). The board’s remuneration for the fiscal year a decision by the board of directors. Possible income during the period is
2018 will be approved by the general assembly 30 April 2019. 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
Remuneration of the nomination committee totalled NOK 85 thousand for salary ritirement above 12G.
2018 (2017: NOK 85 thousand).
The group CFO is following the company pension policy for salary below and
Senior executives above 12G (defined contribution plan). His retirement age is 67. In additional, he
Thomas Wilhelmsen – group CEO has a right to receive 60% of his annual salary between 67 and 70 year.
Christian Berg – group CFO
Loans and guarantees employees
The group CEO has a severance pay guarantee under which he has the There were no loan or guarantees to employees per 31.12.2018.

Cont. note 2 Employee benefits

SHARES OWNED OR CONTROLLED BY REPRESENTATIVES OF WILH. WILHELMSEN HOLDING ASA AT 31 DECEMBER 2018
Part of total Part of voting

Name A shares B shares Total shares stock
Board of directors
Diderik Schnitler (chair) 2 000 25 000 27 000 0.06% 0.01%
Trond Ø. Westlie 0.00% 0.00%
Carl E. Steen 8 000 8 000 0.02% 0.02%
Irene Waage Basili 0.00% 0.00%
Cathrine Løvenskiold Wilhelmsen 730 730 0.00% 0.00%
Senior executives
Thomas Wilhelmsen – group CEO 22 100 750 22 850 0.05% 0.06%
Christian Berg – group CFO 188 188 0.00% 0.00%
Nomination committee
Wilhelm Wilhelmsen* 20 881 114 2 302 444 23 183 558 49.96% 60.46%
Gunnar Fredrik Selvaag 0.00% 0.00%
Jan Gunnar Hartvig 0.00% 0.00%
*Following a gift in kind the shares owned and controlled by Wilhelm Wilhelmsen was reduced with 1 000 A-shares in December 2018. This transaction has not yet
been registered in the Norwegian CSD
OPTION PROGRAM FOR EMPLOYEES AT A SPECIFIED LEVEL OF leading up to the settlement. The value adjusted equity is determined by using
MANAGEMENT a “sum-of-the-parts” principle. For listed companies, value adjusted equity is
Long term incentive scheme based on market price, while earnings multiples or net asset value are used for
The long term incentive scheme (LTI) was introduced in 2015. Participants non-listed entities.
are members of the group management team and the presidents for
Wilhelmsen Ships Service and Wilhelmsen Ship Management. For the group The board sets value adjusted equity targets at the beginning of each four year
CEO, maximum annual payment is 100% of base salary. For the remaining measurement period. Without consultation or agreement with the individual,
participants, the maximum annual payment is 50% of base salary. the board has the right to change or terminate the incentive programme after
each year.
The LTI focuses on long term shareholder value creation and is based on
positive development of the Wilhelmsen group’s value adjusted equity. The Per 31 December 2018, a provision has been made related to the LTI
ambitions set for the programme are to increase alignment with value creation programme ending on 31 December 2018. Potential payment will be done in
for shareholders, to attract, retain and motivate participants and drive long- March 2019, pending approval from the board of directors. The provision has
term group performance. been calculated based on value adjusted equity per 31 December 2018, risk
free return and standard deviation of historic annual value creation. No provision
Settlement is based on return on value adjusted equity the last four years has been made for the LTI programme expiring on 31 December 2020.
EXPENSED AUDIT FEE (excluding VAT)
Statutory audit 535 540

Other service fees 277 708
Total expensed audit fee 811 1 248

Note 3 Intangible and tangible assets

Intangible Other tangible
NOK thousand assets Buildings assets Total
2018
Cost 01.01 6 180 10 582 8 815 25 577
Additions 719 719
Disposals (450) (450)
Cost 31.12 6 180 10 582 9 084 25 846
Accumulated depreciation 01.01 (2 415) (2 597) (5 107) (10 119)

Depreciation/amortisation (1 278) (423) (564) (2 266)
Disposals 428 428
Carrying amounts 31.12 2 486 7 562 3 841 13 889
2017
Cost 01.01 5 309 10 582 9 842 25 733
Additions 871 1 000 1 871
Disposals (2 027) (2 027)
Cost 31.12 6 180 10 582 8 815 25 577

Depreciation/amortisation (1 173) (423) (594) (2 190)
Disposals 1 066 1 066
Carrying amounts 31.12 3 764 7 985 3 708 15 458
Useful life Up to 3 years Up to 25 years 3-10 years

Amortisation/depreciation schedule Straight-line Straight-line Straight-line

Note 4 Tax
Allocation of tax income

Payable tax/withholding tax (2 436) (2 005)
Change in deferred tax 40 702 9 028
Total tax income/(expense) 38 265 7 023
Basis for tax computation

23% tax (2017: 24%) 73 799 61 430
Tax effect from

Permanent differences (115 409) (62 830)
Withholding tax 2 436 2 005
Change in different tax rate 907 284
Adjustment group contribution (7 913)
Current year calculated tax (38 265) (7 023)
Effective tax rate (2.7%)
Deferred tax asset/(liability)

Tax effect of temporary differences
Fixtures 713 643
Current assets and liabilities (337) (6 221)
Non current liabilities and provisions for liabilities 4 363 8 230
Tax losses carried forward 37 659
Deferred tax asset/(liability) 42 398 2 653
Deferred tax asset/(liability) 01.01 2 653 1 488

Charge to equity (tax of OCI) (956) (365)
Change of deferred tax through income statement 40 702 9 028
Tax effect of group contribution (7 500)
Deferred tax asset/(liability) 31.12 42 398 2 653
Note 5 Investments in subsidiaries and associates

Investments in subsidiaries and associates are recorded at cost. Where a reduction in the value of shares in subsidiaries or associates is considered to be
permanent and significant, a impairment to net realisable value is recorded.
Voting share/ 2018 2017

NOK thousand Business office country ownership share Book value Book value
Associate
Wallenius Wilhelmsen ASA Lysaker, Norway 37.8% 1 130 964 1 130 964
Subsidiaries
Treasure ASA* Lysaker, Norway 72.7% 1 043 967 1 043 967
Wilhelmsen Maritime Services AS Lysaker, Norway 100% 1 264 440 1 264 440
WilService AS Lysaker, Norway 100% 17 550 17 550
Wilh. Wilhelmsen Holding Invest AS Lysaker, Norway 100% 1 405 014 1 405 014
Wilhelmsen Accounting Services AS Lysaker, Norway 100% 3 622 3 622
WilNor Governmental Services AS Lysaker, Norway 51% 6 439 6 439
Wilhelmsen GRC Sdn Bhd Kuala Lumpur, Malaysia 100% 8 8
Total investments in subsidiaries and associates 4 872 004 4 872 004
*At 31.12.2018 Treasure ASA had own shares of 1 450 000 shares.

Note 6 Combined items, balance sheet

OTHER NON CURRENT ASSETS

Non current loan group companies (subsidiary and associates) 13/14 27 000 7 613
Total other non current assets 27 000 7 613
Of which non current debitors falling due for payment later than one year:
Loans to subsidiary and associates 13/14 27 000 7 613
Total other non current assets due after one year 27 000 7 613
OTHER CURRENT ASSETS

Group contribution 14 300 000 250 000
Other current assets 13 14 007 15 206
Current loan to group companies (subsidiary and associates) 13/14 85 760
Total other current assets 399 768 265 206
OTHER NON CURRENT LIABILITIES

Allocation of commitment 34 350 42 671
Total other non current liabilities 34 350 42 671
Allocation of commitment relates to a sale leaseback contract for house rental, including both deferred revenue and provision for loss contract. Net change of
NOK 7 955 thousand (current and non current liability) has been reversed through income statment in 2018. Per 31 December 2018 NOK 3 641 thousand was
reclassed to short term liability (2017: NOK 3 275 thousand).
OTHER CURRENT LIABILITIES

Next year's instalment on interest-bearing debt 11/13 200 000 150 000
Proposed dividend 9 116 010 162 413
Other current liabilities 13 32 181 44 920
Total other current liabilities 348 190 357 334
The fair value of current receivables and payables is virtually the same as the carried amount, since the effect of discounting is insignificant.
Lending is at floating rates of interest. Fair value is virtually identical with the carried amount. See note 13.
Note 7 Current financial investments

Market value asset management portfolio

Equities 367 709 430 114
Bonds 393 642 394 183
Other financial derivatives (13 113) (5 961)
Total current financial investments 748 239 818 336
The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market.
Other financial derivatives are classified as other current liabilities.
The net unrealised gain at 31.12 32 714 123 915
The portfolio of financial investments is held as collateral within a securities’ finance facility. See note 11.

