Annual report
2022
Enable. Enhance. Simplify.
Definition
(1) Net cash flow from operating activities
(2) Cash, bank deposits and current financial investments
(3) Current assets divided by current liabilities
(4) Equity in percent of total assets
(5) Profit after tax divided by average equity
(6) Profit for the period after non-controlling interests, divided by average number of shares
Earnings per share taking into consideration the number of shares reduced for own shares
(7) Operating profit for the period adjusted for depreciation and impairments of assets, divided by average number of shares outstanding
2022 2021 2020 2019 2018
INCOME STATEMENT
Total income USD mill 958 874 812 850 871
Operating profit before amortisation and impairment (EBITDA) USD mill 153 141 138 149 78
Operating profit USD mill 83 73 60 78 36
Profit/(loss) before tax USD mill 306 66 205 144 (86)
Net profit/(loss) USD mill 293 53 178 130 (75)
Net profit/(loss) after non-controlling interests USD mill 282 72 117 114 (69)
BALANCE SHEET
Non current assets USD mill 2 898 2 702 2 736 2 638 2 467
Current assets USD mill 730 746 751 655 612
Equity USD mill 2 355 2 230 2 265 2 082 2 017
Interest-bearing debt USD mill 654 642 657 675 533
Total assets USD mill 3 628 3 448 3 488 3 293 3 079
KEY FINANCIAL FIGURES
Cash flow from operation (1) USD mill 64 122 194 98 62
Liquid funds at 31 December (2) USD mill 267 366 393 255 227
Liquidy ratio (3) 1.1 0.9 1.3 1.2 1.1
Equity ratio (4) % 65% 65% 65% 63% 66%
YIELD
Return on equity (5) % 13% 4% 6% 6% -4%
KEY FIGURES PER SHARE
Earnings per share (6) USD 6.63 1.63 2.63 2.46 (1.48)
Operating profit before amortisation and impairment (EBITDA) per share (7) USD 3.42 3.16 3.10 3.24 1.68
Average number of shares outstanding Thousand 44 580 44 580 44 580 45 948 46 404
Dividend per share paid during the year NOK 7.00 8.00 2.00 5.00 5.50
Key figures – consolidated
accounts
2022 2021 2020 2019 2018
Total income
(USD mill)
Operating profit
(USD mill)
Net profit
(USD mill)
Net profit after non-controlling
interest (USD mill)
958
83
293
282
72
117
114
-69
53
178
130
-75
73
78
36
60
874
850
871
812
Group — Key figures Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 2
Wilhelmsen in brief – our vision
is to shape the maritime industry
OUR STRATEGIC ESG TOPICS
Strategic topics Strategic ambition
Decarbonisation and green growth Shape the maritime industry’s transition towards net zero emissions and capitalize on green growth.
Health and safety Have an engaging and safe workplace with no harm to people.
Equality and diversity Have a culture where each employee is valued for their contribution.
Compliance and value chain management Be a responsible, trusted and compliant value chain partner.
Share of total income
Year 2022
Share of total income
Year 2022
Share of total income
Year 2022
Share of total assets
As per 31.12.2022
Share of total assets
As per 31.12.2022
Share of total assets
As per 31.12.2022
65%
54%
34%
1%
25% 22%
Direct or indirect ownership in brackets when not fully owned.
MARITIME SERVICES NEW ENERGY STRATEGIC HOLDINGS AND INVESTMENTS
Our ambition is to be the leading
provider of products and services for the
global merchant fleet – driving sustainable
transformation of our industry.
Our ambition is to drive energy
infrastructure transformation and
maritime decarbonisation.
Our ambition is to achieve capital growth
through our global footprint, legacy holdings
and leading industrial partnerships.
• Wallenius Wilhelmsen ASA (37.9%)
• Treasure ASA (77.0%)
– Hyundai Glovis (11.0%)
• WilNor Governmental Services (99.5%)
• Financial investments
• Holding activities
• NorSea Group (99.0%)
• NorSea Wind (99.5%)
• Edda Wind ASA (25.7%)
• Topeka
• Massterly (50%)
• Raa Labs
• Dolittle (46%)
• Ivaldi (10%)
• Loke Marine Minerals (18%)
• Reach Subsea ASA (20.4%)
• Wilhelmsen Maritime Services AS
• Wilhelmsen Ships Service
• Wilhelmsen Port Services
• Wilhelmsen Ship Management
• Wilhelmsen Chemicals
• Wilhelmsen Insurance Services
• Global Business Services
Group — Key figures Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 3
Content
Strength in-depth
The Wilhelmsen group’s ambition is to
develop companies within maritime services,
shipping, logistics, renewables, and related
infrastructure through active ownership.
Wilhelmsen has 247 offices in 58 countries,
with 10 868 seafarers and 5 031 land-based
employees as of the end of 2022.
Content Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 4
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1 – Group CEO’s statement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Making headway ...............................................................................................
2 – Directors’ report .......................................................................................
Main development and strategic direction ...............................................
Financial results ................................................................................................
Maritime Services ............................................................................................
New Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Strategic Holdings and Investments
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk review
..........................................................................................................
Health, safety and working environment ...................................................
Organisation and people development .....................................................
Human rights .....................................................................................................
Environment .......................................................................................................
Corporate governance ...................................................................................
Sustainability .....................................................................................................
Directors and Officers Liability Insurance .................................................
Allocation of profit, dividend and share buy back ..................................
Outlook ................................................................................................................
3 – Accounts and notes – group ................................................................
Wilh. Wilhelmsen Holding ASA group .........................................................
Income statement ............................................................................................
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance sheet ....................................................................................................
Cash flow statement .......................................................................................
Equity ...................................................................................................................
General accounting principle ........................................................................
Notes ...................................................................................................................
4 – Accounts and notes – parent company ...........................................
Wilh. Wilhelmsen Holding ASA parent company .....................................
Income statement ............................................................................................
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance sheet ....................................................................................................
Cash flow statement .......................................................................................
Equity ...................................................................................................................
Notes ...................................................................................................................
Auditor’s report .................................................................................................
Responsibility statement ...............................................................................
5 – Corporate structure ................................................................................
Wilh. Wilhelmsen Holding group main structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Strategic Holdings and Investments segment ........................................
Maritime Services segment ..........................................................................
New Energy segment ......................................................................................
Content Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 5
Group — Group CEO’s statement Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 6
Group
CEO’s
statement
1
Group — Group CEO’s statement Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 7
Making headway
Price adjustments across our product and services portfolio to
reflect increases in raw material and freight costs, and positive
salary revisions across our organisation to lessen the impact of
rising inflation were two obvious responses to external factors.
But there is no more telling example of the unique and diverse
challenges of the year than our fair and honest withdrawal
from Russia.
STAYING ON COURSE
Despite the clear challenges, 2022 has been a positive year of
heightened activity, renewed optimism, and growing ambition
for the Wilhelmsen group. We continue to live our values, and
some might say stubbornly stick to our course. Building for the
future we remain focused on shaping our industry and long-
term value creation.
As the preferred partner for forward leaning owners
and operators, and as a key provider of essential energy
infrastructure and solutions supporting energy transition, the
Wilhelmsen group has benefitted from the upswing across
the maritime, offshore and renewables segments. An obvious
example is the very strong demand in the ro-ro market that
has brought Wallenius Wilhelmsen success. Their success
is a notable positive, as it is one of the Wilhelmsen group’s
cornerstone, strategic investments.
Shipping though, as the much used saying goes, is a ‘cyclical
industry’. I am confident that even the most positive of us
can acknowledge that the external factors which have come
together to deliver record rates in certain segments cannot,
and will not, last forever. It is why we continue to invest in
our future and further build our Maritime Services portfolio
through products and service innovation, partnerships, and
complementary bolt-on acquisitions.
Expanding the scope and scale of our offering to customers,
and integrating additional specialist competencies, in 2022 we
added specialized cargo hold cleaning company Stromme to
the Ships Service portfolio. We also acquired a majority stake
in Hamburg-based Ahrenkiel Tankers, to further strengthen
Ship Management’s position in the tanker segment. At the turn
of the year, a second cargo hold cleaning specialist, Navadan
was acquired. The acquisition of Vopak Agencies, the specialist
hub and port agency provider to the tanker market, was also
finalised at the beginning of 2023, supporting Port Services’
growth strategy.
NEW AND OLD ENERGY IN THE SPOTLIGHT
Both the Norwegian oil and gas sector and the European
offshore wind industry benefitted from significant short-term
investment, and renewed long-term interest, in 2022. This was
driven unsurprisingly by a stronger focus on EU energy security
in response to Russia’s invasion of Ukraine. As an example,
operational and logistics spending on the entire Norwegian
continental shelf alone was up 60% in 2022. While investments
and ambitions towards the offshore wind sector continue to
grow year over year, 2022 saw a 70% growth in targets for 2030
across Europe.
As a key supply chain partner to the current energy industry,
and as an important enabler for its future transition, NorSea’s
year was one of high activity, successful contract renewals
and forging new partnerships focusing on supporting the
energy shift. A Wilhelmsen company since 2012, NorSea is a
key foundation of our New Energy segment. Many promising
scalable initiatives such as hydrogen production, carbon
capture, and offshore wind park development are rooted in the
company. In 2022, we demonstrated our continued belief in
the competence and values of the company and its importance
2022 proved to be a uniquely challenging year, shaped by
external macroeconomic shifts, political fractures, and conflict.
The much-anticipated post-pandemic lift was almost immediately
tempered by increasing inflation and recession risk, further
tensions in international relations and an escalating energy and
climate crisis. All of which impacted the Wilhelmsen group, our
businesses, colleagues, partners, and stakeholders.
Group — Group CEO’s statement Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 8
to our long-term strategy by exercising the option to increase
Wilhelmsen’s shareholding in NorSea from 75% to 99%.
TARGETS AND TRANSPARENCY
In parallel with investing directly in business growth through
M&A and investment activities, we continued to devote
considerable time, effort, and resources towards our clear
environmental, social and governance targets.
For example, we established an ESG index to measure our group
companies’ progress against annual targets, implemented a new
ESG reporting system to enable more robust GHG emissions
reporting, and had our 2022 GHG emissions 3rd party verified for
the first time. They are in my opinion genuine milestones. They
may not be headline grabbing on face value, but they are critical
for us to work systematically towards our first key climate goal,
net zero by 2030 from our own operations, which we are well
on our way to achieving. In addition, this year we will increase
transparency on our ESG performance, starting in the first
quarter of 2023, where we will include detailed ESG data within
our published quarterly results, a clear signal of our intentions.
We believe the companies which commit to accurate, in-depth
ESG reporting and realistic targeting, which in turn drives
tangible systematic action, will set themselves apart in the
eyes of their employees, customers, stakeholders, the talent of
tomorrow and society in general.
In a time when many companies are questioning their relevance
and vision for the future, together we are crystal clear in ours.
Achieving the right results, the right way and supporting an
equal, diverse, inclusive, and attractive workplace for all of us in
Wilhelmsen, we aspire to be the very best in class and to Shape
the Maritime Industry for the future.
Thomas Wilhelmsen,
group CEO
Group — Group CEO’s statement Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 9
Directors’
report
2
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 10
Further improving
gender equality
The group’s target is to have at least 40% of
each gender in senior management positions
by 2030. In 2022, several initiatives related to
working arrangements, succession management,
and awareness building were conducted to
progress the group’s target.
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 11
MAIN DEVELOPMENT AND STRATEGIC DIRECTION
The Wilh. Wilhelmsen Holding group (Wilhelmsen or group)
is an industrial holding company within the maritime
industry. The group’s activities are carried out through fully
and partly owned entities, most of which are among the
market leaders within their segments. Wilhelmsen’s ambition
is to develop companies within maritime services, shipping,
logistics, renewables, and related infrastructure through
active ownership.
The vision is to be a shaper of the maritime industry. In 2022,
Wilhelmsen expanded the Maritime Services’ service offering
and made further investments within New Energy. Wilhelmsen
also continued to deliver return to its shareholders, with an
increase in operating result, net profit, and shareholder return
for the year.
2022 was marked by the Russian invasion of Ukraine, and the
subsequent war between the two countries. Rising inflation and
interest rates impacted the global economy, the life of ordinary
people, and companies. While the pandemic came to an end in
most parts of the world, climate change, geopolitical tension,
commodity shortages, and supply chain issues remain as global
challenges. In this business environment, the Wilhelmsen
operating companies continued to both perform and develop.
The board would like to thank all employees for their efforts
and contributions, ensuring that Wilhelmsen continue being a
shaper of the maritime industry.
In 2021, Wilhelmsen re-designed the portfolio of activities and
business units to intensify the growth of maritime service and
increase the focus on renewable energy and decarbonisation.
This included organising the group around three distinct
business segments:
• Maritime Services
• New Energy
• Strategic Holdings and Investments
In 2022, all three business segments had a positive
development.
Maritime Services provides essential products and services
to the global merchant fleet, focusing on the three business
units Ships Service, Port Services, and Ship Management. In
2022, Wilhelmsen expanded its Maritime Services’ offering and
footprint through bolt on acquisitions spanning all the three
business units. Together with organic growth, this delivered an
increase in both total income and EBITDA for the year.
New Energy builds on the existing infrastructure and
competence serving the offshore and maritime industries to
create an ecosystem supporting energy transition. In 2022,
Wilhelmsen increased its shareholding in NorSea to 99%,
invested in new port facilities, and reached new milestones
building the New Energy platform within renewables and
future shipping solutions. Total income and EBITDA for New
Energy were up for the year, supported by sales gains.
The two main assets of the Strategic Holdings and Investments
segment are the shareholding in Wallenius Wilhelmsen ASA
and the shareholding in Hyundai Glovis, owned through
Treasure ASA. Wallenius Wilhelmsen ASA continued the
positive development throughout 2022, supported by a strong
shipping market. This lifted both net profit and market value to
its highest level since the merger in 2017. Hyundai Glovis also
continued to deliver positive results and increased dividend,
but market value was down for the year.
The Wilhelmsen group equity base remains strong. In 2022,
total equity increased with 5% to USD 2.3 billion, and the equity
ratio based on book values was stable at 65%.
Liquidity was down for the year but remained comfortable.
Cash and cash equivalents totalled USD 163 million by the end
of the year, with total liquidity increasing to USD 880 million if
Directors’ report for 2022
Wilh. Wilhelmsen Holding ASA
HIGHLIGHTS 2022
• Increased total income and operating profit.
• Delivered 35% shareholder return, including dividend.
• Expanded the Maritime Services’ footprint.
• Continued building the New Energy platform.
• Strong performance in Wallenius Wilhelmsen ASA.
• Refinanced group companies.
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 12
including all financial assets. The main loan facilities in Maritime Services and
New Energy were both refinanced in 2022 for a period of five years.
Wilhelmsen’s goal is to provide shareholders with a high return over time
through a combination of rising value for the company’s shares and payment of
dividend. Supporting the alignment of the senior executives’ and shareholders’
long-term interests, the long-term incentive scheme for senior executives is
based on an increase in value adjusted equity above certain thresholds and
other long term strategic targets. To further strengthen the alignment with
shareholders, new measures are being introduced related to Wilhelmsen shares
owned by senior executives and board members.
The Wilhelmsen share price had a strong development in 2022, outperforming
the general equity market and being the fourth consecutive year with positive
return. In 2022, total weighted return including share price development and
paid dividend was 35.5%, based on a total return of 35.7% for the WWI share and
a total return of 34.5% for the WWIB share. Wilhelmsen has an objective of
consistent yearly dividend paid twice annually. In 2022, a first dividend of NOK
4.00 per share was paid in May, and a second dividend of NOK 3.00 per share was
paid in November. For 2023, the board is proposing a first dividend of NOK 6.00
per share payable in the second quarter, and that the Annual General Meeting
authorises the board to declare a second dividend of up to NOK 4.00 per share.
