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Wilh. Wilhelmsen ASA

Quarterly Report Feb 9, 2017

3790_rns_2017-02-09_be75f5d1-3bac-44c1-b3da-3c1bc03ecdfa.pdf

Quarterly Report

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FOURTH QUARTER 2016

Report for the fourth quarter of 2016 and preliminary year-end Proportionate method1

Highlights for the fourth quarter

Wilh. Wilhelmsen Holding group:

  • o Increase in total income and operating profit
  • o Board proposes first dividend of NOK 3.50 per share and shareholder approval to declare a second dividend of up to NOK 2.50 per share

Wilh. Wilhelmsen ASA:

  • o Higher ocean transported volumes and positive underlying results from logistics segment
  • o Results negatively impacted by non-recurring items
  • o New ownership structure for jointly owned shipping and logistics investments agreed. Completion of merger pending competition authorities approval

Wilhelmsen Maritime Services:

  • o Stable underlying result when adjusting for discontinued operations
  • o Sale transactions of safety portfolio and Callenberg Technology Group completed with a total net gain
  • o Reduced debt from cash sales proceeds

Holding and investments:

  • o Increased net result contribution from Treasure ASA's investment in Hyundai Glovis (reported one quarter in arrears)
  • o Positive contribution from NorSea Group due to property sales gain

Key financial figures

Proportional method

USD mill Q-on-Q Y-o-Y 01.01- 01.01- Y-o-Y
- unless otherwise indicated Q4'16 Q3'16 Change Q4'15 Change 31.12.16 31.12.15 Change
Total income 710 656 8 % 770 -8 % 2 843 3 173 -10 %
- Wilh. Wilhelmsen ASA 450 418 8 % 506 -11 % 1 832 2 124 -14 %
- Wilhelmsen Maritime Services 233 225 3 % 263 -11 % 928 1 010 -8 %
- Holding & Investments 3
3
1
8
7 106 6
4
- Eliminations -5 -6 -6 -23 -42
EBITDA 129 105 22 % 143 -10 % 538 398 35 %
- Wilh. Wilhelmsen ASA 4
3
6
9
-38 % 106 -60 % 340 227 50 %
- Wilhelmsen Maritime Services 6
3
2
5
>100% 3
7
70 % 131 138 -6 %
- Holding & Investments 2
3
1
1
0 6
7
3
2
- Eliminations 0 0 0 0 0
Operating profit/EBIT 86 62 37 % 96 -11 % 367 165 >100%
- Wilh. Wilhelmsen ASA 4 3
2
-87 % 6
5
-93 % 192 6
7
>100%
- Wilhelmsen Maritime Services 5
9
1
9
>100% 3
2
84 % 108 6
5
66 %
- Holding & Investments 2
3
1
1
0 6
7
3
2
- Eliminations 0 0 0 0 0
Financial income/(expenses) -10 -3 -5 -60 -117
Tax income/(expenses) -28 -9 3
7
-53 8
Minority interests 2 1
1
2
3
5
3
2
Profit/(loss) after minority 45 40 13 % 105 -57 % 201 54 >100%
- Wilh. Wilhelmsen ASA -15 1
8
neg. 5
9
neg. 8
2
-29 neg.
- Wilhelmsen Maritime Services 3
8
1
2
>100% 4
4
-14 % 6
4
5
0
28 %
- Holding & Investments 2
2
9 3 5
5
3
3
- Eliminations 0 0 0 0 0
EPS (USD) 0,97 0,86 13 % 2,27 -57 % 4,33 1,16 >100%

1 While the equity method provides a fair presentation of the group's financial position in joint ventures, the group's internal financial segment reporting is based on the proportionate method. The major contributors in Wilh. Wilhelmsen ASA are joint ventures and hence the proportionate method gives management a higher level of information and a fuller picture of the group's operations. For Wilhelmsen Maritime Services and Holding and Investments the financial reporting will be the same for both the equity and the proportionate methods.

The same accounting principles are applied in both the management reports and the financial accounts, and comply with the International Financial Reporting Standards (IFRS).

Financial summary

Result for the fourth quarter

Total income for the Wilh. Wilhelmsen Holding ASA group (WWH) was USD 710 million in the fourth quarter of 2016, up 10% from the previous quarter.

All business segments experienced higher income for the quarter. Increased volumes in shipping and higher operating revenue from logistics lifted income for Wilh. Wilhelmsen ASA (WWASA). Total income in Wilhelmsen Maritime Services (WMS) was positively impacted from the sale of safety business to Survitec Group Ltd. The underlying operating revenue in WMS reflected a positive catch up towards the end of the quarter. Total income was also up in Holding and Investment mainly due to increased net result in Hyundai Glovis and NorSea Group.

The operating profit for the quarter was USD 86 million, which is an increase of 37% from the previous quarter. When adjusting for nonrecurring items in WWASA mainly due to antitrust provisions, and WMS net sales gain and restructuring costs, operating profit increased with 29%.

Net financials were negative with USD 10 million in the fourth quarter. Net interest rate derivatives were positive, offset by a net financial currency loss.

Tax expense was included with USD 28 million in the fourth quarter.

Minority interests' share of net profit for the quarter was USD 2 million.

Profit after tax and minority interests totalled USD 45 million in the fourth quarter, up from USD 40 million in the third quarter.

Preliminary result for the year

Total income for WWH was USD 2 843 million in the year 2016 compared with USD 3 173 million in 2015, a 10% reduction. A slowdown in global trade, weak commodity prices and a strong USD continued to negatively impact total income for the group.

WWASA's total income was down 14% from the previous year. Operating revenue from shipping related activities declined, mainly due to reduced Korean car volumes. Income from logistics activities was up, supported by a non-recurring acquisition gain.

WMS experienced an 8% reduction in total income compared with 2015. Weak shipping and offshore markets and a strong USD continued to have a negative impact on income. Sale of activities further reduced operating revenue in the fourth quarter, while a corresponding net sales gains had a positive impact on total income.

Income from the Holding and Investment segment was up for the year, mainly due to increased profit in Hyundai Glovis.

Operating profit amounted to USD 367 million in the year compared with USD 165 million in the previous year. The improvement was due to material non-recurring items negatively impacting 2015 results, while having a positive impact on 2016 results.

Year 2015 MUSD
Reported EBIT 165
Q1'15 WWASA HG share reduction gain 26
Q3'15 WWASA anti-trust provision -200
Q3'15 WMS impairment charge -50
Q4'15 WMS pension gain 4
Total material non-recurring items -220
Adjusted EBIT 385
Year 2016 MUSD
Reported EBIT 367
Q1'16 WWASA logistics gain 80
Q4'16 WWASA anti-trust accrual -31
Q4'16 WWASA restructuring cost -6
Q4'16 WMS sales gain 60
Q4'16 WMS transaction cost -8
Q4'16 WMS restructuring cost -8
Total material non-recurring items 87
Adjusted EBIT 280

Excluding these main non-recurring items, the operating profit was down 27% for the year.

Net financials was an expense of USD 60 million in 2016. Investment management and interest income contributed positively with a total of USD 25 million while interest expenses were USD 80 million. Combined interest rate and bunker derivatives and net financial currency were a loss of USD 8 million for the year.

Tax was included with an expense of USD 53 million.

Minority interests' share of profit was USD 53 million, of which USD 34 million was related to minority shareholders in WWASA and USD 18 million was related to minority shareholders in Treasure ASA.

Net profit after tax and minority interests was USD 201 million in 2016 compared with USD 54 million in 2015.

Wilh. Wilhelmsen ASA

The Wilh. Wilhelmsen ASA group (WWASA) is a global provider of shipping and logistics services towards car and ro-ro customers. WWH owns 72.7% of WWASA. In line with accounting standards, all revenue and expenses in WWASA are reported in full with minority interest included after net profit/(loss).

Key figures - Wilh. Wilhelmsen ASA
USD mill Q-on-Q Y-o-Y 01.01- 01.01- Y-o-Y
- unless otherwise indicated Q4'16 Q3'16 Change Q4'15 Change 31.12.16 31.12.15 Change
Total income 450 418 8 % 506 -11 % 1 832 2 124 -14 %
- Shipping 365 337 8 % 433 -16 % 1 431 1 800 -20 %
- Logistics 9
2
8
9
4 % 8
3
11 % 444 389 14 %
- Holding/eliminations -8 -8 -8 344 -29
EBITDA 43 69 -38 % 106 -60 % 340 227 50 %
- EBITDA margin (%) 9,5 % 16,5 % 20,9 % 18,6 % 10,7 %
Operating profit/EBIT 4 32 -87 % 98 -96 % 192 67 >100%
- EBIT margin (%) 0,9 % 7,6 % 19,3 % 10,5 % 3,2 %
- Financial income/(expense) 0 0 -13 -37 -128
- Tax income/(expense) -24 -6 3
0
-39 2
3
Profit/(loss) -20 26 81 116 -38
- Profit margin (%) -4,4 % 6,1 % 16,0 % 6,4 % -1,8 %
- Minority interests -4 8 2
2
3
4
-9
Profit/(loss) after minority -15 18 59 82 -29

Result for the fourth quarter

The results reported under the WWASA segment exclude historic results from activities demerged into Treasure ASA on 8 June 2016. The WWH segment accounts for WWASA will as such deviate from the results reported by WWASA prior to the demerger.

The total income for the Wilh. Wilhelmsen ASA group (WWASA) was USD 450 million in the fourth quarter, up 8% from the third quarter 2016. The operating profit ended at USD 4 million, down from USD 32 million in the previous quarter.

The underlying result in the fourth quarter improved quarter on quarter with increased volumes in the shipping segment and positive contribution from the logistics segment.

The quarter was negatively affected by two larger non-recurring items. An additional provision of USD 31 million was made in relation to the ongoing anti-trust investigations in joint venture companies EUKOR Car Carriers and Wallenius Wilhelmsen Logistics. In connection to the proposed merger, WWASA has recorded initial expenses related to severance pay and pensions of USD 6 million.

Net financial expenses amounted to USD nil million both in the forth quarter and the previous quarter, positively affected by unrealised gains from financial instruments.

The group recorded a tax expense of USD 24 million for the quarter, up compared with a tax expense of USD 6 million in third quarter.

Net loss after tax was USD 20 million in the fourth quarter, of which a loss of USD 15 million was attributed to WWH.