Note 8 Restricted bank deposits and undrawn committed drawing rights

Restricted bank deposits
Payroll tax withholding account 4 331 3 781

Undrawn committed drawing rights
Undrawn committed drawing rights for 31 December 1 000 149 1 019 630

Cash and cash equivalents
Banks 81 190 78 624
Total Cash and cash equivalents 81 190 78 624
Note 9 Equity
NOK thousand Share capital Own shares Retained earnings Total
Current year's change in equity
Equity 31.12.2017 930 076 (2 000) 4 692 238 5 620 314
Interim dividend paid (92 658) (92 658)
Proposed dividend (116 010) (116 010)
Comprehensive income for the year 3 200 3 200
Disposal of own shares (2 000) 2 000
Equity 31.12.2018 928 076 0 4 845 902 5 773 979
NOK thousand Share capital Own shares Retained earnings Total

2017 change in equity
Equity 31.12.2016 930 076 (2 000) 4 660 268 5 588 344
Interim dividend paid (69 756) (69 756)
Proposed dividend (162 413) (162 413)
Comprehensive income for the year 1 156 1 156
Equity 31.12.2017 930 076 (2 000) 4 692 238 5 620 314
At 31 December 2018 the company’s share capital comprises 34 657 092 Dividend
Class A shares and 11 866 732 Class B shares, totalling 46 403 824 shares The proposed dividend for fiscal year 2018 is NOK 2.50 per share, payable
with a nominal value of NOK 20 each. Class B shares do not carry a vote at in the second quarter 2019. A decision on this proposal will be taken by the
the general meeting. Otherwise, each share confers the same rights in the annual general meeting on 30 April 2019.
company.
Dividend for fiscal year 2017 was NOK 5.50 per share, where NOK 3.50 per share
The annual general meeting on 26 April 2018 approved liquidation of 100 was paid in May 2018 and NOK 2.00 per share was paid in November 2018.
000 own class A shares, denominated NOK 20 per share. The share capital is
reduced from NOK 930 076 480 by NOK 2 000 000 to NOK 928 076 480. Dividend for fiscal year 2016 was NOK 5.00 per share, where NOK 3.50 per share
was paid in May 2017 and NOK 1.50 per share was paid in November 2017.


Cont. note 9 Equity

The largest shareholders at 31 December 2018
Total number % of % of
Shareholders A shares B shares of shares total shares voting stock
Tallyman AS 20 784 730 2 281 044 23 065 774 49.71% 60.18%

Folketrygdfondet 1 231 880 1 008 832 2 240 712 4.83% 3.57%
VPF Nordea Norge Verdi 267 695 1 555 724 1 823 419 3.93% 0.78%
Citibank Europe plc 886 187 809 650 1 695 837 3.65% 2.57%
Pareto Aksje Norge Verdipapirfond 971 815 617 576 1 589 391 3.43% 2.81%
J. P. Morgan Bank Luxembourg S.A. 638 658 638 658 1.38% 1.85%
Stiftelsen Tom Wilhelmsen 370 400 236 000 606 400 1.31% 1.07%
Nordea Nordic Small Cap Fund 126 875 415 630 542 505 1.17% 0.37%
UBS Switzerland AG 511 435 6 791 518 226 1.12% 1.48%
Skagen Vekst 512 647 512 647 1.10% 1.48%
State Street Bank and Trust Comp 475 722 475 722 1.03% 1.38%
Clearsteam Banking S.A. 189 071 191 369 380 440 0.82% 0.55%
Forsvarets Personellservice 375 400 375 400 0.81% 1.09%
MP Pensjon PK 79 965 276 636 356 601 0.77% 0.23%
Euroclear Bank S.A./N.V. 251 610 104 656 356 266 0.77% 0.73%
VPF Eika Spar 321 038 321 038 0.69% 0.00%
VPF Nordea Kapital 115 161 193 278 308 439 0.66% 0.33%
Eika Norge 287 325 287 325 0.62% 0.00%
Oslo Pensjonsforsikring AS PM 270 187 270 187 0.58% 0.00%
VPF Nordea Avkastning 112 359 157 119 269 478 0.58% 0.33%
Other 6 635 482 3 133 877 9 769 359 21.05% 19.21%
Total number of shares 34 537 092 11 866 732 46 403 824 100.00% 100.00%
Shares on foreigners hands

At 31. December 2018 – 5 150 032 (14.11%) A shares and 2 838 453 (23.92%) B shares.
Corresponding figures at 31. December 2017 – 5 200 373 (15.01%) A shares and 2 448 814 (20.64%) B shares.

Note 10 Pension
Description of the pension scheme made for payroll tax in pension plans where the plan assets exceed the plan
The company’s defined contribution pension schemes for Norwegian obligations.
employees are with financial institute, similar solutions with different investment
funds. 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 company has “Ekstrapensjon”, a contribution plan for all Norwegian the end of the reporting period less the fair value of plan assets. The defined
employees with salaries exceeding12 times the Norwegian National Insurance benefit obligations are calculated annually by independent actuaries using
base amount (G). The contribution plan replaced the company obligations the projected unit credit method. The present value of the defined benefit
mainly financed from operation. obligation is determined by discounting the estimated future cash outflows
using interest rates of high-quality corporate bonds that are denominated in
In addition the company has agreements on early retirement. This obligations the currency in which the benefits will be paid, and that have terms to maturity
are mainly financed from operations. approximating to the terms of the related pension obligation.
The company has obligations towards some employees in the company’s Actuarial gains and losses arising from experience adjustments and
senior executive management. These obligations are mainly covered via group changes in actuarial assumptions are charged or credited to equity in other
annuity policies in Storebrand. comprehensive income in the period in which they arise.
Pension costs and obligations includes payroll taxes. No provision has been
Funded Unfunded
Number of people covered by pension schemes at 31.12 2018 2017 2018 2017
In employment 1 1
On retirement (inclusive disability pensions) 2 2 4 4
Total number of people covered by pension schemes 3 3 4 4
Expenses Commitments
2018 2017 31.12.2018 31.12.2017
Financial assumptions for the pension calculations:
Discount rate 2.30% 2.40% 2.70% 2.30%

Anticipated pay regulation 2.00% 2.25% 2.50% 2.00%
Anticipated increase in National Insurance base amount (G) 2.00% 2.25% 2.50% 2.00%
Anticipated regulation of pensions 0.10% 0.40% 0.10% 0.10%
Anticipated pay regulation are business sector specific, influenced by Actuarial assumptions: all calculations are calculated on the basis of the K2013
composition of employees under the plans. Anticipated increase in G is tied mortality tariff. The disability tariff is based on the KU table.
up to the anticipated pay regulations. Anticipated regulation of pensions is
determined by the difference between return on assets and the hurdle rate.


2018 2017
NOK thousand Funded Unfunded Total Funded Unfunded Total
Pension expenses
Service cost 1 643 54 1 697 2 440 52 2 492
Net interest cost 141 761 902 162 774 936
Cost of defined contribution plan 8 506 8 506 5 597 5 597
Net pension expenses 10 290 815 11 105 8 199 826 9 025

Remeasurements – Other comprehensive income
Effect of changes in financial assumptions (4 647)
Effect of experience adjustments 2 492 (171)
(Return) on plan assets (excluding interest income) (2 001) (1 350)
Gross remeasurement (gain) loss included in OCI (4 156) (1 521)
Tax effect (956) (365)
Remeasurement (gain) loss recognised in OCI – net of tax (3 200) (1 156)

Pension obligations
Defined benefit obligation at end of prior year 91 698 91 344
Service cost 1 697 2 492
Interest expense 1 978 1 988
Benefit payments from plan (3 962) (3 955)
Effect of changes in financial assumptions (4 647)
Effect of experience adjustments 2 492 (171)
Pension obligations 31.12 89 256 91 698
Fair value of plan assets

Fair value of plan assets at end of prior year 46 750 43 600
Interest income 1 076 1 052
Employer contributions 1 699 3 274
Benefit payments from plan (2 526) (2 526)
Administrative expenses paid from plan assets (548) (597)
Return on plan assets (excluding interest income) 1 949 1 947
Gross pension assets 31.12 48 400 46 750


2018 2017
NOK thousand Funded Unfunded Total Funded Unfunded Total
Specification of funded and unfunded obligation
Service cost 1 643 54 1 697 2 440 52 2 492

Defined benefit obligation 51 730 37 526 89 256 54 187 37 511 91 698
Fair value of plan assets 48 400 48 400 46 750 46 750
Net liability 3 330 37 526 40 856 7 437 37 511 44 948
Premium payments in 2019 are expected to be NOK 5.1 million (2018: NOK 4.9 million). Payments from operations are estimated at NOK 2.2 million (2018: NOK 2.3 million).
NOK thousand 31.12.2018 31.12.2017

Historical developments
Gross pension obligations, including payroll tax 89 256 91 698
Gross pension assets 48 400 46 750
Net recorded pension obligations 40 856 44 948
Note 11 Interest-bearing debt

Bank loan 200 000 150 000
Total interest-bearing debt 200 000 150 000
Repayment schedule for interest-bearing debt

Due in year 1 200 000 150 000
Total interest-bearing debt 200 000 150 000
Held as collateral within a securities’ finance facility

The portfolio of financial investments 761 352 824 297
The parent company had in addition undrawn revolving facilities at 31 FINANCIAL RISK
December 2018. The parent company’s financing arrangement provides for See note 13 to the parent accounts and note 17 to the group accounts
customary financial covenants related to minimum liquidity, and minimum value for further information on financial risk, and note 16 to the group accounts
adjusted equity ratio. The company was in compliance with these covenants at concerning the fair value of interest-bearing debt.
31 December 2018 (analougue for 31 December 2017).
Note 12 Operating lease commitments

The company has a sale and leaseback agreement for the office building, Strandveien 20. The lease run over 15 years from 1 October 2009, with an option to
extend for additional 5 years + 5 years.

The lease agreement for the office building (including storage and parking) at Strandveien 12, was terminated in February 2019.
Due in year 1 44 119 51 365

Due in year 2 45 222 52 392
Due in year 3 46 353 53 440
Due in year 4 47 511 49 131
Due in year 5 and later 202 224 141 377
Total expense related to operating leasing commitments 385 429 347 705

Note 13 Financial risk

CREDIT RISK Quoted market prices or dealer quotes for similar instruments.
Guarantees
The group’s policy is that the parent company will not provide any financial The fair value of interest rate swaps is calculated as the present value of the
guarantees. estimated future cash flows based on observable yield curves.