The board believes sound corporate governance is the foundation for profitable
growth and a healthy company culture. Good governance contributes
to reduced risk and creates value over time for shareholders and other
stakeholders. The board is committed to a sustainable strategy which is a
vital prerequisite for Wilhelmsen to be a profitable and responsible player in
the industry and society. In 2022, greenhouse gas emissions, human rights,
ethics and anti-corruption, health, safety and wellness, equality, diversity
and inclusion, supplier management, and green growth and decarbonisation
received particular attention.
In 2023, Wilhelmsen will continue to develop the group to the benefit of
customers, shareholders, and the wider society, building on a more than 160-
year history of shaping the maritime industry.
FINANCIAL RESULTS
Income statement
THE BOARD OF WILH. WILHELMSEN HOLDING ASA
Carl E Steen (chair)
Morten Borge
Rebekka Glasser Herlofsen
Ulrika Laurin
Trond Westlie
WILHELMSEN GROUP (USD MILL) 2022 2021
Total income
of which operating revenue
of which other income
958
943
15
874
873
2
EBITDA
Operating profit/EBIT
153
83
141
73
Share of profit/(loss) from associates
Change in fair value financial assets
Other financial income/(expenses)
296
(50)
(23)
101
(107)
(1)
Profit before tax/EBT
Tax income/(expenses)
306
(13)
66
(13)
Profit for the period
Profit to equity holders of the company
293
296
53
72
EPS (USD) 6.63 1.63
Other comprehensive income
Total comprehensive income
Total comprehensive income to equity holders of the company
(64)
229
240
(35)
17
41
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 13
Total income for Wilhelmsen was USD 958 million in 2022, up
10% from 2021. Income was up for both Maritime Services and
New Energy.
Group EBITDA came in at USD 153 million for the year, up 8%.
EBITDA was up for both Maritime Services and New Energy.
Share of profit from associates was USD 296 million for the year,
up from USD 101 million one year earlier. The improvement was
due to the strong performance of Wallenius Wilhelmsen ASA.
Change in fair value financial assets was negative with USD
50 million for the year. This followed lower value of the
investment in Hyundai Glovis.
Other financials were a net expense of USD 23 million in 2022,
with dividend and other financial income offset by interest
expenses and a net currency loss.
Tax was included with an expense of USD 13 million, mainly
related to Maritime Services.
Net profit to equity holders of the company was USD 296
million in 2022, up from USD 72 million in 2021.
Other comprehensive income was negative with USD 64
million, resulting in a total comprehensive income to equity
holders of the company of USD 240 million for the year.
Total assets and equity
Total assets were USD 3 628 million by the end of 2022, up 5%
for the year. The largest increase was for the strategic holding
in Wallenius Wilhelmsen ASA. Total equity was up 6% for the
year, resulting in a stable equity ratio of 65%.
Cash flow, liquidity, and debt
The group had cash and cash equivalents of USD 163 million by
the end 2022, down from USD 231 million by the end of 2021.
Cash flow from operating activities was USD 64 million in 2022.
This compares with a net EBITDA and tax expense of USD
139 million, with the difference primarily due to build up of
working capital in Maritime Services.
Cash flow from investing activities was USD 6 million, with
investments in the New Energy segment partly covered through
proceeds from financial assets in the Strategic Holdings and
Investments segment.
Cash flow from financing activities was negative with USD 138
million in 2022. This included a USD 53 million cash outflow
from
acquiring 24% of the remaining 25% non-controlling interest in
NorSea, dividend payments, and normal financial cost.
In June, Maritime Services was refinanced securing a USD 300
million revolving credit facility over five years.
In November, NorSea was refinanced securing new facilities
over 5 years totalling NOK 3 400 million (USD 340 million).
By the end of 2022, the group had liquid financial assets of
USD 880 million. In addition to cash and cash equivalents,
this included current financial investments and non-current
financial assets reported as financial assets to fair value.
The parent company carries out active financial asset
management of part of the group’s liquidity. The current
financial investment portfolio includes listed equities and
investment grade bonds. The value of the portfolio amounted
to USD 104 million at the end of 2022.
The group’s investments classified as financial assets to fair
value had a combined value of USD 613 million by the end of
the year. The largest investment was the 11% shareholding
in Hyundai Glovis held by Treasure ASA, valued at USD
538 million.
The main group companies fund their investments and
operations on a standalone basis, with no recourse to the parent
company. The primary funding source is the commercial bank
loan market.
CASH FLOW (USD MILL) 2022 2021
Cash and cash equivalents at 01.01 231 269
From operating activities
of which Maritime Services
of which New Energy
other operating
64
31
45
(12)
122
77
63
(18)
From investing activities 6 (53)
From financing activities
of which dividend and buy back parent
of which net debt repayment (including leasing)
other financing
(138)
(33)
(9)
(96)
(106)
(42)
(31)
(33)
Net cash flow (68) (37)
Cash and cash equivalents at 31.12 163 231
LIQUID ASSETS (USD MILL) 2022 2021
Cash and cash equivalents
of which Maritime Services
of which New Energy
of which Strategic Holdings and Investments
Current financial investments
Financial assets to fair value
of which Hyundai Glovis
of which other financial assets
163
131
8
24
104
613
538
75
231
174
7
50
135
688
583
105
Total 880 1 054
INTEREST-BEARING DEBT (INCLUDING LEASING) (USD MILL)
2022 2021
Maritime Services
New Energy
Strategic Holdings and Investments
Elimination
227
375
62
(11)
232
349
62
0
Total 654 642
TOTAL ASSETS AND EQUITY (USD MILL) 2022 2021
Maritime Services
New Energy
Strategic Holdings and Investments
Elimination
901
797
1 960
(29)
878
765
1 828
(23)
Total assets 3 628 3 448
Shareholders’ equity
Total equity
2 212
2 355
2 009
2 230
Equity ratio 65% 65%
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 14
Tax was an expense of USD 16 million.
Profit to equity holders of the company was USD 27 million in
2022, down from USD 38 million the previous year.
Ships Service
Wilhelmsen Ships Service offers a portfolio of maritime solutions
to the merchant fleet.
Total income from Ships Service was USD 394 million in
2022, up 15% from the previous year. Income was lifted both
by higher volumes and by higher sales prices. Demand for
refrigerants and chemicals were up from last year, supported by
higher cruise activities. The higher sales prices mainly reflected
higher product and freight cost, which has been gradually
passed on to the customer.
In June, Wilhelmsen entered into an agreement with Seven
Seas to acquire 100% of their subsidiary Stromme. Stromme
is a specialised cargo hold cleaning company in the marine
industry with offices in Oslo, Hamburg and Singapore.
The acquisition was completed in September.
Port Services
Wilhelmsen Port Services provides full agency, husbandry, and
protective agency services to the merchant fleet.
Total income from Port Services was 136 million in 2022, up 8%.
The increase was partly due to a generally higher activity level
and partly due to increased demand for additional husbandry
services. Cruise activity remained behind pre-pandemic levels
mainly due to low activity in Asia.
In October, Wilhelmsen entered into an agreement to acquire
Vopak Agencies, a leading provider of hub services and port
agency within the tanker segments in Europe. The acquisition
was completed in December.
Ship Management
Wilhelmsen Ship Management provides full technical manage
-
ment, crewing, and related services for all major vessel types.
Total income for Ship Management was USD 68 million in 2022,
up 25% from 2021. The increase partly reflected the full year
effect of a 2021 vessel management contract reported on a gross
value basis. Project related activities was up, while number of
vessels under management trended down before picking up
towards the end of the year.
In January, Wilhelmsen strengthened its position in the
tanker market through an agreement to acquire a majority
stake in Hamburg-based ship management company
Ahrenkiel Tankers.
By end of 2022, the group’s total interest-bearing debt including
lease liabilities was USD 654 million. Debt was up in New
Energy, mainly related to the increased ownership of Vikan
Næringspark Invest AS and the consolidation of the debt in
the company. This was partly offset by the FX effect from
converting NOK debt into USD.
Going concern assumption
Pursuant to section 3-3a and section 4-5 of the Norwegian
Accounting Act, it is confirmed that the annual accounts have
been prepared under the assumption that the enterprise is a
going concern and that the conditions are present.
MARITIME SERVICES
This includes Ships Service, Port Services, Ship Management,
and other business units and activities reported under the
Maritime Services segment.
Total income for Maritime Services was USD 628 million
in 2022, up 13% from 2021. Income was up for all main
business units.
EBITDA for the year was USD 94 million, up 5 % from the
previous year. The increase was supported by higher income
and a strong USD but held back by higher freight and other
cost. EBITDA was up for all main business units. The Maritime
Services’ EBITDA margin was 15% in 2022, down from 16%.
Operating result was down for the year due to a USD 13 million
impairment of goodwill, reported in the fourth quarter. The
goodwill originated from the acquisition in 2017 of Kemetyl’s
sales and marketing activities for consumer products
in Norway.
Share of profit from associates was USD 7 million. This was up
from USD 5 million due to increased contribution from Ship
Management.
Other financial items for Maritime Services amounted to an
expense of USD 20 million, including a USD 12 million loss on
currency and financial instruments.
MARITIME SERVICES (USD MILL) 2022 2021
Total income
of which Ships Service
of which Port Services
of which Ship Management
other/eliminations
628
394
136
68
29
557
344
126
55
32
EBITDA
EBITDA margin (%)
94
15%
89
16%
Operating profit/EBIT
EBIT margin (%)
57
9%
62
11%
Share of profit from associates
Other financial income/(expenses)
Tax income/(expense)
7
20
(16)
5
(19)
(10)
Profit
Profit margin (%)
28
4%
38
7%
Non controlling interest
Profit to equity holders of the company
1
27
0
38
MARITIME SERVICES
• Wilhelmsen Maritime Services AS
• Wilhelmsen Ships Service
• Wilhelmsen Port Services
• Wilhelmsen Ship Management
• Wilhelmsen Chemicals
• Wilhelmsen Insurance Services
• Global Business Services
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 15
Other business units and activities
This includes Wilhelmsen Chemicals, Wilhelmsen Insurance
Services, Global Business Services, and certain other activities
reported under the Maritime Services segment.
Income from other business units and activities (including
eliminations) was USD 29 million in 2022. Income from
Wilhelmsen Chemicals was stable in local currency, but down
when converting into USD. Income was up for Insurance Services.
NEW ENERGY
This includes NorSea, Edda Wind ASA, and other business units
and activities reported under the New Energy segment.
Total income for New Energy was USD 333 million in 2022, up 8%
from 2021. Income was supported by higher operating revenue
and sales gains, but negatively impacted by the appreciation of
USD versus NOK and other European currencies.
EBITDA came in at USD 75 million, up 25%. The EBITDA margin
was 22%. EBITDA was lifted by the increase in operating result
and sales gain, but negatively impacted by a reclassification of
cost due to the full consolidation of Vikan Næringspark Invest
and a reallocation of corporate cost to the New Energy segment.
Adjusting for these effects, EBITDA was stable.
Share of profit from associates was USD 8 million, down from
USD 10 million last year.
Net financial items were an expense of USD 14 million, and tax
was an expense of USD 2 million.
Profit to equity holders of the company was USD 31 million for
the year, up from USD 8 million in 2021.
NorSea Group AS
NorSea provides supply bases and integrated logistics solutions
to the offshore industry. Wilhelmsen owns 99.0% of NorSea.
Total income for NorSea was USD 292 million in 2022, up 8%
from 2021.
Operating revenue was supported by a strong increase in
activities in Denmark and a generally high activity level in most
other operations. The increase in operating revenue measured
in local currencies was offset by the FX effect from converting
revenue from local currencies into a stronger USD.
Sales gains in NorSea totalled USD 23 million in 2022, mainly
related to the investment in Vikan Næringspark Invest AS and
the sale of NorSea Fighter.
Share of profit from joint ventures and associates in NorSea was
USD 7 million.
In March, NorSea bought the remaining 50% of the shares in
Vikan Næringspark Invest AS, increasing ownership to 100%.
This resulted in a USD 17 million non-cash step up gain from
the change in accounting from associate to subsidiary of the
originally held 50% ownership.
On 31 May, Wilhelmsen increased the shareholding in NorSea to
99%, acquiring an additional 24% at a set option price of NOK
500 million. The remaining 1% is held by NorSea management.
In December, NorSea sold the supply vessel NorSea Fighter
with a sales gain of USD 6 million. This was the only vessel
owned by NorSea.
Edda Wind ASA
Edda Wind ASA provides services to the global offshore
wind industry and is listed on Oslo Børs. Wilhelmsen owns
25.7% of the company, which is reported as associate in
Wilhelmsen’s accounts.
Share of profit from Edda Wind ASA was included with
nil in 2022.
The book value of the 25.7% shareholding in Edda Wind ASA
was USD 53 million at the end of year, down from USD 57 mil
-
lion one year earlier.
Other business units and activities
This includes NorSea Wind (owned 50% by NorSea and 50%
by Wilhelmsen Ship Management), Reach Subsea ASA (owned
20.4%), Raa Labs AS, Massterly AS (owned 50%), Dolittle AS
(owned 46%) and certain other activities reported under the
New Energy segment.
Total income from other New Energy activities were USD 41
million in 2022, mainly from NorSea Wind. This was up 1%
from 2021. NorSea Wind lost the tender for renewal of its main
contract at the tail end of the year, and the legal entity is now in
a winding down process.
In February, Wilhelmsen New Energy AS entered into an
agreement to acquire 21% of Reach Subsea ASA, a subsea
service provider listed on Oslo Børs. The transaction was
completed in March. Reach Subsea ASA is reported as associate
NEW ENERGY (USD MILL) 2022 2021
Total income
of which NorSea Group
other/eliminations
333
292
41
310
270
40
EBITDA
EBITDA margin (%)
75
22%
60
19%
Operating profit/EBIT
EBIT margin (%)
46
14%
24
8%
Share of profit from associates
Financial income/(expenses)
Tax income/(expense)
8
(14)
(2)
10
(18)
(3)
Profit
Profit margin (%)
38
11%
14
5%
Non controlling interest
Profit to equity holders of the company
7
31
7
8
NEW ENERGY
• Wilhelmsen New Energy AS
• NorSea Group (owned 99.0%)
• NorSea Wind
• Edda Wind ASA (owned 25.7%)
• Reach Subsea ASA (owned 20.4%)
• Topeka
• Massterly (owned 50%)
• RaaLabs
• Dolittle (owned 46%)
• Ivaldi (owned 10%)
• Loke Marine Minerals (owned 18%)
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 16
in Wilhelmsen’s account. Share of profit was USD 2 million
in 2022, and the book value was USD 17 million at the end of
the year.
STRATEGIC HOLDINGS AND INVESTMENTS
This includes the strategic holdings in Wallenius Wilhelmsen ASA
and Treasure ASA, other financial and non-financial investments,
and other business units and activities reported under the
Strategic Holdings and Investments segment.
Total income for the Strategic Holdings and Investments
segment was USD 10 million in 2022, while EBITDA came in
at a loss of USD 16 million. The year includes a USD 7 million
expense related to a fraud case. The fraud case is subject to
criminal procedures in four jurisdictions. Adjusting for the
fraud case, both total income and EBITDA were unchanged
from one year earlier.
Share of profit from associates was a gain of USD 281 million,
mainly related to the 37.9% ownership in Wallenius
Wilhelmsen ASA.
Change in fair value financial assets was a loss of USD 52 million.
This followed a reduction in the value of the investment in
Hyundai Glovis and other investments.
Other financials were an income of USD 13 million, mainly
dividend income.
Tax was an income of USD 4 million.
Profit to equity holders of the company was USD 237 million for
the year, compared with a profit of USD 27 million in 2021.
Wallenius Wilhelmsen ASA
Wallenius Wilhelmsen ASA is a market leader in RoRo shipping
and vehicle logistics and is listed on Oslo Børs. Wilhelmsen
owns 37.9% of the company, which is reported as associate in
Wilhelmsen’s accounts.
Wallenius Wilhelmsen ASA had total revenue of USD 5 045
million in 2022, an increase of 30%. Revenue was lifted by
increased volumes in all business segments and a strong
increase in net rates and fuel surcharges within shipping.
EBITDA ended at USD 1 548 million, up 87%.