WWASA shipping

WWASA's shipping segment includes shipping activities within Wallenius Wilhelmsen Logistics (WWL, owned 50%), EUKOR Car Carrier (EUKOR, owned 40%) and American Roll-on-Roll-off Carrier (ARC, owned 50%), as well as certain shipowning activities outside the operating companies.

WWASA's operating entities transported 16.2 million cubic metres (CBM) of cargo in the fourth quarter, a 7% increase quarter on quarter. Increased volumes in the fourth quarter had a positive effect on the operating profit. But the cargo mix and rate pressure continued to be unfavourable.

Automotive and high and heavy markets

In key markets, total light vehicle sales in the fourth quarter rose by 10% from the third quarter. Japanese car exports developed positively with a 13% growth quarter on quarter. Car exports out of Korea were 28% higher in the quarter than the previous one.

The global construction equipment market continued its overall relatively soft development in the fourth quarter. The global demand for mining equipment remained flat at a low level, while global demand for agriculture equipment continued the weak trend.

Tonnage update

The WWASA group companies reduced their operated fleet from 130 to 127 vessels in the fourth quarter. One vessel was sold for green recycling while two were redelivered to external owners. The group companies control approximately 22% of the global fleet. The group companies have a combined lifting capacity of 865 000 CEU. The group companies including owners have six vessels under construction at shipyards in Korea and China.

WWASA logistics

WWASA's logistics segment includes logistics activities within Wallenius Wilhelmsen Logistics (WWL, owned 50%) and American Shipping and Logistics Group (ASL, owned 50%).

The total income and operating profit were USD 92 million and USD 6 million respectively. Due to internal cost allocations, the operating profit was weaker compared with the previous quarter. However, underlying results were positive.

WWASA share price development

As of 31 December 2016, the market value of WWH's shares in WWASA was NOK 5 408 million. This represented NOK 117 per outstanding share in WWH (WWI and WWIB).

Value of investment: End
Wilh. Wilhelmsen ASA Q4'16
WWASA share price (NOK) 33,80
WWASA shares held by WWH (million) 160
Value of WWH shareholding (NOK million) 5 408
Value per WWI/WWIB share (NOK) 117

Update on the anti-trust investigation

Additional provisions of USD 31 million for WWASA's share have been made related to anti-trust investigations in joint venture companies. This totals a provision of USD 231 million when including the provision made in the third quarter of 2015.

The ongoing investigations of WWL and EUKOR are confidential. WWASA is therefore not in a position to comment on the remaining investigations. The processes are expected to continue to take time, but further clarifications are expected during 2017.

New ownership structure for joint ventures

Wilhelmsen and Wallenius have signed an agreement leading to a new ownership structure for their jointly owned investments in Wallenius Wilhelmsen Logistics, EUKOR Car Carriers and American Roll on Roll off Carrier. The extraordinary general meetings of the respective owning companies have approved the proposed merger.

The completion of the merger is pending approval from competition authorities, which is expected during April 2017.

WWASA will issue shares to Wallenius in exchange for their shares in the currently joint investments. At the completion of the merger, WWH and Wallenius will hold respectively 37.8% and 48% of the new entity to be named Wallenius Wilhelmsen Logistics ASA. The parties have agreed that Wallenius will reduce its shareholding subsequent to the merger, whereby both parties eventually will have an equal shareholding in the new entity. For a full description of the transaction agreement, please refer to the Stock Exchange Notices from WWH and WWASA dated 22 December 2016.

In addition to establishing a common owner and governance structure, the proposed merger is expected to enable synergies in the high end of a USD 50-100 million range by combining the assets and harvesting economies of scale, including more optimal tonnage planning, and administrative, commercial and operational efficiencies between the entities.

Wilhelmsen Maritime Services

The Wilhelmsen Maritime Services group (WMS) is a global provider of ships service and ship management towards the maritime industry. WMS is a wholly-owned subsidiary of WWH.

Key figures - Wilhelmsen Maritime Services
USD mill
- unless otherwise indicated
Q4'16 Q3'16 Q-on-Q
Change
Q4'15 Y-o-Y
Change
01.01-
31.12.16
01.01-
31.12.15
Y-o-Y
Change
Total income 233 225 3 % 263 -11 % 928 1 010 -8 %
- Ships service 159 150 6 % 163 -3 % 611 646 -5 %
- Ship management 1
2
1
1
5 % 1
3
-8 % 4
7
5
3
-10 %
- Technical solutions 1
9
6
3
-71 % 8
6
-78 % 224 306 -27 %
- Corporate/other/eliminations 4
4
1 1 4
7
6
EBITDA 63 25 >100% 37 70 % 131 138 -6 %
- EBITDA margin (%) 27,2 % 11,0 % 14,2 % 14,1 % 13,7 %
Operating profit/EBIT 59 19 >100% 32 84 % 108 65 66 %
- EBIT margin (%) 25,1 % 8,5 % 12,1 % 11,7 % 6,5 %
- Financial income/(expense) -15 -2 5 -28 3
- Tax income/(expense) -6 -4 7 -15 -16
Profit/(loss) 38 13 45 65 52
- Profit margin (%) 16,4 % 5,6 % 17,0 % 7,0 % 5,2 %
- Minority interests 0 0 1 1 2
Profit/(loss) after minority 38 12 44 64 50

Key figures - Wilhelmsen Maritime Services

Result for the fourth quarter

WMS' total income of USD 233 million was 3% up from the third quarter. The increase was mainly due to a sales gain from the transaction with Survitec Group Ltd, while sale of the Callenberg group was included with a net sales loss. Loss of operating revenue from sold activities also reduced total income in the fourth quarter. Operating income from retained business did a catch towards the end of the quarter.

Operating profit ended on USD 59 million compared with USD 19 million the previous quarter. The operating profit for the fourth quarter included a net sales gain of USD 60 million from the Survitec and Callenberg transaction. In addition, cost of USD 8 million related to above transactions and a WMS restructuring cost of USD 8 million were included in the fourth quarter operating result. Adjusted for these non-recurring items and loss of profit from discontinued operations, operating profit was in line with the third quarter.

The last quarter of 2016 continued to be tied up to a difficult year for the maritime industry with price pressure for many of WMS' customers.

Financial expense for WMS amounted to USD 15 million. This was mainly due to net financial currency losses. Tax expense was USD 6 million for the quarter.

The net profit after tax and minority for the quarter was USD 38 million.

Ships service

Wilhelmsen Ships Service (WSS) is a global provider of standardised product brands and service solutions to the maritime industry, focusing on marine products, marine chemicals, maritime logistics and ships agency. WSS is a wholly owned subsidiary of WMS.

The total income for WSS was up 6% from previous quarter. Marine Products and Ships Agency experiences increased sales, while Maritime Logistics' income was down for the quarter. WSS total income also reflected a sales gain related to the sales of safety activities. Overall, troubled markets, restructuring and cost-cutting initiatives among customers continued to put a price pressure on WSS.

Operating profit was influenced by the sale of safety activities.

When measured against the total global merchant fleet, WSS generated income of USD 30 per day/vessel in the fourth quarter. Reduction from previous was due to sale of safety activities.

Ship management

Wilhelmsen Ship Management (WSM) provides full technical management, crewing and related services for all major vessel types with exception of oil tankers. WSM is a wholly owned subsidiary of WMS.

Total income was up 5% and net operating profit increased compared with the previous quarter. The increase was mainly from ad-hoc earnings and special assignment.

Average number of vessels on full technical management were on par with the previous quarter. By the end of December, WSM served 398 ships worldwide, of which approximately 33% were on full technical management and 13% were on layup management. The remaining contracts were related to crewing services.

Technical solutions

The technical solutions business area (WTS) included Wilhelmsen Technical Solutions and Callenberg Technology Group. These two business entities were sold in fourth quarter 2016.

The total income was down as a result from Trident acquiring Callenberg 3 October and the Survitec Group Ltd. acquiring Wilhelmsen Technical Solutions on 30 November.

Corporate/other activities

This includes Survitec Group Ltd (owned ~20%), WMS group activities, Wilhelmsen Insurance Services (WIS) and certain corporate services.

Survitec Group Ltd is reported as available for sale financial assets, with changes in market value reported under comprehensive income.

Total income was up for the quarter due to net gain from sale of the WTS business entities.

Holding and investments

Holding and investments include activities performed by the holding company and investments outside WWASA and WMS. This includes investments held by Wilh. Wilhelmsen Holding Invest (WWHI), a wholly owned subsidiary of WWH, and Treasure ASA, owned 72.7%.

Key figures - Holding and investments

Key figures - Holding and investments
USD mill Q-on-Q Y-o-Y 01.01- 01.01- Y-o-Y
- unless otherwise indicated Q4'16 Q3'16 Change Q4'15 Change 31.12.16 31.12.15 Change
Total income 33 18 78 % 7 >100% 106 64 66 %
- Holding 5 5 -5 % 6 -7 % 2
8
2
1
33 %
- NorSea Group 4 2 >100% 0 >100% 1
2
7 67 %
- Treasure ASA (Hyundai Glovis) 2
3
1
1
>100% 1 >100% 6
6
3
5
86 %
- Eliminations 0 0 0 0 0
EBITDA 23 11 0 67 32
Operating profit/EBIT 23 11 0 67 32
Financial income/(expenses) 5 -1 neg. 3 48 % 4 9 -49 %
- Investment management 4 -1 1 3 4
- Qube 0 1 1 6 3
- Other financial income/(expense) 0 -1 0 -4 2
- Tax income/(expense) 1 2 0 2 2
Profit/(loss) 28 12 3 73 43
- Minority interests 6 3 0 1
8
1
0
Profit/(loss) after minority 22 9 3 55 33

Result for the fourth quarter

The results reported under the Holding and Investment segment include historic results from activities demerged from WWASA into Treasure ASA. These activities were previously reported under the WWASA segment.

Total income for the Holding and investments segment was USD 33 million in the fourth quarter, an increase of 78% when compared with the third quarter. Income from Hyundai Glovis and NorSea Group was up, while the contribution from holding activities was flat.

The operating profit of USD 23 million was also up from previous quarter, primarily reflecting increased contribution from Hyundai Glovis and NorSea Group.

Net financials was a gain of USD 5 million, primarily being gain from investment management.