Cash and bank deposits The fair value of interest rate swap option (swaption) contracts is determined
The parent’s exposure to credit risk on cash and bank deposits is considered using observable yield curve, volatility and time-to-maturity parameters at the
to be very limited as the parent maintain banking relationships with a selection balance sheet date, resulting in a swaption premium.
of banks with strong credit ratings.
The fair value of forward foreign exchange contracts is determined using
LIQUIDITY RISK forward exchange rates at the balance sheet date, with the resulting value
The parent’s approach to managing liquidity is to ensure sufficient liquidity to discounted back to present value. The fair value of foreign exchange option
meet its liabilities, under both normal and stressed conditions, without incurring contracts is determined using observable forward exchange rates, volatility,
unacceptable losses or risking damage to the parent and group’s reputation. yield curves and time-to-maturity parameters at the balance sheet date,
resulting in an option premium.
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. The carrying value less impairment provision of receivables and payables are
assumed to approximate their fair values. The fair value of financial liabilities for
FAIR VALUE ESTIMATION disclosure purposes is estimated by discounting the future contractual cash
The fair value of financial instruments traded in an active market is based on flows at the current market interest rate that is available to the company for
quoted market prices on the balance sheet date. The fair value of financial similar financial instruments.
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:
NOK thousand
2018 Fair value Carrying amount
Bank loan 200 000 200 000
Total interest-bearing debt 31.12 200 000 200 000
2017
Bank loan 150 000 150 000
Total interest-bearing debt 31.12 150 000 150 000
The fair value of financial instruments traded in active markets is based on The fair value of financial instruments not traded in an active market is
closing prices at the balance sheet date. A market is regarded as active if determined by using valuation techniques. These valuation techniques use
quoted prices are readily and regularly available from an exchange, dealer, observable market data where available and rely as little as possible on entity
broker, industry group, pricing service, or regulatory agency, and those prices specific estimates. These instruments are included in level 2. Instruments
represent actual and regularly occurring market transactions on an arm’s included in level 2 are FX and IR derivatives.
length basis.
If one or more of significant valuation inputs is not based on observable
The price used for valuation of financial assets held by the group is the closing market data, the instruments are included in level 3.
price. These instruments are included in level 1. Instruments included in level 1
at the end of 2018 and 2017 are investment grade bonds, equities and listed
financial derivatives.
Total financial instruments and short term financial investments
NOK thousand Level 1 Level 2 Level 3 Total balance

Financial assets at fair value through income statement 2018
– Bonds 393 642 393 642
– Equities 366 707 1 002 367 709
Total assets 31.12 760 350 1 002 0 761 352
Financial liabilities fair value through income statement 2018

– Financial derivatives (13 113) (13 113)
Total liabilities 31.12 0 (13 113) 0 (13 113)


NOK thousand Level 1 Level 2 Level 3 Total balance
Financial assets at fair value through income statement 2017
– Bonds 394 183 394 183
– Equities 423 522 6 593 430 114
Total assets 31.12 817 705 1 828 6 593 824 297
Financial liabilities fair value through income statement 2017

– Financial derivatives (270) (5 691) (5 961)
Total liabilities 31.12 (270) (5 691) 0 (5 961)
Financial instruments by category
Financial assets at Fair value through

Note amortised cost income statement Total
Assets
Current financial investments 7 761 352 761 352
Cash and cash equivalent 81 190 81 190
Assets at 31.12.2018 507 958 761 352 1 269 309
Other financial
liabilities at Fair value through
Liabilities
Financial derivatives 6 13 113 13 113
Current interest-bearing debt 6 200 000 200 000
Liabilities 31.12.2018 343 775 13 113 348 190
Assets at fair
Loans and value through the
Note receivables income statement Total
Assets
Current financial investments 7 824 297 824 297
Cash and cash equivalent 78 624 78 624
Assets at 31.12.2017 365 786 824 297 1 190 083
Other financial Assets at fair

liabilities at value through the
Liabilities
Financial derivatives 6 5 961 5 961
Current interest-bearing debt 6 150 000 150 000
Liabilities 31.12.2017 359 562 5 961 365 523
See note 17 to the group financial statement for further information about the group risk factors.

Note 14 Related party transaction

The ultimate owner of the group Wilh.Wilhelmsen Holding ASA is Tallyman AS, Tallyman AS are the Wilhelmsen family and Mr Wilhelm Wilhelmsen controls
which control about 60% of voting shares of the group. The ulimate owners of Tallyman AS.
Shares owned or controlled by related party of Wilh. Wilhelmsen Holding ASA at 31 December 2018
Part of Part of
Name A shares B shares Total total shares voting stock
Family Wilhelm Wilhelmsen 20 881 114 2 302 444 23 183 558 49.96% 60.46%
Wilhelm Wilhelmsen has in 2018 received remuneration of NOK 750 thousand In accordance with service level agreements, WilService AS delivers in-house
(2017: NOK 750 thousand) in consulting fee, NOK 70 thousand (2017: NOK services such as canteen, post, switchboard and rent of office facilities,
70 thousand) in nomination committee for Wilh. Wilhelmsen Holding ASA Wilhelmsen Accounting Services delivers accounting services and Maritime
and Treasure ASA and NOK 1 894 thousand (2017: NOK 1 846 thousand) in Services delivers IT services to WWH. Generally, Shared Services are priced
ordinary paid pension and other remunerations. 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
WWH ASA delivers services to other group companies, primarily human agreements that are renewed annually.
resources, communication, treasury (“Shared Services”).
OPERATING REVENUE FROM GROUP COMPANIES

WalWil group 4 912 4 130
Maritime Services 13 083 54 312
Holding and Investments 3 814 4 320
Operating revenue from group companies 1 21 809 62 762
OPERATING EXPENSES TO GROUP COMPANIES

Maritime Services (3 547) (5 801)
Holding and Investments (14 715) (17 243)
Operating expenses to group companies 1 (18 262) (23 044)
FINANCIAL INCOME FROM GROUP COMPANIES

Holding and Investments 49 860 227 279
Financial income from group companies 1 474 860 227 279
ACCOUNT RECEIVABLES AND ACCOUNT PAYABLES WITH GROUP COMPANIES

Account receivables
Maritime Services 9 406 264 346
Holding and Investments 1 333 922
Supply Services 272
Account receivables from group companies 6 11 010 265 269
Account payables
Maritime Services (1 455)
Holding and Investments (1 844) (1 012)
Account payables to group companies 6 (1 844) (2 467)

Cont. note 14 Related party transaction

NON CURRENT LOAN TO GROUP COMPANIES

Holding and Investments* 27 000 7 613
Non current loan to group companies 6 27 000 7 613
*Loan to WilService (Holding and Investments segment) was provided at commercially reasonable market terms (average margins 3%). Interest rates are based on
floating LIBOR-rates.

CURRENT LOAN TO GROUP COMPANIES

Holding and Investments* 85 760
Current loan to group companies 6 85 760 0
*Loan to Wilh.Wilhelmsen Holding Invest AS (Holding and Investments segment) was provided at commercially reasonable market terms (average margins 3%).
Interest rates are based on floating LIBOR-rates.
Note 15 Events after the balance sheet date

No material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions
prevailing on the balance sheet date.