Wilhelmsen’s share of profit from Wallenius Wilhelmsen ASA
was USD 281 million in 2022, up from USD 85 million in 2021.
On 26 August, Wilhelmsen bough 210 000 shares in Wallenius
Wilhelmsen ASA for USD 1 million. The transaction increased
the Wilhelmsen shareholding in Wallenius Wilhelmsen ASA to
160 210 000 shares, representing 37.9% of total shares.
The Wallenius Wilhelmsen ASA share price was up 91.8% in
2022, closing at NOK 97.05. As of 31 December 2022, the market
value of Wilhelmsen’s investment was USD 1 577 million, while
the book value of the shareholding was USD 1 146 million.
In 2022, Wallenius Wilhelmsen ASA paid total dividend of
USD 0.15 per share. Total cash proceeds to Wilhelmsen were
USD 24 million.
Treasure ASA
Treasure ASA holds a 11.0% ownership interest in Hyundai
Glovis and is listed on Oslo Børs. Wilhelmsen owns 77.0% of
Treasure ASA.
Treasure ASA’s main source of income is the dividend received
from Hyundai Glovis. This is reported as financial income
in Wilhelmsen’s accounts. Dividend received in 2022 was
USD 13 million. This was unchanged from one year earlier,
with an increase in dividend in KRW offset by FX effect when
measured in USD.
Change in fair value of the shareholding in Hyundai Glovis
was a loss of USD 46 million for the year. The value of the
investment in Hyundai Glovis was USD 538 million at the
end of 2022.
On 21 June, Treasure ASA completed the liquidation of
6 000 000 own shares, reducing the number of issued shares
from 213 835 000 to 207 835 000. Wilhelmsen owns 160 million
shares in Treasure ASA, representing 77.0% of issued shares.
On 8 September, Treasure ASA announced buy back of
2 594 566 own shares out of a total of 207 835 000 shares issued.
Wilhelmsen did not sell any shares, maintaining its holding of
160 000 000 shares in Treasure ASA.
The Treasure ASA share price was down 2.0% for the year,
closing at NOK 17.55. As of 31 December 2022, the market
value of Wilhelmsen’s shareholding in Treasure ASA was USD
285 million.
In 2022, Treasure ASA paid total dividend of NOK 1.00 per
share. Total cash proceeds to Wilhelmsen were USD 18 million.
STRATEGIC HOLDINGS AND INVESTMENTS (USD MILL) 2022 2021
Total income
of which operating revenue
of which other gain/(loss)
10
17
(7)
17
17
0
EBITDA
Operating profit/EBIT
(16)
(20)
(8)
(13)
Share of profit/(loss) from associates
of which Wallenius Wilhelmsen ASA
other/eliminations
281
281
0
85
85
(0)
Change in fair value financial assets
of which Hyundai Glovis
other financial assets
(52)
(46)
(5)
(107)
(115)
8
Other financial income/(expenses)
of which investment management in parent
of which dividend income Hyundai Glovis
other financial income/(expenses)
13
(3)
13
3
35
21
13
1
Tax income/(expense) 4 (1)
Profit for the period 227 (0)
Non controlling interest
Profit to equity holders of the company
(10)
237
(27)
27
STRATEGIC HOLDINGS AND INVESTMENTS
• Wallenius Wilhelmsen ASA (owned 37.9%)
• Treasure ASA (owned 77.0%)
– Hyundai Glovis (owned 11.0% by Treasure ASA)
• WilNor Governmental Services
• Financial investments
• Holding activities
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 17
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 18
Investment
In 2022 we continued to invest in our future, through competence
development, further improvement of our workplace arrangements
and attractiveness to the next wave of talent, and of course
acquisitions and partnerships. In 2022 we acquired Stromme and
Vopak Agencies, invested in Reach Subsea, took a majority stake in
Akrenkiel Tankers, increased our ownership of NorSea to 99%, and
early this year acquired Navadan.
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 19
Financial investments
Financial investments include cash and cash equivalents,
current financial investments and other financial assets held by
the parent and fully owned subsidiaries.
Net income from investment management was a loss of USD 3
million in 2022. The value of the current financial investment
portfolio held by the holding company was USD 104 million
by the end of the year, down from USD 135 million one year
earlier. The portfolio primarily included listed equities and
investment-grade bonds.
Change in fair value of non-current financial assets (excluding
shareholding in Hyundai Glovis) was a loss of USD 5 million in
2022. The value of the assets was USD 75 million at the end of
the year. The largest investment was 25 million shares held in
Qube Holdings Limited, down from 35 million shares held one
year earlier.
Other business units and activities
This includes WilNor Governmental Services (owned 51% directly
and 49% through NorSea), holding company activities, and
certain other activities reported under the Strategic Holdings
and Investments segment.
Operating revenue for holding company activities was USD 17
million for the year, in line with the previous year.
Operating revenue for WilNor Governmental Services was
down, following cancellation of the main contract with the
Norwegian Defense Logistics Organisation at end of the first
quarter. Other operating revenue was up, mainly related to
intra group services.
RISK REVIEW
The Wilhelmsen group consists of a diversified portfolio of
operating companies, and strategic holdings and investments.
Most activities are within or related to the maritime industry,
where Wilhelmsen has extensive competence and a long
experience in managing risks.
Risk management
The group is committed to managing risks in a sound manner
related to its businesses and operations. To accomplish this,
the governing concept of conscious strategy and controllable
procedures for risk mitigation ultimately provides a positive
impact on profitability. Governing boards, management,
and employees will monitor the environment in which the
companies operate, and implement measures to mitigate risks,
prepare to act upon unusual observations, threats or incidents,
and respond to risks to mitigate consequences. The group has
put in place a risk monitoring process based on identification
of risks for each business unit, and with a group risk matrix
presented to the board on a quarterly basis for review and
necessary actions.
Main risks
An overview of main risks and mitigation efforts defined in the
group risk matrix are outlined in the table below. On a macro
level, risk related to geopolitical issues remains high, and risk
related to the global financial outlook increased in 2022. During
the year, financial risk was reduced following a combination
of long-term refinancing of group companies and increased
upstream dividend capacity in main subsidiaries and strategic
holdings.
In addition, the group’s exposure to, and mitigation of,
certain financial risk is further described in note 19 to the 2022
group accounts.
GROUP RISK MATRIX
Risk type Entity Risk Mitigation action
Macro All Geopolitical issues Balanced and liquid portfolio.
Macro All Global financial outlook Balanced portfolio of well managed businesses.
Financial Parent Financial performance Active management and ownership.
Financial Parent Dividend capacity Cash flow focus in portfolio and liquidity reserve in parent.
Financial Parent External financing Conservative risk profile and broad range of funding alternatives.
Governance Group Competence and culture Invest in competence and skills and be an attractive employer.
ESG Group Brand equity Strong corporate governance systems and high business standards.
ESG Group Compliance Strong business standards, compliance culture, and compliance management system.
Governance Group Cyber security Strong cyber security governance system and mandatory cyber security essentials training.
Environment Group Energy transition Pro‐active approach including continued innovation and business development.
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 20
HEALTH, SAFETY AND WORKING ENVIRONMENT
Working environment and occupational health
The company conducts its business with respect for human
rights and labour standards, including conventions and
guidelines related to the prevention of child or forced labour,
minimum wage and salary, working conditions and freedom
of association. Employees and external stakeholders are
encouraged to report on non-compliant behaviour through the
group’s global whistleblowing system and make information
requests through the human rights email channel.
Exposure hours
In 2022, there were around 44.6 million exposure hours
(work hours) in the group. Vessel based operations accounted
for 81% of total exposure hours and onshore operations
accounted for 19%.
Sickness absence and occupational disease
In 2022, the group’s variety of ongoing initiatives to maintain
employee wellbeing and a healthy and safe work environment
focused on mental health, working conditions, employee
assistance programs, safe social activities, and opportunities
for personal development.
The sickness absence rate was 2.28% for onshore operations
and 0.04% on vessels, in line with previous year. There were six
onshore occupational disease cases recorded in 2022.
Turnover
The turnover rate for employees was 11.56% in 2022, in line with
previous years. The turnover rate varies between entities.
Lost time injuries and total recordable cases
There were no work-related fatalities in 2022. The lost-time
injury frequency (LTIF) rate for seafarers was 0.25, within the
target not to exceed 0.40. The total recordable case frequency
(TRCF) rate was 1.86, within the target not to exceed 2.80. The
targets will remain the same for 2023.
During the year, campaigns for seafarers focused on COVID-19
measures and mental health and wellness. Crew changes were
conducted where possible, when risk mitigation conditions
were met, and according to international and local guidelines.
Management continued to be active in measures to enable the
safe and unhindered movement of seafarers to and from their
workplace.
For onshore operations, campaigns focused on safety risks and
mental and physical health and wellness.
The LTIF rate onshore was 0.40 in 2022, within target not to
exceed 0.40. The TRCF rate result of 0.79 was within target not
to exceed 1.00. The targets will remain the same for 2023.
All reported incidents were investigated to avoid similar
incidents in the future, improve necessary training, and
awareness measures.
ORGANISATION AND PEOPLE DEVELOPMENT
Workforce
The group’s head office is in Norway, and the group has 247
offices in 58 countries within its controlled structure. The group
employed 10 868 seafarers and 5 031 land-based employees at
the end of 2022.
Equality, diversity and inclusion (EDI)
Wilhelmsen has a clear policy stating that employees have the
right to equal opportunities. Harassment and discrimination
based on race, gender or similar grounds, or other behaviour that
may be perceived as threatening or degrading, is not acceptable.
Females represent 35% of the land-based work force, 25% of
senior management positions, and 1% of the seafarer work
force. The group’s target is to have at least 40% of each gender
in senior management positions by 2030.
One of the five members of the company’s group management
is female and two of the five directors on the board of directors
of Wilhelmsen are female.
In 2022, several initiatives related to working arrangements,
succession management, and awareness building were
conducted to progress the group’s target. Further information
related to EDI in Norway and globally is described in the ESG
report available on wilhelmsen.com.
Driving performance
Wilhelmsen strives to maintain a performance culture where
engaged employees deliver the right results the right way and
are rewarded accordingly.
Employee performance and engagement are measured through
annual engagement survey and performance appraisals.
In 2022, Wilhelmsen conducted an employee engagement
survey with the results pointing to continued positive
engagement and mental well-being.
There is always room for improvement. Senior management
and individual managers in all locations were required to
conduct follow up discussions with their teams. Where results
were less than the expected benchmark, managers were
required to implement specific actions to improve results.
Compensation and benefits
The purpose of Wilhelmsen’s compensation and benefit
framework is to drive performance and to attract and retain
employees with the right experience and knowledge deemed
necessary to achieve the company’s business objectives and
strategic ambitions. The framework takes local regulations
and competition into account, as well as the responsibility and
complexity of the position.
The bonus schemes are one of several instruments to drive
performance. Bonus is paid if set bonus targets are reached.
Compensation to executives is described in the Remuneration
report available on wilhelmsen.com.
Investing in competence
A learning organisation with motivated employees contributes
to efficient operations and has a positive impact on the
financial performance.
Learning and innovation is one of the group’s core values,
and Wilhelmsen places particular emphasis on continuous
learning through its learn-share-apply method. The main
learning method is through on-the-job experiences, tasks and
problem-solving feedback, coaching (formal and informal) and
networks. Formal classroom courses, e-learning, seminars, and
videos supplement this approach.
Personal development plans for all employees are integrated in
the performance appraisal and review process, and employees
are encouraged to spend a minimum of eight hours of training
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 21
per year. In 2022, there was an average of five hours of
e-learning recorded in the HR information system.
Developing leaders for the future
To meet challenging and changing environments, Wilhelmsen
is dependent on highly capable leaders.
Our leadership development journey consists of annual
learning modules for all leaders (approximately 1 000) in the
group. In 2022, the learning focused on leading change and will
in 2023 be focused on equality, diversity and inclusion.
Whistle blowing and anti-corruption
In 2022, there were 31 whistles received related to allegations
of fraud/corruption, data protection, health and safety, and
human rights related matters.
In 29 of the whistles, the reported issues have been concluded
with appropriate action taken, while two were pending a
conclusion at year end. There were no confirmed incidents of
corruption and no confirmed incidents of discrimination and
harassment. Five of the whistles were categorised as human
rights concerns.
The COVID-19 situation has also in 2022 had an impact on
compliance activities that require travel and physical presence
at various locations, such as investigations and audits. Follow up
of potential irregularities was mainly conducted by providing
guidance and instructions to local and regional resources.
As in previous years, a limited number of internal fraud cases
have been detected, as a principle such cases are reported to the
police. In February 2022, Wilhelmsen faced an external fraud
case which was reported to the police in several jurisdictions and
is on-going. Several concrete measures have been implemented
to reduce the risk of similar fraud cases, and cyber security and
fraud training programs are being reviewed and updated.
As part of opening business in new countries and/or investing
in new companies and/or merging or acquiring new businesses,
Wilhelmsen conduct country assessments and integrity due
diligence as part of the assessment. There has in 2022 been an
increase in M&A activities resulting in an extended number of
integrity due diligence assessments being conducted.
All group companies are expected to make risk assessments
and initiate mitigating actions where applicable. The board
receives a quarterly update on potential compliance issues and
awareness training and have an annual meeting dedicated to
discussing compliance, regulatory requirements etc.
To continue competence building with employees, a refresher
business standards program was rolled out in 2022 with a
100% participation rate. The program includes the areas of
anticorruption, theft and fraud, whistleblowing, competition
law and personal data protection.
HUMAN RIGHTS
The group is committed to safeguarding human rights
across all businesses, irrespective of the countries in which
they operate. In accordance with the Wilhelmsen governing
elements, all group entities and supply chain partners are
expected to comply with the same standards regarding human
rights. With more than 10 000 value chain partners including
sub agents, sub-contractors, and suppliers in often complex
and extensive supply chains, there is significant work ahead to
ensure our expectations are clear to suppliers.
Our commitment is implemented through our human rights
due diligence process developed in 2022, guided by the United
Nations Global Compact and Guiding Principles on Business
and Human Rights and the OECD Guidelines for Multinational
Enterprises. We assess our actual and potential human rights
impacts, integrate and act upon the findings, monitor progress,
track responses, and communicate how impacts are addressed.
In 2022, the group conducted 11 human rights due diligence
assessments; processed five whistles related to human rights
allegations; responded to two information requests from
stakeholders; and included human rights in supplier screenings
and assessments. The group also conducted awareness sessions
internally and developed a new supplier code of conduct which
will be released in 2023.
An account of Wilhelmsen’s human rights due diligence
pursuant to Section 4 of the Transparency Act is disclosed in
the group’s ESG report available on wilhelmsen.com.
ENVIRONMENT
The group’s ambition is to shape the maritime industry’s
transition towards net zero emissions and capitalise on green
growth. In practise, Wilhelmsen focus on greenhouse gas (GHG)
emissions; biodiversity and ecosystems, circular economy, and
green growth and decarbonisation.
When delivering full technical management, crewing and
related services for all major vessel types, Wilhelmsen is in
a good position to influence compliant, sensible, safe and
environmentally sound operations for vessel owners. The
ongoing goal is to work with customers to optimize vessel
and voyage operations, collaboration on the decarbonisation
of shipping, and development of alternative fuels including
hydrogen, ammonia, and methanol.
Operational sites and bases set environmental targets and
improvement projects based on their individual site risk
assessments. The operations of our consolidated entities are
certified according to the ISO 14001 standard. Focus areas
include energy and emissions, material inputs, water use, waste
and recycling, oil separators and tanks and chemical handling.
Activities to reduce environmental impact include the
installation of solar panels, gradual electrification of
machinery, finetuning / replacement of heating and lighting,
reuse of packaging and pallets, appropriate waste segregation,
new product offerings, and supporting infrastructure
development to contribute to the renewable energy and carbon
capture value chains.
In 2022, the group’s New Energy segment invested USD 120
million in entities related to both renewable and energy
transition segments through own ventures, and together
with partners.