Net profit after tax was USD 28 million in the fourth quarter, of which USD 22 million was attributed to WWH.

Treasure ASA

Treasure ASA is a Norwegian public limited liability company, holding a 12.04% ownership interest in Hyundai Glovis. WWH owns 72.7% of Treasure ASA. Hyundai Glovis is reported as "associate" in WWH's accounts, with share of net result reported as "share of profit from associates" one quarter in arrears.

Hyundai Glovis reported a net profit of KRW 219 billion for the third quarter of 2016. This represented an increase of 112% when compared with the previous quarter. Treasure ASA's share of the net profit, equivalent to USD 23 million, was reported as operating income in WWH's accounts in the fourth quarter.

As of 31 December 2016, the market value of WWH's shares in Treasure ASA was NOK 2 672 million. This represented NOK 58 per outstanding share in WWH (WWI and WWIB).

Value of investment: End
Treasure ASA Q4'16
TRE share price (NOK) 16,70
TRE shares held by WWH (million) 160
Value of WWH shareholding (NOK million) 2 672
Value per WWI/WWIB share (NOK) 58

NorSea Group (NSG)

NSG is a leading provider of supply bases and integrated logistics solution to the Norwegian and Danish offshore industry. Through WWHI, WWH owns 40% of NSG. NSG is reported as "associate" in WWH's accounts, with share of net result reported as "share of profit from associates".

Preliminary total income for NSG was NOK 613 million in the fourth quarter, including share of profits from associates and joint ventures and sales gains.

Operating profit for the quarter was positively impacted by a gain related to a property sale in the Stavanger region, while a write down on the Viking Fighter supply vessel had a negative impact. Contribution from operating activities was at a low level, reflecting a general slowdown in offshore activities and a traditionally weak season.

WWHI share of net result in NSG was USD 4 million for the fourth quarter.

Financial investments

This includes cash and cash equivalents, current financial investments and available for sale financial assets held by the parent company, Wilh. Wilhelmsen Holding Invest, Treasure ASA and other subsidiaries reported under the Holding and investments segment.

Available for sale financial assets includes shares in Qube Holdings Limited and Kaplan Equity Limited. Changes in market value of these shareholdings are reported under comprehensive income, while dividend income and sales gains/losses are reported as financial income.

Total debt 34
Total financial assets 266
Available for sale financial assets 130
Current financial investments 83
Cash and cash equivelent 54
USD mill. - unless otherwise indicated 31.12.16
Holding and investments

The financial investment portfolio held by WWH was USD 83 million by the end of the fourth quarter. The portfolio primarily included Nordic equities and investment-grade bonds. Net income from investment management was a gain of USD 4 million in the fourth quarter.

Available for sale financial assets was USD 130 million by the end of the fourth quarter, down from USD 131 million by the end of the previous quarter. During the third quarter, Qube Holdings Limited acquired the remaining 50% shareholding in AAT, Australia's largest Ro-Ro terminal operator.

Other activities

Holding/other activities includes WilNor Governmental Services (owned 51%) and general holding activities.

Income was stable in the fourth quarter.

Health and safety

Health and safety metrics are reported using industry standard methods for two types of operations within the group: vessel based operations where health and safety exposure is 24 hours per day and onshore operations where health and safety exposure is approximately 8 hours per day.

WWH uses an operational control approach for consolidating health and safety data from businesses and operations in order to consistently account for result

Exposure hours

In the fourth quarter of 2016, there were approximately 10 million exposure hours (work hours) in reporting entities. Vessel based operations accounted for about 76% of total exposure hours and onshore operations for the remaining hours.

Sickness absence

In the fourth quarter of 2016, the sickness absence rate for onshore operations was 1.48%. This was slightly up from the third quarter, but below the 2015 base year result of 1.67%.

Lost time injuries and total recordable cases

In the fourth quarter, lost-time injury frequency rate for vessel based operations was 0.66. This was above all previous quarters and slightly above the target not to exceed 0.60 for 2016.

The total recordable case frequency rate for vessel based operations result was 2.49 against the target of 2.8.

For onshore operations, the lost-time injury frequency rate was 0.26 and the total recordable case frequency rate was 0.35. These figures were below levels experienced in the third quarter.

WWH share price and dividend

The WWH share price was up 17% in the fourth quarter. The WWI share price was NOK 198.00 and the WWIB share price was NOK 194.50 by the end of the quarter.

WWH paid a second dividend of USD 2.00 per share in November. A first dividend of NOK 3.00 per share was paid in May.

The board of directors has proposed an ordinary dividend for the fiscal year 2016 amounting to NOK 3.50 per share to be resolved by the Annual General Meeting on 27 April 2017. The proposed dividend is not accrued in the year-end balance sheet, and if resolved, will be payable on 11 May 2017.

The board has also proposed that the Annual General Meeting authorises the board to pay

Prospects

Wilh. Wilhelmsen ASA

With continued rate pressure, the volume decline appears to have bottomed out and WWASA expects a soft volume recovery in the first half of 2017.

In addition, WWASA expects the proposed merger and the following effects, to have positive long-term impact for the group's competitiveness.

Wilhelmsen Maritime Services

A continued challenging maritime services market combined with the sale of Callenberg and the safety business will further reduce WMS' revenues in the short term.

additional dividend of up to NOK 2.50 per share during the period up to the next General Meeting, though not later than 30 June 2018.

Share price and outstanding shares: End End
Wilh. Wilhelmsen Holding ASA Q4'16 Q3'16
WWI share price (NOK) 198,00 169,00
WWIB share price (NOK) 194,50 159,50
WWI shares 34 637 092 34 637 092
- of which owned by the company 100 000 100 000
WWIB shares 11 866 732 11 866 732
- of which owned by the company 0 0
Total outstanding shares 46 403 824 46 403 824
Return:
Wilh. Wilhelmsen Holding ASA Q4'16
WWI dividend (NOK per share) 2,00 5,00
WWI price return (share price development) 17 %
WWI total return (incl. dividend; not reinvested) 18 %
WWIB dividend (NOK per share) 2,00 5,00
WWIB price return (share price development) 22 % YTD
48 %
52 %
50 %

Holding and investments

With most investments in traded shares, the short term value development of the Holding and investments segment will remain sensitive to the global stock market.

The net result of Hyundai Glovis was down in the fourth quarter. With share of net result reported one quarter in arrears, this will negatively impact WWH's income in the first quarter.

WWH ASA group

Facing a challenging market, the board has and will continue to implement structural changes and optimise the organisation to improve operating margin and position the group for future growth.

Lysaker, 9 February 2017 The board of directors of Wilh. Wilhelmsen Holding ASA

Forward-looking statements presented in this report are based on various assumptions. These assumptions were reasonable when made, but as assumptions are inherently subject to uncertainties and contingencies which are difficult or impossible to predict. WWH cannot give assurances that expectations regarding the future outlook will be achieved or accomplished.

Joint ventures based on proportionate method (restated figures for WWASA group and Holding & Investments)

Holding and
USD mill WWASA group WMS group Investments 3 Eliminations Total
Full Full Full Full Full
Q4 Q4 year Q4 Q4 year Q4 Q4 year Q4 Q4 year Q4 Q4 year
Quarter 2016 2015 2015 2016 2015 2015 2016 2015 2015 2016 2015 2015 2016 2015 2015
Operating revenue 450 504 2 095 173 260 998 6 6 21 (5) (6) (25) 623 763 3 089
Other income
Share of profits from
0
associates 0 0 1 1 2 5 27 2 43 0 0 0 28 3 49
Gain on sale of assets 0 2 29 59 1 7 0 0 0 0 0 0 59 3 35
Total income 450 506 2 124 233 263 1 010 33 7 64 (5) (6) (25) 710 770 3 173
0
Operating expenses 0
Voyage expenses (164) (184) (818) 0 0 0 0 0 0 0 0 0 (164) (184) (818)
Vessel expenses (18) (18) (85) 0 0 0 0 0 0 0 0 0 (18) (18) (85)
Charter expenses (65) (76) (316) 0 0 0 0 0 0 0 0 0 (65) (76) (316)
Inventory cost 0 0 0 (63) (122) (458) (0) (0) (1) 0 0 0 (63) (122) (460)
Employee benefits (47) (44) (168) (62) (62) (263) (5) (4) (16) 0 0 1 (113) (110) (446)
Other expenses (114) (77) (510) (45) (41) (150) (5) (3) (14) 5 6 24 (159) (116) (651)
Depreciation and impairments (38) (41) (160) (5) (5) (73) (0) 0 0 0 0 0 (43) (47) (233)
Total operating expenses (446) (441) (2 057) (174) (231) (944) (10) (8) (31) 5 6 25 (624) (673) (3 008)
Operating profit 2 4 65 67 59 32 65 23 (0) 33 0 (0) (0) 86 96 165
Financial income/(expenses) (0) (13) (128) (15) 5 3 5 3 9 0 0 0 (10) (5) (117)
Profit/(loss) before tax 4 51 (61) 44 37 69 27 3 41 0 (0) (0) 75 91 48
Tax income/(expense) (24) 30 23 (6) 7 (16) 1 0 2 0 0 0 (28) 37 8
Profit/(loss) (20) 81 (38) 38 45 52 28 3 43 0 (0) (0) 47 129 56
Minority interests (4) 22 (9) 0 1 2 6 0 10 0 0 0 2 23 2
Profit/(loss) to the owners of
parent (15) 59 (29) 38 44 50 22 3 33 0 (0) (0) 45 105 54

In Wilh. Wilhelmsen Holding group's financial interim reports, the equity method is applied for consolidation of joint ventures. This method provides a fair presentation of 1 The report is based on the proportionate method for all material joint ventures in the WWH group.

the group's financial position. However, during the day to day operations, management are using the proportionate method for their analysis and decision making.

2 Cash settled portion of bunker hedge swaps is included in net operating profit by reduction/(increase) of voyage related expenses.

3 Holding and Investments includes Wilh.Wilhelmsen Holding ASA, Wilh.Wilhelmsen Holding Invest group and minor activities which fail to meet the definition for other segments.

2016: Material gain/(loss) from disposal of assets and impairment charges

Q4 - Gain and loss from sale of Callenberg Group and Wilhelmsen Safety division

Disposal of 100% shares in Callenberg group by a loss of USD 15 mill. Disposal of Wilhelmsen safety activities (100% of shares in Wilhelmsen Technical Solution AS and safety division in Wilhelmsen Ships Service group) by a gain of USD 71 mill.

