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Wallenius Wilhelmsen

Quarterly Report Nov 9, 2021

3787_rns_2021-11-09_6edb3c49-c1fa-40a6-bac0-db82e21d1cd5.pdf

Quarterly Report

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Highlights – Q3 2021

  • EBITDA ended at a record USD 223m, the highest quarterly level since the merger in 2017.
  • Strong rate and profitability development in the Shipping segment outweigh a reduction in volumes and lower activity in Logistics and Government services.
  • Semiconductor chip shortages impact volumes across all segments.
  • Successful bond issue of NOK 1,500m in August with pricing 3m NIBOR+390bps and 5-year maturity.
  • Cash position of USD 587m, up USD 21m QoQ.

Commenting on the third quarter results, Torbjørn Wist, CFO and Acting CEO of Wallenius Wilhelmsen, said:

͞Despite trade imbalances, semiconductor and other supply chain disruptions, Wallenius Wilhelmsen delivers the highest quarterly EBITDA since the merger in 2017.

Strong shipping performance countered muted development in other areas this quarter. In the Shipping segment, we demonstrated our operating flexibility and ability to adapt to secure higher margin cargos, despite the volume drop in autos caused by the chip shortage.

The global economy is in recovery, but we are still prepared for continued volatility and imbalance in the market. On our journey back to normalization we continue to increase active vessel days through Q4 with reactivation of vessels and delivery of the final newbuild͟.

Consolidated results and key figures – Q3 2021

EBITDA ended at a record USD 223m, the highest quarterly level since the merger in 2017. Strong rate and profitability development in the Shipping segment outweigh muted developments in Logistics and Government services.

USDm Q3 2021 Q2 2021 % change
QoQ
Q3 2020 % change
YoY
Total revenue 990 978 1% 697 42%
EBITDA 223 170 31% 152 47%
EBIT 108 64 68% 40 168%
Profit/(loss) for the period 65 17 273% 4 1,367%
EPS 1) 0.12 0.03 362% 0.01 916%
Net interest-bearing debt 3,403 3,487 (2%) 3,437 (1%)
ROCE 6.4% 3.8% n.a. 2.5% n.a.
Equity ratio 35.7% 34.5% n.a 34.0% n.a.
EBITDA adjusted 2) 223 205 9% 152 47%

1) After tax and non-controlling interests

2) Q2-21 EBITDA adjusted for USD 35m increase in provisions

Consolidated results

Total revenue in Q3 was USD 990m, up 1% QoQ, on the back of solid Shipping results, flat development for Government services and despite a negative development for Logistics. Compared to Q3-20, a quarter significantly impacted by COVID19, total revenue for the group was up 42%.

EBITDA ended at a solid USD 223m; the highest level seen since the merger in 2017. EBITDA strengthened 31% QoQ, while adjusted EBITDA increased 9%. The solid improvement in adjusted EBITDA was largely driven by strong rate development and positive net fuel cost impact in the Shipping segment that resulted in a USD 32m increase, while Logistics adjusted EBITDA fell by USD 14m on negative volumes due to the semiconductor chip shortage, Government services was slightly down by USD 0.5m and SG&A on Holding developed flat.

EBITDA increased by 47% YoY, as the significant improvement in the Shipping segment countered negative development in Logistics and Government services.

During Q3 the value of the net derivative arising from the put-call arrangement in the shareholder agreement for EUKOR increased by USD 4m, positively impacting EBIT. The financial derivative is recognized as an Other noncurrent asset and had a carrying value of USD 128m at the end of the quarter, compared to USD 124m in Q2.

Net financial expenses were USD 42m in Q3, USD 3m lower than in Q2 driven mostly by movements in interest rates. Interest expense including realized interest derivatives was USD 40m, down by USD 1m versus last quarter. Net financial expenses were positively impacted by USD 4m in net unrealized gains on derivatives. Currency developed negative with USD 11m loss in the quarter, due to realized loss and accounting effects in connection with bond maturity and buybacks.

The group recorded a tax expense of USD 1m for Q3, compared to USD 3m in Q2. The group continues the nonrecognition of net deferred tax asset in the balance sheet related to tax losses in the Norwegian entities, primarily due to uncertain future utilization.

The quarter ended with a net profit of USD 65m, up from the USD 17m net profit in Q2 and the USD 4m net profit in Q3-20.

Capital and financing

On 20 August Wallenius Wilhelmsen ASA successfully completed a new NOK 1,500m senior unsecured issue at 3 month NIBOR plus a margin of 3.90 % p.a. maturing on 3 March 2026, swapped to USD 166m. Net proceeds of USD 41m (after buybacks, a September maturity and swap impacts). During the quarter two scrubber installations were lease financed with around USD 11 million (non-cash effect), and a vessel facility matured with a balloon payment of USD 7m.

Cash and cash equivalents were USD 587m, up USD 21m QoQ. Solid operational performance, USD 4m in reduction of net working capital and USD 41m in net proceeds from the bond issue were countered by USD 7m in balloon payment, USD 28m in investments (for dry dock, maintenance and scrubber installation) and USD 32m paid in customer settlements and jurisdictional fines (see Note 12 – Provisions). In addition to the cash position, Wallenius Wilhelmsen had USD 349m in undrawn credit facilities and USD 50m committed for the delivery financing of the final newbuild (see Events after the balance sheet date).

The equity ratio was 35.7% at the end of Q3, up from 34.5% at the end of Q2 as the group recorded a solid profit for the period. Net interest-bearing debt was USD 3,403m at the end of Q3, down from USD 3,487m in Q2 as cash increased USD 21m and as scheduled debt and lease payments together with the USD 7m balloon payment exceeded the increase in debt through the bond issue and in scrubber related lease debt.

We have a deferral agreement including a dividend block in place since 2020, which the company aims to prepay in early 2022 to clear the way for the payment of dividends in accordance with the dividend policy. For the shipping business, the company agreed with the banks of WW Ocean to defer instalments of about USD 70m, previously scheduled for the second half of 2020, to strengthen the cash position during the period of reduced activity. Scheduled repayments resumed in January 2021 and the deferred instalments are scheduled to be repaid during the remaining life of each facility with USD 55m remaining end Q3.

Fleet

Wallenius Wilhelmsen operated a fleet of 129 vessels at the end of Q3, down from 132 at the end of Q2, with the number of vessels on short-term charters varying throughout the quarter. Controlled fleet remain at 119 vessels, consisting of owned vessels and vessels on long term charter.

The group continues to increase active vessel days in the controlled fleet through Q4 with reactivation of the final vessel from cold layup and delivery of the final newbuilding. 15 of the 16 vessels in cold layup at the end of 2020 had re-entered service by end Q3, 2 of which were reactivated in Q3.

The final Post-Panamax vessel, the Nabucco, was delivered after the balance sheet date, see below. Wallenius Wilhelmsen has no further newbuilds on order.

Event after the balance sheet date

The vessel Nabucco was delivered on 19 October 2021, with related USD 39m payment to yard and drawdown of USD 50m in delivery debt financing.

On 4 November 2021, American Roll-On Roll-Off Carrier Group Inc. (ARC) announced the company was not selected by the United States Transportation Command (TRANSCOM) to provide global relocation services for the Department of Defense (DoD) and the U.S. Coast Guard, under the Global Household Goods Contract (GHC). ARC was originally awarded the GHC in April 2020. That award was protested by unsuccessful bidders, following which the Government conducted a re-evaluation. ARC submitted its updated response in December 2020 but was notified on 4 November 2021 that it was not awarded the contract. The GHC contract would have meant incremental business for the Government services segment compared to the current operations.

Shipping services

Shipping delivers strong net freight rates, demonstrating the coŵpaŶy's operating flexibility and ability to secure higher margin cargos despite the volume drop caused by the chip shortage.

USDm Q3 2021 Q2 2021 % change
QoQ
Q3 2020 % change
YoY
Total revenue 787 757 4% 485 62%
EBITDA 195 128 52% 106 84%
EBIT 114 47 144% 27 327%
Volume 1 ('000 CBM) 14,622 16,152 (9%) 11,929 23%
H&H share 2 33.5% 32.1% n.a. 27.2% n.a.
EBITDA adjusted 195 163 20% 106 84%
EBITDA adj, margin 24.8% 21.5% n.a. 21.9% n.a.

