SBM Annual Report 2021
SBM Annual Report 2021
SBM Annual Report 2021
DISCLAIMER
This document is the printed/pdf or ‘website version’ and is not the official annual financial reporting, including the
audited financial statements thereto pursuant to article 2:361 of the Dutch Civil Code. The official annual financial
reporting, including the audited financial statements and the auditor’s report thereto, are included in the single
report package (‘ESEF package’) which can be found in the download center of the 2021 Annual Report website. In
case of any discrepancies between this document and the ESEF package, the latter prevails. Note that the auditor’s
opinion included in this document does not relate to this document but only to the ESEF package. No rights can
be derived from using this document, including the unofficial copy of the auditor’s report. Our auditors did not
determine (nor do they need to) that the website version is identical to the official version.
MANAGEMENT REPORT
The management report (‘bestuursverslag’) within the meaning of section 2:391 of the Dutch Civil Code comprises
of the Chapters Business Environment up to and including Governance (excluding the Report of the Supervisory
Board and the Remuneration Report), section 4.1 of the Chapter Financial Information 2021, and section 5.3 of the
Chapter Non-Financial Information.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this report that are not historical facts are statements of future expectations
and other forward-looking statements based on management’s current views and assumptions and involve known
and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from
those in such statements. These statements may be identified by words such as ‘expect’, ‘should’, ‘could’, ‘shall’
and similar expressions. Such forward-looking statements are subject to various risks and uncertainties. The principal
risks which could affect the future operations of SBM Offshore N.V. are described in the ‘Risk Management’ section
of this 2021 Annual Report.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results and performance of the Company’s business may vary materially and adversely from the forward
looking statements described in this report. SBM Offshore N.V. does not intend and does not assume any obligation
to update any industry information or forward-looking statements set forth in this report to reflect new information,
subsequent events or otherwise.
3 GOVERNANCE 72
3.1 Management Board and Supervisory Board 74
3.2 Corporate Governance 76
3.3 Report of the Supervisory Board 81
3.4 Remuneration Report 85
3.5 Shareholder Information 99
3.6 Risk & Compliance 102
3.7 Company Tax Policy 105
3.8 Operational Governance 106
3.9 In Control Statement 109
Bruno Chabas
Chief Executive Officer
2021 has been a landmark year for SBM Offshore. We have employees have withstood immense pressure and stress in
performed well in progressing our project portfolio, such difficult circumstances. We have done and will
increasing our order book, advancing on our ambitions, continue to do all we can to support and care for our teams
and managing significant growth. All of this while taking on across the globe. They can be rightly proud of their
the challenges that came with the COVID-19 pandemic. achievements this year.
What we have achieved over the last year is down to the Overall, our project portfolio is going well: we finalized the
dedication and commitment of SBMers to getting the job construction of FPSO Liza Unity in Singapore at the end of
done. It has been an intense year, and many of our the summer and are now at the commissioning stage, in
0.06
15 ASSETS LEASED
TO CLIENTS
TOTAL RECORDABLE
INJURY FREQUENCY RATE
(per 200,000 hours)
6,426
99.1%
FLEET PRODUCTION PEOPLE
UPTIME
34 96%
TRAINING HOURS
COMPLETION RATIO FOR
PER EMPLOYEE
ONSHORE COMPLIANCE TRAINING
TO DESIGNATED STAFF
CASH RETURNED
UNDERLYING DIRECTIONAL TO SHAREHOLDERS
NET PROFIT
US$343 million
US$126 million
FIRST QUARTER Half Year 2021 Earnings: financial results in line with
management expectation, with record-level US$29.5 billion
A US$850 million non-recourse senior secured notes
backlog and increased shareholder returns thanks to launch
transaction was successfully priced. The issuer of the notes
of EUR150 million share repurchase program.
is the subsidiary company Guara Norte, which owns FPSO
Announcement of the Company’s renewable energy
Cidade de Ilhabela and in which SBM Offshore has a 75% ambition to co-develop or participate as a Floating
interest.
Offshore Wind technology or turnkey provider in 2GW of
projects over the next decade.
Full Year 2020 Earnings: guidance was delivered, year-on-
year net increase in backlog of almost US$1 billion and a
SBM Offshore completed the project financing of FPSO
dividend of US$165 million being an increase of 10% on the
Sepetiba for a total of US$1.6 billion, which is the largest
previous year.
project financing in our history.