Climate risk and opportunities
Wilhelmsen is exposed to physical and transition climate risks
on a general basis and related to specific group companies. The
energy transition and the decarbonisation of shipping are the
backdrop for the transition risks for the group, but also present
significant opportunities. Wilhelmsen continues to work
with partners to drive energy infrastructure transformation
and maritime decarbonisation. This includes services to the
offshore wind industry, projects related to zero emission and
autonomous vessel operation, enabling renewable energy value
chains, digital services, and carbon capture.
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 22
To progress the group’s ambition for net zero emissions in own
operations by 2030, the group established 2022 as a base year and
set minimum targets for consolidated companies Scope 1 and
2 emissions based on guidance from the Science based targets
initiative (SBTi). Targets for Scope 3 will be developed in 2023.
CORPORATE GOVERNANCE
Wilhelmsen is a public limited liability company organized
under Norwegian law and with a governance structure based on
Norwegian corporate law and other regulatory requirements.
The company’s corporate governance model is designed to
ensure a healthy company culture, reduce risk, and create
long-term value for shareholders and other stakeholders.
Wilhelmsen observes the Norwegian Code of Practice for
corporate governance. The board’s corporate governance report
for 2022 can be found on wilhelmsen.com. It is the board’s view
that the company has an appropriate governance structure
and that it is managed in a satisfactory way. The corporate
governance report is to be considered by the annual general
meeting on 27 April 2023.
SUSTAINABILITY
The group includes environmental, social, and governance
(ESG) issues in its investment analysis, business decisions,
ownership practises, and financial reporting. In 2022, the
group released a detailed ownership requirements statement
to clarify its expectations towards companies where it has
a significant shareholding. The group also introduced an
ESG index of 18 KPIs as a snapshot of the group’s activity in
four strategic ESG focus areas. The results are reported on a
quarterly basis to the board of directors and used as input to
executive remuneration.
The group actively contributed to collective action on ocean
health; decarbonisation of shipping; human rights; crew
welfare; equality, diversity, and inclusion; anti-corruption;
and marine pollution. We will continue to actively engage with
stakeholders directly and through our membership platforms
including Green Shipping Program Norway, UN Global
Compact, Maritime Anti-corruption Network (MACN), and
Sustainable Shipping Initiative (SSI) amongst others.
Sustainability governance
The board is committed to a sustainable strategy and
acknowledges that it is a vital prerequisite for Wilhelmsen to be
a profitable and responsible player in the industry and society at
large. Wilhelmsen issues an ESG report following the guidelines
set forward in the Global Reporting Initiative’s sustainability
reporting standards. The report describes how Wilhelmsen
integrates ESG factors with long-term value creation.
The 2022 ESG report is available on wilhelmsen.com.
In 2022, the following areas received particular attention:
• Greenhouse gas emissions (GHG).
• Human Rights.
• Ethics and anti-corruption.
• Health, safety and wellness.
• Equality, diversity and inclusion.
• Supplier management.
• Green growth and decarbonisation.
The company’s achievements included:
• Matured GHG emissions reporting and activities.
• Implemented Human Rights due diligence framework
and assessments.
• Health and safety metrics within targets.
• Positive and consistent employee engagement, wellbeing and
working environment results.
• 100% employee completion of business standards
refresher program.
• Increased supplier screenings with ESG criteria.
• Several key investments and ongoing projects contributing to
the decarbonisation of shipping and green growth.
Materiality assessment
The company conducts materiality assessments to ensure
attention is focused on material aspects of the group’s business.
Wilhelmsen’s materiality assessment includes 14 material
topics which are grouped into four strategic topics of focus for
activities and reporting.
• Decarbonisation and green growth.
• Health and safety.
• Equality and diversity.
• Compliance and value chain management.
These topics are integrated in the group’s strategy and reported
in the ESG report.
Stakeholder engagement
The company is regularly in dialogue with key stakeholders
who engage in issues relating to the maritime industry and the
activities of the Wilhelmsen group. The dialogue contributes
to understanding the expectations of the community and
transferring them to the group. It also enables the company to
communicate decisions to stakeholders and provide them with
explanations for our underlying motives.
In 2022, Wilhelmsen engaged in dialogues with governments,
investors, non-governmental organisations and other
stakeholders discussing topics related to the group or industry
at large. Topics covered included financial issues, governance,
compliance, innovation, human rights, decarbonisation of
shipping, renewable energy and ESG in general.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
Directors and Officers Liability Insurance (D&O) is for the 2022
accounting year placed with reputable insurers with appropriate
ratings. The Insured names Wilh. Wilhelmsen Holding ASA
and includes any subsidiaries world-wide not excluded in the
policy. The D&O insurance provides financial protection for
the directors and officers of a company in the event that they
are being sued in conjunction with the performance of their
duties as they relate to the company. The insurance comprises
the directors’ and officers’ personal legal liabilities, including
defence- and legal costs. The cover also includes employees in
managerial positions or employees who become named in a
claim or investigation or is named co-defendant.
ALLOCATION OF PROFIT, DIVIDEND, AND SHARE BUY BACK
The board’s proposal for allocation of the net profit for the year
is as follows:
PARENT COMPANY ACCOUNTS (NOK THOUSAND)
Profit for the year 546 946
To equity
Proposed dividend
Interim dividend paid
145 726
267 480
133 740
Total allocations 546 946
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 23
The board is proposing a NOK 6.00 dividend per share payable
during the second quarter of 2023, representing a total payment
of NOK 267 million. The board also proposes that the annual
general meeting authorises the board to declare a second
dividend of up to NOK 4.00 per share.
The board is granted an authorisation to, on behalf of the
company, acquire up to 10% of the company’s own issued
shares. The authorisation is valid until the annual general
meeting in 2023, but no longer than to 30 June 2023. The
company presently do not own any own shares.
OUTLOOK
Group business drivers and strategic focus
Wilhelmsen is an industrial holding company within the
maritime industry. The group’s activities are carried out
through fully and partly owned entities, most of which are
among the market leaders within their segments. Our ambition
is to develop companies within maritime services, shipping,
logistics, renewables, and related infrastructure through
active ownership.
Since last year strategic review, all segments have developed
according to agreed strategies and with defined priorities to
achieve long term objectives. Total income has been lifted
by both organic growth and acquisitions, and the upstream
cash capacity of the Wilhelmsen group companies and
investments has improved. This will support Wilhelmsen in
reaching its strategic ambitions and the vision of shaping the
maritime industry. At the same time, highly challenging and
volatile external drivers has continued to necessitate diligent
operations, cost focus, and capital discipline.
Outlook for Maritime Services
Maritime Services delivers value creating solutions to the global
merchant fleet, focusing on Ships Service, Port Services, and
Ship Management.
The Maritime Services operation is presently supported by
a generally positive global shipping market, and with some
further upside related to cruise. At the same time, inflationary
pressure, raw material shortages, and supply chain issues
are putting pressure on both the operation and on operating
margins. We expect these factors to remain in the short term.
Looking further ahead, we believe that the Maritime Services
market will continue to grow, supported by a growing world
economy. With global networks and strong brands built
over many years, and with a long history of innovation and
market adaption, Wilhelmsen is in a good position to service
this market.
Outlook for New Energy
The New Energy segment focuses on building an ecosystem
supporting energy transition. With segment companies
representing energy infrastructure, offshore wind, and
technology & decarbonisation, Wilhelmsen is driving value-
creation by bringing together their unique competencies.
High energy prices and supply constraints following the
Russian invasion of Ukraine have increased focus on securing
Europe’s need for energy. This supports a continued high
activity level at the offshore fields supported by NorSea and
other Wilhelmsen operations. We believe this situation to
remain in the short term. The winding down of the NorSea
Wind legal entity following the loss of its main contract will
have a negative impact on total income.
A strong focus on climate measures in Europe and globally
will support, inter alia, a gradual shift from offshore oil and
gas to offshore wind, and decarbonization of the global fleet.
With a broad range of operations, infrastructure, and new
initiatives across offshore and other maritime activities,
Wilhelmsen is well positioned to participate in these energy
and technology shifts.
Outlook for Strategic Holdings and Investments
Wilhelmsen holds large strategic shareholdings in Wallenius
Wilhelmsen ASA and, through its 77% shareholding in Treasure
ASA in Hyundai Glovis. Through our shareholdings in these
companies, we will continue to provide and develop world
leading logistics services to the global automotive and ro-ro
industries.
A favorable supply-demand balance in global ro-ro shipping
has recently lifted the earnings and dividend capacity of our
strategic holdings. We expect this situation to remain over
the mid-term.
Long term, we believe that both Wallenius Wilhelmsen ASA
and Hyundai Glovis have the size, global reach, human and
physical assets, and customer base to succeed in a continuously
changing world.
Outlook for the Wilhelmsen group
Wilhelmsen retains a strong balance sheet and a balanced
portfolio of leading maritime operations and investments.
While uncertainty persists, specifically regarding inflationary
pressure, supply chain issues, and geopolitical tension, the
group retains its capacity to support and grow the portfolio, and
to deliver consistent yearly dividends.
Lysaker, 22 March 2023
The board of directors of Wilh. Wilhelmsen Holding ASA
Electronically signed
Carl E Steen (chair)
Morten Borge
Rebekka Glasser Herlofsen
Ulrika Laurin
Trond Westlie
Thomas Wilhelmsen (group CEO)
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 24
Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 25
Consistent performance
The Wilhelmsen share price had a strong development in 2022,
outperforming the general equity market and 2022 marks the
fourth consecutive year delivering a positive return.
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 26
Group –
Accounts
and notes
3
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 27
USD mill Note 2022 2021
Operating revenue 1/3/20 943 873
Other income 1 15 2
Total income 958 874
Operating expenses
Cost of goods and change in inventory 15 (313 ) (277 )
Employee benefits 6 (341 ) (321 )
Other expenses 1/20 (151 ) (136 )
Depreciation, amortisation and impairment 7/8 (69 ) (68 )
Total operating expenses (875 ) (801 )
Operating profit 83 73
Share of profit/(loss) from joint ventures and associates 4 296 101
Change in fair value financial assets 14 (50 ) (107 )
Other financial income 1 32 42
Other financial expenses 1 (55 ) (43 )
Profit before tax 306 66
Tax income/(expense) 9 (13 ) (13 )
Profit for the period 293 53
Of which:
Profit attributable to the equity holders of the company 282 72
Profit/(loss) attributable to non-controlling interests (3 ) (20 )
Basic / diluted earnings per share (USD) 10 6.63 1.63
USD mill Note 2022 2021
Profit for the year 293 53
Items that may be reclassified to the income statement
Cash flow hedges (net after tax) 4 4
Comprehensive income from associates 4 4
Currency translation differences 19 (73 ) (44 )
Items that will not be reclassified to the income statement
Remeasurement postemployment benefits, net of tax 11 1 1
Other comprehensive income, net of tax (64 ) (35 )
Total comprehensive income for the year 229 17
Total comprehensive income attributable to:
Equity holders of the company 240 41
Non-controlling interests (11 ) (23 )
Total comprehensive income for the year 229 17
Comprehensive income Wilh.Wilhelmsen Holding group
Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements.
Income statement Wilh.Wilhelmsen Holding group
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 28
USD mill Note 31.12.2022 31.12.2021
ASSETS
Non current assets
Deferred tax assets 9 61 64
Properties and other tangible assets 7 623 542
Goodwill and other intangible assets 7 129 135
Right-of-use assets 8 102 155
Investments in joint ventures and associates 4 1 342 1 093
Financial assets to fair value 14/19 613 688
Other non current assets 12 28 25
Total non current assets 2 898 2 702
Current assets
Inventories 15 114 93
Current financial investments 16/19 104 135
Other current assets 12/17 349 287
Cash and cash equivalents 17 163 231
Total current assets 730 746
Total assets 3 628 3 448
EQUITY AND LIABILITIES
Equity
Paid-in capital 118 118
Retained earnings and other reserves 2 094 1 891
Shareholders' equity 2 212 2 009
Non-controlling interests 144 221
Total equity 2 355 2 230
Non current liabilities
Pension liabilities 11 21 26
Deferred tax liabilities 9 17 11
Non current interest-bearing debt 18/19 473 203
Non current lease liabilities 8/18 93 139
Other non current liabilities 11 17
Total non current liabilities 615 396
Current liabilities
Current income tax 9 10 13
Public duties payable 13 13
Current interest-bearing debt 18/19 65 270
Current lease liabilities 8/18 23 30
Other current liabilities 12 547 495
Total current liabilities 658 821
Total equity and liabilities 3 628 3 448
Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements.
Balance sheet Wilh.Wilhelmsen Holding group
Lysaker, 22 March 2023
The board of directors of Wilh. Wilhelmsen Holding ASA
Electronically signed
Carl E Steen (chair) Morten Borge Rebekka Glasser Herlofsen
Ulrika Laurin Trond Westlie Thomas Wilhelmsen (group CEO)
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 29
USD mill Note 2022 2021
Cash flow from operating activities
Profit before tax
Share of (profit)/loss from joint ventures and associates 4 (296 ) (101 )
Changes in fair value financial assets 14 50 107
Financial (income)/expenses 1 23 1
Depreciation, amortisation and impairment 7/8 69 68
Other (gain)/loss 1 (17 ) (2 )
Change in net pension asset/liability (2 ) 1
Change in inventories (21 ) (13 )
Change in working capital (31 ) 8
Tax paid (company income tax, withholding tax)
(17 ) (14 )
Net cash provided by operating activities 64 122
Cash flow from investing activities
Dividend received from joint ventures and associates 4
Proceeds from sale of fixed assets 27 26
Investments in tangible and intangible assets 7 (49 ) (45 )
Investments in subsidiaries net after cash 5 (37 )
Investments in joint ventures and associates 4 (18 ) (36 )
Loans granted to joint ventures and associates (16 )
Loan repayments received from sale of subsidiaries (2 ) 2
Proceeds from dividend and sale of financial investments 66 62
Purchase of current financial investments (22 ) (54 )
Interest received 1 4 1
Changes in other investments
(6 )
Net cash flow from investing activities 6 (53 )
Cash flow from financing activities
Net proceeds from issue of debt after debt expenses
Repayment of debt (292 ) (71 )
Repayment of lease liabilities 8 (28 ) (30 )
Interest paid including interest derivatives 1 (22 ) (15 )
Interest paid lease liabilities 1/8 (6 ) (9 )
Cash from/(to) financial derivatives (3 ) 7
Purchase of non-controlling interest (53 )
Dividend to shareholders/purchase of own shares
(46 ) (58 )
Net cash flow from financing activities (138 ) (106 )
Net increase in cash and cash equivalents
(68 ) (37 )
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at 31.12 163 231
Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements.
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.
Cash flow statement Wilh.Wilhelmsen Holding group
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 30
Equity Wilh.Wilhelmsen Holding group
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
USD mill Share capital Own shares
Retained
earnings Total
Non-
controlling
interests Total equity
Balance at 31.12.2021 118 0 1 891 2 009 221 2 230
Comprehensive income for the period:
Profit for the period 296 296 (3 ) 293
Other comprehensive income (55 ) (55 ) (8 ) (64 )
Total comprehensive income for the period 0 0 240 240 (11 ) 229
Transactions with owners:
Change in non-controlling interests (57 ) (57 )
Purchase of own shares Treasure ASA* (4 ) (4 ) (4 )
Paid dividend to shareholders (33 ) (33 ) (9 ) (42 )
Balance at 31.12.2022 118 0 2 094 2 212 144 2 355
* Treasure ASA holds 2 594 566 own shares 31 December 2022.
USD mill Share capital
Own
shares
Retained
earnings Total
Non-
controlling
interests Total equity
Balance at 31.12.2020 122 (4 ) 1 890 2 008 257 2 265
Comprehensive income for the period:
Profit for the period 72 72 (20 ) 53
Other comprehensive income (32 ) (32 ) (3 ) (35 )
Total comprehensive income for the period 0 0 41 41 (23 ) 17
Transactions with owners:
Liquidation of own shares (4 ) 4 0 0
Change in non-controlling interests 10 10 (4 ) 6
Purchase of own shares Treasure ASA* (8 ) (8 ) (8 )
Paid dividend to shareholders (42 ) (42 ) (8 )
(50 )
Balance at 31.12.2021 118 0 1 891 2 009 221
Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements.