Note 16 Statement on the remuneration for senior executives

The statement on senior executives’ remuneration has been prepared in a long-term incentive scheme running over a four-year period, based on
accordance with the Norwegian Public Limited Companies Act, the Norwegian the development of the group’s value adjusted equity. The scheme aims
Accounting Act and the Norwegian Code of Practice and is adopted by the to increase alignment with the shareholders’ interests and how senior
board of directors. executives executes strategy and develop value for the group and its
shareholders.
For the purpose of this statement, senior executives include Thomas
Wilhelmsen (group CEO), Christian Berg (group CFO), Jan Eyvin Wang (senior The value adjusted equity is determined using a sum-of-the-parts method:
vice president industrial investments), Benedicte Teigen Gude (senior vice non-listed entities are valued using earnings multiples, earnings multiples
president HR and communications), Bjørge Grimholt (CEO and president less debt and minorities or at net asset value, while listed entities are valued
Ships Service), Carl Schou (CEO and president Ship Management), and at market price.
John Stangeland (CEO of NorSea Group).
For the group CEO, maximum annual payment is 100% of base salary. For the
The following guidelines are applicable for 2019. remaining, the maximum payment is 50% of base salary.
General principles for the remuneration of senior executives For further details, see note 6 page 52 and note 2 page 90.
The remuneration of the group CEO is determined by the board. Remuneration
of other senior executives is determined administratively based on frameworks Pension scheme
specified by the board. Pension benefits for senior executives include coverage for old age, disability,
spouse and children, and supplement payments by the Norwegian National
Remuneration shall be at a competitive level in the relevant labour market(s). Insurance system.
It should be a tool for the board to retain and attract required leadership and
motivational for the individual executive. The total remuneration package shall Pension obligations related to salaries above 12G (NOK 1 161 996) and the
therefore consist of fixed remuneration (basic salary and benefits in kind) and option to take early retirement, are insured in the case of group CEO. Group
variable, performance-based remuneration (short- and long-term incentive CEO has the right to a life-long pension constituting 50% of his annual salary
schemes). The remuneration system should be flexible and understandable. retirement above 12G.
The remuneration level shall reflect the complexity and responsibilities of The group CFO has a special agreement to retire at the age of 67, with
each role and shall consider the group’s breadth of international operations. a gross compensation equal to 60% of base salary to the age of 70 The
With most of the positions based in Norway, the board primarily looks to other agreement includes pensions.
Norwegian companies operating in an international environment to ensure that
remuneration levels are competitive. The presidents for Ships Service and Ship Management have a defined
benefit plan for salary exceeding 12G financed through operations.
Fixed salary
The main element of the remuneration package shall be the annual base The remaining executives have a defined contribution plan for salary above
salary. This is normally evaluated once a year in June based on individual 12G. For salary below 12G, they are all a part of the collective agreement.
performance, achieved results, how the results are achieved, market
competitiveness, and local labour market trends. Severance package scheme
The group CEO has a severance pay guarantee under which he has the
Benefits in kind right to receive up to 100% of his annual salary for 24 months after leaving
The senior executives receive benefits in kind that are common for comparable the company because of mergers, substantial changes in ownership, or
positions. These include newspapers, mobile phone, broadband, insurance, a decision by the board. After six months’ notice period, possible income
and car salary. during the severance pay period will be deducted by up to 50%.
Short-term variable remuneration The other senior executives also have arrangements for severance payment
An annual variable pay scheme is a key component in the total reward package beyond redundancy period following departure from the group.
and is meant to emphasises the link between performance and pay. It aligns
the senior executives with relevant, clear targets derived from the group’s Statement on senior executive remuneration in the previous fiscal year
long-term strategy. The variable pay scheme includes a financial target (return Remuneration policy and development for the senior executives in the
of capital employed), a discretionary element and/or an individual/team target. previous fiscal year built upon the same policies as those described above.
Maximum opportunities for annual payments for senior executives are capped For further details regarding the individual remuneration elements, see note
at four to six months’ salary, depending on role. 2 concerning pay and other remuneration for senior executives of the parent
company and note 6 of the group accounts concerning senior executives of
Long-term variable remuneration the group.
The senior executives (less the CEO of NorSea Group) also participate in

Auditor’s report
To the General Meeting of Wilh. Wilhelmsen Holding ASA
Independent auditor’s report

Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Wilh. Wilhelmsen Holding ASA, which comprise:
• The financial statements of the parent company Wilh. Wilhelmsen Holding ASA (the
Company), which comprise the balance sheet as at 31 December 2018, the income statement,
comprehensive income and cash flow statement for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and
• The consolidated financial statements of Wilh. Wilhelmsen Holding ASA and its subsidiaries
(the Group), which comprise the balance sheet as at 31 December 2018, the income statement,
comprehensive income, consolidated statement of changes in equity and cash flow statement
for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies.
In our opinion:
• The financial statements are prepared in accordance with the law and regulations.
• The accompanying financial statements give a true and fair view of the financial position of the
Company as at 31 December 2018, and its financial performance and its cash flows for the year
then ended in accordance with simplified application of international accounting standards
according to section 3-9 of the Norwegian Accounting Act.
• The accompanying consolidated financial statements give a true and fair view of the financial
position of the Group as at 31 December 2018, and its financial performance and its cash flows
for the year then ended in accordance with International Financial Reporting Standards as
adopted by the EU.
Basis for Opinion
We conducted our audit in accordance with laws, regulations, and auditing standards and practices
generally accepted in Norway, including International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by laws and regulations, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
In 2017, we focused on Discontinuing of the operations in the shipping and logistics segment and
Completion of a material business combination. These two issues are now resolved and consequently
no longer a focus area for our audit. In 2018, an area of focus for the audit has been Revenue from
contracts with customers in the Maritime Services and Supply Services segments. We focused on this
PricewaterhouseCoopers AS, Postboks 748 Sentrum, NO-0106 Oslo

T: 02316, org. no.: 987 009 713 VAT, www.pwc.no
State authorised public accountants, members of The Norwegian Institute of Public Accountants, and authorised
accounting firm

Auditor’s report
Auditors Report - Wilh. Wilhelmsen Holding ASA
issue due to material amounts, the inherent complexity in handling many revenue streams, and the
use of judgement in some of the areas within revenue.
Key Audit Matter How our audit addressed the Key Audit Matter
Revenue from contracts with customers
This has been an area of focus for the audit We obtained and studied managements’ accounting
due to the amounts involved. Revenue policy to assess it against relevant IFRSs. We discussed
from contracts with customers in the with management how the specific requirements of the
Maritime Services and Supply Services standards, in particular IFRS 15 – Revenue from
segments was USD 581 million and USD contracts with customers, were met. Our discussions
283 million respectively for the year ended included the impact the implementation and adoption of
December 31, 2018. IFRS 15 had on accounting practices and policies within
the Maritime Services and Supply Services Segments. We
Further, there is an inherent risk of errors found that we were able to agree with management
when a business handles multiple revenue about their accounting policies and that their assessment
streams, where each of them consists of of implementations effects were reasonable.
large numbers of transactions that adds up
to material amounts. The inherent risk of To assess the accuracy of their practices, we tested, on a
errors increase from the complexity that sample basis, each revenue stream towards information
sometimes accompany the implementation such as contract terms, invoices and bank payments. We
of a new accounting standard; in this case found that the revenue was recorded accurate and in
IFRS 15 – Revenue from contracts with accordance with the underlying documentation.
customers. The implementation of IFRS 15
required management to use judgement, Further, to assess the determined transaction prices, we
particularly to determine the transaction obtained an understanding of the price for services and
price and to decide when performance products, including discounts and customer bonus
obligations is satisfied. through interviews with management, walkthroughs and
review of process descriptions. In addition, we obtained
Furthermore, we focused on and read a selection of customer contracts to understand
management’s assessment of certain whether the determined prices was in accordance with
contracts where judgements was an the contract terms. We found no significant deviations in
integral part of the assessment of whether management's assessments.
Wilh. Wilhelmsen Holding ASA acts as the
agent or the principal. Through interviews with management and review of a
selection of sales documentation such as customer
We refer to note 3 Revenue from contracts contracts and invoices; we obtained an understanding of
with customers, where management the assumptions managements assessed to decide on
explain the various revenue streams and when the performance obligations was satisfied. We
how they are accounted for under IFRS 15 concluded that management’s assumptions were
- Revenue from contracts with customers. reasonable.
Here, management also explain the
different performance obligations, To assess whether the accounting should reflect whether
measurement of the transaction price and the company acted as an agent or a principal, we
whether income should be recognized net obtained and read a selection of contracts. We
or gross. considered the specific contract terms, and held them up
against the requirements in IFRS 15 and discussed with
management and challenged their assessment. The
accounting is arranged to reflect that Wilh. Wilhelmsen
Holding ASA is an agent. We found management’s
(2)

Auditor’s report
assessment to be appropriate.
We evaluated the appropriateness of the related

disclosures in the accounting policies and note 3 to the
financial statements for the Group to the requirements of
the applicable financial reporting framework, IFRS. We
found that the disclosure appropriately explained the
revenue from contracts with customers.
Other information
Management is responsible for the other information. The other information comprises information in
the annual report, except the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
The Board of Directors and the Managing Director (Management) are responsible for the preparation
in accordance with law and regulations, including fair presentation of the financial statements of the
Company in accordance with simplified application of international accounting standards according to
the Norwegian Accounting Act section 3-9, and for the preparation and fair presentation of the
consolidated financial statements of the Group in accordance with International Financial Reporting
Standards as adopted by the EU, and for such internal control as management determines is necessary
to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with laws, regulations, and auditing standards and practices
generally accepted in Norway, including ISAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
(3)

Auditor’s report
As part of an audit in accordance with laws, regulations, and auditing standards and practices
generally accepted in Norway, including ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's or the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company and the Group's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company and the Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide the Board of Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
(4)

Auditor’s report
Report on Other Legal and Regulatory Requirements

Opinion on the Board of Directors’ report
Based on our audit of the financial statements as described above, it is our opinion that the
information presented in the Board of Directors’ report and in the reports on Corporate Governance
and Sustainability concerning the financial statements, the going concern assumption and the
proposed allocation of the result is consistent with the financial statements and complies with the law
and regulations.
Opinion on Registration and Documentation
Based on our audit of the financial statements as described above, and control procedures we have
considered necessary in accordance with the International Standard on Assurance Engagements
(ISAE) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial
Information, it is our opinion that management has fulfilled its duty to produce a proper and clearly
set out registration and documentation of the Company’s accounting information in accordance with
the law and bookkeeping standards and practices generally accepted in Norway.
Oslo, 14 March 2019

PricewaterhouseCoopers AS
Thomas Fraurud
State Authorised Public Accountant
(5)

Responsibility statement
We confirm, to the best of our knowledge, that the financial statements for the We also confirm that the Board of Directors’ Report includes a true and fair
period 1 January to 31 December 2018 have been prepared in accordance review of the development and performance of the business and the position
with current applicable accounting standards and give a true and fair view of of the entity and the group, together with a description of the principal risks and
the assets, liabilities, financial position and profit for the entity and the group uncertainties facing the entity and the group.
taken as a whole.