No material acquisitions or disposals in third and second quarter.

WWASA group: Q1 - An accounting gain of USD 80 million as a result of step acquisition in Vehicle Services Americas (VSA) and CAT-WWL, and sale of Vehicle Services Europe (VSE). Loss of USD 3.5 million related to recycling of three vessels.

2015: Disposals gain/(loss) of assets and impairment charges (Included in share of profits from joint ventures and associates)

WMS group Q4 2015: Gain from termination of defined benefit plan USD 4 mill. Included in employee benefits.

No material acquisitions or disposals in third and second quarter.

WWASA group: Q1 - Disposal of 0.5% shares in Hyundai Glovis by a gain of USD 26 mill.

Joint ventures based on proportionate method (restated figures for WWASA group and Holding & Investments)

Holding and
USD mill WWASA group WMS group Investments 3 Eliminations Total
Year to date YTD
2016
YTD
2015
YTD
2016
YTD
2015
YTD
2016
YTD
2015
YTD
2016
YTD
2015
YTD
2016
YTD
2015
Operating revenue 1 751 2 095 862 998 29 21 (23) (25) 2 618 3 089
Other income
Share of profits from associates
0
1
4 5 77 43 0 0 82 48
Gain on sale of assets 80 29 62 7 0 0 0 0 143 35
Total income 1 831 2 124 928 1 010 106 64 (23) (25) 2 843 3 173
Operating expenses
Voyage expenses (638) (818) 0 0 0 0 0 0 (638) (818)
Vessel expenses (77) (85) 0 0 0 0 0 0 (77) (85)
Charter expenses (260) (316) 0 0 0 0 0 0 (260) (316)
Inventory cost 0 0 (376) (458) (1) (1) 0 0 (377) (459)
Employee benefits (170) (168) (263) (263) (17) (16) 1 1 (449) (446)
Other expenses (346) (510) (158) (150) (21) (14) 22 24 (504) (651)
Depreciation and impairments (148) (160) (22) (73) (0) 0 0 0 (171) (232)
Total operating expenses (1 640) (2 057) (820) (944) (39) (32) 23 25 (2 476) (3 008)
Operating profit 2 191 67 108 65 67 32 0 (0) 367 165
Financial income/(expenses) (37) (128) (28) 3 4 9 0 0 (60) (117)
Profit/(loss) before tax 155 (61) 80 69 71 41 0 (0) 307 49
Tax income/(expense) (39) 23 (15) (16) 2 2 0 0 (53) 8
Profit/(loss) 116 (38) 65 52 73 43 0 (0) 254 57
Minority interests 35 (9) 1 2 18 10 0 0 54 2
Profit/(loss) to the owners of parent 82 (29) 64 50 55 33 0 (0) 201 54

1 / 2 / 3 Comments - see previous page

2016: Disposals gain/(loss) of assets and impairment charges (Included in share of profits from joint ventures and associates) see previous page

see previous page 2015: Disposals gain/(loss) of assets and impairment charges (Included in share of profits from joint ventures and associates)

Holding and
USD mill WWASA group WMS group Investments 3 Eliminations Total
YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD
Restatement 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015
Reported operating income 1 751 2 243 862 998 29 21 (23) (25) 2 618 3 237
2) Operating revenue (148) (148)
Restated operating income 1 751 2 095 3 089
2)Other expenses 148 148
Reported operating profit 204 103 108 65 54 (4) 367 165
Share of profit from associates (13) (36) 13 36 0 0
Operating profit after restatement 191 67 108 65 67 32 367 165
Profit/(loss) after restatement 116 (38) 65 52 73 43 254 57
Minority interests before restatement 38 0 1 2 14 0 54 2
1) Change in minority interests (4) (9) 4 10 0 0
Profit/(loss) to the owners of parent 82 (29) 64 50 55 33 201 54

Joint ventures based on proportionate method (restated figures for WWASA group and Holding & Investments)

USD mill WWASA group Holding & Investments 3 Total WWH group incl
eliminations
Quarter on quarter Q1
2015
Q2
2015
Q3
2015
Q4
2015
Q1
2016
Q1
2015
Q2
2015
Q3
2015
Q4
2015
Q1
2016
Q1
2015
Q2
2015
Q3
2015
Q4
2015
Q1
2016
Operating revenue 535 545 511 504 432 5 6 5 6 6 787 796 743 763 665
Other income
Share of profits from associates
(0) 0 0 0 0 10 18 13 2 18 12 18 15 4 19
Gain on sale of assets 26 0 (0) 2 80 0 0 0 0 0 29 2 1 3 80
Total income 562 545 511 506 512 15 23 18 7 23 828 816 759 770 764
Operating expenses
Voyage expenses (215) (217) (202) (184) (160) 0 0 0 0 0 (215) (217) (202) (184) (160)
Vessel expenses (23) (22) (23) (18) (20) 0 0 0 0 0 (23) (22) (23) (18) (20)
Charter expenses (79) (84) (76) (76) (67) 0 0 0 0 0 (79) (84) (76) (76) (67)
Inventory cost (0) (0) (0) (0) (0) (118) (116) (103) (122) (109)
Employee benefits (41) (42) (40) (44) (43) (4) (4) (3) (4) (4) (113) (114) (108) (110) (114)
Other expenses
Depreciation and impairments
(77)
(38)
(81)
(40)
(275)
(41)
(77)
(41)
(73)
(35)
(3)
0
(3)
0
(4)
0
(3)
0
(4)
0
(114)
(43)
(115)
(45)
(306)
(98)
(116)
(47)
(110)
(41)
Total operating expenses (473) (486) (657) (441) (398) (8) (8) (8) (8) (8) (705) (713) (916) (674) (621)
Operating profit 2 89 60 (146) 65 113 7 16 10 (0) 15 123 103 (157) 96 143
Financial income/(expenses) (46) 4 (73) (13) (15) 4 1 0 3 (2) (35) (8) (69) (5) (23)
Profit/(loss) before tax 43 64 (219) 51 98 11 17 10 3 13 88 95 (226) 91 120
Tax income/(expense) 5 (7) (5) 30 (6) (0) 2 (0) 0 (2) (4) (9) (16) 37 (10)
Profit/(loss) 47 57 (224) 81 92 11 18 10 3 11 84 86 (243) 129 110
Minority interests 13 16 (61) 22 25 2 4 3 0 4 16 20 (57) 23 29
Profit/(loss) to the owners of parent 34 41 (163) 59 67 9 15 7 3 8 68 66 (186) 105 80

1)The listing of Treasure ASA in June has effect on the segment financial reporting for WWASA and Holding & Investment. The share of profit from Hyundai Glovis has been moved from WWASA segment to Holding & Investment and corresponding minority interests.

No changes for WMS group. 2) During 2016 the WWASA group has reviewed and analysed the intercompany transactions between the group joint venture's WWL and EUKOR. EUKOR revenues where WWL acted as collector has previously been eliminated in the consolidated accounts. These revenues are a part of the group revenues in Income statement based on proportionate consolidation for joint ventures. The figures are restated from Q1 2015 to Q2 2016. The adjustments have no effect on EBIT or net profit.

The total figures for the WWH group is not affected by the demerger of WWASA and the listing of Treasure ASA.

USD mill WWASA group Holding & Investments 3 Total WWH group incl
eliminations
Q1
2015
Q2
2015
Q3
2015
Q4
2015
Q1
2016
Q1
2015
Q2
2015
Q3
2015
Q4
2015
Q1
2016
Q1
2015
Q2
2015
Q3
2015
Q4
2015
Q1
2016
Reported operating income 573 583 546 541 515 825 833 779 800 748
2) Operating revenue (38) (38) (36) (37) (84) (38) (38) (36) (37) (84)
Restated operating income 535 545 511 504 432 787 796 743 763 665
2)Other expenses 38 38 36 37 84 38 38 36 37 84
Reported operating profit 98 73 (134) 66 126 (2) 2 (2) (2) 2 123 103 (157) 96 143
1) Share of profit from associates (9) (13) (12) (2) (13) 9 13 12 2 13
Operating profit after restatement 89 60 (146) 65 113 7 15 10 (0) 15 123 103 (157) 96 143
Profit/(loss) after restatement 47 57 (224) 81 92 11 18 10 3 11 84 86 (243) 129 110
Minority interests before restatement 16 19 (58) 23 29 0 (0) 0 (0) (0) 16 20 (57) 23 29
1) Change in minority interests (2) (4) (3) (0) (4) 2 4 3 0 4
Profit/(loss) to the owners of parent 34 41 (163) 59 67 9 15 7 3 8 68 66 (186) 105 80
Wilh. Wilhelmsen Holding group Q4 2016 unaudited 14 of 36