* Treasure ASA held 6 000 000 own shares 31 December 2021.
Dividend for fiscal year 2021 was NOK 7.00 per share and was paid in April 2022
(NOK 4.00 per share) and in November 2022 (NOK 3.00 per share).
Dividend for fiscal year 2020 was NOK 8.00 per share and was paid in April 2021
(NOK 5.00 per share) and in December 2021 (NOK 3.00 per share).
The proposed dividend for fiscal year 2022 is NOK 6.00 per share payable in the se-
cond quarter of 2023. A decision on the proposal will be taken by the annual general
meeting on 27 April 2023. The proposed dividend is not accrued in the year-end
balance sheet.
The dividend will have effect on retained earnings in second quarter of 2023.
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 31
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 32
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 33
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 34
Cont. note 2 Segment reporting
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 35
Cont. note 2 Segment reporting
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 36
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 37
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 38
Cont. note 4 Investments in joint ventures and associates
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 39
Cont. note 4 Investments in joint ventures and associates
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 40
Cont. note 4 Investments in joint ventures and associates
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 41
Cont. note 4 Investments in joint ventures and associates
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 42
Cont. note 4 Investments in joint ventures and associates
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 43
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 44
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 45
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 46
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 47
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 48
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 49
Cont. note 8 Right-of-use-assets and lease liabilities
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 50
Cont. note 8 Right-of-use-assets and lease liabilities
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 51
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 52
Cont. note 9 Tax
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 53
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 54
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 55
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 56
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 57
Cont. note 13 Receivables
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 58
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 59
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 60
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 61
Cont. note 18 Interest-bearing debt
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 62
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 63
Cont. note 19 Financial risk
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 64
Cont. note 19 Financial risk
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 65
Cont. note 19 Financial risk
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 66
Cont. note 19 Financial risk
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 67
Cont. note 19 Financial risk
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 68
Cont. note 19 Financial risk
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 69
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 70
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 71
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 72
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 73
Transition
During the year we undertook a number of activities to reduce
the group’s environmental impact including; the installation of
solar panels, gradual electrification of machinery, finetuning /
replacement of heating and lighting, reuse of packaging and
pallets, appropriate waste segregation, new product offerings,
and supporting infrastructure development to contribute to
the renewable energy and carbon capture value chains.
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 74
Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 75
Parent
company –
Accounts
and notes
4
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 76
Upward trajectory
Wallenius Wilhelmsen ASA continued their positive
development throughout 2022, supported by a strong
shipping market. This lifted both net profit and market
value to its highest level since the merger in 2017.
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 77
NOK thousand Note 2022 2021
Operating income 1 35 343 24 062
Operating expenses
Employee benefits 2 (106 778) (89 686)
Operating expenses 1 (53 891) (42 818)
Depreciation 3 (4 997) (4 700)
Total operating expenses (165 666) (137 204)
Operating loss (130 323) (113 142)
Financial income/(expenses)
Net financial income 1/4 704 592 838 403
Net financial expenses 1/4 (101 875) (42 972)
Financial income/(expenses) 602 717 795 431
Profit before tax 472 394 682 289
Tax income/(expense) 5 74 552 11 741
Profit for the year 546 946 694 030
Transfers and allocations
To/(from) equity 145 726 381 970
Proposed dividend 267 480 178 320
Interim dividend paid 133 740 133 740
Total transfers and allocations 546 946 694 030
NOK thousand Note 2022 2021
Profit for the year 546 946 694 030
Items that will not be reclassified to the income statement
Remeasurement postemployment benefits, net of tax 11 5 789 (3 000)
Total comprehensive income 552 735 691 030
Notes 1 to 15 on the next pages are an integral part of these financial statements.
Income statement Wilh. Wilhelmsen Holding ASA
Comprehensive income Wilh. Wilhelmsen Holding ASA
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 78
NOK thousand Note 31.12.2022 31.12.2021
ASSETS
Non current assets
Deferred tax asset 5 141 899 61 830
Intangible assets 3 6 592 59
Tangible assets 3 8 344 8 927
Right-of-use-assets 4 46 896 34 140
Investments in subsidiaries and associates 6 5 594 516 5 182 787
Sub lease receivable 4/14 246 252 244 704
Other non current assets 14 35 912 34 259
Total non current assets 6 080 411 5 566 707
Current assets
Current financial investments 7/8 1 024 970 1 189 234
Trade and other receivables 14 3 425 18 399
Sub lease receivable 4/14 32 708 28 881
Other current assets 8/9/14 133 727 61 475
Cash and cash equivalents 9 118 308 158 012
Total current assets 1 313 137 1 456 001
Total assets 7 393 549 7 022 708
EQUITY AND LIABILITIES
Equity
Paid-in capital 10 891 600 891 600
Retained earnings 5 385 736 5 234 221
Total equity 6 277 336 6 125 821
Non current liabilities
Pension liabilities 11 66 900 70 221
Lease liabilities 4 291 917 278 275
Total non current liabilities 358 817 348 496
Current liabilities
Public duties payable 4 853 4 687
Trade and other payables 14 11 079 4 117
Current portion of lease liabilities 4 36 517 31 221
Other current liabilities 7/12/14 704 947 508 366
Total current liabilities 757 396 548 391
Total equity and liabilities 7 393 549 7 022 708
Notes 1 to 15 on the next pages are an integral part of these financial statements.
Balance sheet Wilh. Wilhelmsen Holding ASA
Lysaker, 22 March 2023
The board of directors of Wilh. Wilhelmsen Holding ASA
Electronically signed
Carl E Steen (chair) Trond Ødegård Westlie Morten Borge
Rebekka Glasser Herlofsen Karin Ulrika Laurin Thomas Wilhelmsen (group CEO)
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 79
NOK thousand Note 2022 2021
Cash flow from operating activities
Profit before tax 472 394 682 289
Financial (income)/expenses (602 717) (795 431)
Depreciation 3/4 4 997 4 700
Change in net pension liability 4 102 (38)
Change in working capital 28 224 23 437
Tax paid (withholding tax) (7 149)
Net cash provided by operating activities (100 150) (85 043)
Cash flow from investing activities
Proceeds from sale of fixed assets 3 611
Investments in fixed assets 3 (6 592)
Investments in subsidiaries 6 (400 000) (323 723)
Investments in joint ventures and associates 6 (11 729)
Repayment of financial sub lease 4 40 356 33 860
Loans (to)/from subsidiaries, cash pool 9 (101 116) (30 815)
Proceeds from sale of financial investments 263 965 334 720
Purchase of current financial investments (163 942) (411 213)
Dividend/ group contribution from group companies 14 687 195 622 534
Dividend and other financial income received from financial assets 12 841 93 701
Interest received included interests of sublease receivable 1 15 744 14 608
Changes in other investments 5 302
Net cash flow from investing activities 336 722 339 585
Cash flow from financing activities
Repayment of debt (655 000)
Proceeds from issue of debt 755 000 200 000
Repayment of financial lease debt 4 (43 901) (36 711)
Interest paid included interest of financial lease debt (20 315) (11 660)
Dividend to shareholders (312 060) (356 640)
Net cash flow from financing activities (276 276) (205 011)
Net increase in cash and cash equivalents (39 704) 49 531
Cash and cash equivalents, at the beginning of the period 158 012 108 481
Cash and cash equivalents at 31.12 118 308 158 012
The company has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities.
Notes 1 to 15 on the next pages are an integral part of these financial statements.
Cash flow statement Wilh. Wilhelmsen Holding ASA
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 80
At 31 December 2022 the company’s share capital comprises 34 000 000 Class A
shares and 10 580 000 Class B shares, totalling 44 580 000 shares with a nominal
value of NOK 20 each. Class B shares do not carry a vote at the general meeting.
Otherwise, each share confers the same rights in the company.
In 2021, 1 823 824 own shares were cancelled, resulting in nil own shares at 31
December 2021 and 31 December 2022.
Dividend
The proposed dividend for fiscal year 2022 is NOK 6.00 per share. A descision on the
proposal will be taken by the annual general meeting on 27 April 2023.
Dividend for fiscal year 2021 was NOK 7.00 per share, with NOK 4.00 per share paid in
April 2022 and NOK 3.00 per share paid in November 2022.
STATEMENT OF CHANGES IN EQUITY
NOK thousand Note Share capital Own shares Retained earnings Total
Current year's change in equity
Equity at 31.12.2021 891 600 5 234 221 6 125 821
Interim dividend paid (133 740) (133 740)
Proposed dividend (267 480) (267 480)
Profit for the year 546 946 546 946
Comprehensive income for the year 5 789 5 789
Equity at 31.12.2022 10 891 600 0 5 385 736 6 277 336
NOK thousand Share capital Own shares Retained earnings Total
2020 change in equity
Equity at 31.12.2020 928 076 (36 476) 4 855 251 5 746 851
Proposed dividend (178 320) (178 320)
Interim dividend paid (133 74 0) (133 740)
Liquidation of own shares (36 476) 36 476
Profit for the year 694 030 694 030
Comprehensive income for the year (3 000) (3 000)
Equity at 31.12.2021 891 600 0 5 234 221 6 125 821
Equity Wilh. Wilhelmsen Holding ASA
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 81
NOK thousand Note 2022 2021
OPERATING INCOME
Other income 1 137 182
Income from group companies 14 34 206 23 880
Total operating income 35 343 24 062
OTHER OPERATING EXPENSES
Expenses to group companies 14 (11 962) (12 804)
Communication and IT expenses (7 352) (5 622)
External services 2 (14 735) (10 348)
Travel and meeting expenses (4 445) (446)
Marketing expenses (2 102) (1 444)
Other administration expenses (13 296) (12 155)
Total other operating expenses (53 891) (42 818)
FINANCIAL INCOME/(EXPENSES)
Financial income
Investment management 8 194 196
Interest income 14 5 493 6 283
Interest income financial sublease 11 904 8 154
Dividend/group contribution from associates and subsidiaries 14 687 195 622 135
Other financial income 7 636
Net financial income 704 592 838 403
Financial expenses
Investment management 8 (52 211)
Interest expenses (8 411) (3 507)
Interest expenses financial lease (11 903) (8 154)
Other financial items (2 719) (1 879)
Net currency (loss) (26 630) (29 433)
Net financial expenses (101 875) (42 972)
Net financial income 602 717 795 431
Note 1 Combined items, income statement
Note 2 Employee benefits
NOK thousand 2022 2021
Pay 82 638 65 872
Payroll tax 8 811 9 464
Pension cost 12 576 9 111
Other remuneration 2 753 5 240
Total employee benefits 106 778 89 686
Average number of employees 35 30
Detailed remuneration disclosures are provided in the remuneration report.
EXPENSED AUDIT FEE (excluding VAT)
NOK thousand 2022 2021
Statutory audit 868 651
Other service fees 29 263
Total expensed audit fee 897 914
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 82
Note 3 Intangible and tangible assets
NOK thousand Intangible assets Properties
Other tangible
assets
Total
2022
Cost at 01.01 6 383 10 582 9 084 26 050
Additions 6 592 6 592
Cost at 31.12 12 976 10 582 9 084 32 642
Accumulated depreciation at 01.01 (6 324) (4 290) (6 448) (17 063)
Depreciation/amortisation (59) (423) (160) (643)
Accumulated at depreciation at 31.12 (6 384) (4 714) (6 609) (17 706)
Carrying amounts at 31.12 6 592 5 868 2 475 14 936
Depreciation/amortisation intangible and tangible assets (643)
Depreciation of right-of-use assets (4 354)
Total depreciation 2022 (4 997)
2021
Cost at 01.01 7 277 10 582 9 084 26 943
Disposals (894) (894)
Cost at 31.12 6 383 10 582 9 084 26 050
Accumulated depreciation at 01.01 (5 923) (3 867) (6 097) (15 888)
Depreciation/amortisation (684) (423) (351) (1 458)
Disposals 283 283
Accumulated depreciation at 31.12 (6 324) (4 290) (6 448) (17 063)
Carrying amounts at 31.12 59 6 292 2 636 8 987
Depreciation/amortisation intangible and tangible assets (1 458)
Depreciation of right-of-use assets (3 241)
Total depreciation 2021 (4 700)
Useful life Up to 3 years Up to 25 years 3-10 years
Amortisation/depreciation schedule Straight-line Straight-line Straight-line
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 83
THE LEASE CONTRACTS
The company has leases related to property and land. The main part of the leasing
liability refer to headquarter and parkingplaces. The external lease of headquarter is
subleased to group company. The right-of-use assets related to internal lease of the
company’s location in Strandveien 20.
Summary of the lease liabilities in the financial statements
NOK thousand
2022
Lease liability at 1 January 2022 309 495
Cash payments for the principal portion of the lease liability (43 281)
Cash payments for the interest portion of the lease liability (13 646)
Interest expense on lease liabilities 13 646
Additions and remeasurements 62 099
Change in estimates 120
Lease liability at 31 December 2022 328 434
2021
Lease liability at 1 January 2021 167 249
Cash payments for the principal portion of the lease liability (36 711)
Cash payments for the interest portion of the lease liability (8 154)
Interest expense on lease liabilities 8 154
Additions and remeasurements 178 957
Lease liability at 31 December 2021 309 495
All financial lease is leased from external party.
Summary of sublease receivable
NOK thousand
2022
Sub lease receivable at 01.01 273 585
New sublease agreements/change of estimates 45 732
Repayment of sub lease receivable (40 356)
Sub lease receivable at 31.12 278 961
Non current sub lease receivable 246 252
Current sub lease receivable 32 708
Total financial sub lease receivable at 31.12 278 961
2021
Sub lease receivable at 01.01 149 068
New sublease agreements/change of estimates 158 377
Repayment of sub lease receivable (33 860)
Sub lease receivable at 31.12 273 585
Non current sub lease receivable 244 704
Current sub lease receivable 28 881
Total financial sub lease receivable at 31.12 273 585
Property including parking places are sub leased to the subsidiary WilService AS in 2022 and 2021.
Note 4 Right-of-use assets and lease liabilities
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 84
Cont. note 4 Right-of-use assets and lease liabilities
Summary of right-of-use assets not subleased to subsidiary
NOK thousand
2022 Note Property
Right-of-use assets at 01.01 45 776
Additions and remeasurements 16 368
Change of estimates 300
Right-of-use assets cost at 31.12 62 443
Accumulated depreciation at 01.01 (11 636)
Depreciation (4 354)
Change of estimates 442
Accumulated depreciation at 31.12 3 (15 548)
Carrying amounts at 31.12 46 896
2021
Right-of-use assets at 01.01 25 196
Additions and remeasurements 20 580
Right-of-use assets cost at 31.12 45 776
Accumulated depreciation at 01.01 (8 395)
Depreciation (3 241)
Accumulated depreciation at 31.12 3 (11 6 36)
Carrying amounts at 31.12 34 140
During 2021 the lease agreement for the company and the group’s headquarter at Strandveien 20 was extended until the end of 2031.
During 2022 the company leased additional office space at Strandveien 20.
The company has no other lease contracts.
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 85
NOK thousand 2022 2021
Allocation of tax income
Payable tax/withholding tax (7 149)
Change in deferred tax 81 701 11 741
Total tax income/(expenses) 74 552 11 741
Basis for tax computation
Profit before tax 472 394 682 289
22% tax 103 927 150 104
Tax effect from
Net permanent differences (138 236) (161 845)
Withholding tax (243)
Reversal of impairment of deferred tax asset (40 000)
Current year calculated tax (74 552) (11 741)
Effective tax rate neg. neg.