chair

group CEO

Ethics and
anti-corruption
Our various stakeholders depend on us being transparent and compliant. Nothing
less, nothing more. We do the right things, the right way. It is simply how we do
business. We expect the same of our employees as we do of our customers, suppliers
and other business partners.
Corporate governance
Group Corporate governance
Corporate governance
A summary of the corporate governance report for 2018
Corporate governance comply or explain overview
Section Topic Deviation Reference in this report
01. Implementation and reporting on corporate governance None Page 115
02. Business None Page 115
03. Equity and dividends None Page 115
Equal treatment of shareholders and transactions with close

04. None Page 116
associates
05. Shares and negotiability None Page 116
There is no requirement for the full board to attend

06. General meetings the general meeting, and the board chair opens Page 116
and directs the meeting
07. Nomination committee None Page 117
08. Board of directors: composition and independence The board chooses its own chair Page 117
09. The work of the board of directors The full board serves as audit committee Page 118
10. Risk management and internal control None Page 118
11. Remuneration of the board of directors None Page 118
12. Remuneration of executive personnel None Page 119
13. Information and communications None Page 119
14. Take-overs None Page 119
15. Auditor None Page 119
Reducing risk We, as the board of Wilh. Wilhelmsen Holding The Corporate governance report for 2018 is,
ASA, are responsible for ensuring that the amongst others, based on the requirements
and improving company is directed and controlled in an of the Norwegian Accounting Act and the
accountability appropriate and satisfactory manner according
to existing laws and regulations.
recommendations of the Norwegian Code of
Practice for Corporate Governance.
We believe sound corporate governance is We, as the board, assess the company’s
important because it: corporate governance to be of high standard,
• reduces risk and discussed and approved the report on
• contributes to the greatest possible value 14 March 2019. All the directors were present
creation over time in the best interests of the at the meeting.
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 Diderik Schnitler
and increases the company’s attractiveness. Chair of the board

Corporate governance Group
1. Implementation and reporting on corporate direction and a risk review is included in the The board’s
governance directors’ report for 2018.
Wilh. Wilhelmsen Holding ASA (Wilhelmsen) corporate
Stakeholder interests
is a public limited company organised under
Norwegian law. Listed on a regulated market Wilhelmsen is in regular dialogue with key
governance
(Oslo Børs), the company is subject to general stakeholders engaged in issues relating to report for
Norwegian securities’ legislation and Oslo the maritime industry and the corporate
Børs’ regulations. activities of the group. A description of
2018
various stakeholder interests and how this
This corporate governance report follows the may impact Wilhelmsen is described in the
requirements of the Norwegian Accounting group’s sustainability report available on the
Act (§3-3b) and the recommendations in the company’s website.
Norwegian Code of Practice for Corporate
Governance (Code of Practice, dated 17 Sustainable business model
October 2018). The Code of Practice includes A responsible business model is necessary
provisions and guidance that in part elaborate to be sustainable. Acknowledging that the
on existing legislation and in part cover areas company’s activities affect its surroundings,
not addressed by legislation. The structure of the company issues an annual Sustainability
this report is aligned with the structure of the report. The report is based on the requirements
Code of Practice. stated in the GRI Sustainability Reporting
Standards (GRI Standards) and the ten
This report is published as part of the principles of the UN Global Compact. The
company’s annual report and available on the report, which also describes how the company
company’s website. actively contributes to reaching the Sustainable
Development Goals, is available on the
Comply or explain principle company’s website.
The corporate governance report follows
the “comply and explain” principles. Where The Sustainability report describes how
Wilhelmsen does not fully comply with the Wilhelmsen combines long-term profitability
Code of Practice, an explanation of the reason with emphasis on ethical business conduct
for the deviation and what solution the including respect for human rights, the
company has selected has been included. natural environment and the societies in
which the company operates. The report
Deviations from the Code of Practice: None includes how the company addresses
employee rights and working environment,
2. Business human rights, health and safety issues,
Business activities the external environment, prevention of
According to Wilhelmsen’s Articles of corruption and how the company contributes
association, the company’s objective is to communities in which it operates.
to engage in shipping, maritime services,
aviation, industry, commerce, finance business, Deviations from the Code of Practice: None
brokerage, agencies and forwarding, to own or
manage real estate, and to run business related 3. Equity and dividends
thereto or associated therewith. While present Capital structure
business activities mainly are within maritime The board considers it appropriate for the
services, shipping and related logistics services, parent company to maintain a low debt
the board finds it appropriate to maintain a profile, with group business activities
broad objective to allow for a wider range of primarily financed on a non-recourse basis by
activities and investments. the relevant subsidiary. This is consistent with
the holding nature of the parent company.
Strategy and risk
The board has a yearly strategy review Dividend
of the business portfolio and ownership The dividend policy states that “the goal is to
strategy for main activities and investments, provide shareholders with a high return over
supplemented by selective business reviews time through a combination of value creation
on a regular basis. for the company’s shares and payment of
dividend. The objective is to have consistent
The board further evaluate the risk profile on yearly dividend paid twice annually”.
a quarterly basis.
Wilhelmsen has a history of paying dividend
A summary of the company’s strategic twice a year, with total consideration varying

between NOK 5.00 and NOK 5.50 per share for event of material transactions, the company
the five-year period 2014-18. The first dividend will seek independent valuation. Relevant
has varied been NOK 3.00 and NOK 3.50 per transactions will be publicly disclosed to seek
share while the second dividend has been transparency. The board instruction includes
between NOK 1.50 and NOK 2.00 per share. procedures for how to handle any situations
In 2018, the company paid a total dividend where a board member has a personal or
of NOK 5.50 per share, split on NOK 3.50 financial interest related to a board matter.
and NOK 2.00 as first and second dividend
respectively. Deviations from the Code of Practice: None
To be able to continue the practice of dividend 5. Freely negotiable shares

paid twice annually, the board is proposing to Listed on the Oslo børs with the tickers
the annual shareholder meeting scheduled for “WWI” and “WWIB” for the Class A and
30 April 2019 a first dividend of NOK 2.50, and Class B shares respectively, all shares are
that the board is authorised to pay additional freely negotiable. There are no restrictions
dividend of up to NOK 2.50 per share. on negotiability in the company’s Articles
of associations.
Mandate to increase share capital
or purchase own shares Deviations from the Code of Practice: None
At the 26 April 2018 annual general meeting,
the board proposed and was granted an 6. General meetings
authorisation to acquire shares in the Matters to be dealt with and decided by the
company with a nominal value of up to NOK annual general meeting and procedures
92 807 648, equivalent to 10% of the current related to general meetings are outlined in
share capital. The reason for the proposal article 7 of the Articles of associations.
was that it enables the adjustment of capital
structure and balance to the company’s needs, The annual general meeting is normally
as framework conditions for the industry held late April or early May. In addition,
change. extraordinary general meetings may be
convened if required.
The board has not used the authority during
the period up to date of this report, and has Shareholders with Norwegian VPS accounts
made a proposal to the next annual general or known addresses are notified electronically
meeting to be held on 30 April 2019 for a through the Norwegian VPS system or by
renewal of the mandate for a period of one mail no later than 21 days prior to a general
year. meeting.
The board has not requested, and the general Proposed resolutions, together with relevant
meeting has as such not granted, any board supporting documents are published on the
mandate to increase the company’s share Wilhelmsen website no later than 21 days prior
capital. to the general meeting. For annual general
meetings, this include the annual report
Deviations from the code: None (including directors report, annual accounts
and the auditor’s report), statement on the
4. Equal treatment of shareholders remuneration for senior executives, statement
and transactions with close associates on corporate governance, and the nomination
Transactions in own shares committee report. Shareholders may, upon
Any transactions the company carries out request, receive hard copies of the material.
in its own shares are carried out through
the stock exchange and at prevailing stock Shareholders may attend the general meeting
exchange prices, or in such other ways in person, nominate a proxy, or vote in
which will ensure equal treatment of all advance. The vote may be through electronic
shareholders. communication. The attendance form, proxy
nomination, or advance vote must be received
Transaction with close associates by the company’s registrar no later than two
Any transactions taking place between a working days before the meeting takes place.
principal shareholder or close associates and As a general rule, shareholders may vote on
the company will apply prices and other terms each individual matter, including individual
and conditions common for such agreements. candidates nominated for election.
A similar principle is used for transactions The board chair, nomination committee
between companies within the group. In the chair, group CEO, group CFO, and auditor will

normally attend the annual general meeting, Deviations from the Code of Practice: None
together with other members of the board (subject approval of proposed changes to the
and management if available. There is no Articles of association by the annual general
requirement for the full board to attend a meeting)
general meeting.
8. Board of directors: composition
The board chair opens and directs the general and independence
meeting in accordance with Article 7 of the According to article 5 of the Articles of
Articles of association. association, the company’s board is made
up of five to seven members and up to three
The minutes of general meetings are deputy members. It chooses its own chair.
published on the Oslo Børs news service and
available on the company’s website. The composition of the board is made to ensure
it meets the company’s need for expertise,
Deviations from the Code of Practice: There is capacity and diversity. Focus is also on ensuring
no requirement for the full board to attend the that the board can function effectively as a
general meeting, and the board chair opens collegiate body. Information on the background
and directs the meeting and experience of the individual board members
are available on the company’s website.
7. Nomination committee
The work of the Wilhelmsen nomination During 2018, the board consisted of the
committee follows the “Guidelines for following members:
the duties of the nomination committee”
approved by the general meeting on 28 April
2011. A revised guideline has been proposed Board member Last time elected Period Elected to
for approval by the general meeting scheduled
for 30 April 2019, together with a proposal to Diderik Schnitler (chair) 27.04.2017 2 years 2019
amend the Articles of association to include
the role of the nomination committee. Carl Erik Steen 27.04.2017 2 years 2019
The nomination committee consists of the Cathrine Løvenskiold Wilhelmsen 27.04.2017 2 years 2019
following members:
Irene Waage Basili* 26.04.2018 2 years 2018/20
Nomination
Elected Period Elected to Trond Westli** 26.04.2018 2 years 2020
committee member
Wilhelm Wilhelmsen
26.04.2018 2 years 2020 Odd Rune Austgulen*** 03.05.2016 2 years 2018
(chair)
Frederik Selvaag 26.04.2018 2 years 2020 * Re-elected at the 26.04.2018 Annual general meeting
** Elected at the 26.04.2018 Annual general meeting
Jan Gunnar Hartvig 26.04.2018 2 years 2020 *** Resigned from the board at the 26.04.2018 annual general meeting
he board does not include executive