1) Prorated cubic metres (͞CBM͟)

2) Based on unprorated volumes

Shipping services - Total revenue and EBITDA

The Shipping services segment is engaged in ocean transport of vehicles and RoRo cargo. Its main customers are global car manufacturers as well as manufacturers of construction and other high and heavy equipment, in addition to select industrial break-bulk cargo.

Total revenue was USD 787m in Q3, up 4% QoQ, due to a solid increase in net freight rates and fuel surcharges, and despite volume declining 9% as the semiconductor shortage continues to hold back global auto and equipment production.

Net freight rate per CBM was very solid at USD 48.3, up from USD 42.7 in Q2, on the positive trade mix, improved cargo mix and attractive spot cargoes from amongst other pre-owned vehicles and breakbulk. This demonstrates the ĐoŵpaŶLJ's opeƌatiŶg fledžiďilitLJ, iŶĐludiŶg ďut Ŷot liŵited to the aďilitLJ to seĐuƌe higheƌ ŵaƌgiŶ Đaƌgoes despite drop in overall volumes.

The high and heavy (H&H) share based on un-prorated volumes was 33.5%, up from 32.1% in Q2, positively impacting net freight rate. The improvement in cargo mix continues on the back of strong demand for agriculture, mining and construction equipment as well as the gƌoup's solid break bulk business and is further boosted by spillover demand from the container market. In terms of absolute volume, the activity remains high, though somewhat lower than the record volumes in Q2 due to impact from semiconductor shortage on equipment production.

The trade route imbalances between Asian exports and European/Atlantic exports were exacerbated by the semiconductor shortage QoQ. The 9% drop in Shipping volumes were to a large degree driven by continued reductions in volumes on European and Atlantic export trades. These trades lag significantly behind the trade volumes in Q3-19. Meanwhile, trade volumes from Asia to Europe and Asia to South America continue to grow QoQ, positively impacting net freight rates.

In Q3, the tight capacity constraints eased due to lower volumes and as most of the gƌoup's vessels have reentered service. At the end of Q3, 15 of the 16 vessels in cold layup at the end of 2020 were reactivated and had re-entered service. Number of active vessel days was 10,085, down 3% QoQ, whereof 10% came from short-term charter activity. The short-term charter in activity reduced during the quarter as further reactivations took place and pressure on capacity has eased.

EBITDA was USD 195m, up 52% QoQ, while adjusted EBITDA increased 20% QoQ. The adjusted EBITDA margin improved from 21.5% to a very solid 24.8% on improved net freight rates and net fuel cost. Fuel surcharge revenue under FAFs1 increased with USD 17m QoQ which together with a 6% reduction in fuel consumption countered the increase in fuel price in Q3. The net fuel cost effect was positive by USD 5m compared to Q2. Adjusting for increased provisions for civil claims in Q2, the operating expenses fell by USD 2m on lower cargo volumes, despite the increase in fuel price.

YoY, the 62% increase in revenue reflects the market recovery, as Q3-20 activity was significantly impacted by COVID19. Shipping volumes increased by 23% reflecting the rebound in demand from Q3-20. Net freight per CBM increased by 28% YoY from USD 37.7 to USD 48.3, as Q3-20 reflected a pandemic low point in net freight rates. EBITDA increased 84% YoY, on the return of demand and volumes for the segment.

1 FAF (fuel adjustment factor) is a main mechanism to manage fuel price risk in the segment and the main contributor to fuel surcharges revenue. However, the segment has a short-term exposure to the fuel prices since FAF is calculated based on the average fuel price over a historical period and then fixed during an application period, creating a lag effect. As such, in periods of rising fuel prices the segment will not be able to recoup the higher prices through the FAF. Conversely, in periods of falling fuel prices the segment will benefit from higher FAF

Logistics services

Continuing semiconductor chip shortages had a negative impact on auto volumes in the Logistics services segment, leading to a reduction in revenue and profitability QoQ.

USDm Q3 2021 Q2 2021 % change
QoQ
Q3 2020 % change
YoY
Total revenue 184 203 (9%) 174 6%
EBITDA 21 35 (40%) 28 (24%)
EBIT (4) 10 n.a. 3 (252%)
EBITDA adjusted 21 35 (40%) 28 (24%)
EBITDA adj. margin 11.4% 17.2% n.a. 15.9% n.a.
EBITDA by subsegment
Solutions Americas (Auto) 5 11 (50%) 10 (45%)
Solutions Americas (H&H) 3 4 (7%) 4 (14%)
Solutions APAC/EMEA 4 6 (31%) 3 33%
Terminals 11 15 (26%) 11 2%
Other (3) (0) n.a. (0) n.a.

Logistics services - Total revenue and EBITDA

Logistics services serve mainly the same customer groups as Shipping services. Customers operating globally are offered sophisticated logistics services, such as vehicle processing centres, equipment processing centres, inland distribution networks and terminals.

Q3 revenue was USD 184m, down USD 18m from Q2. Volume development was negative as semiconductor chip and, to a lesser degree, other parts shortages continue to impact the overall business, especially in Solutions Americas (Auto) and Terminals.

Q3 EBITDA was USD 21m, down USD 9m from Q2 when adjusting for a USD 5m one-off gain during Q2. Profitability is negatively impacted by instability in the supply chain. Last minute production shut-downs and erratic volumes led to inefficiencies, including for planning of labor, across the services offered by Logistics. Lower shipping services volumes also impact value-added services and storage revenue in Terminals.

YoY, revenue increased by 6% with improved revenue in all segments except for Solutions America (Auto) where volumes were down significantly due to the semiconductor chip shortage. YoY, EBITDA decreased by 24% as a direct consequence of the reduction in auto volume and revenue.

Solutions America (Auto) revenue and volume fell 19% compared to Q2. Semiconductor chip and parts shortages contributed to plant production shutdowns. Gross profit margin was reduced from 30% to 22% in Q3 because of lower volume and increased labor inefficiencies due to volatility of volumes processed. In line with the lower volume, EBITDA declined 58% compared to prior quarter.

Solutions Americas (H&H) revenue decreased 3%, on lower transportation activity, while brokerage and equipment processing services were mainly flat. EBITDA decreased 7% QoQ, due to increased administrative expense including health insurance and IT expense.

Solutions APAC/EMEA revenue decreased 5% QoQ, driven by seasonality in Zeebrugge with lower volumes during summer period. Other parts of the APAC/EMEA region saw less of an impact from the summer slowdown and improved cargo mix resulted in higher revenues per handled unit. EBITDA decreased 30% QoQ due to increased administrative cost in Q2.

Terminal volume and revenue decreased 13% QoQ. Contributing factors correlate with the reduction in Shipping volumes QoQ. More specifically the Terminals incurred decreased auto volumes related to the semiconductor chip shortages, reduced storage volumes for auto and H&H due to strong market demand, and seasonality. On the positive side, Breakbulk volumes continue to increase on spillover from lack of capacity in the container market. EBITDA decreased by 26% QoQ, where volatile volumes and congestion had a negative impact on efficiency for labor together with increased IT costs.

Government services

The segment performed slightly weaker in Q3, as a new logistics support services contract was countered by lower U.S. flag cargo activity

USDm Q3 2021 Q2 2021 % change
QoQ
Q3 2020 % change
YoY
Total revenue 61 61 (1%) 73 (17%)
EBITDA 11 12 (3%) 23 (49%)
EBIT 2 12 (82%) 16 (85%)
EBITDA adjusted 11 12 (3%) 23 (49%)
EBITDA adj. margin 18.8% 19.2% (0.4%) 30.8% (12.0%)

Government services - Total revenue and EBITDA

The Government services segment provides ocean transport of RoRo cargo, breakbulk and vehicles. The segment also performs logistics services primarily related to multimodal transportation, stevedoring and terminal operations. The primary customer is the U.S. government, but the segment also includes commercial cargos such as those generated by the financial sponsorship of a federal program, or a guarantee provided by the U.S. government. In the segment, contract duration can vary from less than one year up to ten years. Segment revenue and EBITDA is primarily driven by government activities which are in part driven by world events and government objectives and does not necessarily follow regular seasonal patterns or quarterly trends.