Deferred tax asset
Tax effect of temporary differences
Fixtures 1 728 1 458
Current assets and liabilities 1 797 2 023
Non current liabilities and provisions for liabilities 31 903 15 449
Tax losses carried forward 106 470 42 901
Deferred tax asset 141 899 61 830
Deferred tax asset at 01.01 61 830 49 643
Tax effect of group contribution (909) (399)
Charge to equity (tax of OCI) (1 633) 846
Change of deferred tax through income statement 42 610 11 741
Reversal of impairment of deferred tax asset 40 000
Deferred tax asset at 31.12 141 899 61 830
NOK thousand Business office country
Voting share/
ownership share
2022
Book value
2021
Book value
Associate
Wallenius Wilhelmsen ASA Lysaker, Norway 37.9% 1 142 694 1 130 964
Subsidiaries
Treasure ASA * Lysaker, Norway 76.9% 1 043 967 1 043 967
Wilhelmsen New Energy AS Lysaker, Norway 100% 2 128 714 1 728 714
Wilhelmsen Maritime Services AS Lysaker, Norway 100% 1 264 440 1 264 440
WilNor Governmental Services AS Lysaker, Norway 51% 9 499 9 499
Wilhelmsen Accounting Services AS Lysaker, Norway 100% 3 622 3 622
WilService AS Lysaker, Norway 100% 1 550 1 550
Wilh. Wilhelmsen Invest AS Lysaker, Norway 100% 23 23
Wilhelmsen GRC Sdn Bhd Kuala Lumpur, Malaysia 100% 8 8
Total investments in subsidiaries and associates 5 594 516 5 182 787
* At 31.12.2022 Treasure ASA had 2 594 566 own shares (31.12.2021: 6 000 000 own shares).
In August 2022 the company aquired an additional 210 000 shares in Wallenius Wilhelmsen ASA for a total consideration of NOK 11 729 403.
Note 5 Tax
FINANCIAL REPORTING PRINCIPLES
Shares in subsidiaries, joint ventures and associated companies are presented
according to the cost method in the parent company. Group contribution received
is included in dividends from subsidiaries. Group contributions and dividends from
subsidiaries are recognised in the parent company the year for which they are pro-
posed by the subsidiary to the extent the parent company can control the decision
of the subsidiary through its shareholdings on the balance sheet date. Shares in
subsidiaries, joint ventures and associates are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may exceed
the recoverable amount of the investment. An impairment loss is reversed if the
impairment situation is deemed to no longer exist.
Note 6 Investments in subsidiaries and associates
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 86
Note 7 Current financial investments
NOK thousand 2022 2021
Market value asset management portfolio
Equities 701 333 678 799
Bonds 323 647 509 680
Other financial derivatives (11) 755
Total current financial investments 1 024 970 1 189 234
The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market.
The net unrealised gain at 31.12 60 238 118 052
The portfolio of financial investments is held as collateral within a securities’ finance facility. See note 12.
NOK thousand 2022 2021
Undrawn committed drawing rights
Undrawn committed drawing rights for 31 December 666 128 1 039 424
2022 2021
Cash and cash equivalents
Banks 118 308 158 012
Total Cash and cash equivalents 118 308 158 012
2022 2021
Restricted bank deposits
Banks 7 026 13 013
Total restricted bank deposits 7 026 13 013
WWH ASA is the owner of the cash pool with the Norweigian subsidiaries as
participants. Bank balances in subsidiaries are presented as intercompany
receivables/payables in the parent financial statements. The cash pool covers
following currencies; NOK, USD, EUR, SEK, GBP, JPY, AUD and DKK. There are no
credit line related to the cash pool.
The parent company has a bank guarantee for the payroll tax. Per 31 December 2022
the guarantee amounted to NOK 10 million (31 December 2021 NOK 7 million).
Note 8 Restricted bank deposits and undrawn committed drawing rights
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 87
Note 10 Equity
Shareholders A shares B shares
Total number of
shares
% of
total shares
% of
voting stock
Tallyman AS 20 784 730 2 281 044 23 065 774 51.74% 61.13%
Pareto Aksje Norge Verdipapirfond 1 268 941 687 355 1 956 296 3.98% 3.31%
Verdipapirfondet Nordea Norge Verdi 341 571 1 277 149 1 618 720 3.45% 1.01%
J.P. Morgan SE Nominee 405 784 715 889 1 121 673 3.08% 2.61%
Citibank Europe plc Nominee 742 769 377 342 1 120 111 2.40% 2.03%
Citibank Europe plc Nominee 627 274 318 290 945 564 2.10% 0.93%
Intertrade Shipping AS 260 000 520 000 780 000 1.74% 1.15%
VJ Invest AS 136 975 550 835 687 810 1.37% 0.31%
The Bank of New York Mellon Nominee 313 047 311 540 624 587 1.36% 1.09%
Forsvarets Personellservice 613 200 613 200 1.35% 1.76%
Stiftelsen Tom Wilhelmsen 370 400 236 000 606 400 1.31% 1.72%
J.P. Morgan SE Nominee 126 875 415 630 542 505 1.23% 1.02%
Skagen Vekst Verdipapirfond 468 013 468 013 1.22% 0.37%
Varner Equities AS 83 823 327 590 411 413 0.83% 0.20%
Holmen Spesialfond 370 057 370 057 0.79% 0.22%
Salt Value AS 225 462 143 828 369 290 0.76% 1.00%
MP Pensjon PK 79 965 276 636 356 601 0.74% 0.96%
Clearstream Banking SA Nominee 328 358 4 459 332 817 0.72% 0.94%
RBC Investor services bank S.A. Nominee 319 329 319 329 0.71% 0.03%
Verdipapirfondet Nordea Avkastning 102 359 165 619 267 978 0.70% 0.55%
Other 6 031 068 1 970 794 8 001 862 18.43% 17.65%
Total number of shares 34 000 000 10 580 000 44 580 000 100% 100%
The largest shareholders at 31 December 2022
Shares on foreigners hands
At 31 December 2022, 4 737 284 (17.11%) A shares and 2 891 999 (29.39%) B shares was held by foreign shareholders.
Corresponding figures at 31 December 2021 were 4 907 784 (13.93%) A shares and 3 109 739 (27.33%) B shares.
FINANCIAL REPORTING PRINCIPLES
Share capital and own shares
When the parent company purchases its own shares (treasury shares), the
consideration paid, including any attributable transaction costs net of income tax,
is deducted from the equity attributable to the parent company’s shareholders
until the shares are liquidated or sold. Should such shares subsequently be sold or
reissued, any consideration received is included in share capital.
Dividend and group contribution in the parent accounts
Proposed dividend for the parent company’s shareholders is shown in the parent
company account as a liability at 31 December current year. Group contribution to
the parent company is recognised as a financial income and current asset in the
financial statement at 31 December current year.
Note 9 Combined items, balance sheet
NOK thousand Note 2022 2021
OTHER CURRENT ASSETS
Cash pool intercompany receivables 9/14 33 141 39 298
Other current assets 93 561 9 163
Restricted bank deposits 8 7 026 13 013
Total other current assets 133 727 61 475
OTHER CURRENT LIABILITIES
Next year's instalment on interest-bearing debt 12/13 300 000 200 000
Proposed dividend 267 480 178 320
Cash pool intercompany payables 9/14 28 512 54 616
Other current liabilities 108 955 75 431
Total other current liabilities 704 947 508 366
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.
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 88
Note 11 Pension
Cont. note 10 Equity
SHARES OWNED OR CONTROLLED BY REPRESENTATIVES OF WILH. WILHELMSEN HOLDING ASA AT 31 DECEMBER 2022
Name A shares B shares Total Part of total shares Part of voting stock
Board of directors
Carl E. Steen (chair) 8 000 8 000 0.02% 0.02%
Trond Ø. Westlie 0.00% 0.00%
Rebekka Glasser Herlofsen 0.00% 0.00%
Karin Ulrika Laurin 4 000 0.01% 0.01%
Morten Borge 0.00% 0.00%
Senior executives
Thomas Wilhelmsen - group CEO 20 834 524 2 288 210 23 122 734 51.87% 61.28%
Christian Berg - group CFO 516 516 0.00% 0.00%
Benedicte Teigen Gude - Chief of Staff 946 946 0.00% 0.00%
Bjørge Grimholt - EVP Maritime Services 2 310 10 2 320 0.01% 0.01%
Jan Eyvin Wang - EVP New Energy 0.00% 0.00%
Nomination committee
Gunnar Fredrik Selvaag 0.00% 0.00%
Jan Gunnar Hartvig 0.00% 0.00%
Silvija Seres 0.00% 0.00%
Description of the pension scheme
The company’s defined contribution pension schemes for Norwegian employees are
with financial institute, similar solutions with different investment funds.
The company has supplementary pension, a contribution plan for all Norwegian
employees with salaries exceeding 12 times the Norwegian National Insurance base
amount (G). The contribution plan replaced the company obligations mainly financed
from operation. In addition the company has agreements on early retirement. This
obligations are mainly financed from operations. The company has obligation towards
one employee in the company’s senior executive management. The obligation is
mainly covered via group annuity policies in Storebrand.
Pension costs and obligations includes payroll taxes. No provision has been made for
payroll tax in pension plans where the plan assets exceed the plan obligations.
The liability recognised in the balance sheet in respect of the remaining defined
benefit pension plans is the present value of the defined benefit obligation at the
end of the reporting period less the fair value of plan assets. The defined benefit
obligations are calculated annually by independent actuaries using the projected unit
credit method. The present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using interest rates of high-quality
corporate bonds that are denominated in the currency in which the benefits will
be paid, and that have terms to maturity approximating to the terms of the related
pension obligation.
Actuarial gains and losses arising from experience adjustments and changes in
actuarial assumptions are charged or credited to equity in other comprehensive
income in the period in which they arise.
Funded Unfunded
Number of people covered by pension schemes at 31.12 2022 2021 2022 2021
In employment 1 1 2 1
On retirement (inclusive disability pensions) 4 5
Total number of people covered by pension schemes 1 1 6 6
Expenses Commitments
Financial assumptions for the pension calculations: 2022 2021 31.12.2022 31.12.2021
Discount rate 1.80% 1.60% 3.60% 1.80%
Anticipated pay regulation 3.25% 1.75% 3.25% 2.25%
Anticipated increase in National Insurance base amount (G) 3.25% 1.75% 3.25% 2.25%
Anticipated regulation of pensions 1.50% 0.10% 1.50% 0.10%
Anticipated pay regulation are business sector specific, influenced by composition
of employees under the plans. Anticipated increase in G is tied up to the anticipated
pay regulations. Anticipated regulation of pensions is determined by the difference
between return on assets and the hurdle rate.
Actuarial assumptions: all calculations are calculated on the basis of the K2013
mortality tariff. The disability tariff is based on the KU table.
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 89
Cont. note 11 Pension
NOK thousand 2022 2021
Funded Unfunded Total Funded Unfunded Total
Pension expenses
Service cost 2 391 3 919 6 310 2 276 59 2 335
Net interest cost 246 922 1 168 205 771 976
Cost of defined contribution plan 5 098 5 098 5 800 5 800
Net pension expenses 7 735 4 841 12 576 8 281 830 9 111
NOK thousand 2022 2021
Remeasurements - Other comprehensive income
Effect of changes in financial assumptions (4 962) (809)
Effect of experience adjustments (2 195) 4 725
(Return) on plan assets (excluding interest income) (297) (70)
Gross remeasurement (gain) loss included in OCI (7 454) 3 846
Tax effect (1 665) 846
Remeasurement (gain) loss recognised in OCI - net of tax (5 789) 3 000
Pension obligations
Defined benefit obligation at end of prior year 88 421 82 613
Service cost 6 030 2 105
Interest expense 1 510 1 250
Benefit payments from plan (1 704) (1 463)
Effect of changes in financial assumptions (4 962) (809)
Effect of experience adjustments (2 195) 4 725
Pension obligations at 31.12 87 100 88 421
Fair value of plan assets
Fair value of plan assets at end of prior year 18 200 16 200
Interest income 342 274
Employer contributions 1 673 1 886
Administrative expenses paid from plan assets (312) (282)
Return on plan assets (excluding interest income) 297 122
Gross pension assets at 31.12 20 200 18 200
Other comprehensive income
Gross pension other comprehensive income (7 454) 3 794
Tax effect 1 640 (835)
Net equity effect (5 814) 2 959
Specification of funded and unfunded obligation
Defined benefit obligation funded 31 783 32 669
Defined benefit obligation unfunded 55 317 55 752
Fair value of plan assets 20 200 18 200
Net liability 66 900 70 221
Premium payments in 2023 are expected to be NOK 10 million (2022: NOK 8.5 million). Payments from operations are estimated at NOK 1.7 million (2022: NOK 1.7 million).
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 90
Note 12 Interest-bearing debt
NOK thousand 2022 2021
Interest-bearing debt
Bank loan 300 000 200 000
Total interest-bearing debt 300 000 200 000
Repayment schedule for interest-bearing debt
Due in year 1 300 000 200 000
Total interest-bearing debt 300 000 200 000
Held as collateral within a securities’ finance facility
The portfolio of financial investments 1 024 980 1 188 479
The parent company had in addition undrawn revolving facilities at 31 December
2022. The parent company’s financing arrangement provides for customary financial
covenants related to minimum liquidity, and minimum value adjusted equity ratio. The
company was in compliance with these covenants at 31 December 2022 (analougue
for 31 December 2021).
FINANCIAL RISK
See note 13 to the parent accounts and note 19 to the group accounts for further
information on financial risk, and note 18 to the group accounts concerning the fair
value of interest-bearing debt.
CREDIT RISK
Guarantees
The group’s policy is that the parent company will not provide any financial
guarantees.
Cash and bank deposits
The parent’s exposure to credit risk on cash and bank deposits is considered to be
very limited as the parent maintain banking relationships with a selection of banks
with strong credit ratings.
LIQUIDITY RISK
The parent’s approach to managing liquidity is to ensure sufficient liquidity to meet its
liabilities, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the parent and group’s reputation.
The parent’s liquidity risk is considered to be low in the sense that it holds significant
liquid assets in addition to undrawn credit facilities.
FAIR VALUE ESTIMATION
The fair value of financial instruments traded in an active market is based on quoted
market prices on the balance sheet date. The fair value of financial instruments not
traded in an active market (over-the-counter contracts) are based on third party
quotes. Specific valuation techniques used to value financial instruments include:
Quoted market prices or dealer quotes for similar instruments.
The fair value of interest rate swaps is calculated as the present value of the
estimated future cash flows based on observable yield curves.
The fair value of interest rate swap option (swaption) contracts is determined using
observable yield curve, volatility and time-to-maturity parameters at the balance
sheet date, resulting in a swaption premium. The fair value of forward foreign
exchange contracts is determined using forward exchange rates at the balance
sheet date, with the resulting value discounted back to present value.
The fair value of foreign exchange option contracts is determined using observable
forward exchange rates, volatility, yield curves and time-to-maturity parameters at
the balance sheet date, resulting in an option premium.
The carrying value less impairment provision of receivables and payables are
assumed to approximate their fair values. The fair value of financial liabilities for
disclosure purposes is estimated by discounting the future contractual cash flows
at the current market interest rate that is available to the company for similar financial
instruments.
Note 13 Financial risk
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 91
The fair value of financial instruments traded in active markets is based on closing
prices at the balance sheet date. A market is regarded as active if quoted prices
are readily and regularly available from an exchange, dealer, broker, industry group,
pricing service, or regulatory agency, and those prices represent actual and regularly
occurring market transactions on an arm’s length basis.
The fair value of financial instruments not traded in an active market is determined
by using valuation techniques. These valuation techniques use observable market
data where available and rely as little as possible on entity specific estimates. These
instruments are included in level 2. Instruments included in level 2 are FX and IR
derivatives.
If one or more of significant valuation inputs is not based on observable market data,
the instruments are included in level 3.