T
Wilhelm Wilhelmsen is related to the group employees, and all board members are
CEO and acts as an advisor to the board. independent of the executive management.
The other nomination committee members Cathrine Løvenskiold Wilhelmsen is related
are independent of the board and executive to the Wilhelmsen family, which is the main
employees. shareholder group of the company. All other
board members are independent of the main
As part of the nomination process, the shareholder group.
committee has contact with relevant
stakeholders. A revised procedure has been The group CEO and group CFO are normally
established and published on the company present at board meetings, as is other
website, whereby shareholders may propose executives depending on agenda and issues to
candidates for election. be discussed.
The nomination committee provides its The board instruction encourages board
recommendation to the annual general members to own shares in the company.
meeting in form of a report, which among
other includes justification of individual Deviations from the Code of Practice: The
candidates. board chooses its own chair

9. The work of the board of directors Members of the group management team
Board instruction and work of the board chairs or sits on the board of main subsidiaries
The board has issued instructions for its and companies where Wilhelmsen has
own work. The instruction reflects the role, material ownership interests and/or a
responsibilities, and work procedures of the shareholder agreement which defines board
board as laid down in the Norwegian Public composition. Management of subsidiaries are
Companies Act. This includes procedures for based on the Wilhelmsen group policies and
how to handle any situations where a board governance principles.
member has a personal or financial interest
related to a board matter. Deviations from the Code of Practice: The full
board serves as audit committee.
The board evaluates its performance and
expertise on an annual basis. A summary 10. Risk management and internal control
of the evaluation is provided as input to the The board believes that the company’s
nomination committee. internal control and risk management are
sound and appropriate given the extent and
During 2018, the board held eight meetings, in nature of the company’s activities. The system
addition to a full day strategy session. contributes to sound control characterised by
integrity and ethical attitudes throughout the
According to article 5 of the Articles of organisation.
association, “the full board shall jointly
serve as the company’s audit committee.” Governing documents, the code of conduct,
As the Wilhelmsen board consists of five policies, policy descriptions and procedures
members, this is regarded the most effective are documented and electronically available
solution. For the same reason, the board has to the company’s employees through the
not deemed it desirable to have a separate company’s global integrated management
remuneration committee, nor other separate system. Various internal control activities
committees to follow up on specific issues. give management assurance that the internal
control of financial systems, group policies
Executive committee for industrial democracy and subsidiary boards are working adequately
Wilhelmsen maintains an executive and according to management’s expectations.
committee for industrial democracy in
foreign trade shipping (“Rederistyret”), The group has a global whistleblowing system
securing the interest of the employees related including procedures and channels for giving
to the board. The committee meet prior to a notice to the company about potential non-
corresponding board meeting. compliance. The whistleblowing channel is
available for internal and external parties.
The present committee consists of seven
members, elected for a period of four years The board reviews the company’s risk matrix
from 2018. Five members were elected by on a quarterly basis and the internal control
and among the employees and two were arrangements at least once a year.
appointed by the management. Each
employee representative has a personal Financial reporting
deputy, and the management representatives Financial reporting is covered by the
have a joint deputy. One of the management company’s policies, policy descriptions, and
representatives is the group CEO. procedures. Financial statements are prepared
monthly, and Wilhelmsen reports to the
During 2018, the committee held three market on a quarterly basis.
meetings.
The board performs an internal financial audit
Executive management instructions review prior to the release of quarterly results,
The duties, responsibilities and authority and when otherwise deemed required.
of the group CEO follows instructions made
by the board and the Norwegian Public Deviations from the Code of Practice: None
Companies Act. The instructions made by the
board also include authorities given to other 11. Remuneration of the board of directors
executive employees. Remuneration of directors is determined
by the annual general meeting and is not
The executive management of the Wilhelmsen dependent upon the company’s results. The
group includes a group management team and fee reflects the responsibilities of the board,
the board and management of subsidiaries. its expertise, the amount of time devoted to

its work and the complexity of the company’s over bid for the company’s shares, the board
businesses. No director holds share options in will undertake an evaluation of the proposed
the company. bid terms and provide a recommendation as
to whether shareholders should or should not
In 2018, none of the directors performed accept the bid. The recommendation will state
assignments for the company other than whether the boards’ evaluation is unanimous
serving on the board of the company. and the reasons for any dissent.
An overview of the directors’ remuneration Deviations from the Code of Practice: None
is specified in note 6 to Wilhelmsen group
accounts and note 2 to the parent company 15. Auditor
accounts, of which the latter includes an The auditor for Wilhelmsen is
overview of shares in Wilhelmsen held by the PricewaterhouseCoopers AS.
individual director.
The key features of the external audit plan
Deviations from the Code of Practice: None are reviewed by the board on an annual basis,
with the auditor being present if deemed
12. Remuneration of executive personnel required.
A statement on the remuneration for senior
executives is provided in note 16 to the The auditor is also invited to attend the
Wilhelmsen parent company accounts. An meeting where the board deal with the annual
advisory vote is to be held at the annual accounts (preliminary and/or final accounts),
general meeting concerning the statement. and at other occasions where the board so
requests.
The remuneration of senior executives
is further detailed in note 6 to the group Finally, the board has a yearly meeting
accounts and note 2 to the parent company with the auditor without the presence of
accounts. management.
Deviations from the Code of Practice: None The board has established the principle that
use of the auditor for services other than audit
13. Information and communication shall be limited.
The board has established an investor
relations policy which is published on the The fee to external auditors, broken down by
company’s website. The policy complies statutory work, other assurance services, tax
with the Oslo Børs Code of Practice for IR services, and other assistance, is specified in
of 1 March 2017. note 6 to the Wilhelmsen group accounts and
note 2 to the parent company accounts.
According to the policy, Wilhelmsen will
publish interim reports each quarter in Deviations from the Code of Practice: None
addition to half-year and annual reports.
In 2018, two of the quarterly reports were
covered through webcast presentations which
included a Q&A session.
The investor relations policy further states

that the main source of information about the
Wilhelmsen group is the Wilhelmsen website,
including financial information, governing
elements and company news.
Deviations from the Code of Practice: None
14. Takeovers
The board will handle any possible take-over
bid in accordance with Norwegian corporate
law. There are no defence mechanisms against
take-over bids in the Articles of association,
and the company has not implements any
measures to limit the opportunity to acquire
shares in the company. In the event of a take-

Group
mangement
team
From left:
Benedicte Teigen Gude
(SVP HR and communications)
Thomas Wilhelmsen
(group CEO)
Jan Eyvin Wang

(SVP Industrial investments)
Christian Berg
(group CFO)


Innovation
We need to pursue initiatives aimed at building and meeting our stakeholders’
ever-changing needs. The maritime industry finds itself amid a perfect storm of
economic stresses, regulatory changes and technological disruption. The changes
needed to meet the challenges will not come from what worked yesterday, but rather
from cleverly leveraging the potential of technology and digitalisation. We shape the
maritime industry.
Corporate structure
Group Corporate structure
Corporate structure
As of 31 December 2018
WWH group*
Wilh. Wilhelmsen Holding ASA, Norway
Wallenius Treasure ASA, Wilhelmsen Maritime Wilh. Wilhelmsen

Wilhelmsen ASA, Norway Services AS, Holding Invest AS,
Norway 37.82% 72.73% Norway Norway
WilService AS,
Norway
Wilhelmsen Accounting
Services AS,
Norway
Wilhelmsen GRC
Sdn.Bhd.
WilNor Governmental
Services AS,
Norway 51%
* See note 2, group accounts on page 42, for addition information
Holding and investments segment
Wilhelmsen
Wallenius Wilhelmsen Treasure ASA Wilh. Wilhelmsen Wilhelmsen WilService AS,
Accounting Services
ASA 37.82% 72.73% Holding Invest AS GRC Sdn.Bhd. Norway
AS, Norway
Wilh. Wilhelmsen
Den Norske
Holding Invest
Amerikalinje AS
Malta Ltd
Denholm Port
Services Ltd.
40%
Hyundai Glovis Ltd Raa LabsAS
12.04% 50%
Dolittle AS
50%
Massterly AS
50%
Unless otherwise stated, the company is wholly-owned.