Total revenue in Q3 was USD 61m, a small reduction QoQ, as revenues from a new logistics support services contract was countered by slightly lower U.S. flag cargo activity. EBITDA was USD 11m and decreased slightly by 3% QoQ due to lower revenue and increase in fuel price.

Revenue was down 17% YoY, as Q3-20 included a significant one-time positive impact from catch-up of volumes due to the Q2-20 COVID19 government stop move order. EBITDA was 12% lower YoY, largely due to the post-COVID19 Q3-20 catch-up in volumes noted above.

Market update

Automotive sales in Q3-21 declined with 11% from Q3 last year, as semiconductor shortage has led to reduced sales in all major markets. Sales were down 15% compared to the same pre-COVID19 quarter in 2019. Demand for High & Heavy machinery continued to grow strongly around the world.

Auto markets1

Global light vehicle (͞LV͟) sales include all passenger cars, SUVs, MPVs and light commercial vehicles. Sales in Q3-21 were down 10.0% from Q2-21 and down 11% compared to Q2-20. Base of comparison from last year was inflated by stimulus such as tax deduction on low emission vehicles. This quarter has LV sales and production have been hindered by disruptions in the automotive supply chain. The semiconductor shortage has led to low vehicle inventories, followed by increased waiting times for new vehicles Global light vehicle sales (mill units)

in many regions. Compared to sales in same pre-COVID19 quarter in 2019 sales were down 14.6%. Demand side is strong with low interest rates and an improved job market. The risk of variations of COVID19 intensity remains present. New mutated variations of the virus do not support recovery. However, both the demand and supply sides have some experience in how to handle the situation. Shortage of semiconductor chips is expected to cause some disruption in various regions during H1-22 and is expected to stabilize during H2-22. Further sales increase in auto markets is dependent on higher production figures as inventories are running low. Incentives in the LV sector in Europe and China has led the sales mix to low emission vehicles.

North American sales declined 9.2% YoY (down 18.2% QoQ). Strong underlying demand with high consumer confidence is not translated into high LV sales as production is hampered by semiconductor shortage. Original eƋuipŵeŶt ŵaŶufaĐtuƌeƌs ;͞OEMs͟Ϳ prioritize the most profitable models. Average transaction price is high, inventories are low and retail sales performed better than fleet sales in the US.

Sales in Europe declined 17.1% YoY and 16.9% QoQ as vehicle production were held back by issues in the supply

chain including semiconductor shortage. Governmental subsidies continue, mostly focused on low-emission vehicles generally and Battery Electric Vehicles (BEVs) specifically. Other factors not driving LV sales include the implementation of the EU WLTP emission test scheme, diesel woes and Brexit.

The Chinese LV market was also hit by supply chain constraints and semiconductor shortage and sales declined 15.9% YoY and declined 4.3% QoQ. Q3-21 sales were also 7.1% lower than Q3-

1 Source: IHS Markit

19 figures. Consumer confidence remains strong and particularly urban buyers are tempted by incentives for lowemission plug-in hybrid and battery electric vehicles seeing the segment expand with triple digits. Sales rate for all vehicles for first 9 months of the year ended at 25.2m.

Global deep-sea exports in Q3-21 were up 0.2% compared to Q3-20, and down 12.0% from Q2-21.

Exports out of North America were down 4.7% YoY (down 10.7% QoQ), due to semiconductor shortage. European exports declined 1.4% YoY, down 13.0% QoQ. Japanese exports in Q3-21 declined 3.5% YoY, down 14.7% QoQ, with main volumes exported to North America and Europe. Exports out of South Korea declined 6.0% YoY and was down 19.6% QoQ. Chinese exports were up 47% YoY (down 16.6% QoQ).

High and heavy markets

Global demand in the H&H segment again grew strongly in Q3-21. Exports of construction, agriculture and rolling mining machinery improved 45.3% YoY in the three-month period ending in August1 . Growth moderated slightly compared to last quarter, due to a combination of supply challenges and a higher basis for comparison.

Exports of construction equipment increased 53.0% YoY as volumes continued to grow strongly to all regions. Meanwhile, the construction sector2 extended its uneven recovery around the world. In the US, construction spending inched up again due mainly to higher residential activity. The Australian construction sector was severely disrupted by Covid lockdowns, but recovered partially in September. In Europe, the construction sector continued its slow return with activity levels moving sideways compared to last quarter.

Global mining equipment markets also continued to recover healthily in Q3-213 , as prices of key metals surged towards all-time highs. The number of machines shipped was 57.9% higher than last year and essentially unchanged from last quarter. Volumes increased strongly to Africa, Asia, Europe, and Latin America, while shipments to Oceania and North America were largely on par with the same period last year.

Global exports of farm machinery extended the ongoing upcycle and increased 27.2% YoY, with volumes strengthening to all destination regions. Growth moderated compared to last quarter, due mainly to tougher comparables. End user demand was more mixed in the in the period4 , with equipment availability becoming increasingly challenging around the world. U.S. high-horsepower tractor sales lifted another 31.2% YoY, and the Australian market extended its remarkable upturn with sales surging 52.6%. Meanwhile, growth in key European

1 Source: IHS Markit (All import/export data refer to the three-month rolling period ending in August 2021 unless otherwise specified, and are limited to countries (66% of total) that have reported August customs data per November 3rd , 2021) 2 Sources: IHS Markit, U.S. Bureau of Census, Ai Group, Eurostat

3 Source: The Parker Bay Company

4 Sources: AEM, TMA, AEA and VDMA tractor sales/registrations (US (2WD +100HP & 4WD), Australia (100+HP), UK (+50HP) and Germany (+70kW)

markets slowed markedly. The expansion of the UK market decelerated to 7.1% YoY, while registrations in Germany fell 5.7% compared to the same period last year.

Global fleet

The global car carrier fleet (with size >1,000 car equivalent uŶits, ͞CEU͟) totalled 697 vessels with a capacity of 3.91m CEU at the end of Q3-21. During Q3-21 one new vessel was delivered, while no vessels were recycled. 24 new orders were confirmed in the period (for vessels >4,000 CEU). The orderbook for deep-sea vehicle carriers (>4,000 CEU) counts 40 vessels, which amounts to about 8% of the global fleet capacity.

Sustainability

We have a long history working with sustainability and this is at the core of everything we do. Our journey towards a sustainable logistic company is founded on the four Ps: Principles of governance, People, Planet & Prosperity.

Principles of governance

To strengthen our governance on sustainability we have appointed a new Chief Sustainability Officer Anette Rønnov, who reports directly to the CEO. This is an important new role to further strengthen and operationalize our approach to sustainability across the organization. The Board is strongly committed to sustainability, sets the direction for management, and follows up regularly in board meetings.

People

Our priority is to keep our people safe and in a healthy environment. Recovering from the pandemic, our focus is on mental health and creating an environment where employees can return to the offices feeling safe. The combined Shipping and Government services LTIF rate has fluctuated continuously over the last years, with no clear trend the last quarters. The Logistics services LTIF shows a positive development compared to the last quarters. Management measures being taken to address key safety hazards are observed to lead to direct results in the LTIF results.

This quarter we reached our target within diversity which was to recruit 10 female top talents to Senior Manager position and above. In our internal employee survey, we reached our target on questions regarding diversity, equity, and inclusion with a score of 8.2 of 10 compared to the ambition of 7.7.

Planet

We aƌe takiŶg oŶ shippiŶg aŶd logistiĐs' gƌeatest ĐhalleŶge - getting to net zero-emissions. For Wallenius Wilhelmsen, more than 99% of our Scope 1 and 2 greenhouse gas emissions derive from our shipping operations and have therefore been the key focus of our reduction efforts. Our efforts have resulted in a reduction in our CO2 intensity by 33.6% from 2008 to 2019.

To strengthen our efforts and to further align with the Paris Agreement, Wallenius Wilhelmsen committed to a ĐaƌďoŶ iŶteŶsitLJ taƌget ;the ͞Taƌget͟Ϳ ǁhiĐh ǁas appƌoǀed ďLJ ouƌ ďoaƌd iŶ MaƌĐh 2020: Our Target is to reduce our CO2 intensity by 27.5% from 2019 to 2030.