NOK thousand
2022 Fair value Carrying amount
Interest-bearing debt
Bank loan 300 000 300 000
Total interest-bearing debt at 31.12 300 000 300 000
2021
Interest-bearing debt
Bank loan 200 000 200 000
Total interest-bearing debt at 31.12 200 000 200 000
Total financial instruments and short term financial investments
NOK thousand
2022 Level 1 Level 2 Level 3 Total balance
Financial assets to fair value through income statement
– Bonds 323 647 323 647
– Equities 701 333 701 333
– Financial derivatives (11) (11)
Total assets at 31.12 1 024 980 (11) 0 1 024 970
2021
Financial assets at fair value through income statement
– Bonds 509 680 509 680
– Equities 678 799 678 799
– Financial derivatives 755 755
Total assets at 31.12 1 188 479 755 0 1 189 234
Cont. note 13 Financial risk
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 92
Financial instruments by category
NOK thousand
Financial assets at
amortised cost
Fair value through
income statement Total
2022
Note
Assets
Sub lease receivable non current 4 246 252 246 252
Other non current assets 14 35 912 35 912
Current financial investments 8 1 024 980 1 024 980
Financial derivatives 8 (11) (11)
Sub lease receivable 4 32 708 32 708
Other current assets 7 137 152 137 152
Cash and cash equivalent 118 308 118 308
Assets at 31.12.2022 570 332 1 024 970 1 595 301
Other financial
liabilities at
amortised cost
Fair value through
income statement TotalNote
Liabilities
Property lease liabilities non current 4 291 917 291 917
Current interest-bearing debt 7 300 000 300 000
Current portion of property lease liabilities 4 36 517 36 517
Other current liabilities 7 404 947 404 947
Liabilities at 31.12.2022 1 033 380 0 1 033 380
Other financial
liabilities at
amortised cost
Fair value through
income statement Total
2021
Note
Assets
Sub lease receivable non current 4 244 704 244 704
Other non current assets 14 34 259 34 259
Current financial investments 8 1 188 479 1 188 479
Financial derivatives 8 755 755
Sub lease receivable 4 28 881 28 881
Other current assets 7 79 874 79 874
Cash and cash equivalent 158 012 158 012
Assets at 31.12.2021 545 730 1 189 234 1 734 964
Other financial
liabilities at
amortised cost
Fair value through
income statement TotalNote
Liabilities
Property lease liabilities non current 4 278 275 278 275
Current interest-bearing debt 7 200 000 200 000
Current portion of property lease liabilities 4 31 221 31 221
Other current liabilities 7 308 366 308 366
Liabilities at 31.12.2021 817 861 0 817 861
See note 19 to the group financial statement for further information about the group risk factors.
Cont. note 13 Financial risk
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 93
Shares owned or controlled by related party of Wilh. Wilhelmsen Holding ASA at 31 December 2022
Name A shares B shares Total
Part of
total shares
Part of
voting stock
Thomas Wilhelmsen - group CEO 20 834 524 2 288 210 23 122 734 51.87% 61.28%
NOK thousand 2022 2021
KEY MANAGEMENT PERSONNEL
Short-term employee benefits 24 086 26 429
Key management personnel compensation 24 086 26 429
Detailed remuneration disclosures are provided in the remuneration report.
NOK thousand Note 2022 2021
OPERATING REVENUE FROM GROUP COMPANIES
WAWI group 2 815 4 443
Maritime Services 10 120 14 336
Other Strategic Holdings and Investments 19 133 4 467
New Energy 2 138 635
Operating revenue from group companies 1 34 206 23 880
OPERATING EXPENSES TO GROUP COMPANIES
Maritime Services (3 178) (5 910)
Strategic Holdings and Investments (8 784) (6 894)
Operating expenses to group companies 1 (11 962) (12 804)
FINANCIAL INCOME FROM GROUP COMPANIES
WAWI group 221 364
Maritime Services 300 000 380 722
New Energy 7 222
Other Strategic Holdings and Investments 175 401 255 995
Financial income from group companies 1 703 987 636 717
FINANCIAL EXPENSES TO GROUP COMPANIES
Maritime Services (45)
New Energy (105)
Strategic Holdings and Investments (5 360) (2 471)
Financial expenses to group companies 1 (5 509) (2 471)
The ultimate owner of the group Wilh.Wilhelmsen Holding ASA is Tallyman AS, which holds about 61% of voting shares of the company.
Tallyman AS is controlled by Thomas Wilhelmsen.
WWH ASA delivers services to other group companies, primarily human resources,
communication and treasury (“Shared Services”).
In accordance with service level agreements, WilService AS delivers in-house
services such as canteen, post, switchboard and rent of office facilities, Wilhelmsen
Global Business Services delivers accounting services and IT to WWH. Generally,
Shared Services are priced using a cost plus 5% margin calculation, in accordance
with the principles set out in the OECD Transfer Pricing Guidelines and are delivered
according to agreements that are renewed annually.
Note 14 Related party transaction
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 94
Cash pool receivables
New Energy 15 884
Strategic Holdings and Investments 17 257 39 298
Cash pool receivables from group company 9 33 141 39 298
Cash pool payables
Maritime Services (1 572) (11 276)
New Energy (26 579)
Strategic Holdings and Investments (361) (43 340)
Cash pool payables to group company 9 (28 512) (54 616)
NON CURRENT LOAN TO GROUP COMPANIES
Strategic Holdings and Investments 7 35 912 34 259
Non current loan to group companies 35 912 34 259
CURRENT LOAN TO GROUP COMPANIES
New Energy 4 26 281
Current loan to group companies 26 281 0
NON CURRENT SUBLEASE TO GROUP COMPANIES
Strategic Holdings and Investments - Wilservice AS 4 246 252 244 704
Non current sublease to group companies 246 252 244 704
CURRENT SUBLEASE TO GROUP COMPANIES
Strategic Holdings and Investments - Wilservice AS 4 32 708 28 881
Current sublease to group companies 32 708 28 881
Cont. note 14 Related party transaction
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 15 Events after the balance sheet date
NOK thousand Note 2022 2021
ACCOUNT RECEIVABLES AND ACCOUNT PAYABLES WITH GROUP COMPANIES
Account receivables
Maritime Services 4 189 5 155
New Energy 542
Strategic Holdings and Investments 1 385
Account receivables from group companies 7 4 731 6 540
Account payables
Maritime Services (642) (1 396)
Strategic Holdings and Investments (722) (80)
Account payables to group companies 7 (1 365) (1 476)
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 95
Innovation
Yes, even taking out the trash can be improved. Port Services’
waste management dashboard does just that, helping owners and
operators make better decisions on when, how and where vessel
waste should be discharged. A simple, but smart innovation, in 2022
we continued to push our industry’s boundaries. Continuing to develop
the digital supply chain for spare parts through on-demand additive
manufacturing (AM), collaborating with Skyports on our Agency by Air
drone delivery concept and unlocking the true potential of vessel data
as a service through Raa Labs are just a handful of examples.
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 96
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 97
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
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 2022, the income
statement, comprehensive income, 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, and
• the consolidated financial statements of Wilh. Wilhelmsen Holding ASA and its subsidiaries
(the Group), which comprise the balance sheet as at 31 December 2022, 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 comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at
31 December 2022, 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, and
• the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022, 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.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with 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 relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), 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.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
Auditor’s report
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 98
2 / 5
We have been the auditor of the Company for 13 years from the election by the general meeting of the
shareholders on 25 February 2010 for the accounting year 2010.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
The Group’s business activities are largely unchanged compared to last year. We have not identified
regulatory changes, transactions or other event that qualified as new Key Audit Matters for our audit of
the 2022 financial statements. Furthermore, Revenue from contracts with customers has the same
characteristics and risks as in the prior year, and therefore continues to be an area of focus this year.
Key Audit Matters
How our audit addressed the Key Audit Matter
Revenue from contracts with customers
This has been an area of focus for the
audit due to the amounts involved.
Revenue from contracts with customers in
the Maritime Services and New Energy
segments was USD
627 million and USD
310 million respectively for the year
ended
December 31, 202
2.
Further, there is an inherent risk of errors
when a business handles multiple revenue
streams, where each of them consists of
large numbers of transactions that adds
up to material amounts. The inherent risk
of errors incr
eases from the complexity
that sometimes accompan
ies the required
application of management j
udgement,
particularly
in determining the transaction
price and decid
ing when performance
obligations are satisfied.
We refer to note 3 Revenue, where
managem
ent explain the various revenue
streams and how they are accounted for
under IFRS 15
- Revenue from contracts
with customers and IFRS 16
- Leases.
Here, management also explains the
different performance obligations,
measurement of the transaction price a
nd
whether income should be recognized
net or gross
.
We obtained and studied managements’ accounting
policy to assess it against relevant IFRSs. We discussed
with management how the specific requirements of the
standards, in particular IFRS 15
– Revenue from
contracts with customers, were met. We found that we
were able to agree with management about their
accounting policies and that their assessments were
reasonable.
To assess the accuracy of
recorded revenues
, we tested,
on a sample basis, each
revenue stream towards
information such as contract terms, invoices and bank
payments. We found that the revenue was recorded
accurate and in accordance with underlying
documentation.
Further, to assess the determined transaction prices, we
obtained an u
nderstanding of the price for services and
products, including discounts and customer bonus
through interviews with management, walkthroughs and
review of process descriptions. In addition, we obtained
and read a selection of customer contracts to understand
whether the determined prices were in accordance with
the contract terms. We found no significant deviations in
management's assessments.
Through interviews with management and review of a
selection of sales documentation such as customer
contracts and
invoices, we obtained an understanding of
assumptions
applied by management in deciding when
performance obligations were satisfied. We concluded
that management’s assumptions were reasonable.
We compared the related disclosures in note 3 to the
financial statements for the Group to the requirements of
Auditor’s report
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 99
3 / 5
the applicable financial reporting framework, IFRS. We
found that the disclosure appropriately explained the
revenue from contracts with customers and lease
revenu
e.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other information
accompanying the financial statements otherwise appear to be materially misstated. We are required
to report if there is a material misstatement in the Board of Directors’ report or the other information
accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with simplified application of international accounting standards according to the
Norwegian Accounting Act section 3-9, and for the preparation and true and fair view 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 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,
Auditor’s report
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 100
4 / 5
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with 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 and 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's 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 a true and fair view.
• 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 Audit Committee 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
Auditor’s report
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 101
5 / 5
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Wilh. Wilhelmsen Holding ASA, we have performed
an assurance engagement to obtain reasonable assurance about whether the financial statements
included in the annual report, with the file name Wilhelmsen Holding-2022-12-13-en, have been
prepared, in all material respects, in compliance with the requirements of the Commission Delegated
Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and
regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes
requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of
the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 22 March 2023
PricewaterhouseCoopers AS
Thomas Fraurud
State Authorised Public Accountant
(This document is signed electronically)
Auditor’s report
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 102
Responsibility statement
We confirm, to the best of our knowledge, that the condensed set of financial
statements for the period 1 January to 31 December 2022 have been prepared in
accordance with current applicable accounting standards and give a true and fair
view of the group assets, liabilities, financial position and profit for the entity and the
group taken as a whole.
We also confirm, that the Board of Directors’ Report includes a true and fair review of
the development and performance of the business and the position of the entity and
the group, together with a description of the principal risks and uncertainties facing
the entity and the group.
Lysaker, 22 March 2023
The board of directors of Wilh. Wilhelmsen Holding ASA
Electronically signed
Carl E Steen (chair) Morten Borge Rebekka Glasser Herlofsen
Ulrika Laurin Trond Westlie Thomas Wilhelmsen (group CEO)
Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 103
A targeted approach
To progress the group’s ambition for net zero emissions in own
operations by 2030, the group established 2022 as a base year and
set minimum targets for consolidated companies Scope 1 and 2
emissions based on guidance from the Science based targets
initiative (SBTi). Targets for Scope 3 will be developed in 2023.
Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 104
Corporate
structure
5
Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 105
Bjørge Grimholt
(Executive vice president Maritime Services)
Jan Eyvin Wang
(Executive vice president New Energy)
At 31 December 2022
Corporate structure
WILH. WILHELMSEN HOLDING ASA, NORWAY
Treasure ASA, Norway
76.98%
WWH group
Unless otherwise stated, the company is wholly-owned.
Wallenius Wilhelmsen ASA,
Norway 37.87%
Maritime Services Segment
Wilhelmsen Maritime Services AS,
Norway
Wilhelmsen New Energy AS,
Norway
New Energy Segment
For group company list sorted by business area see below list.
GROUP MANAGEMENT TEAM
Benedicte Teigen Gude
(Chief of Staff)
Christian Berg
(group CFO)
Thomas Wilhelmsen
(group CEO)
Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 106
Wallenius
Wilhelmsen ASA
37.87%
Treasure ASA
76.98%
Wilhelmsen
GRC Sdn.Bhd.
Den Norske
Amerikalinje AS
Hyundai Glovis Ltd
11.00%
Unless otherwise stated, the company is wholly-owned.
* Wilh.Wilhelmsen Holding Invest Malta Ltd is owned by Wilhelmsen New Energy AS.
** 51% owned by Wilh Wilhelmsen Holding ASA and 49% of the shares are owned by NorSea Group.
WilNor Governmental
Services AS
100% **
Olavsvern Group AS
66%
WilService AS,
Norway
Wilh. Wilhelmsen Holding Invest Malta Ltd *
Wilhelmsen Accounting
Services AS,
Norway
Wilh. Wilhelmsen
Invest AS
COMPANY NAME COUNTRY OWNERSHIP %
Hyundai Glovis Co., Ltd. Korea, Republic of 11.00%
Wilhelmsen GRC Sdn Bhd Malaysia 100.00%
Wilh. Wilhelmsen Holding Invest Malta Limited Malta 100.00%
Den Norske Amerikalinje AS Norway 100.00%
Olavsvern Group AS Norway 66.00%
Treasure ASA Norway 76.98%
Wallenius Wilhelmsen ASA Norway 37.87%
Wilh. Wilhelmsen Invest AS Norway 100.00%
Wilhelmsen Accounting Services AS Norway 100.00%
Wilhelmsen Project 1 AS Norway 100.00%
WILNOR Governmental Services AS Norway 100.00%
WilService AS Norway 100.00%
WILH. WILHELMSEN HOLDING ASA, NORWAY
Strategic Holdings and Investments
Wilhelmsen Chemicals AS,
Norway
Wilhelmsen Insurance
Services AS, Norway
Denholm Port Services Ltd
40%, UK
Wilhelmsen Port Services
Wilhelmsen Port
Services AS, Norway
Wilhelmsen Global
Business Services
Wilhelmsen Global Business
Services AS, Norway
Unless otherwise stated, the company is wholly-owned.
Business area Legal entity
Wilhelmsen Ship
Management
Wilhelmsen Ship
Management
Holding AS Norway
Wilhelmsen Ships Service
Wilhelmsen Ships
Service AS, Norway
For group company list sorted by business area see below list.