Corporate structure Group
Supply services segment
WilNor Governmental
Wilh. Wilhelmsen
Services AS
Holding Invest AS
51%
NorSea Group AS
75.15%
For group company list sorted by business area see below list.
cont. Supply services segment

Company name Country Business office Share
Norsea Group AS
Companies owned by NorSea Group AS
NorSea Group Property AS Norway Tananger 100.00%
NorSea Group Operations AS Norway Tananger 100.00%
NorSea Group DENMARK A/S Denmark Esbjerg 100.00%
NorSea Group UK Ltd Scotland Aberdeen 100.00%
NorSea Group Australia PTY Ltd Australia Perth 100.00%
Wilnor Governmental Services AS Norway Lysaker 49.00%
NSG Wind A/S Denmark Aarhus 100.00%
Norsea 123 Ltd. Scotland Aberdeen 100.00%
Companies owned through subsidiaries

Vestbase AS Norway Kristiansund 100.00%
Vestbase Eiendom AS Norway Kristiansund 100.00%
Averøy Eiendom AS Norway Kristiansund 100.00%
Orvikan Eiendom AS Norway Kristiansund 100.00%
Stordbase AS Norway Stord 100.00%
NorSea AS Norway Stavanger 100.00%
Maritime Logistic Services AS Norway Stavanger 100.00%
Viking Fighter AS Norway Tananger 100.00%
NorSea Eiendom Dusavik AS Norway Stavanger 100.00%
NorSea Eiendom Tananger AS Norway Tananger 100.00%
NorSea Tananger 107 AS Norway Tananger 100.00%
Tananger Eiendom AS Norway Tananger 100.00%
Nsg Digital As Norway Stavanger 100.00%
Øer Energy Ltd UK 100.00%
Øer GMBH Germany Germany 100.00%
Øer A/S Denmark Denmark 100.00%
Øer BV Netherland Netherland 100.00%

cont. Supply services segment

Company name Country Business office Share
Companies owned through subsidiaries
Polarbase Eiendom AS Norway Hammerfest 95.62%
Polarbase AS Norway Hammerfest 94.96%
Maritime Waste Management AS * Norway Kristiansund 75.00%
Norbase AS Norway Harstad 75.00%
Mid-Nor Yard Service AS *** Norway Kristiansund 75.00%
NSG Maritime AS Norway Stavanger 73.00%
Westport AS Norway Tananger 66.66%
Dusavik Utvikling AS ***** Norway Stavanger 50.10%
Coast Center Base AS Norway Fjell 50.00%
SørSea AS Norway Tananger 50.00%
Polarlift AS Norway Hammerfest 50.00%
KS Coast Center Base Norway Fjell 49.75%
Risavika Havn AS ** Norway Tananger 42.82%
Risavika Eiendom AS Norway Tananger 42.00%
Bring Logistics Polarbase AS Norway Hammerfest 41.00%
Eldøyane Næringspark AS Norway Stord 37.91%
Risavika Havnering 14 AS Norway Stavanger 33.33%
Strandparken Holding AS *** Norway Hammerfest 33.07%
Logiteam AS****** Norway Kokstad 17.00%
CCB Subsea AS******* Norway Aagotnes 17.00%
Hammerfest Næringsinvest AS Norway Hammerfest 32.26%
* NorSea Group Operations AS owns 50% of Maritime Waste Management AS, remaining 50% is owned by Coast Center Base AS. NorSea Group Operations AS owns 50% of Coast Center Base AS.
Total direct and indirect NorSea Group AS owns 75% of Maritime Waste Management AS.
** NorSea Eiendom Tananger AS owns 34% of Risavika Havn AS. NorSea Eiendom Tananger AS owns 42% of Risavika Eiendom AS which owns 21% of Risavika Havn AS.
Total direct and indirect NorSea Group AS owns 42.82% of Risavika Havn AS.
*** Polarbase Eiendom AS owns 25% of Strandparken Holding AS. Polarbase Eiendom AS owns 32.26% of Hammerfest Næringsinvest AS.
Hammerfest Næringsinvest AS owns 25% of Strandparken Holding AS. Total direct and indirect NorSea Group AS owns 33.07% of Strandparken Holding AS.
**** Vestbase Eiendom AS owns 50% of Mid-Nor Yard Services AS, remaining 50% is owned by Coast Center Base AS. NorSea Group Operations owns 50% of Coast Center Base AS.
Total direct and indirect NorSea Group AS owns 75% of Mid-Nor Yard Services AS.
***** NSG own 40% of Dusavik Utvikling AS. K2 owns 60% of Dusavik Utvikling. NorSea Eiendom dusavik owns 16.83% of K2.
****** NSG Operation 17%, CCB 51%.
******* NSG Operation 17%, CCB 18%, Logiteam 51%.
Investments in subsidiaries and associates are measured according to cost method in the financial statements.
In the consolidated accounts associated companies are measured according to the equity method.
Maritime services segment
Wilhelmsen Maritime Services AS, Norway
Wilhelmsen Wilhelmsen Ship

Wilhelmsen Insurance Services AS
Ships Service Management
Wilhelmsen Ships Wilhelmsen Ship

Service AS, Management
Norway Holding Ltd, Hong Kong
For group company list sorted by business areas see below list.
Business area Legal entity
Unless otherwise stated, the company is wholly-owned.

cont. Maritime services segment

Company name Country Ownership %
Wilhelmsen Maritime Services
Wilhelmsen Insurance Services AS Norway 100.00%
Wilhelmsen Ship Management

Wilhelmsen Ship Management Serviços Marítimos do Brasil Ltda Brazil 100.00%
Wilhelmsen Marine Personnel d.o.o. Croatia 100.00%
BWW LPG Limited Hong Kong 49.00%
Barklav (Hong Kong) Limited Hong Kong 50.00%
Wilhelmsen Marine Personnel (Hong Kong) Ltd Hong Kong 100.00%
Wilhelmsen Ship Management Holding Limited Hong Kong 100.00%
Wilhelmsen Ship Management Limited Hong Kong 100.00%
WSM Global Services Limited Hong Kong 100.00%
Wilhelmsen Ship Management (India) Private Limited India 100.00%
BWW LPG Sdn Bhd Malaysia 49.00%
Wilhelmsen Ship Management Sdn Bhd Malaysia 100.00%
Wilhelmsen Ship Management Services Sdn Bhd Malaysia 100.00%
Diana Wilhelmsen Management Limited Marshall Islands 50.00%
Unicorn Shipping Services Limited Mauritius 79.00%
Barber Moss Ship Management AS Norway 100.00%
Wilhelmsen Marine Personnel (Norway) AS Norway 100.00%
Wilhelmsen Ship Management (Norway) AS Norway 100.00%
OOPS (Panama) SA Panama 100.00%
Wilhelmsen-Smith Bell Manning Inc Philippines 50.00% *
Wilhelmsen Marine Personnel Sp z.o.o. Poland 100.00%
Wilhelmsen Ship Management Korea Ltd Republic of Korea 100.00%
Barklav SRL Romania 50.00%
Wilhelmsen Marine Personnel Novorossiysk Ltd Russia 100.00%
Wilhelmsen Ship Management Singapore Pte Ltd Singapore 100.00%
Wilhelmsen Marine Personnel (Ukraine) Ltd Ukraine 100.00%
Wilhelmsen Ship Management UK Limited United Kingdom 100.00%
Wilhelmsen Ship Management (USA) Inc United States 100.00%
Wilhelmsen Ships Service

Wilhelmsen Ships Service Algeria SPA Algeria 75.00%
Wilhelmsen Ships Service Argentina SA Argentina 100.00%
New Wave Maritime Services Pty Ltd Australia 100.00%
Wilhelmsen Ships Service Pty Limited Australia 100.00%
WLB Shipping Pty Ltd Australia 100.00%
WWHI Property Australia Pty Ltd Australia 100.00%
Almoayed Wilhelmsen Ltd Bahrain 50.00%
Wilhelmsen Ships Service NV Belgium 100.00%
Wilhelmsen Ships Service do Brasil Ltda Brazil 100.00%
Wilhelmsen Ships Service Ltd Bulgaria 100.00%
Wilhelmsen Ships Service Inc Canada 100.00%
Wilhelmsen Ships Service Agencia Maritima SA Chile 100.00%
Wilhelmsen Ships Service (Chile) S.A. Chile 100.00%
Wilhelmsen Huayang Ships Service (Beijing) Co Ltd China 50.00%
Wilhelmsen Huayang Ships Service (Shanghai) Co Ltd China 50.00%
Wilhelmsen Ships Service Co Ltd China 100.00%
Wilhelmsen Ships Service Colombia SAS Colombia 100.00%
Wilhelmsen Ships Service Cote d'Ivoire SARL Cote d'Ivoire 100.00%
Wilhelmsen Ships Service Cyprus Ltd Cyprus 100.00%
Wilhelmsen Ships Service A/S Denmark 100.00%
Wilhelmsen Ships Service Ecuador SA Ecuador 100.00%
Barwil Arabia Shipping Agencies SAE Egypt 35.00%
Barwil Egytrans Shipping Agencies SAE Egypt 70.00%
Scan Arabia Shipping Agencies SAE Egypt 70.00%
Wilhelmsen Ships Services LLC (Egypt) Egypt 100.00%