The total CO2 emitted for Q3 was about 4% lower than the previous quarter, while the corresponding cargo work done decreased by about 7% measured in tonne kilometers. In total, this resulted in an increase of about 3% in carbon intensity, measured in grams of CO2 emitted per tonne kilometer, compared to Q2.

Prosperity

We are working to create prosperity for our society beyond our financial results. We collaborate with suppliers and service providers to investigate technology options. Wallenius Wilhelmsen is a member of an R&D coalition that is seeking to develop and bring to scale a lignin-based maritime bio-fuel product that would achieve a steep reduction in lifecycle GHG emissions relative to conventional fossil fuels.

Prospects

We continue to expect the supply-demand balance in Shipping to remain favorable over the mid-term due to the overall global fleet situation. Logistics volumes will benefit from stabilization of automotive semiconductor chip supply expected during 2022. Potential risks include further shortages of semiconductor chips and other parts, labor shortages, negative impacts of any further imbalances and disruptions to the global supply chains, and operational impact from any new COVID19 outbreaks. Continuing stabilization of market conditions will provide more financial flexibility and help drive future shareholder value creation.

Lysaker, 9 November 2021 The board of directors of Wallenius Wilhelmsen ASA

Rune Bjerke – Chair

Margareta Alestig Anna Felländer Jonas Kleberg Marianne Lie Thomas Wilhelmsen

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

Consolidated income statement

USD million Notes Q3 2021 Q3 2020 YTD 2021 YTD 2020 2020
Total revenue 3 990 697 2,806 2,136 2,958
Operating expenses 3 (767) (545) (2,282) (1,812) (2,484)
Operating profit before depreciation, amortisation and
impairment (EBITDA) 223 152 524 323 473
Other gain/(loss) 2 4 (1) (2) (36) (16)
Depreciation and amortisation 4, 5, 6 (119) (110) (350) (339) (451)
(Impairment)/reversal of impairment 4, 5, 6, 7 0 - 14 (84) (90)
Operating profit/(loss) (EBIT) 108 40 185 (136) (84)
Share of profit/(loss) from joint ventures and associates 0 0 1 0 1
Interest income and other financial items 15 13 51 29 34
Interest expenses and other financial expenses (57) (50) (152) (249) (257)
Financial items - net 8 (42) (36) (101) (220) (223)
Profit/(loss) before tax 66 4 85 (355) (306)
Tax income/(expenses) 10 (1) 0 (7) 7 4
Profit/(loss) for the period 65 4 78 (349) (302)
Profit/(loss) for the period attributable to:
Owners of the parent 51 5 57 (334) (286)
Non-controlling interests 14 (1) 22 (15) (16)
Basic and diluted earnings per share (USD) 9 0.12 0.01 0.13 (0.79) (0.68)

Consolidated statement of comprehensive income

USD million Q3 2021 Q3 2020 YTD 2021 YTD 2020 2020
Profit/(loss) for the period 65 4 78 (349) (302)
Other comprehensive income/(loss):
Items that may subsequently be reclassified to the income statement
Currency translation adjustment (3) 4 (5) (2) 6
Items that will not be reclassified to the income statement
Remeasurement pension liabilities, net of tax - (4) - (4) (8)
Other comprehensive income/(loss) for the period (3) (0) (5) (7) (1)
Total comprehensive income/(loss) for the period 62 4 74 (355) (303)
Total comprehensive income/(loss) attributable to:
Owners of the parent 48 5 52 (340) (288)
Non-controlling interests 14 (0) 21 (15) (15)
Total comprehensive income/(loss) for the period 62 4 74 (355) (303)

Balance sheet

USD million Notes 30 Sep 2021 30 Sep 2020 31 Dec 2020
ASSETS
Non-current assets
Deferred tax assets 86 87 87
Goodwill and other intangible assets 4 542 582 571
Vessels and other tangible assets 5 4,051 4,213 4,175
Right-of-use assets 6 1,417 1,373 1,365
Other non-current assets 2 190 177 194
Total non-current assets 6,285 6,432 6,391
Current assets
Fuel/luboil 103 49 79
Trade receivables 385 314 363
Other current assets 147 137 135
Cash and cash equivalents 587 600 654
Assets held for sale 7 - 5 5
Total current assets 1,222 1,106 1,237
Total assets 7,507 7,537 7,628
EQUITY and LIABILITIES
Equity
Share capital 9 28 28 28
Retained earnings and other reserves 2,415 2,310 2,363
Total equity attributable to owners of the parent 2,443 2,338 2,391
Non-controlling interests 240 226 224
Total equity 2,683 2,564 2,615
Non-current liabilities
Pension liabilities 66 67 68
Deferred tax liabilities 76 89 84
Non-current interest-bearing loans and bonds 11 2,265 2,256 2,353
Non-current lease liabilities 11 1,170 1,212 1,176
Non-current provisions 4 74 59
Other non-current liabilities 101 242 179
Total non-current liabilities 3,683 3,939 3,919
Current liabilities
Trade payables 112 113 142
Current interest-bearing loans and bonds 11 349 405 378
Current lease liabilities 11 205 164 174
Current income tax liabilities 5 5 6
Current provisions 117 34 51
Other current liabilities 352 313 343
Total current liabilities 1,141 1,034 1,094
Total equity and liabilities 7,507 7,537 7,628

Cash flow statement

USD million Notes Q3 2021 Q3 2020 YTD 2021 YTD 2020 2020
Cash flow from operating activities
Profit/(loss) before tax 66 4 85 (355) (306)
Financial (income)/expenses 42 36 101 220 223
Share of net (income)/loss from joint ventures and associates (0) (0) (1) (0) (1)
Depreciation and amortisation 4, 5, 6 119 110 350 339 451
Impairment/(reversal of impairment) (0) - (14) 84 90
(Gain)/loss on sale of tangible assets (2) (1) (2) 7 7
Change in net pension assets/liabilities (6) 1 (2) (0) 2
Change in derivative financial assets 2 (4) 1 2 36 16
Other change in working capital 12 (47) (1) (114) 154 141
Tax (paid)/received (2) (6) (12) (7) (9)
Net cash flow provided by operating activities 1) 166 145 395 477 615
Cash flow from investing activities
Dividend received from joint ventures and associates - - 0 - -
Proceeds from sale of tangible assets 1 5 5 9 8
Investments in vessels, other tangible and intangible assets (29) (73) (68) (108) (135)
Investments in joint ventures
Interest received
-
0
(0)
1
(8)
1
(8)
3
(8)
4
Net cash flow used in investing activities (28) (67) (70) (104) (130)
Cash flow from financing activities
Proceeds from issue of debt 174 260 287 440 557
Repayment of bank loans and bonds 10 (194) (186) (400) (329) (417)
Repayment of lease liabilities 10 (54) (44) (148) (136) (181)
Interest paid including interest derivatives (40) (41) (128) (126) (166)
Realised other derivatives (1) (5) 2 (19) (19)
Dividend to non-controlling interests (2) (1) (6) (1) (3)
Net cash flow used in financing activities (117) (17) (393) (171) (229)
Net increase/(decrease) in cash and cash equivalents 21 62 (68) 202 256
Cash and cash equivalents at beginning of period 566 539 654 398 398
Cash and cash equivalents at end of period1) 587 600 587 600 654

1) 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.