1.1.3 OVERALL VIEW works on areas important to them, called material topics, to
address that challenge. These topics are the basis for
SBM Offshore believes the oceans will provide the world
SBM Offshore’s objectives and strategy, and are the criteria
with safe, sustainable and affordable energy for
against which it measures its performance. The table below
generations to come. We share our experience to make it
shows the connection between these elements and are
happen. The challenge in producing safe, sustainable and
explained in the rest of the Annual Report.
affordable energy is well recognized, particularly by
SBM Offshore’s stakeholders, with whom SBM Offshore
CONNECTIVITY TABLE
SBM Offshore believes the oceans will provide the world with safe, sustainable and affordable energy for generations to come.
We share our experience to make it happen. – Energy. Committed.
Business Context
(section 1.2) Strategy & Value Creation (section 1.3) Performance Review & Impact (sections 2.1 & 2.2)
Material Topics Key Objectives Key Strategy Element Key Outputs Key Outcomes SDGs
1. Ethics & ■ Zero tolerance for Optimize: Target ■ 96% Completion ■ No negative 8
Compliance bribery, corruption, Excellence in business of Compulsory impact to
fraud or any other form ownership & control of Compliance Tasks SBM Offshore’s
of misconduct compliance risks (onshore) licence to operate
■ 2021: >92% completion Transform: Digitilization ■ 0 confirmed cases ■ Credibility &
of Compulsory to manage compliance of corruption reputation for
Compliance Tasks risks ■ 1 fine to close trustworthiness
legacy issue in ■ Express
Switzerland recognition
remedial measures
by Swiss
authorities
2. Employee ■ No Harm, No Defects, Optimize: HSSE and ■ TRIFR: 0.06 ■ A safe working 3, 8
Health Safety & No Leaks Process Safety environment
Security ■ 2021: Total Recordable Management approach, ■ Ability to manage
Injury Frequency Rate human rights during the
(TRIFR) <0.18 governance; Life365; pandemic
adopting industry best
practices and guidance
3. Human ■ Fully embed human Optimize: executing due ■ 97% vendor ■ Respecting human 8
Rights rights and social diligence cycle and taking screening on rights
performance within action through human human rights for
SBM Offshore rights program high risk vendors
to achieve no harm governance ■ 94% e-Learning
■ 2021: 90% vendor completion
screening on human
rights for high risk
vendors
4. Operational ■ No Harm, No Defects, Optimize: Target ■ 99.1% Uptime ■ Client value 8
Excellence & No Leaks Excellence program, ■ Project delivery ■ Compliance with
Quality ■ 2021: Uptime at or Right365 and Process ■ Renewed ISO regulations
above 99% Safety Management certification
■ Project schedule, cost, approach ■ 0 significant
quality Transform: Digitalization, operational fines
■ Certifications Fast4Ward®
5. Retaining & ■ Hire, retain & develop a Optimize: HR learning ■ 99% completion ■ A diverse, learning 4, 8
Developing diverse workforce and development performance & developing
Employees with a wide range of appraisals workforce able to
competencies ■ 14% employee deliver energy
■ 2021: People turnover rate supply related
Development Cycle projects and
activities
6. Economic ■ Ambition: Grow free Optimize: Backlog & ■ Underlying EBITDA ■ Resilient returns in 8, 9
Performance cash flow cash preservation, global US$931 million volatile times
■ 2021: Directional response ■ Return to ■ Long-term viability
EBITDA around US$900 Transform: Fast4Ward®, shareholders ■ Investment
million Digitalization, US$343 million capability for
emissionZERO® innovation
Innovate: New Energies
projects
SBM Offshore believes the oceans will provide the world with safe, sustainable and affordable energy for generations to come.
We share our experience to make it happen. – Energy. Committed.