Wilhelmsen Ships Service Oy Ab Finland 100.00%
Auxiliaire Maritime SAS France 100.00%
Wilhelmsen Ships Service France SAS France 100.00%
Barwil Georgia Ltd Georgia 50.00%
Wilhelmsen Ships Service Georgia Ltd Georgia 50.00%
Barwil Agencies GmbH Germany 100.00%
Wilhelmsen Ships Service GmbH Germany 100.00%
Wilhelmsen Ships Service (Gibraltar) Limited Gibraltar 100.00%
Wiltrans (Gilbraltar) Limited Gibraltar 100.00%
Barwil Hellas Ltd Greece 60.00%
Uniref SA Greece 100.00%
Wilhelmsen Ships Service Hellas SA Greece 100.00%
Wilhelmsen Ships Service Limited Hong Kong 100.00%
Wilhelmsen Maritime Services Private Limited India 100.00%
Barwil For Maritime Services Co Ltd Iraq 100.00%
Iraqi-Norwegian Company For Marine Navigation and Maritime Services Ltd Iraq 100.00%
Wilhelmsen Ships Service SpA Italy 100.00%
Wilhelmsen Ships Service (Japan) Pte Ltd - Japan Branch Japan 100.00%
Wilhelmsen Ships Service Co Ltd Japan 100.00%
Wilhelmsen Ships Service Ltd Kenya 100.00%
Alghanim Barwil Shipping Co-Kutayaba Yusuf Ahmed & Partners WLL Kuwait 49.00%
Wilhelmsen Ships Services Lebanon S.A.L. Lebanon 49.00%
Wilhelmsen Freight & Logistics Sdn Bhd Malaysia 100.00%
Wilhelmsen IT Services Sdn Bhd Malaysia 100.00%
Wilhelmsen Ships Service Holdings Sdn Bhd Malaysia 100.00%
Wilhelmsen Ships Service Malaysia Sdn Bhd Malaysia 100.00%
Wilhelmsen Ships Service Trading Sdn Bhd Malaysia 100.00%
WSS Global Business Services Sdn Bhd Malaysia 100.00%
Wilhelmsen Ships Service Malta Limited Malta 100.00%
Unitor de Mexico, SA de CV Mexico 100.00%
Wilhelmsen Ships Service (Mozambique), Limitada Mozambique 100.00%
Wilhelmsen Ships Service (Myanmar) Limited Myanmar 100.00%
Wilhelmsen Ships Service BV Netherlands 100.00%
Unitor Ships Service NV Netherland Anthilles Netherlands Antilles 100.00%
Wilh. Wilhelmsen (New Zealand) Limited New Zealand 100.00%
Wilhelmsen Ships Service Limited New Zealand 100.00%
Barwil Agencies AS Norway 100.00%
Wilhelmsen Chemicals AS Norway 100.00%
Wilhelmsen IT Services AS Norway 100.00%
Wilhelmsen Ships Service AS Norway 100.00%
Wilhelmsen Towell Co LLC Oman 60.00%
Wilhelmsen Ships Service (Private) Limited Pakistan 49.00% *
Barwil Agencies SA Panama 100.00%
Intertransport Air Logistics SA Panama 100.00%
Lowill SA Panama 100.00%
Scan Cargo Services SA Panama 100.00%
Transcanal Agency SA Panama 100.00%
Wilhelmsen Ships Service SA Panama 100.00%
Wilhelmsen-Smith Bell (Subic) Inc Philippines 50.00%
Wilhelmsen-Smith Bell Shipping Inc Philippines 49.00% *
Wilhelmsen Ships Service Philippines Inc Philippines 100.00%
Wilhelmsen Ships Service Polska Sp z.o.o. Poland 100.00%
Wilhelmsen Business Service Center sp. Z.o.o. Poland 100.00%
Argomar-Navegcao e Transportes SA Portugal 100.00%
Wilhelmsen Ships Service Portugal, S.A Portugal 100.00%
Perez Torres Portugal Lda Portugal 50.00%
Wilhelmsen Ship Services Qatar Ltd Qatar 100.00%


Wilhelmsen Hyopwoon Ships Service Ltd Republic of Korea 50.00%
Wilhelmsen Ship Services Co Ltd Republic of Korea 100.00%
Barwil Star Agencies SRL Romania 100.00%
Wilhelmsen Ships Service OOO Russia 100.00%
Limited Liability Company "Wilhelmsen Marine Products" Russia 100.00%
Binzagr Barwil Maritime Transport Co Ltd Saudi Arabia 50.00%
Wilhelmsen Ships Service Senegal SUARL Senegal 100.00%
Unitor Cylinder Pte Ltd Singapore 100.00%
Wilhelmsen Ships Service (Japan) Pte Ltd Singapore 100.00%
Wilhelmsen Ships Service (S) Pte Ltd Singapore 100.00%
Wilhelmsen Global Husbandry Services Pte. Ltd. Singapore 100.00%
Timm Slovakia s.r.o Slovakia 100.00%
Barwil (South Africa) Pty Ltd South Africa 100.00%
Krew-Barwil (Pty) Ltd South Africa 49.00%
Wilhelmsen Ships Services (Pty) Ltd South Africa 100.00%
Wilhelmsen Ships Services South Africa (Pty) Ltd South Africa 70.00%
Wilhelmsen Ships Service Canarias SA Spain 100.00%
Wilhelmsen Ships Service Spain SA Spain 100.00%
Wilhelmsen Meridian Navigation Ltd Sri Lanka 40.00%
Ocean Shipping Co. Ltd. Sudan 80.00%
Alarbab For Shipping Co. Ltd Sudan 80.00%
Wilhelmsen Ships Service AB Sweden 100.00%
Wilhelmsen Ships Service Inc Taiwan 100.00%
Wilhelmsen Ship Services Ltd Tanzania 100.00%
Wilhelmsen Ships Service (Thailand) Ltd Thailand 51.00%
Wilhelmsen Denizcilik Hizmetleri Ltd Sirketi Turkey 100.00%
Wilhelmsen Lojistick Hizmetleri Ltd Sirketi Turkey 100.00%
Wilhelmsen Ships Service Ukraine Ltd Ukraine 100.00%
Barwil Abu Dhabi Ruwais LLC United Arab Emirates 50.00%
Barwil Dubai LLC United Arab Emirates 50.00%
Wilhelmsen Ship Services LLC United Arab Emirates 42.50%
Triangle Shipping Agencies LLC United Arab Emirates 50.00%
Wilhelmsen Ships Service AS (Dubai Branch) United Arab Emirates 100.00%
Wilhelmsen Maritime Services JAFZA United Arab Emirates 100.00%
Wilhelmsen Ships Service (LLC) United Arab Emirates 49.00% *
Wilhelmsen Ships Service Limited United Kingdom 100.00%
Wilhelmsen Ships Service Inc United States 100.00%
Unitor Holding Inc. United States 100.00%
Wilhelmsen Sunnytrans Co Ltd Vietnam 50.00%
International Shipping Co Ltd Yemen 55.00%
* Additional profit share agreement

wilhelmsen.com
Semway Photos by Hans Fredrik Asbjørnsen
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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2018 2017 2016 2015 2014

Equity USD mill 2 017 2 188 2 492 2 206 2 329

Total assets USD mill 3 079 3 273 4 695 4 686 4 839

KEY FINANCIAL FIGURES

KEY FIGURES PER SHARE

Positive development in Logistics support to NATO Entering offshore wind

9 500 75 000 1 000 000

370 50% 217 000

The oceans are our

4 Established world’s first autonomous shipping company with partners

More Ethics and anti-corruption

Emissions Cyber security and data protection

Diversity and inclusion Innovation

Waste & recycling Competence development

Less Importance to Wilhelmsen More

2019 1 Improve identification

Health and competence in

Content 08 Group CEO’s statement

30 Accounts and notes

32 Wilh. Wilhelmsen Holding ASA group

84 Wilh. Wilhelmsen Holding ASA parent company

105 Auditor’s report

110 Responsibility statement

112 Corporate governance

122 Corporate structure

Wilh. Wilhelmsen Holding ASA Annual Report 2018 7

The new business currency

10 Wilh. Wilhelmsen Holding ASA Annual Report 2018

Thomas Wilhelmsen, group CEO

Wilh. Wilhelmsen Holding ASA Annual Report 2018 11

14 Wilh. Wilhelmsen Holding ASA Annual Report 2018

The board believes sound corporate Adjusted 57

Wilh. Wilhelmsen Holding ASA Annual Report 2018 15

Cash flow, liquidity and debt

16 Wilh. Wilhelmsen Holding ASA Annual Report 2018

Wilh. Wilhelmsen Holding ASA Annual Report 2018 17

18 Wilh. Wilhelmsen Holding ASA Annual Report 2018

Wilh. Wilhelmsen Holding ASA Annual Report 2018 19

Financial investments to be aware of the current environment in

20 Wilh. Wilhelmsen Holding ASA Annual Report 2018

The oil price also went upwards during most of Turnover

Wilh. Wilhelmsen Holding ASA Annual Report 2018 21

Safety observation reporting onshore improved Driving performance

22 Wilh. Wilhelmsen Holding ASA Annual Report 2018

Developing leaders for the future UN Global Compact (UNGC) engagement

Corporate governance Materiality assessment

Wilh. Wilhelmsen Holding ASA Annual Report 2018 23

areas in 2019: • ethics and anti-corruption, Responsible procurement:

Significant changes to sustainability Cyber security:

24 Wilh. Wilhelmsen Holding ASA Annual Report 2018

Dividend The targeted acquisition of Drew Marine did Outlook

Wilh. Wilhelmsen Holding ASA Annual Report 2018 25

26 Wilh. Wilhelmsen Holding ASA Annual Report 2018

Wilh. Wilhelmsen Holding ASA Annual Report 2018 27

Lysaker, 14 March 2019

Diderik Schnitler Trond Ø. Westlie Carl Erik Steen

Irene Waage Basili Cathrine Løvenskiold Wilhelmsen Thomas Wilhelmsen