Statement of changes in equity

USD million Retained
earnings
Non
Share Own Total paid and other controlling
Notes capital shares in capital reserves Total interests Total equity
2021
Balance at 31 December 2020 28 (0) 28 2,363 2,391 224 2,615
Profit for the period - - - 57 57 22 78
Other comprehensive loss - - - (4) (4) (0) (5)
Total comprehensive income/(loss) - - - 52 52 21 74
Sale of own shares - - - - - - -
Dividend to non-controlling interests - - - - - (6) (6)
Balance at 30 September 2021 28 (0) 28 2,415 2,443 240 2,683
Retained
earnings Non
Share Own Total paid and other controlling
Capital shares in capital reserves Total interests Total equity
2020
Balance at 31 December 2019 28 (0) 28 2,650 2,678 243 2,921
Loss for the period - - - (334) (334) (15) (349)
Other comprehensive loss - - - (7) (7) (0) (7)
Total comprehensive loss - - - (340) (340) (15) (355)
Sale of own shares - 0 0 0 0 - 0
Dividend to non-controlling interests - - - - - (1) (1)
Balance 30 September 2020 28 (0) 28 2,310 2,338 226 2,564
USD million Retained
earnings Non
Share Own Total paid and other controlling
Notes capital shares in capital reserves Total interests Total equity
2020
Balance at 31 December 2019 28 (0) 28 2,650 2,678 243 2,921
Loss for the period - - - (286) (286) (16) (302)
Other comprehensive income/(loss) - - - (2) (2) 0 (1)
Total comprehensive loss - - - (288) (288) (15) (303)
Sale of own shares - 0 0 0 0 - 0
Dividend to non-controlling interests - - - - - (3) (3)
Balance at 31 December 2020 28 (0) 28 2,363 2,391 224 2,615

Note 1 - Accounting Principles

This consolidated interim financial report has been prepared in accordance with International Accounting Standards 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 2020 for Wallenius Wilhelmsen ASA group (the group), which has been prepared in accordance with IFRS's endorsed by the EU.

The accounting policies implemented are consistent with those of the annual financial statements for the group for the year end 31 December 2020.

Use of judgements and estimates

In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and

Note 2 - Other gain/(loss)

Non-controlling shareholders hold a put option for their 20% shareholding in EUKOR through a shareholder agreement entered into in 2002. The shareholder agreement also contains a symmetrical call option held by the group.

Non-controlling interests containing a symmetrical put and call option held by the non-controlling interest shareholders and the group, respectively, is recognised as one integrated derivative financial instrument. The derivative financial instrument is recognised as a non-current asset when the options are exercisable and the fair value of the non-controlling interest exceed the value of the exercise price for symmetrical put and call option.

During third quarter 2021, the change in the value of the derivative was USD 4 million recognised as a gain under Other gain/(loss) in the income statement. One of the most important elements to calculate the gain/loss is the estimated value of the 20% non-controlling interest related to EUKOR.

liabilities, income and expense. Actual results may differ from these estimates. The effect of a change in an accounting estimate is recognised in profit or loss in the period where the estimate is revised or in the period of the revision and future periods if the change affects both.

The significant judgements made by management in applying the group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

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

Year-to-date a loss of USD 2 million has been recognised under Other gain/(loss) in the income statement. This was mainly related to increased estimated cash flow used in calculating the value of the EUKOR shares compared to year end 2020.

The change in value during third quarter 2020, was USD 1 million recognised as a loss under Other gain/(loss) in the income statement. The 2020 year-to-date loss from change in the value of the derivative increased to USD 36 million, recognised as a loss under Other gain/(loss) in the income statement.

The financial derivative is recognised as an Other non-current asset and has a carrying value of USD 128 million at the end of third quarter 2021, compared to USD 110 million in third quarter last year.

Note 3 - Segment description

Wallenius Wilhelmsen changed the reporting segments on 1 January 2021, and they now comprise:

  • Shipping services
  • Logistics services
  • Government services

The reporting segments are the key components of the group's business which are assessed, monitored and managed on a regular basis by the Chief Executive Officer (CEO).

The Board of Directors and management have identified the three reporting segments based on the current organization of activities. Such organization of activities and reporting segments are continuously being assessed and remains subject to future changes

The activity in the Government services was mainly recognised in the Ocean segment earlier, but also partly in Landbased. This activity has now been separated out primarily due to separate monitoring by the CEO in addition to its nature in being a service provider to the governmental sector. Comparable figures have been restated accordingly.

Shipping services

The Shipping services segment is engaged in ocean transport of cars and RoRo cargo. Its main customers are global car manufacturers as well as manufacturers of construction and other high and heavy equipment, in addition to select industrial break-bulk cargo. The customers' cargo is carried in a worldwide transport network. This is the group's most capitalintensive segment. The revenue is generated from transporting these products and varies with voyage routes. The total vessel capacity is balanced by time charter, both in and out. The shipping services segment's margin is highly influenced by fuel prices. FAF (fuel adjustment factor) is a main mechanism to manage fuel oil price risk in the segment and the main contributor to fuel surcharges revenue. However, the segment has a short-term exposure to the fuel prices since FAF is calculated based on the average fuel price over a historical period and then fixed during an application period, creating a lag effect. As such, in periods of rising fuel prices the segment will not be able to recoup the higher prices through the FAF. Conversely, in periods of falling fuel prices the segment will benefit from higher FAF. In the shipping services segment, contract duration is normally one to five years, with some 20- 30% of contracts being renewed annually. Fixed prices are usually applied, with review for CPI development or other

applicable index for contracts exceeding three years. FAF adjustments are reflected in most contracts and represent a variable pricing element. In some contracts, the group is guaranteed a fixed percentage of a customer's volume, but mostly there are no defined minimum volumes.

Logistics services

The logistics segment has mainly the same customer groups as shipping services. Customers operating globally are offered sophisticated logistics services, such as vehicle processing centres, equipment processing centres, inland distribution networks and terminals. The segment's primary assets are human capital (expertise and systems) and customer contacts reflected in long-term relationships. In the logistics services segment, contract duration is normally one to five years, with some 20-30% of contracts being renewed annually. Pricing is usually fixed, and volumes may vary depending on customer output.

Government services

The government services segment provides ocean transport of RoRo cargo, breakbulk and vehicles. The segment also performs logistics services primarily related to multimodal transportation, stevedoring and terminal operations. The primary customer is the U.S. government, but the segment also includes commercial cargos such as those generated by the financial sponsorship of a Federal program or a guarantee provided by the U.S. Government. In the government services segment, contract duration can vary between less than one year and as long as ten years. Segment revenue and EBITDA is primarily driven by government activities which are in part driven by world events and government objectives, and does not necessarily follow regular seasonal patterns.

Holding/Eliminations

Remaining group activities are shown in the "holding/eliminations" column. The holding segment includes the parent company, and other minor activities (including corporate group activities like operational management, tax and finance) which fail to meet the definition for other core activities. Eliminations are transactions between the group's three segments mentioned above.

Note 3 - Segment reporting - QTD

USD million Shipping services Logistics services Government services Holding & Eliminations Total
Q3 Q3 Q3 Q3 Q3 Q3 Q3 Q3 Q3 Q3
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Net freight revenue 706 450 - - 27 47 - - 733 498
Fuel surcharges 72 24 - - 1 1 - - 73 26
Operating revenue 6 7 161 153 16 13 - - 184 174
Internal operating revenue 3 3 23 21 16 11 (42) (35) - -
Total revenue 787 485 184 174 61 73 (42) (35) 990 697
Cargo expenses (164) (107) - - (12) (12) 33 33 (143) (86)
Fuel (190) (85) - - (7) (5) - - (197) (90)
Other voyage expenses (104) (86) - - (3) (6) - - (107) (92)
Ship operating expenses (52) (45) - - (14) (17) - - (66) (62)
Charter expenses (47) (26) - - (7) (6) 7 2 (47) (30)
Manufacturing cost - - (62) (52) (1) (2) 2 0 (61) (53)
Other operating expenses (2) (1) (68) (62) (1) 1 - (1) (70) (64)
Selling, general and admin expenses (33) (28) (34) (32) (4) (4) (4) (5) (76) (69)
Total operating expenses (592) (379) (163) (146) (49) (51) 38 30 (767) (545)
Operating profit/(loss) before
depreciation, amortisation and
impairment (EBITDA) 195 106 21 28 11 23 (5) (5) 223 152
Other gain/(loss) 4 (1) - - - - - - 4 (1)
Depreciation (84) (78) (17) (15) (8) (5) - - (108) (99)
Amortisation (1) (0) (9) (10) (2) (2) - - (11) (11)
(Impairment)/reversal of impairment - - 0 - - - - - 0 -
Operating profit/(loss) (EBIT)1) 114 27 (4) 3 2 16 (5) (5) 108 40
Share of profit/(loss) from joint ventures
and associates - - 0 0 - - - - 0 0
Financial income/(expenses) (25) (26) (8) (6) (1) (0) (8) (4) (42) (36)
Profit/(loss) before tax 89 1 (12) (3) 2 15 (12) (8) 66 4
Tax income/(expense) (4) (1) 3 1 (0) 0 - 0 (1) 0
Profit/(loss) for the period 86 (0) (9) (3) 1 16 (12) (8) 65 4
Profit/(loss) for the period attributable to:
Owners of the parent 72 0 (10) (3) 1 16 (12) (8) 51 5
Non-controlling interests 14 (1) 0 0 - - - - 14 (1)