Business Context
(section 1.2) Strategy & Value Creation (section 1.3) Performance Review & Impact (sections 2.1 & 2.2)
Material Topics Key Objectives Key Strategy Element Key Outputs Key Outcomes SDGs
7. Emissions ■ emissionZERO® Optimize: energy ■ 1.66 MMSCF/D ■ Emission 7, 9,
■ 2021: 1.6 MMSCF/D efficiency Average flaring reduction trend 13,
Average flaring Transform: ■ Launch of 6 Low ■ Industry 14
■ 2021: Launch of 4 Low emissionZERO® Carbon Modules benchmark
carbon Modules in F4W Innovate: New Energies ■ 61% Reduction performance
catalogue & Services development Airtravel Related ■ New business
■ 2021: 20% Reduction Emissions versus ■ Lower climate
Airtravel Related 2019 change risk
Emissions versus 2019 ■ 66% better than
■ 2021: >50% better than water discharge
water discharge benchmark
benchmark
8. Digitalization ■ Leveraging data & Transform: Digital ■ Go-live ERP pilot ■ Business 8, 9
digital technology to Transformation program ■ Work Fronts Continuity
increase lifecycle value Management ■ Improved
■ 2021: Digitalization tooling efficiencies
Milestones – e.g. ERP, ■ Launch of emissions ■ New business
project management, e-dashboard opportunities
operations tooling ■ 18% increase of
data signals
9. Innovation ■ Develop and introduce Innovate: technology ■ 35 TRL ■ Contribute to the 7, 9,
new technologies in line development, open qualifications energy transition 13,
with net-zero & energy innovation ■ 11 innovations ■ Long-term 14
transition ambitions of reached TRL 4 sustainability
SBM Offshore
■ 2021: 44 Technology
Readiness Level (TRL)
qualifications
10. Energy ■ >2GW FOW Installed Transform: ■ FOW project ■ Decline of future 7, 9,
Transition Capacity by 2030 emissionZERO® progress carbon footprint 13
■ 2021: 50% Non-carbon Innovate: New Energies ■ FOW Joint Venture ■ New business
R&D & Services development established ■ Address climate
■ 60% Non-carbon change
R&D
11. Market ■ 2+ FPSOs per year Optimize: Target ■ 6 FPSO Projects ■ Industry 3, 4,
Positioning average between excellence, Business under construction leadership, being 7, 8,
2019-2030 continuity ■ 15 assets in the a reference for 9,
■ 2021: Sustainability Transform: Fast4Ward®, fleet stakeholders with 13,
performance Digitalization, ■ US$29.5 billion global & local 14
emissionZERO® directional impact
Innovate: New Energies proforma backlog ■ SDG related
& Services development ■ 95th percentile S&P performance
Global ESG rating
Overall Impact
The continuing pandemic turned 2021 into a challenging year. Executing large scale projects and managing a client fleet
required the stamina of SBM Offshore’s employees and stakeholders across the world. SBM Offshore has been managing
stakeholder interests and subsequent dilemmas such as environmental footprint, risk of injuries and trade-offs with shorter
schedules and lower costs, while keeping and improving on quality levels. A key challenge and an opportunity for
SBM Offshore is to make a real and meaningful contribution to the energy transition. SBM Offshore is aware of the time
pressure building for the world to achieve a responsible transition in which energy stays affordable to those in need, while
mitigating the climate change impact of greenhouse gas emissions from traditional forms of energy. SBM Offshore is
committed to this goal, through significantly reducing emissions in client operations alongside developing decarbonized
solutions, including cleaner forms of energy. SBM Offshore’s values are key enablers in addressing such dilemmas and
increasing SBM Offshore’s contribution to Sustainable Development Goals.
SBM Offshore has been able to balance ’business as usual’with a global response to COVID-19 and its economic impact, at
the same time making progress on safe, sustainable and affordable energy for generations to come.
SBM Offshore takes pride in being able to leverage SBM Offshore’s people’s capabilities to deal with complexity, develop
technologies for the energy transition, deliver projects on time and within budget and operate assets safely and sustainably.
In other words: sharing our experience to make it happen.
1.2 BUSINESS CONTEXT designs include CO2 removal from gas streams for
reinjection into the well offshore.
1.2.1 MARKETS AND ACTIVITIES
SBM Offshore is taking a disciplined and selective
SBM Offshore provides floating production solutions to the
approach to market opportunities focusing on the main
offshore energy industry, both in hydrocarbon and in
FPSO markets of Brazil and Guyana that provide for double
renewable market segments. SBM Offshore’s main activities
resiliency − i.e. both relatively low break-even prices and
to date are the design, supply, installation, operation and
low GHG-emission intensity. SBM Offshore is also looking
life extension of Floating Production Storage and
to develop business in other adjacent regions. Looking
Offloading (FPSO) vessels. These are either leased to
ahead, around 25 FPSO projects could reach FID between
clients or supplied on a turnkey sale basis. SBM Offshore is
2022-2024.
also active in the renewable energy market, with a
dedicated New Energies & Services (NES) division working
To contribute to double resiliency – SBM Offshore executes
on floating offshore wind and wave energy solutions, as
its Fast4Ward® and emissionZERO® programs, of which
well as investing in research and development of products
further detail is provided in sections 2.1.4 and 2.1.7.
for future markets.
bpd
Renewable Energy SBM Offshore has been working on Floating Offshore Wind
since 2014 and is currently executing its first pilot project,
Floating Offshore Wind (FOW)
leveraging its experience in EPCI of floating solutions and
Floating Offshore Wind is opening new possibilities for
mooring systems. SBM Offshore is also co-developing
wind power production locations and will play a critical role
Floating Offshore Wind projects and securing seabed
in the transition to a cleaner energy supply. Floating
rights and relevant permits, together with partners.
offshore wind turbines enable access to deeper water
compared to conventional fixed-bottom wind turbines,
which expands the viable area for wind energy
development, reduces visibility from shore, and can
potentially be located in areas with higher and steadier
wind characteristics. The FOW market is developing
worldwide, in anticipation of future commercial projects.