Joint ventures based on proportionate method

USD mill WWASA group restated WMS group (no changes) Holding & Investments
restated
Total incl eliminations (no effect of EBIT)
Quarter on quarter Q1
2016
Q2
2016
Q3
2016
Q4
2016
Q1
2016
Q2
2016
Q3
2016
Q4
2016
Q1
2016
Q2
2016
Q3
2016
Q4
2016
Q1
2016
Q2
2016
Q3
2016
Q4
2016
Operating revenue 432 452 418 450 233 233 223 173 6 12 6 6 664 691 641 623
Other income
Share of profits from
associates
0 0 0 0 1 1 1 1 18 20 13 27 19 21 14 28
Gain on sale of assets 80 0 (0) 0 0 1 1 59 0 0 0 0 80 1 1 59
Total income 512 452 418 450 235 235 225 233 23 32 18 33 764 714 656 710
Operating expenses
Voyage expenses (160) (160) (155) (164) 0 0 0 0 0 0 0 0 (160) (160) (155) (164)
Vessel expenses (20) (20) (19) (18) 0 0 0 0 0 0 0 0 (20) (20) (19) (18)
Charter expenses (67) (69) (59) (65) 0 0 0 0 0 0 0 0 (67) (69) (59) (65)
Inventory cost 0 0 0 0 (109) (104) (101) (63) (0) (0) (0) (0) (109) (104) (101) (63)
Employee benefits (43) (40) (41) (47) (68) (68) (65) (62) (4) (4) (4) (5) (114) (112) (110) (113)
Other expenses (73) (83) (76) (114) (38) (40) (35) (45) (4) (10) (2) (5) (115) (133) (113) (159)
Depreciation and
impairments (35) (38) (37) (38) (6) (6) (6) (5) 0 (0) (0) (0) (41) (44) (43) (43)
Total operating expenses (398) (410) (386) (446) (221) (218) (206) (174) (8) (14) (7) (10) (627) (642) (599) (625)
Operating profit 113 42 32 4 14 17 19 59 15 17 11 23 143 77 62 86
Financial income/(expenses) (15) (21) 0 (0) (5) (7) (2) (15) (2) 3 (1) 5 (23) (25) (3) (10)
Profit/(loss) before tax 98 22 32 4 9 10 17 44 13 20 11 27 120 52 60 75
Tax income/(expense) (6) (3) (6) (24) (2) (3) (4) (6) (2) 1 2 1 (10) (5) (9) (28)
Profit/(loss) 92 18 26 (20) 7 8 13 38 11 21 12 28 110 47 51 47
Minority interests 25 6 8 (4) 0 0 0 0 4 5 3 6 29 11 11 2
Profit/(loss) to the owners
of parent
67 12 18 (15) 6 7 12 38 8 16 9 22 80 36 40 45
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
USD mill 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016
Reported operating
income 515 530 418 450 233 233 223 173 6 12 6 6 748 769 641 623
2) Operating revenue (84) (78) (84) (78) 0 0
Restated operating income 432 452 418 450 233 223 223 173 6 12 6 6 664 691 641 623
2)Other expenses 84 78 84 78 0 0
Reported operating profit 113 42 32 4 14 17 19 59 15 17 11 23 143 77 62 86
1) Share of profit from
associates
(13) 13
Operating profit after
restatement
101 42 32 4 14 17 19 59 28 17 11 23 143 77 62 86
Profit/(loss) after
restatement
92 18 26 (20) 7 8 13 38 11 21 12 28 110 47 51 47
Minority interests before
restatement
29 6 8 (4) 1 0 0 0 0 5 3 6 29 11 11 2
1) Change in minority
interests
(4) 4 0
Profit/(loss) to the owners
of parent 67 12 18 (15) 6 7 12 38 8 16 9 22 80 36 40 45

Wilh. Wilhelmsen Holding group Q4 2016 unaudited 15 of 36

Notes - segment reporting

Joint ventures based on proportionate method

Note 1 - Financial income/(expenses)

USD mill 01.10-31.12 01.10-31.12 YTD YTD
2016 2015 2016 2015
Financial items
Investment management 1 9.5 3.5 14.7 6.0
Interest income 2.4 1.8 10.0 7.0
Other financial items 0.5 (0.1) 2.6 (9.5)
Net financial items 12.3 5.2 27.3 3.5
Financial - interest expenses
Interest expenses (20.2) (17.8) (79.8) (68.7)
Interest rate derivatives - realised (6.9) (7.2) (29.6) (34.1)
Net financial - interest expenses (27.0) (24.9) (109.4) (102.8)
Interest rate derivatives - unrealised 30.0 19.7 25.1 24.3
Financial currency
Net currency gain/(loss) 2.0 13.2 (27.3) 25.7
Currency derivatives - realised (9.8) (7.1) (22.6) (1.8)
Currency derivatives - unrealised (8.2) (0.6) 32.1 (26.2)
Cross currency derivatives - realised (18.3) (0.3) (19.9) (11.5)
Cross currency derivatives - unrealised 6.7 (6.5) 27.1 (21.4)
Net financial currency (27.7) (1.3) (10.5) (35.4)
Financial derivatives bunkers
Valuation of bunker hedges 2.4 (3.7) 9.3 (6.3)
Realised portion bunker hedges (0.3) 0.0 (2.2) 0.0
Net financial derivatives bunkers 2.1 (3.7) 7.0 (6.3)
Financial income/(expenses) (10.4) (4.9) (60.4) (116.5)

1 Includes financial derivatives for trading

Realised bunker and fuel hedges included in operating expenses

USD mill 01.10-31.12 01.10-31.12 YTD YTD
2016 2015 2016 2015
Cash settled bunker and fuel hedges 0.2 (2.6) (5.4) (5.3)

FOURTH QUARTER 2016

Report for the fourth quarter of 2016 and preliminary year-end

Financial report

In Wilh. Wilhelmsen Holding's financial report the equity method is applied for consolidation of joint ventures. This method provides a fair presentation of the group's financial position.

Key figures

Equity method

Q-on-Q Y-o-Y 01.01- 01.01- Y-o-Y
(USD mill) Q4'16 Q3'16 Change Q4'15 Change 31.12.16 31.12.15 Change
Total income 310 312 -1 % 370 -16 % 1 374 1 281 7 %
EBITDA 100 80 24 % 113 -12 % 431 275 57 %
Operating profit/EBIT 74 54 37 % 88 -16 % 327 122 >100%
Profit(loss) after minority 45 40 13 % 105 -57 % 201 54 >100%
EPS (USD) 0,97 0,86 13 % 2,27 -57 % 4,34 1,16 >100%

Financial summary

Result for the fourth quarter

Total income for the Wilh. Wilhelmsen Holding ASA group (WWH) was USD 310 million in the fourth quarter of 2016, down 1% from the previous quarter.

Total income for Wilh. Wilhelmsen ASA (WWASA) was positively impacted by increased operating revenue from shipping activities, while a USD 31 million anti-trust accrual reduced share of profit from joint ventures. Total income in Wilhelmsen Maritime Services (WMS) was positively impacted from the sale of safety business to Survitec Group Ltd. The underlying income in WMS reflected a positive catch up towards the end of the quarter. Total income was also up in Holding and Investment mainly due to increased net result in Hyundai Glovis and NorSea Group.

The operating profit for the quarter was USD 74 million, which is an increase of 37% from the previous quarter. When adjusting for WWASA anti-trust accruals, WMS net sales gain and restructuring costs in both business segments, operating profit increased with 27%.

Net financials were negative with USD 5 million in the fourth quarter. Net interest rate derivatives were positive, but offset by a net financial currency loss.

Tax expense was included with USD 23 million in the fourth quarter.

Minority interests' share of net profit for the quarter was USD 1 million.

Profit after tax and minority interests totalled USD 45 million in the fourth quarter, up from USD 40 million in the third quarter.

Financial summay

Preliminary result for the year

Total income for WWH was USD 1 374 million in the year 2016 compared with USD 1 281 million in 2015, a 7% increase. The increase was mainly due to non-recurring items. A slowdown in global trade, weak commodity prices and a strong USD continued to negatively impact total income for the group.

WWASA's total income was up 57% from the previous year, mainly due to ongoing anti-trust accruals effecting share of profit in joint ventures. Total income in 2016 also included a non-recurring logistics gain. Operating revenue from shipping related activities declined.

WMS experienced an 8% reduction in total income when compared with 2015. Weak shipping and offshore markets and a strong USD continued to have a negative impact on income. Sale of activities further reduced operating income in the fourth quarter, while a corresponding net sales gains had a positive impact on total income.

Income from the Holding and investment segment was up for the year, mainly due to increased profit in Hyundai Glovis.

Operating profit was USD 327 million in 2016 compared with USD 122 million in the previous year. The improvement was due to material non-recurring items negatively impacting 2015 results, while having a positive net impact on 2016 result.

Net financials was an expense of USD 41 million in 2016. Investment management and interest income contributed positively with a total of USD 17 million while interest expenses were USD 52 million. Combined interest rate and bunker derivatives and net financial currency were a loss of 7 million for the year.

Tax was included with an expense of USD 35 million.

Minority interests' share of profit was USD 49 million, of which USD 31 million was related to minority shareholders in WWASA and USD 18 million was related to minority shareholders in Treasure ASA.

Net profit after tax and minority interests was USD 201 million in 2016 compared with USD 54 million in 2015.

Comprehensive income

Other comprehensive income for the year was a gain of USD 65 million compared with a loss of USD 134 million in the previous year. This mainly reflected currency translation differences on non-USD assets and liabilities when converting into USD.

Total comprehensive income for the period was a profit of USD 315 million (loss of USD 80 million in 2015), of which a profit of USD 264 million (loss of USD 77 million in 2015) was attributable to owners of the parent.

Cash flow, liquidity and debt

The WWH group had a net decrease in cash and cash equivalents of USD 67 million in the third quarter.

Cash flow from operating activities was USD 88 million. This reflected increased contribution from operations, as well as higher dividend from joint ventures and associates compared with the third quarter. Cash flow from investing activities was positive with USD 152 million, including proceeds from sales of WMS subsidiaries and reduced financial investments in WWASA. Cash flow from financing activities was negative with USD 308 million, reflecting debt repayment in WMS and WWASA, normal interest paid during the period, and WWH dividend payment.

Cash flow
USD mill. - unless otherwise indicated Q4'16 Q3'16
Cash from operations 74 44
Dividend received from joint ventures and
associates 15 1
Net cash provided by operating activities 88 46
Investments in fixed assets -27 -19
Sale of assets/subsidiaries 128 3
Net financial investments 72 -18
Other -22 -6
Net cash flow from investing activities 152 -40
Net repayment of debt -247 4
Dividend to shareholders and minorities -12 -1
Interest payment/other -49 -24
Net cash flow from financing activities -308 -21
Net increase in cash and cash equivalents -67 -15

Cash and cash equivalents for the group amounted to USD 296 million by end of the fourth quarter of 2016. Total liquid assets including current financial investments amounted to USD 563 million. In addition to this, the main group companies also have undrawn credit facilities to cover investments and any short-term cash flow needs, including where relevant back stop for outstanding

certificates and bonds with a remaining term of less than 12 months to maturity.

The WWH group carries out active financial asset management of part of the group's liquidity. The value of the group's investment portfolio was reduced to USD 285 million at the end of the fourth quarter, with investments in various asset classes including Nordic shares and investment grade bonds. Of this, USD 83 million were in the parent company.