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

Note 3 - Segment reporting - YTD

USD million Shipping services Logistics services Government services Holding & Eliminations Total
YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD
2021 2020 2020 2021 2020 2020 2021 2020 2020 2021 2020 2020 2021 2020 2020
Net freight revenue 1,982 1,363 1,931 - - - 80 96 122 - - - 2,062 1,458 2,053
Fuel surcharges 155 151 174 - - - 4 3 4 - - - 159 153 178
Operating revenue 23 33 32 514 441 620 48 50 75 - - - 585 524 727
Internal operating revenue 7 6 8 75 58 85 44 32 47 (127) (96) (139) - - -
Total revenue 2,168 1,553 2,145 590 499 704 176 180 247 (127) (96) (139) 2,806 2,136 2,958
Cargo expenses (497) (330) (476) - - - (37) (27) (39) 110 87 126 (424) (270) (390)
Fuel (506) (344) (452) - - - (17) (17) (21) - - - (523) (361) (474)
Other voyage expenses (316) (248) (345) - - - (9) (13) (14) - - - (325) (261) (360)
Ship operating expenses (154) (138) (185) - - - (42) (46) (60) - - - (196) (184) (246)
Charter expenses (134) (87) (131) - - - (22) (21) (29) 13 6 10 (143) (102) (150)
Manufacturing cost - - - (190) (158) (219) (3) (6) (13) 4 2 3 (189) (161) (228)
Other operating expenses (39) (67) (68) (225) (201) (284) (1) 0 (0) - - - (264) (268) (352)
Selling, general and admin expenses (99) (93) (130) (91) (90) (124) (12) (11) (15) (16) (11) (15) (218) (206) (285)
Total operating expenses (1,745) (1,307) (1,788) (505) (449) (626) (143) (141) (192) 111 85 123 (2,282) (1,812) (2,484)
Operating profit/(loss) before
depreciation, amortisation and
impairment (EBITDA) 423 245 357 85 50 78 33 40 55 (16) (11) (16) 524 323 473
Other gain/(loss) (2) (36) (16) - - - - - - - - - (2) (36) (16)
Depreciation (244) (241) (319) (50) (45) (61) (25) (19) (25) - - - (318) (305) (404)
Amortisation (2) (1) (2) (26) (29) (38) (5) (5) (6) - - - (32) (34) (47)
(Impairment)/reversal of impairment - (18) (18) (0) (40) (40) 14 (27) (32) - - - 14 (84) (90)
Operating profit/(loss) (EBIT)1) 174 (50) 2 9 (64) (61) 18 (11) (8) (16) (11) (16) 185 (136) (84)
Share of profit/(loss) from joint ventures
and associates - - - 1 0 1 - - - - - - 1 0 1
Financial income/(expenses) (65) (153) (165) (22) (44) (43) (1) (3) (5) (13) (19) (11) (101) (220) (223)
Profit/(loss) before tax 109 (203) (163) (12) (108) (103) 17 (13) (13) (30) (31) (27) 85 (355) (306)
Tax income/(expense) (10) (3) (17) 4 8 16 (0) 1 8 (0) 1 (3) (7) 7 4
Profit/(loss) for the period 99 (206) (180) (8) (100) (87) 16 (13) (5) (30) (30) (31) 78 (349) (302)
Profit/(loss) for the period attributable to:
Owners of the parent 79 (191) (164) (9) (100) (87) 16 (13) (5) (30) (30) (31) 57 (334) (286)
Non-controlling interests 20 (15) (16) 1 (0) 0 - - - - - - 22 (15) (16)

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

Note 4 - Goodwill, customer relations/contracts and other intangible assets

USD million Customer Other Total
Goodwill relations/contracts intangibleassets intangible assets
2021
Cost at 1 January 346 421 54 820
Additions - - 3 3
Disposal - - (0) (0)
Currency translation adjustment - - (0) (0)
Cost at 30 September 346 421 56 823
Accumulated amortisation and impairment losses
at 1 January (40) (188) (21) (249)
Amortisation - (27) (5) (32)
Impairment/(reversal of impairment) - - (0) (0)
Disposal - - 1 1
Accumulated amortisation and impairment
losses at 30 September (40) (216) (26) (281)
Carrying amounts at 30 September 306 205 31 542
USD million Customer Other Total
Goodwill relations/contracts intangibleassets intangible assets
2020
Cost at 1 January 346 421 50 817
Additions - - 11 11
Disposal - - (7) (7)
Currency translation adjustment - - 0 0
Cost at 31 December 346 421 54 820
Accumulated amortisation and impairment losses
at 1 January - (148) (17) (165)
Amortisation - (41) (6) (47)
Impairment1) (40) - (5) (45)
Disposal - - 7 7
Accumulated amortisation and impairment
losses at 31 December (40) (188) (21) (249)
Carrying amounts at 31 December 306 232 33 571

1)As of 31 March 2020, a portion of the goodwill in the Landbased segment was impaired.

Note 5 - Vessels and other tangible assets

USD million Property & Other Vessels & Newbuild Total
land tangible assets docking contracts* tangible assets
2021
Cost at 1 January 127 89 5,307 45 5,567
Additions 2 8 41 14 65
Disposal (1) (2) (15) (0) (18)
Reclassification 1 (2) 38 (15) 23
Currency translation adjustment (5) (2) - - (7)
Cost at 30 September 125 90 5,371 44 5,629
Accumulated depreciation and impairment losses at
1 January (16) (33) (1,343) - (1,392)
Depreciation (7) (10) (180) - (197)
Impairment/(reversal of impairment) - - 14 - 14
Disposal 1 1 14 - 16
Reclassification (0) 0 (22) - (22)
Currency translation adjustment 2 1 - - 3
Accumulated depreciation and impairment losses
at 30 September (21) (40) (1,517) - (1,579)
Carrying amounts at 30 September 103 50 3,854 44 4,051

*Newbuild contracts include instalments on scrubber installations.

USD million Property &
land
Other
tangible assets
Vessels &
docking1)
Newbuild
contracts*
Total
tangible assets
2020
Cost at 1 January 118 76 5,268 66 5,527
Additions 3 15 43 76 137
Disposal (0) (5) (13) (8) (26)
Reclassification (1) 1 8 (89) (80)
Currency translation adjustment 7 1 - - 8
Cost at 31 December 127 89 5,307 45 5,567
Accumulated depreciation and impairment losses at
1 January (5) (21) (1,158) - (1,184)
Depreciation (10) (13) (228) - (251)
Impairment - - (44) - (44)
Disposal 0 3 12 - 15
Reclassification (0) (1) 75 - 74
Currency translation adjustment (2) (1) - - (2)
Accumulated depreciation and impairment losses
at 31 December (16) (33) (1,343) - (1,392)
Carrying amounts at 31 December 111 56 3,964 45 4,175

*Newbuild contracts include instalments on scrubber installations.

1) The group has reclassified 20 vessels from right-of-use assets to tangible assets effective from 1 January 2020 due to contracts being considered financing arrangements rather than lease contracts. The corresponding lease liabilities have been reclassified to bank loans.