WILHELMSEN MARITIME SERVICES AS, NORWAY
Maritime services
Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 107
Maritime services
COMPANY NAME COUNTRY OWNERSHIP %
Wilhelmsen Maritime Services
Wilhelmsen Global Business Services Sdn. Bhd. Malaysia 100.00%
Wilhelmsen Insurance Services AS Norway 100.00%
Wilhelmsen Maritime Services AS Norway 100.00%
Wilhelmsen Chemicals AS Norway 100.00%
Wilhelmsen Global Business Services AS Norway 100.00%
Wilhelmsen Business Service Center Sp z o.o. Poland 100.00%
Denholm Port Services Limited United Kingdom 40.00%
Wilhelmsen Ship Management
Wilhelmsen Ship Management Serviços Marítimos do Brasil Ltda. Brazil 100%
Wilhelmsen Marine Personnel d.o.o. Croatia 100%
Diana Wilhelmsen Management Limited Cyprus 50%
Barber Ship Management Germany GmbH & Co. KG Germany 80%
Verwaltung Wilhelmsen Ahrenkiel GmbH Germany 100%
Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG Germany 50%
Barklav (Hong Kong) Limited Hong Kong 50%
BWW LPG Limited Hong Kong 49%
Wilhelmsen Marine Personnel (Hong Kong) Limited Hong Kong 100%
Wilhelmsen Ship Management Limited Hong Kong 100%
WSM Global Services Limited Hong Kong 100%
Wilhelmsen Ship Management (India) Private Limited India 100%
Wilhelmsen Ship Management Korea Ltd Korea, Republic of 100%
Wilhelmsen Ship Management Sdn Bhd Malaysia 100%
Wilhelmsen Ahrenkiel Ship Management B.V Netherlands 100%
Wilhelmsen Marine Personnel (Norway) AS Norway 100%
Wilhelmsen Ship Management (Norway) AS Norway 100%
Wilhelmsen Ship Management Holding AS Norway 100%
WSM Invest AS Norway 100%
OOPS (Panama) S.A Panama 100%
Wilhelmsen-Smith Bell Manning, Inc Philippines 25% *
Wilhelmsen Marine Personnel Sp. z o.o. Poland 100%
Barklav S.R.L. Romania 100%
Wilhelmsen Marine Personnel Novorossiysk LLC Russian Federation 100%
Wilhelmsen Ship Management Singapore Pte Ltd. Singapore 100%
Wilhelmsen Ship Management Denizcilik Ve Ticaret Anonim Sirketi Turkey 100%
Wilhelmsen Marine Personnel (Ukraine) Ltd Ukraine 100%
Wilhelmsen Ship Management (USA), Inc. United States 100%
Wilhelmsen Marine Personnel (Ukraine) Ltd Ukraine 100.00%
Wilhelmsen Ship Management (USA) Inc United States 100.00%
Wilhelmsen Port Services
Wilhelmsen Ships Service Algeria S.P.A. Algeria 49.00% *
Cargomax Pty Ltd Australia 100.00%
Hunter Marine Holdings Pty Ltd Australia 60.00%
Hunter Marine Surveyors Pty Ltd Australia 100.00%
Wilhelmsen Port Services (Australia) Pty Ltd Australia 100.00%
WLB Shipping Pty. Ltd. Australia 100.00%
WWHI Property Australia Pty Ltd Australia 100.00%
Almoayed Wilhelmsen (Ltd) W.L.L Bahrain 40.00% *
Vopak Agencies Antwerpen NV Belgium 100.00%
Wilhelmsen Port Services Belgium N.V Belgium 100.00%
Wilhelmsen Port Services Brasil Ltda Brazil 100.00%
Wilhelmsen Ships Service Ltd [Bulgaria] Bulgaria 100.00%
Wilhelmsen Ships Service Agencia Maritima S.A. Chile 100.00%
Wilhelmsen Huayang Ships Service (Beijing) Co., Ltd. China 50.00%
Wilhelmsen Huayang Ships Service (Shanghai) Co. Ltd. China 49.00%
Wilhelmsen Ships Service Colombia S.A.S. Colombia 100.00%
Wilhelmsen Ships Service Cote d'Ivoire SARL Cote d'Ivoire 100.00%
Wilhelmsen Ships Service Ecuador S.A. Ecuador 100.00%
Barwil Arabia Shipping Agencies SAE Egypt 50.00%
Barwil Egytrans Shipping Agencies S.A.E. Egypt 49.00% *
Scan Arabia Shipping Agencies S.A.E. Egypt 49.00% *
Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 108
cont. Maritime services
COMPANY NAME COUNTRY OWNERSHIP %
Wilhelmsen Port Services
Auxiliaire Maritime SAS France 100.00% *
Wilhelmsen Ships Service France SAS France 100.00%
Tbilisi Dry Port LLC Georgia 55.00%
Wilhelmsen Ships Service Georgia Ltd Georgia 50.00%
Barwil Agencies GmbH Germany 100.00%
Vopak Agencies Germany GmbH Germany 100.00%
Wilhelmsen Ships Service (Gibraltar) Limited Gibraltar 100.00%
Wiltrans (Gibraltar) Limited Gibraltar 100.00%
Wilhelmsen Ships Agency Hellas SM S.A Greece 100.00%
Wilhelmsen Port Services (Hong Kong) Limited Hong Kong 100.00%
Wilhelmsen Maritime Services Private Limited India 100.00%
Barwil For Maritime Services Co. Ltd. Iraq 100.00%
Iraqi-Norwegian Co For Marine Navigation & Maritime Services Ltd Iraq 100.00%
Wilhelmsen Ships Service (Japan) Pte Ltd -Japan Branch Japan 100.00%
Wilhelmsen Ships Service Ltd. (Kenya) Kenya 100.00%
Wilhelmsen Hyopwoon Port Services Ltd Korea, Republic of 50.00%
Alghanim Wilhelmsen Shipping Co.W.L.L Kuwait 49.00%
Wilhelmsen Freight & Logistics Sdn Bhd Malaysia 100.00%
Wilhelmsen Port Services Malaysia Sdn Bhd Malaysia 100.00%
Wilhelmsen Ships Service Holdings Sdn. Bhd. Malaysia 100.00%
Wilhelmsen Ships Service Malta Limited Malta 100.00%
Wilhelmsen Ships Service (Mozambique), Limitada Mozambique 100.00%
Wilhelmsen Ships Service (Myanmar) Limited Myanmar 100.00%
Diize B.V. Netherlands 50.00%
Vopak Agencies Amsterdam B.V. Netherlands 100.00%
Vopak Agencies B.V. Netherlands 100.00%
Vopak Agencies Rotterdam B.V. Netherlands 100.00%
Vopak Agencies Terneuzen B.V. Netherlands 100.00%
Wilhelmsen Port Services B.V. Netherlands 100.00%
Wilhelmsen Port Services Limited New Zealand 100.00%
Wilhelmsen Port Services AS Norway 100.00%
Wilhelmsen Port Services Norway AS Norway 100.00%
Wilhelmsen Towell Co. L.L.C. Oman 60.00%
Barwil Agencies, S.A. Panama 100.00%
Intertransport Air Logistics, S.A. Panama 100.00%
Lowill S.A. Panama 100.00%
Scan Cargo Services S.A. Panama 100.00%
Transcanal Agency, S.A. Panama 100.00%
Wilhelmsen-Smith Bell (Subic), Inc. Philippines 50.00%
Wilhelmsen-Smith Bell Shipping, Inc. Philippines 40.00%
Wilhelmsen Port Services Sp. z o.o. Poland 100.00%
Argomar - Navegacao e Transportes, S.A. Portugal 100.00%
Perez Torres Portugal Lda Portugal 50.00%
Wilhelmsen Ships Service Portugal, S.A. Portugal 100.00% *
Wilhelmsen Ships Service QFZ LLC Qatar 100.00%
Wilhelmsen Ships Service Qatar Ltd. Qatar 0.00%
Barwil Star Agencies SRL Romania 100.00%
Wilhelmsen Ships Service OOO Russian Federation 100.00%
Binzagr Barwil Marine Transport Co. Ltd. Saudi Arabia 50.00%
Barwil Agencies Ltd. For Shipping Saudi Arabia 70.00%
Wilhelmsen Ships Service Senegal SUARL Senegal 100.00%
Wilhelmsen Port Services (S) Pte. Ltd. Singapore 100.00% *
Wilhelmsen Port Services Global Pte. Ltd. Singapore 100.00%
Wilhelmsen Ships Service (Japan) Pte. Ltd. Singapore 100.00%
Barwil (South Africa) Pty Ltd South Africa 100.00%
Krew-Barwil (Pty) Ltd. South Africa 49.00%
Wilhelmsen Ships Service South Africa (Pty) Ltd South Africa 100.00%
Wilhelmsen Port Services Spain S.L Spain 100.00%
Wilhelmsen Ships Service Canarias SA Spain 100.00% *
Baasher Barwil Agencies Ltd. Sudan 50.00%
Alarbab For Shipping Co. Ltd Sudan 0.00%
Ocean Shipping Co. Ltd Sudan 0.00%
Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 109
* Additional profit share agreement
cont. Maritime services
COMPANY NAME COUNTRY OWNERSHIP %
Wilhelmsen Port Services
Vopak Agencies Sweden AB Sweden 50.00%
Wilhelmsen Port Services (Taiwan) Inc. Taiwan (Province of China) 100.00%
Wilhelmsen Ships Service Limited [Tanzania] Tanzania, United Republic of 49.00% *
Wilhelmsen Ships Service (Thailand) Ltd. Thailand 49.00% *
Wilhelmsen Denizcilik Hizmetleri Ltd. Sti Turkey 100.00%
Wilhelmsen Ships Service Ukraine Ltd. Ukraine 100.00%
Triangle Shipping Agencies LLC United Arab Emirates 49.00% *
Wilhelmsen Marine Products LLC -Abu Dhabi United Arab Emirates 49.00% *
Wilhelmsen Port Services LLC United Arab Emirates 85.00%
Wilhelmsen Port Services LLC United Arab Emirates 100.00%
Wilhelmsen W P S Dubai Port Services LLC United Arab Emirates 49.00% *
Barwil Abu Dhabi Ruweis L.L.C. United Arab Emirates 0.00% *
Vopak Agencies Americas Corp United States 100.00%
Wilhelmsen Port Services, Inc. United States 100.00%
Wilhelmsen Sunnytrans Co., Ltd Vietnam 49.00%
International Shipping Co. Ltd. Yemen 0.00% *
Wilhelmsen Ships Service
Unitor Ships Service NV Netherlands Anthilles (Netherlands Antilles) 100.00%
Wilhelmsen Ships Service Argentina S.A. Argentina 100.00%
Wilhelmsen Marine Products Pty Ltd Australia 100.00%
Wilhelmsen Ships Service do Brasil Ltda. Brazil 100.00%
Wilhelmsen Ships Service Inc. (Canada) Canada 100.00%
Wilhelmsen Ships Service (Chile) S.p.A. Chile 100.00% *
Wilhelmsen Ships Service Co., Ltd. (China) China 100.00%
Wilhelmsen Ships Service Cyprus Ltd Cyprus 100.00%
Wilhelmsen Ships Service A/S Denmark 100.00%
Wilhelmsen Ships Service LLC - Free Zone Egypt 100.00% *
Wilhelmsen Ships Service Oy Ab Finland 100.00%
Wilhelmsen Marine Products France SAS France 100.00% *
Wilhelmsen Ships Service GmbH Germany 100.00%
Wilhelmsen Ships Service Hellas S.A. Greece 100.00%
Wilhelmsen Marine Products India Private Limited India 100.00% *
Wilhelmsen Ships Service S.p.A. Italy 100.00%
Wilhelmsen Ships Service Co. Ltd (Japan) Japan 100.00%
Wilhelmsen Ships Service Co., Ltd (S.Korea) Korea, Republic of 100.00%
Wilhelmsen Ships Service Trading Sdn. Bhd. Malaysia 100.00%
Unitor De Mexico, S.A. de C.V. Mexico 100.00%
Wilhelmsen Ships Service B.V. Netherlands 100.00%
Wilhelmsen Ships Service Limited [New Zealand] New Zealand 100.00% *
Stromme AS Norway 100.00% *
Wilhelmsen Marine Products Contracting AS Norway 100.00%
Wilhelmsen Ships Service AS Norway 100.00%
Wilhelmsen Ships Service, S.A. Panama 100.00%
Wilhelmsen Ships Service Philippines Inc. Philippines 100.00%
Wilhelmsen Ships Service Polska Sp. z o.o. Poland 100.00%
Wilhelmsen Marine Products Ltd Russian Federation 100.00%
Havtec Pte. Ltd. Singapore 100.00%
Unitor Cylinder Pte. Ltd. Singapore 100.00%
Wilhelmsen Ships Service (S) Pte. Ltd. Singapore 100.00%
Timm Slovakia s.r.o Slovakia 100.00%
Wilhelmsen Ships Service (Pty) Ltd. (South Africa) South Africa 100.00%
Wilhelmsen Ships Service Spain S.A. Spain 100.00%
Wilhelmsen Ships Service AB Sweden 100.00%
Wilhelmsen Lojistik Hizmetleri Ticaret Ltd. Sti Turkey 100.00%
Wilhelmsen Ships Service (L.L.C.) United Arab Emirates 49.00%
Wilhelmsen Ships Service AS - Dubai Branch United Arab Emirates 100.00%
Wilhelmsen Ships Service Limited (UK) United Kingdom 100.00%
Unitor Holding Inc. United States 100.00%
Wilhelmsen Ships Service Inc. (USA) United States 100.00%
Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 110
* NorSea Wind Holding AS is owned 50% by Wilhelmsen Ship Management Holding AS and NorSea Group.
NorSea Wind Holding AS *
RaaLabs AS
Massterly AS
50%
Dolittle AS
46.15%
Loke Marine Minerals AS
18%
Ivaldi Group Inc
10%
Reach Subsea ASA
20.43%
Edda Wind ASA
25.66%
Wilhelmsen New Energy AS
Topeka Holding AS
Topeka Nattruten AS
NorSea Group AS
98.96%
COMPANY NAME COUNTRY OWNERSHIP %
Norsea Group (Australia) Pty Ltd Australia 100.00%
Norsea Denmark A/S Denmark 100.00%
NorSea Denmark Property A/S Denmark 100.00%
Norsea Wind A/S Denmark 100.00%
NSG Wind A/S Denmark 100.00%
Norsea Wind GmBH Germany 100.00%
Norsea Wind BV Netherlands 100.00%
Energy Innovation Holding AS Norway 50.00%
Hammerfest Næringsinvest AS Norway 32.26%
Maritime Waste Management AS Norway 100.00%
Orvikan Eiendom AS Norway 100.00%
Polarbase Eiendom AS Norway 97.97%
Strandparken Holding AS Norway 50.00%
Tangen 7 Invest AS Norway 100.00%
Elevon AS Norway 50.00%
KONCIV AS Norway 47.50%
Norsea Fighter AS Norway 100.00%
Norsea Impact AS Norway 100.00%
Nsg Maritime AS Norway 85.00%
Ventyr Energy AS Norway 50.00%
For group company list sorted by business area see below list.
WILH. WILHELMSEN HOLDING ASA, NORWAY
New Energy
Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 111
cont. New Energy
COMPANY NAME COUNTRY OWNERSHIP %
Westport AS Norway 66.67%
Westport Bergen AS Norway 100.00%
Windworks Jelsa AS Norway 33.33%
Norsea Logistics AS Norway 100.00%
Norsea Norbase AS (fka Norbase AS) Norway 78.95%
Norsea Polarbase AS Norway 95.14%
OS Expressene AS Norway 100.00%
Polar Algae AS Norway 60.02%
Polar Lift AS Norway 50.00%
Averoy Eiendom AS Norway 100.00%
Dusavik Utvikling AS Norway 93.50%
Eldøyane Næringspark AS Norway 37.97%
K2 Stavanger AS Norway 13.45%
Love Miljøbase AS Norway 33.33%
Norsea Eiendom Dusavik AS Norway 100.00%
Norsea Eiendom Tananger AS Norway 100.00%
Norsea Property AS Norway 100.00%
Norsea Tananger 107 AS Norway 100.00%
Risavika Eiendom AS Norway 42.00%
Risavika Havnering 14 AS Norway 100.00%
Sørsea AS Norway 50.00%
Tananger Eiendom AS Norway 100.00%
Vestbase Eiendom AS Norway 100.00%
Vikan Næringspark Invest AS Norway 100.00%
CCB Energy Holding AS Norway 50.00%
CCB Holding AS Norway 50.00%
CCB Subsea AS Norway 68.00%
Coast Center Base AS Norway 100.00%
KS Coast Center Base Norway 49.75%
Logiteam AS Norway 68.00%
Norsea Industrial Holdings AS Norway 100.00%
Dolittle AS Norway 45.98%
Edda Wind ASA Norway 25.66%
Massterly AS Norway 50.00%
Norsea Group AS Norway 98.96%
RAA Investment AS Norway 69.87%
Raa Labs AS Norway 100.00%
Reach Subsea ASA Norway 20.51%
Topeka Holding AS Norway 100.00%
Topeka MPC Maritime AS Norway 50.00%
Topeka Nattruten AS Norway 100.00%
Ventyr Synergies AS Norway 100.00%
Wilhelmsen New Energy AS Norway 100.00%
Wilhelmsen Wind Carriers AS Norway 100.00%
Norsea Wind Holding AS Norway 100.00%
Elevon AB Sweden 100.00%
Norsea 123 Limited United Kingdom 100.00%
Norsea UK Ltd United Kingdom 100.00%
Norsea Wind Limited United Kingdom 100.00%
Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 112
Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 113