Liquidity and debt
USD mill. - unless otherwise indicated 31.12.16 30.09.16
Cash and cash equivalent 296 363
- Wilh. Wilhelmsen ASA 81 150
- Wilhelmsen Maritime Services 161 162
- Holding & Investments 54 51
- Eliminations 0 0
Current financial investments 285 343
- Wilh. Wilhelmsen ASA 202 261
- Wilhelmsen Maritime Services 0 0
- Holding & Investments 83 82
- Eliminations 0 0
Interest bearing debt 1 533 1 798
- Wilh. Wilhelmsen ASA 1 320 1 441
- Wilhelmsen Maritime Services 179 319
- Holding & Investments 34 38
- Eliminations 0 0

The group funds its investments and operations from several capital sources, including the commercial bank loan market, financial leases, export financing and the Norwegian bond market. Business activities are primarily financed over the balance sheet of the relevant subsidiary or joint venture.

As of 31 December 2016 the group's total interest-bearing debt amounted to USD 1 533 million, of which USD 34 million was related to Holding and Investments, USD 179 million related to the WMS group and USD 1 320 million related to the WWASA group.

Lysaker, 9 February 2017 The board of directors of Wilh. Wilhelmsen Holding ASA

Forward-looking statements presented in this report are based on various assumptions. These assumptions were reasonable when made, but as assumptions are inherently subject to uncertainties and contingencies which are difficult or impossible to predict. WWH cannot give assurances that expectations regarding the future outlook will be achieved or accomplished.

Income statement - financial report

Joint ventures based on equity method

USD mill Note 01.10-31.12
2016
01.10-31.12
2015
YTD
2016
YTD
2015
Operating revenue 239 340 1 125 1 307
Other income
Share of profits/ (loss) from joint ventures and associates 12 28 187 (60)
Gain on sale of assets 2 59 2 62 34
Total income 310 370 1 374 1 281
Operating expenses
Vessel expenses (9) (8) (36) (42)
Charter expenses (7) (6) (25) (22)
Inventory cost (63) (122) (377) (460)
Employee benefits 3 (81) (79) (330) (331)
Other expenses (51) (41) (175) (151)
Depreciation and impairments 4 (26) (26) (104) (154)
Total operating expenses (236) (282) (1 048) (1 159)
Operating profit 74 88 327 122
Financial income/(expenses) 5 (5) 1 (41) (86)
Profit before tax 69 88 286 36
Tax income/(expense) 6 (23) 40 (35) 19
Profit for the period 46 128 251 55
Attributable to: minority interests 1 23 49 1
owners of the parent 45 105 201 54
Basic earnings per share (USD) 7 0.97 2.27 4.34 1.16

Comprehensive income - financial report

Joint ventures based on equity method

USD mill 01.10-31.12 01.10-31.12 YTD YTD
2016 2015 2016 2015
Profit for the period 46 128 251 55
Items that will be reclassified to income statement
Net investment hedge/cash flow hedges (net after tax) 2 (8) 12 (8)
Revaluation market to market value 6 23 2 (1)
Currency translation differences (12) (19) 51 (131)
Items that will not be reclassified to income statement 0 0
Remeasurement postemployment benefits, net of tax 0 7 0 5
Other comprehensive income, net of tax (3) 2 65 (134)
Total comprehensive income for the period 43 130 315 (80)
Total comprehensive income attributable to:
Owners of the parent 41 109 264 (77)
Minority interests 2 21 52 (3)
Total comprehensive income for the period 43 130 315 (80)

The above consolidated income statement should be read in conjunction with the accompanying notes.

Balance sheet - financial report

Joint ventures based on equity method

USD mill Note 31.12.2016 31.12.2015
Non current assets
Deferred tax asset 6 75 92
Goodwill and other intangible assets 4 145 205
Vessels, property and other tangible assets 4 2 047 2 011
Investments in joint ventures and associates 1 259 1 116
Investments in available-for-sale financial assets 8 209 122
Other non current assets 8 47 19
Total non current assets 3 781 3 566
Current assets
Inventory 65 107
Current financial investments 285 327
Other current assets 268 375
Cash and cash equivalents 296 311
Total current assets 914 1 120
Total assets 4 695 4 686
Equity
Paid-in capital 7 122 122
Retained earnings 7/9 1 868 1 632
Attributable to equity holders of the parent 1 990 1 754
Minority interests 502 452
Total equity 2 492 2 206
Non current liabilities
Pension liabilities 63 67
Deferred tax 6 12 20
Non current interest-bearing debt 10 1 418 1 461
Other non current liabilities 233 291
Total non current liabilities 1 727 1 839
Current liabilities
Current income tax 15 8
Public duties payable 7 9
Current interest-bearing debt 10 115 199
Other current liabilities 340 425
Total current liabilities 477 640
Total equity and liabilities 4 695 4 686

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

Cash flow statement - financial report

Joint ventures based on equity method

USD mill 01.10-31.12 01.10-31.12 Full year
Note 2016 2015 2016
Cash flow from operating activities
Profit before tax 69 88 286
Financial (income)/expenses 33 52 134
Financial derivatives unrealised (28) (46) (93)
Depreciation/impairment 4 26 26 104
Loss/ (gain) on sale of fixed assets 4 (6) (2) (3)
(Gain)/loss from sale off subsidiaries, joint ventures and associates 2 (56) 0 (56)
Change in net pension asset/liability (7) (13) (4)
Change in inventory 20 8 19
Change in working capital 38 (11) 76
Share of profit from joint ventures and associates (12) (28) (187)
Dividend received from joint ventures and associates 15 10 72
Tax paid (company income tax, withholding tax) (3) (12) (11)
Net cash provided by operating activities 88 71 336
Cash flow from investing activities
Proceeds from sale of fixed assets 4 21 3 44
Investments in fixed assets 4 (27) (31) (205)
Net proceeds from sale of subsidiaries 107 0 107
Investments in joint ventures and associates 0 0 (10)
Loans granted to joint ventures and associates 0 0 (7)
Proceeds from sale of financial investments 84 30 168
Current financial investments (12) (26) (131)
Interest received 1 1 4
Changes in other investments (23) 3 (23)
Net cash flow from investing activities 152 (21) (53)
Cash flow from financing activities
Proceeds from issue of debt 0 6 291
Repayment of debt (247) (40) (432)
Interest paid including interest derivatives (21) (17) (84)
Cash from financial derivatives (28) (7) (45)
Dividend to shareholders/purchase of own shares (12) (14) (30)
Net cash flow from financing activities (308) (73) (299)
Net increase in cash and cash equivalents 1 (67) (23) (16)
Cash and cash equivalents at the beg. of the period 1 363 334 312
Cash and cash equivalents at the end of the period 1 296 311 296

1 Excluding restricted cash.

The group is located and operating world wide, and every entity has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities.

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Statement of changes in equity - financial report

Joint ventures based on equity method

Statement of changes in equity - Year to date

USD mill Share capital Retained
earnings
Total Minority
interests
Total equity
Balance at 31.12.2015 122 1 632 1 754 452 2 206
Profit for the period 201 201 49 251
Comprehensive income 62 62 2 65
Paid dividends to shareholders (28) (28) (2) (30)
Balance 31.12.2016 122 1 868 1 990 502 2 492

Statement of changes in equity - Full year 2015

Retained Minority
USD mill Share capital earnings Total interests Total equity
Balance at 31.12.2014 122 1 738 1 861 469 2 329
Profit for the period 54 54 1 55
Comprehensive income (131) (131) (3) (135)
Paid dividends to shareholders (29) (29) (15) (44)
Balance 31.12.2015 122 1 632 1 754 452 2 206

The above consolidated statement of statement of changes in equity should be read in conjunction with the accompanying notes.

Joint ventures based on equity method

Note 1 - Accounting principles

General information

This consolidated interim financial report has been prepared in accordance with International Accounting Standards (IAS 34), "interim financial reporting". The consolidated interim financial reporting should be read in conjunction with the annual financial statements for the year end 31 December 2015 for Wilh.Wilhelmsen Holding ASA group (WWI), which has been prepared in accordance with IFRS's endorsed by the EU.

Note 2 - Significant acquisitions and disposals

2016

Fourth quarter

Disposal of 100% shares in Callenberg group by a loss of USD 15 mill. Disposal of Wilhelmsen safety activities (100% of shares in Wilhelmsen Technical Solution AS and safety division in Wilhelmsen Ships Service group) by a gain of USD 71 mill. The net proceeds (cash) from both disposals were USD 150 mill.

Third quarter

There has not been any significant acquistions or disposals during the third quarter

Second quarter

Treasure ASA was demerger from WWASA and the company was listed at 8 June 2016. Treasure ASA hold 12.04% ownership in the listed company Hyundai Glovis. Treasure ASA group is a part of Holding & Investment segment. See separate note for restated figures.

Basic policies

The accounting policies implemented are consistent with those of the annual financial statements for WWI for the year end 31 December 2015.

Roundings

As a result of rounding adjustments, the figures in one or more columns may not add up to the total of that column.

First quarter

Investments in WWASA segment

WWL has acquired the full ownership of WWL Vehicle Services Americas (VSA), previously a joint venture, based in USA. The company employs 3 400 employees and handles some 4.7 million units annually.

With full ownership, WWL strengthens its position as a leading provider of vehicle processing for automotive manufacturers in North America.

WWL has also acquired the full ownership of CAT-WWL, previously a joint venture, based in South Africa.

With full ownership in CAT-WWL, a network of ten vehicle-processing facilities, WWL becomes one of the top independent providers of vehicle processing services to support automotive manufacturers in South Africa. The business employs more than 900 workers and handles some 680 000 units.

In addition, WWL has sold Vehicle Services Europe (VSE) to Groupe CAT. The company employs some 400 employees with truck based inland distribution in Europe and three vehicle processing centres in Germany.

2015

Fourth, third and second quater

There has not been any significant acquistions or disposals during the three quarters.

Note 3 - Employee benefits / pension cost

Up to 31 December 2014 WWH ASA and WWASA had two pension schemes for employees in Norway; a defined benefit scheme and a defined contribution scheme. Effective 1 January 2015 most of the Norwegians legal entities entered into a defined contribution pension scheme with improved saving rates. In 2015

First quarter

In the first quarter of 2015, WWASA sold 187 500 shares in Hyundai Glovis with net proceeds of approximately USD 39 million. The net gain recorded in the 2015 group's accounts amounted to USD 26 million.

the subsidiary Wilhelmsen Chemical terminated the defined benefit scheme and implemented the same pension plan as the rest of the Norwegian part of the group.