Note 6 - Right-of-use assets

USD million Property & Total
land Vessels Other assets leased assets
2021
Cost at 1 January 478 1,226 4 1,708
Additions 18 45 6 70
Change in lease payments 33 86 0 119
Disposal (1) (10) (0) (11)
Currency translation adjustment (18) (0) (0) (19)
Cost at 30 September 510 1,346 10 1,866
Accumulated depreciation and impairment losses at
1 January (91) (250) (2) (344)
Depreciation (41) (79) (1) (121)
Disposal 1 10 0 11
Reclassification to tangible assets 0 0 - 0
Currency translation adjustment 3 0 0 3
Accumulated depreciation and impairment losses
at 30 September (128) (319) (3) (449)
Carrying amounts at 30 September 383 1,027 7 1,417
USD million Property & Total
land Vessels1) Other assets leased assets
2020
Cost at 1 January 439 1,258 3 1,700
Additions 14 20 1 36
Change in lease payments 8 1 0 9
Disposal (8) (53) (0) (61)
Reclassification to tangible assets (0) (0) (0) (0)
Currency translation adjustment 24 - 0 25
Cost at 31 December 478 1,226 4 1,708
Accumulated depreciation and impairment losses at
1 January (42) (194) (1) (237)
Depreciation (49) (104) (1) (154)
Disposal 3 48 0 52
Reclassification to tangible assets (0) (0) (0) (0)
Currency translation adjustment (4) - (0) (4)
Accumulated depreciation and impairment losses
at 31 December (91) (250) (2) (344)
Carrying amounts at 31 December 387 976 2 1,365

1) The group has reclassified 20 vessels from right-of-use assets to tangible assets effective from 1 January 2020 due to contracts being considered financing arrangements rather than lease contracts. The corresponding lease liabilities have been reclassified to bank loans.

Note 7 - Assets held for sale

As part of the measure to take out capacity in 2020 it was decided that 4 vessels would be recycled early, all 24 years or older. The reason for the recycling decision was the overcapacity in the market and the drastic drop in demand due to the COVID19 pandemic. It was not expected that there would be any need for the vessels in the foreseeable future and they were classified as held for sale. The market has changed drastically

since last year and now there is a tonnage shortage in the market. 3 out of the 4 vessels have been recycled. The last vessel, was reclassified to tangible assets from assets held-forsale in second quarter as it continues tol be used in operations. The USD 14 million impairment that was done on the vessel last year was reversed in second quarter, in addition USD 6 million of incremental depreciation was recognised.

Note 8 - Financial income and expenses

USD million Q3 2021 Q3 2020 YTD 2021 YTD 2020 2020
Financial income
Interest income 0 1 1 3 4
Other financial items 1 1 2 1 4
Net financial income 2 2 3 5 8
Financial expenses
Interest expenses (34) (34) (105) (112) (147)
Interest rate derivatives - realised (6) (7) (23) (13) (19)
Interest rate derivatives - unrealised 9 8 41 (72) (57)
Other financial items (2) (3) (7) (7) (9)
Loss on sale investments - 0 0 0 (0)
Net financial expenses (33) (37) (93) (204) (233)
Currency
Net currency gain/(loss) (4) 3 (11) 24 (6)
Derivatives for hedging of foreign currency risk - realised (5) (4) (4) (6) (6)
Derivatives for hedging of foreign currency risk - unrealised (1) 0 (2) (21) 25
Net currency (11) (1) (17) (3) 13
Financial derivatives bunker
Unrealised bunker derivatives (4) (0) (0) (4) 1
Realised bunker derivatives 4 (0) 6 (13) (13)
Net bunker derivatives 0 (1) 6 (17) (12)
Financial income/(expenses) (42) (36) (101) (220) (223)

Note 9 - Shares

Earnings per share takes into consideration the number of issued shares excluding own shares in the period.

Basic earnings per share is calculated by dividing profit for the period after non-controlling interests, by average number of

total outstanding shares (adjusted for average number of own shares). Basic earnings per share for the third quarter was USD 0.12 compared with USD 0.01 in the same quarter last year.

30 Sep 2021 30 Sep 2020 31 Dec 2020
The company's number of shares:
Total number of shares 423,104,938 423,104,938 423,104,938
Own shares 706,856 706,856 706,856
NOK million USD million
The company's share capital is as follows: 220 28

Note 10 - Tax

The effective tax rate for the group will, from period to period, change dependent on the group's gains and losses from investments inside the exemption method and tax-exempt revenues from tonnage tax regimes. Tonnage tax is considered as operating expense in the accounts.

The group recorded a tax expense of USD 1 million for the third quarter 2021, compared with a tax income of USD 0 million the same quarter last year when deferred tax assets related to tax losses in the Logistics segment were recognized.

The group continue the non-recognition of net deferred tax asset in the balance sheet related to tax losses in the Norwegian entities, due to uncertain future utilisation. The deferred tax assets not recognised at the end of third quarter 2021, amounts to USD 73 million.

Note 11 - Interest-bearing liabilities

USD million 30 Sep 2021 30 Sep 2020 31 Dec 2020
Non-current interest-bearing loans and bonds 2,265 2,256 2,353
Non-current lease liabilities 1,170 1,212 1,176
Current interest-bearing loans and bonds 349 405 378
Current lease liabilities 205 164 174
Total interest-bearing debt 3,990 4,037 4,081
Cash and cash equivalents 587 600 654
Net interest-bearing debt 3,403 3,437 3,427
Bank loans Leasing
commitme
Bonds Other interest
bearing debt
30 Sep 2021
Repayment schedule for interest-bearing debt nts
Due in 2021 64 55 - 0 118
Due in 2022 377 194 132 0 703
Due in 2023 766 203 - 17 986
Due in 2024 408 140 229 0 778
Due in 2025 and later 464 783 172 0 1,419
Total repayable interest-bearing debt 2,079 1,375 532 17 4,004
Amortised financing costs (8) - (6) - (14)
Book value interest-bearing debt 2,071 1,375 526 17 3,990

During the third quarter, Wallenius Wilhelmsen ASA completed a new senior unsecured bond issue of USD 166 million. Net proceeds from the bond issue was used for partial repurchase of other outstanding bonds and during third quarter, USD 72 million of outstanding bonds was

repurchased. In addition USD 40 million of bond debt matured during the quarter. Two scrubber installations were financed with USD 11 million.

Non cash changes
Reconciliation of liabilities arising from Net change Foreign
financing activities 31 Dec leasing exchange Amorti Reclass
2020 Cash flow commitments movement sation Other ification 30 Sep 2021
2021
Bank loans 1,917 92 - (1) 2 - (282) 1,728
Leasing commitments 1,176 (0) 156 (16) - - (146) 1,170
Bonds 420 117 - (7) (3) 3 (10) 520
Bank overdraft / other interest-bearing debt 16 1 - (0) - - (0) 17
Total non-current interest-bearing debt 3,529 210 156 (24) (1) 3 (438) 3,435
Bank loans 322 (261) - (0) 0 - 282 343
Leasing commitments 174 (148) 33 (1) - - 146 205
Bonds 56 (63) - 3 - - 10 6
Bank overdraft / other interest-bearing debt 0 (0) - (0) - - 0 0
Total current interest-bearing debt 552 (471) 33 2 0 - 438 555
Total liabilities from financing activities 4,081 (261) 189 (22) (1) 3 (0) 3,990

Cont. Note 11 - Interest-bearing debt

USD million
Non cash changes
Reconciliation of liabilities arising from Net change Foreign
financing activities 31 Dec lease exchange Amortisati Re
2019 Cash flows commitments movement on Other classification 31 Dec 2020
2020
Bank loans1) 1,959 199 - - 1 - (242) 1,917
Leasing commitments1) 1,269 (1) 34 21 - - (148) 1,176
Bonds 304 152 - 19 1 6 (60) 420
Bank overdraft / other interest-bearing debt 17 (1) - 0 - - (0) 16
Total non-current interest-bearing debt 3,549 349 34 40 1 6 (450) 3,529
Bank loans1) 281 (202) - - (0) - 242 322
Leasing commitments1) 203 (180) 2 1 - - 148 174
Bonds 9 (7) - (6) - - 60 56
Bank overdraft / other interest-bearing debt 1 (1) - (0) - - 0 0
Total current interest-bearing debt 495 (390) 2 (5) (0) - 450 552
Total liabilities from financing activities 4,044 (41) 36 35 1 6 0 4,081

1) The group has reclassified 20 vessels from right-of-use assets to tangible assets effective from 1 January 2020 due to contracts being considered financing

arrangements rather than lease contracts. The corresponding lease liabilities have been reclassified to bank loans.

Note 12 - Provisions

USD million 30 Sep 2021 30 Sep 2020 31 Dec 2020
Current provisions 4 74 51
Non-current provisions 117 34 59
Total provisions 121 108 194

The operating entities WW Ocean and EUKOR have been part of antitrust investigations in several jurisdictions since 2012.

During the first half of 2021, the proceedings with the outstanding jurisdictions have been resolved, but some amounts are not yet paid and are recognized as other current liabilities. The timeline for the resolution of civil claims is more uncertain and in second quarter an updated assessment of these claims was made and additional provision of USD 35 million was recognized as an operating expense. There was no new changes to the assessment for third quarter 2021. During third quarter the group paid USD 32 million in customer settlements and fines to jurisdictions, and year to date payments amounted to USD 84 million.

In total, USD 121 million remains classified as provisions as amounts and timing are uncertain. The provisions shall cover expected pay outs

Note 13 - Events after the balance sheet

The Nabucco was delivered on 19 October 2021, with related USD 39 million payment to yard and drawdown of USD 50 million in delivery debt financing.

On 4 November 2021, American Roll-On Roll-Off Carrier Group Inc. (ARC) announced the company was not selected by the United States Transportation Command (TRANSCOM) to provide global relocation services for the Department of Defense (DoD) and the U.S. Coast Guard,

related potential civil claims as of 30 September 2021. In aggregate, the group has accounted for USD 185 million of provisions (USD 121 million) and other current liabilities (USD 64 million) related to fines, civil claims and customer settlement. The ongoing investigations of WW Ocean and EUKOR are confidential, and Wallenius Wilhelmsen is therefore not able to provide more detailed comments.

Contingencies

The group is party to lawsuits related to laws and regulations in various jurisdictions arising out of the conduct of its business. The potential civil claims related to the anti-trust investigations are uncertain and as such there is a contingency related to the provision made.

under the Global Household Goods Contract (GHC). ARC was originally awarded the GHC in April 2020. That award was protested by unsuccessful bidders, following which the Government conducted a reevaluation. ARC submitted its updated response in December 2020 but was notified on 4 November 2021 that it was not awarded the contract. The GHC contract would have meant incremental business for the Government services segment compared to the current operations.

Reconciliation of alternative performance measures

Definitions of Alternative Performance Measures (APMs) This section describes the non-GAAP financial alternative performance measures (APM) that are used in the quarterly and annual reports.

The following measures are not defined nor specified in the applicable financial reporting framework of IFRS. They may be considered as non-GAAP financial measures that may include or exclude amounts that are calculated and presented according to the IFRS. These APMs are intended to enhance comparability of the results and cash flows from period to period and it is the Group's experience that these are frequently used by investors, analysts and other parties. Internally, these APMs are used by the management to measure performance on a regular basis. The APMs should not be considered as a substitute for measures of performance in accordance with IFRS.

EBITDA is defined as Total revene less Operating expenses. EBITDA is used as an additional measure of the group's operational profitability, excluding the impact from financial items, taxes, depreciation and amortisation.

EBITDA adjusted is defined as EBITDA excluding items in the result which are not regarded as part of the underlying business. Example of such items are restructuring costs, antitrust, gain/loss on sale of vessels and other tangible assets and other income and expenses which are not primarily related to the period in which they are recognised.

EBIT is defined as Total income (Operating revenue and gain/(loss) on sale of assets) less Operating expenses excluding other gain/(loss), Other gain/loss and depreciation and

amortisation. EBIT is used as a measure of operational profitability excluding the effects of how the operations were financed, taxed and excluding foreign exchange gains & losses.

EBIT adjusted and Profit/(loss) for the period adjusted is defined as EBIT/Profit/(loss) for the period adjusted excluding items in the result which are not regarded as part of the underlying business. Example of such items are restructuring costs, anti-trust, gain/loss on sale of vessels and other tangible assets, impairment, other gain/loss and other income and expenses which are not primarily related to the period in which they are recognised.

For the quarters Capital Employed (CE) is calculated based on quarterly average of Total assets less Total liabilities pluss total interest-bearing debt. For the full year CE is calculated based on yearly average of Total assets less Total liabilities pluss total interest-bearing debt. CE is measured in order to assess how much capital is needed for the operations/business to function and evaluate if the capital employed can be utilized more efficiently and/or if operations should be discontinued.

In the quarterly reporting Return on Capital Employed (ROCE) is based on annualised EBIT/EBIT adjusted divided by capital employed. For the annual reporting the EBIT in the ROCE calculation is the actual EBIT for the full year/EBIT adjusted for the full year. ROCE is used to measure the return on the capital employed without taking into consideration the way the operations and assets are financed during the period under review. The group considers this ratio as appropriate to measure the return of the period.

USD million
30 Sep 2021 30 Sep 2020 31 Dec 2020
Net interest-bearing liabilities
Non-current interest-bearing loans and bonds 2,265 2,256 2,353
Non-current lease liabilities 1,170 1,212 1,176
Current interest-bearing loans and bonds 349 405 378
Current lease liabilities 205 164 174
Less Cash and cash equivalents 587 600 654
Net interest-bearing debt 3,403 3,437 3,427
Equity ratio
Total equity 2,683 2,564 2,615
Total assets 7,507 7,537 7,628

Equity ratio 35.7% 34.0% 34.3%

Reconciliation of alternative performance measures

USD million

Q3 2021 Q3 2020 YTD 2021 YTD 2020 2020
Reconciliation of Total revenue to EBITDA and EBITDA adjusted
Total revenue 990 697 2,806 2,136 2,958
Operating expenses excluding other gain/(loss) (767) (545) (2,282) (1,812) (2,484)
EBITDA 223 152 524 323 473
EBITDA Shipping services 195 106 423 245 357
Anti-trust expense - - 35 55 55
Scrapping of scrubber installations - - - 7 7
EBITDA adjusted Shipping services 195 106 458 300 412
EBITDA Logistics services 21 28 85 50 78
EBITDA adjusted Logistics services 21 28 85 50 78
EBITDA Government services 11 23 33 40 55
EBITDA adjusted Holding/Eliminations 11 23 33 40 55
EBITDA Holding/Eliminations (5) (5) (16) (11) (16)
EBITDA adjusted Holding/Eliminations (5) (5) (16) (11) (16)
EBITDA adjusted 223 152 559 378 528
Reconciliation of Total revenue to EBIT and EBIT adjusted
EBITDA 223 152 524 323 473
Other gain/loss 4 (1) (2) (36) (16)
Depreciation and amortisation (119) (110) (350) (339) (451)
(Impairment)/reversal of impairment 0 - 14 (84) (90)
EBIT 108 40 185 (136) (84)
Anti-trust expense
Scrapping of scrubber installations
-
-
-
-
35
-
55
7
55
7
Change in fair value of derivative financial asset (4) 1 2 36 16
Net reversal impairment asset held-for-sale - - (8) - -
Impairment recycling vessels and Logistics goodwill - - - 84 84
Impairment other intangible assets - - - - 5
Total adjustments (4) 1 30 183 168
EBIT adjusted 104 41 215 47 85
Profit/(loss) for the period 65 4 78 (349) (302)
Total adjustments
Profit/(loss) for the period adjusted
(4)
61
1
6
30
108
183
(166)
168
(133)
Quarter average Yearly average Yearly average
Reconciliation of total assets to capital employed and ROCE calculation and Q3 2021 Q3 2020 Oct 2020- Sep Oct 2019- Sep 2020
return on equity calculation 2021 2020
Total assets 7,553 7,489 7,587 7,666 7,575
Total liabilities 4,905 4,913 4,970 4,945 4,935
Total equity 2,648 2,576 2,617 2,721 2,640
Total interest-bearing debt 4,051 4,005 4,107 4,028 4,036
Capital employed 6,698 6,581 6,724 6,749 6,676
EBIT annualised 432 161 247 (182) (84)
EBIT annualised adjusted 416 166 286 62 85
ROCE 6.4% 2.5% 3.7% -2.7% -1.3%
ROCE adjusted 6.2% 2.5% 4.3% 0.9% 1.3%
Profit/(loss) for the period annualised 261 18 104 (465) (302)
Profit/(loss) for the period annualised and adjusted 245 22 144 (221) (133)
Return on equity 9.9% 0.7% 4.0% -17.1% -11.4%
Return on equity adjusted 9.3% 0.9% 5.5% -8.1% -5.0%

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