Employee benefits (excluding pension cost) (305)
Pension cost (30)
Gain related to termination of defined benefit plan 4
Employee benefits income statement (331)
Pension cost (30)
Gain related to termination of defined benefit plan 4
Other comprehensive income pension before tax 7
Net equity effect of pension cost before tax (parent and subsidaries) (19)
Holding & Total WWH
USD mill WWASA group WMS group Investments Eliminations group
31.12 31.12 31.12 31.12 31.12
One off pension 2015 2015 2015 2015 2015
Operating profit before one off pension 60 65 (4) (0) 122
Gain: termination of defined benefit plan for Norwegian employees
(included in employees benefit) 4 4
Total one off pension - 4 - 0 4
Operating profit after one off pension 60 61 (4) (0) 118
Wilh. Wilhelmsen Holding group Q4 2016 unaudited 25 of 36

31.12.2015

Joint ventures based on equity method

Note 4 - Tangible and intangible assets

USD mill Vessels /
Newbuilding
contracts
Other tangible
assets
Intangible
assets
Total tangible
and intangible
assets
2016
Cost price 1.1 2 472 307 325 3 105
Acquisition 149 50 6 206
Reclass/disposal (164) (75) (126) (365)
Currency translation differences 0 (4) 2 (2)
Cost price 31.12 2 457 278 208 2 944
Accumulated depreciation and impairment losses 1.1 (646) (122) (121) (889)
Depreciation/amortisation (81) (14) (9) (104)
Reclass/disposal 148 25 66 239
Currency translation differences 0 1 0 1
Accumulated depreciation and impairment losses 31.12 (579) (110) (63) (752)
Carrying amounts 31.12 1 878 168 145 2 191
2015
Cost price 1.1 2 400 307 353 3 059
Acquisition 154 39 168 362
Reclass/disposal (81) (7) (154) (242)
Currency translation differences 0 (32) (42) (74)
Cost price 31.12 2 472 307 325 3 105
Accumulated depreciation and impairment losses 1.1 (640) (116) (76) (833)
Depreciation/amortisation (80) (14) (7) (102)
Reclass/disposal 75 (3) 4 76
Impairment 0 (2) (50) (52)
Currency translation differences 0 13 9 22
Accumulated depreciation and impairment losses 31.12 (646) (122) (121) (889)
Carrying amounts 31.12 1 827 185 205 2 216

Joint ventures based on equity method

Note 5 - Financial income/(expenses)

USD mill 01.10-31.12 01.10-31.12 YTD YTD
2016 2015 2016 2015
Financial items
Investment management 9.5 3.4 13.2 5.2
Interest income 0.9 0.9 3.5 4.4
Other financial items (0.5) 0.5 1.8 (9.0)
Net financial items 9.8 4.7 18.5 0.6
Financial - interest expenses
Interest expenses (12.9) (11.9) (52.4) (47.4)
Interest rate derivatives - realised (6.6) (7.9) (28.1) (31.5)
Net financial - interest expenses (19.4) (19.7) (80.5) (78.9)
Interest rate derivatives - unrealised 26.9 17.4 24.7 23.6
Financial currency
Net currency gain/(loss) 5.2 15.1 (27.7) 36.2
Currency derivatives - realised (9.8) (7.1) (22.6) (1.8)
Currency derivatives - unrealised (8.2) 0.8 32.1 (26.2)
Cross currency derivatives - realised (18.3) (0.3) (19.9) (11.5)
Cross currency derivatives - unrealised 6.7 (6.5) 27.1 (21.4)
Net financial currency (24.5) 2.0 (10.9) (24.9)
Financial derivatives bunkers
Valuation of bunker hedges 2.4 (3.7) 9.3 (6.3)
Realised portion bunker hedges (0.3) 0.0 (2.2) 0.0
Net financial derivatives bunkers 2.1 (3.7) 7.0 (6.3)
Financial income/(expenses) (5.2) 0.7 (41.1) (85.9)
Total net currencies effect
Net currency gain/(loss) - Operating currency (0.7) 16.6 (8.5) 28.0
Net currency gain/(loss) - Financial currency 5.8 (1.5) (19.1) 8.1
Currency derivatives - realised (9.8) (7.1) (22.6) (1.8)
Currency derivatives - unrealised (8.2) 0.8 32.1 (26.2)
Cross currency derivatives - realised (18.3) (0.3) (19.9) (11.5)
Cross currency derivatives - unrealised 6.7 (6.5) 27.1 (21.4)
Net financial currency (24.5) 2.0 (10.9) (24.9)
Currency translation differences through other comprehensive income (11.7) (19.5) 50.6 (130.7)
Total net currency effect (36.2) (17.5) 39.7 (155.6)

Note 6 - Tax

The effective tax rate for the group will, from period to period, change dependent on the group gains and losses from investments inside the exemption method and tax exempt revenues from tonnage tax regimes.

Joint ventures based on equity method

Note 7 - Shares

The share capital is as follow with a nominal value of NOK 20:

A - shares 34 637 092
B - shares 11 866 732
Total shares 46 503 824

Earnings per share taking into consideration the number of outstanding shares in the period. The group acquired 100.000 own A shares during August 2011.

Basic earnings per share is calculated by dividing profit for the period after minority interests, by average number of total outstanding shares.

Earnings per share is calculated based on 46 403 824 shares for 2015, and each quarter in 2016.

Note 8 - Available-for-sale financial assets

USD mill 31.12.2016 31.12.2015
Available-for-sale financial assets
At 1 January 122 131
Acquistion 91 6
Sale during the year (7)
Mark to market valuation 4 (1)
Currency translation adjustment (2) (14)
Total available-for-sale financial assets 209 122

Available-for-sale financial assets is held in subsidiaries with different functional currencies and thereby creating translation adjustment.

Note 9 - Paid dividend

Dividend for fiscal year 2014 was NOK 5.00 per share, where 3.00 per share was paid in May 2015 and NOK 2.00 per share was paid in November 2015.

Dividend for fiscal year 2015 was NOK 5.00 per share, where NOK 3.00 per share was paid in May 2016 and NOK 2.00 per share was paid in November 2016.

The proposed dividend for fiscal year 2016 in 2017 is NOK 3.50 per share, payable in the second quarter of 2017.

A decision on this proposal will be taken by the annual general meeting on 27 April 2017. The proposed dividend is not accrued in the year-end balance sheet. The dividend will have effect on retained earnings in second quarter of 2017.

Joint ventures based on equity method

Note 10 - Interest-bearing debt

USD mill 31.12.2016 31.12.2015
Non current interest-bearing debt 1 418 1 461
Current interest-bearing debt 115 199
Total interest-bearing debt 1 533 1 660
Cash and cash equivalents 296 311
Current financial investments 285 327
Net interest-bearing debt 953 1 022

Loan agreements entered into by group companies contain financial covenants related to equity ratio, liquidity, current ratio and net interest-bearing debt / EBITDA measured in respect of the relevant borrowing company or group of

companies. The group was in compliance with these covenants at 31 December 2016 (analogous for 31 December 2015).

Net interest-bearing debt in joint ventures (the group's share part of investments)

Net interest-bearing debt 580 446
Cash and cash equivalents 181 262
Total interest-bearing debt 761 707
Current interest-bearing debt 93 67
Non current interest-bearing debt 668 640
USD mill 31.12.2016 31.12.2015

Specification of interest-bearing debt

USD mill 31.12.2016 31.12.2015
Interest-bearing debt
Mortgages 886 1 049
Leasing commitments 239 0
Bonds 196 270
Bank loan 213 341
Total interest-bearing debt 1 533 1 660

Repayment schedule for interest-bearing debt

Total interest-bearing debt 1 533 1 660
Due in 2021 and later 523 414
Due in 2020 83 641
Due in 2019 486 302
Due in 2018 325 105
Due in 2017 115 199

Joint ventures based on equity method

Note 11 - Financial level

USD mill Level 1 Level 2 Level 3 Total
2016
Financial assets at fair value
Equities 100 100
Bonds 185 0 185
Available-for-sale financial assets 123 86 209
Total financial assets 31.12 408 0 86 494
Financial liabilities at fair value
Financial derivatives 147 147
Total financial liabilities 31.12 0 147 0 147
2015
Financial assets at fair value
Equities 116 116
Bonds 210 0 210
Financial derivatives 2 2
Available-for-sale financial assets 122 122
Total financial assets 31.12 449 2 0 450
Financial liabilities at fair value
Financial derivatives 248 248
Total financial liabilities 31.12 0 248 0 248

The fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date. The fair value of financial instruments that are not traded in an active market (over-the-counter contracts) are based on third party quotes. These quotes use the maximum number of observable market rates for price discovery. Specific valuation techniques used by financial counterparties (banks) to value financial derivatives include:

  • Quoted market prices or dealer quotes for similar derivatives

  • The fair value of interest rate swaps is calculated as the net present value of the estimated future cash flows based on observable yield curves

  • The fair value of interest rate swap option (swaption) contracts is determined using observable volatility, yield curve and time-to-maturity parameters at the balance sheet date, resulting in a swaption premium. Options are typically valued by applying the Black-Scholes model.

  • The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to net present value

  • The fair value of foreign exchange option contracts is determined using observable forward exchange rates, volatility, yield curves and time-to-maturity parameters at the balance sheet date, resulting in an option premium. Options are typically valued by applying the Black-Scholes model.

The carrying value less impairment provision of receivables and payables are assumed to approximate their fair values. The 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 group for similar financial derivatives.

The fair values, except for bond debt, are based on cash flows discounted using a rate based on market rates including margins and are within level 2 of the fair

value hierarchy. The fair values of the bond debt are based on quoted prices and are also classified within level 2 of the fair value hierarchy due to limited trading in an active market.

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis.

The quoted market price used for financial assets held by the group is the current mid price. These instruments are included in level 1. Instruments included in level 1 at the end of December 2016 are liquid investment grade bonds (analogous for 2015).

The fair value of financial instruments that are not traded in an active market (over-the-counter contracts) are based on third party quotes (Mark-to-Market). These quotes use the maximum number of observable market rates for price discovery. The different techniques typically applied by financial counterparties (banks) were described above. These instruments - FX and IR derivatives - are included in level 2.

If one or more of the significant inputs is not based on observable market data, the derivatives is in level 3. Primarily illiquid investment funds and structured notes are included in level 3.

Joint ventures based on equity method

Note 12 - Segment reporting: Income statement per operating segments

USD mill WWASA group WMS group Holding & Investments 2 Eliminations Total
Quarter Q4
2016
Q4
2015
Full
year
2015
Q4
2016
Q4
2015
Full
year
2015
Q4
2016
Q4
2015
Full
year
2015
Q4
2016
Q4
2015
Full
year
2015
Q4
2016
Q4
2015
Full
year
2015
Operating revenue 66 81 313 173 260 998 6 6 21 (5) (6) (25) 239 341 1 307
Other income
Share of profits from joint
0 0 0 0 0
ventures and associates (16) 24 (108) 1 2 5 27 2 43 0 0 0 12 28 (60)
Gain on sale of assets (0) 0 27 59 1 7 0 0 0 0 0 0 59 2 34
Total income 50 106 231 233 263 1 010 33 8 64 (5) (6) (25) 310 370 1 281
EBITDA 14 76 104 63 37 138 23 (0) 33 0 0 (0) 100 113 275
Depreciation and
impairments (21) (20) (80) (5) (5) (73) (0) (0) (1) 0 0 0 (26) (26) (154)
Operating profit 1 (7) 56 24 59 32 65 23 (0) 32 0 0 (0) 74 88 122
Financial
income/(expenses)
5 (8) (98) (15) 5 3 5 3 9 0 0 0 (5) 1 (86)
Profit/(loss) before tax (2) 48 (73) 44 37 69 27 3 41 0 0 (0) 69 88 36
Tax income/(expense) (18) 32 33 (6) 7 (16) 1 0 2 0 0 0 (23) 40 19
Profit/(loss) (21) 80 (40) 38 45 52 28 3 42 0 0 (0) 46 128 55
Minority interests (6) 22 (11) 0 1 2 6 0 10 0 0 0 1 23 1
Profit/(loss) to the owners
of parent
(15) 59 (29) 38 44 50 22 3 33 0 0 (0) 45 105 54
Holding &
USD mill WWASA group WMS group Investments 2 Eliminations Total
Year to date YTD
2016
YTD
2015
YTD
2016
YTD
2015
YTD
2016
YTD
2015
YTD
2016
YTD
2015
YTD
2016
YTD
2015
Operating revenue
Other income
257 313 862 998 29 21 (23) (25) 1 125 1 307
Share of profits from joint
ventures and associates
106 (108) 4 5 77 43 0 0 187 (60)
Gain on disposals of assets (0) 27 62 7 0 0 0 0 62 34
Total income 363 231 928 1 010 106 64 (23) (25) 1 374 1 281
EBITDA
Depreciation and
impairments
233
(81)
104
(80)
131
(22)
138
(73)
67
(0)
33
(1)
(0)
0
(0)
0
431
(104)
275
(154)
Operating profit 1 151 24 108 65 67 32 (0) (0) 327 122
Financial
income/(expenses)
Profit/(loss) before tax
(17)
134
(98)
(73)
(28)
80
3
69
4
71
9
41
0
(0)
0
(0)
(41)
286
(86)
36
Tax income/(expense) (22) 33 (15) (16) 2 2 0 0 (35) 19
Profit/(loss) 113 (40) 65 52 73 42 (0) (0) 251 55
Minority interests 31 (11) 1 2 18 10 0 0 49 1
Profit/(loss) to the owners
of parent
82 (29) 64 50 55 33 (0) (0) 201 54

1 Cash settled portion of bunker hedge swaps is included in net operating profit by reduction/(increase) of voyage related expenses.

2 Holding and Investments includes Wilh.Wilhelmsen Holding ASA, Wilh.Wilhelmsen Holding Invest group and minor activities which fail to meet the definition for other segments.

Joint ventures based on equity method

Cont note 12 - Segment reporting: Balance sheet per operating segments

Holding &
USD mill WWASA group WMS group Investments Eliminations Total
Year to date 31.12
2016
31.12
2015
31.12
2016
31.12
2015
31.12
2016
31.12
2015
31.12
2016
31.12
2015
31.12
2016
31.12
2015
Assets
Deferred tax asset 55 67 15 22 5 3 0 0 75 92
Intangible assets 6 6 138 199 0 0 0 0 145 205
Tangible assets 1 879 1 827 166 182 2 2 0 0 2 047 2 011
Investments in joint ventures and associates 768 689 13 15 479 412 0 0 1 259 1 116
Other non current assets 1 1 108 9 147 131 0 0 256 141
Current financial investments 202 242 0 0 83 85 0 0 285 327
Other current assets 22 24 307 455 7 6 (2) (3) 333 482
Cash and cash equivalents 81 108 161 181 54 22 0 0 296 311
Total assets 3 013 2 963 908 1 063 776 663 (2) (3) 4 695 4 686
Equity and liabilities
Equity majority 1 146 959 330 273 514 522 0 0 1 990 1 754
Equity minority interests 289 359 (1) 0 214 92 502 452
Deferred tax 0 1 12 20 0 0 0 0 12 20
Interest-bearing debt 1 320 1 319 179 307 34 34 0 0 1 533 1 660
Other non current liabilities 169 225 120 126 7 7 0 0 296 358
Other current liabilities 89 100 267 336 7 7 (2) (3) 362 441
Total equity and liabilities 3 013 2 963 908 1 063 776 663 (2) (3) 4 695 4 686

Joint ventures based on equity method

Cont note 12 - Segment reporting: Cash flow per segment

USD mill WWASA group WMS group Holding & Investments
Quarter Q4 2016 Q4 2015 Q4 2016 Q4 2015 Q4 2016 Q4 2015
Profit before tax (2) 48 44 37 27 3
Net financial (income)/expenses (5) 8 12 (6) (5) (9)
Depreciation/impairment 21 20 5 5 0 0
Change in working capital (26) (14) 57 (14) 2 2
Share of profit from joint ventures and associates 32 (24) (1) (2) (27) (2)
Net (gain)/loss from sale of subsidiaries and fixed assets (0) (62)
Dividend received from joint ventures and associates 11 8 2 1 2 2
Net cash provided by operating activities 30 46 57 22 (1) (4)
Net sale/(investments) in fixed assets (3) (3) 2 (9) (1)
Net sale/(investments) in entities and segments - 0 107 (9) 1 (34)
Current financial investments 54 1 0 1 16 3
Net changes in other investments 0 (1) (23) 9 - -
Net cash flow from investing activities 51 (3) 87 (9) 16 (31)
Net change of debt (105) (30) (140) (7) (2) 3
Net change in other financial items (46) (24) (5) (2) (0) (0)
Net dividend from other segments/ to shareholders - (13) - 34 (9) (3)
Net cash flow from financing activities (151) (67) (145) 24 (12) (1)
Net increase in cash and cash equivalents (70) (24) (1) 37 3 (35)
Cash and cash equivalents at the beg.of the period 150 132 162 144 50 58
Cash and cash equivalents at the end of period 81 108 161 181 54 22
USD mill WWASA group WMS group Holding & Investments
YTD 2016 2015 2016 2015 2016 2015
Profit before tax 134 (73) 80 69 71 41
Net financial (income)/expenses 17 98 25 (5) (4) (15)
Depreciation/impairment 81 80 22 73 0 1
Change in working capital 33 (26) 50 (53) (9) (16)
Share of (profit)/ loss from joint ventures and associates (106) 108 (4) (5) (77) (43)
Net (gain)/loss from sale of associate - (26) (62) -
Dividend received from joint ventures and associates 52 33 7 4 13 10
Net cash provided by operating activities 212 194 118 83 (6) (23)
Net sale/(investments) in fixed assets (137) (147) (25) (33) (1) -
Net sale/(investments) in entities and segments 0 39 107 (7) (8) -
Net investment in subsidiaries 0 - - (34)
Current financial investments 43 (32) 2 2 (3) (4)
Net changes in other investments (2) 2 (23) - - -
Net cash flow from investing activities (95) (138) 61 (38) (12) (38)
Net change of debt (11) 43 (128) (22) (2) (0)
Net change in other financial items (115) (91) (13) (12) (2) (1)
Net dividend from other segments/ to shareholders (17) (41) (59) (8) 53 38
Net cash flow from financing activities (143) (89) (200) (42) 49 37
Net increase in cash and cash equivalents (27) (33) (20) 3 31 (23)
Cash and cash equivalents at the beg.of the period 108 140 181 179 22 46
Cash and cash equivalents at the end of period 81 108 161 181 54 22
Wilh. Wilhelmsen Holding group Q4 2016 unaudited 33 of 36

Joint ventures based on equity method

Note 13 - Related party transactions

WWH delivers services to the WWASA group. These include primarily human resources, tax, communication, treasury and legal services ("Shared Services") and in-house services such as canteen, post, switchboard, accounting and rent of office facilities.

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 - Restructuring of the group

The demerger of Den Norske Amerikalinje AS (owning the 12% shareholding in Hyundai Glovis) from WWASA was effective on 8th June 2016.

The demerged entity named Treasure ASA was listed on the Oslo Stock Exchange on 8th June and is part of the Holding & Investment segment.

Note 15 - Contingencies

Update on anti-trust investigations

The ongoing investigations of WWL and EUKOR are confidential. WWASA is therefore not in a position to comment on the ongoing investigations within remaining jurisdictions. The processes are expected to continue to take time, but further clarifications are expected during 2017.

Note 16 - Events occurring after the balance sheet date

New ownership structure for joint ventures

Wilhelmsen and Wallenius have signed an agreement leading to a new ownership structure for their jointly owned investments in Wallenius Wilhelmsen Logistics, EUKOR Car Carriers and American Roll on Roll off Carrier. The extra ordinary general meetings of the respective companies have approved the proposed merger.

The completion of the merger is pending approval from competition authorities, which is expected during april 2017.

In addition, WWASA group and WMS group have several transactions with associates. The contracts governing such transactions are based on commercial market terms and mainly relate to the chartering of vessels on short and long term charters.

All shareholders of WWASA received 1 share in Treasure ASA for every share held in WWASA.

No other material events occured between the balance sheet date and the date when the accounts were presented providing new information about conditions prevailing on the balance sheet date.

BLANK

Wilh. Wilhelmsen Holding ASA PO Box 33 NO-1324 Lysaker, NORWAY Tel: +47 67 58 40 00 Email: [email protected] http://www.wilhelmsen.com/

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