CALM Buoy Catenary Anchor Leg Mooring Buoy TLU Tower Loading Unit
FOW Floating Offshore Wind TMS Turret Mooring System
FPSO Floating Production Storage and Offloading WEC Wave Energy Convertor
AMSTERDAM SHANGHAI
SBM Offshore Head Office CONSTRUCTION YARDS
SCHIEDAM
HOUSTON MONACO
THUNDER HAWK CARROS SHENZHEN
DeepDraftSemi®
MARLY
AMSTERDAM SHANGHAI
SBM Offshore Head Office CONSTRUCTION YARDS
SCHIEDAM
SHENZHEN
MARLY
DUBAI
LUANDA BANGALORE
FPSO MONDO DUBAI
FPSO SAXI BATUQUE
N’GOMA FPSO BANGALORE
LUANDA
FPSO MONDO
FPSO SAXI BATUQUE
N’GOMA FPSO
GEORGETOWN
SHOREBASE
GEORGETOWN
LIZA DESTINY (FPSO)
SHOREBASE SINGAPORE
LIZA DESTINY (FPSO) MALABO
FPSO SERPENTINA
MALABO
SINGAPORE
FPSO
FPSO ASENG
SERPENTINA
SANTOS FPSO ASENG
FPSO CIDADE DE PARATY SANTOS
FPSODE
FPSO CIDADE CIDADE DE PARATY
ILHABELA KUALA LUMPUR
VITÓRIA KUALA LUMPUR
FPSO CIDADE DE ILHABELA VITÓRIA SHOREBASE
FPSO CIDADE DE MARICÁ
FPSO CIDADE DE MARICÁFPSO CAPIXABA
FPSO CAPIXABA SHOREBASE
FPSO KIKEH
FPSO CIDADE DE SAQUAREMA
FPSO CIDADE DE SAQUAREMAFPSO CIDADE
FPSO CIDADEDE
DEANCHIETA
ANCHIETA FPSO KIKEH
RIO DE JANEIRO
RIOSHOREBASE
DE JANEIRO
SHOREBASE
FPSO ESPIRITO SANTO
FPSO ESPIRITO SANTO
The 11 material topics are Ethics & Compliance; Employee Ethics & Compliance and Employee Health, Safety &
Health, Safety & Security; Human Rights; Energy Transition; Security are seen as prerequisites to be in business.
Economic Performance; Market Positioning; Operational Vendors and partners especially rank both topics very
Excellence; Emissions; Innovation; Digitalization and highly and aspire to comply with SBM Offshore’s high
Retaining & Developing Employees. Definition of these and standards. The regulatory and NGO institutions ranked
other key topics are found in section 5.1.2. Compared with Ethics & Compliance as the most important topic. Clients
2020, the material topics of Energy Transition and Emissions put Employee Health, Safety & Security first, with Ethics &
increased in importance and the key topic, Climate Change Compliance in the top five. Clients see Process Safety
Management & Adaptation, increased in importance as Management as a critical topic in ensuring high safety
well. Human Rights became a Material Topic, where standards and mitigating the risk of hazardous accidents.
previously it was addressed as part of the Employee Health, Employee Health remains a critical topic during the
Safety & Security (HSS) topic. In interviews with some COVID-19 pandemic, with increased attention now needed
stakeholders at yards and client organizations, Human for Mental Health & Well-being.
Rights was mentioned specifically when discussing
employee health and safety. Furthermore, the management On Human Rights, SBM Offshore commits to high
of SBM Offshore has evaluated this topic as having a higher standards, the Company being aware of potential risks in its
economic and social impact, owing to increased supply chain. SBM Offshore is carrying out a Human Rights
construction activity and the effects of the COVID-19 Program, including supply chain screening and due
pandemic (see section 2.1.3). dilligence activities. Further detail is provided in section
2.1.3.
Energy Transition
Climate change
management and
adaptation Market Economic Performance
Innovation positioning
Impact on biodiversity
Natural resource and waste management
SIGNIFICANCE OF ECONOMIC,
ENVIRONMENTAL, & SOCIAL IMPACTS
1.3 STRATEGY AND VALUE committed to this, by addressing climate change without
interrupting the essential supply of energy needed to
CREATION
support societies. The contribution and participation of
1.3.1 VISION AND VALUES global energy companies and service providers such as
SBM Offshore are essential to achieve a responsible energy
OUR VISION transition. Many people, especially in less developed
Through its vision and subsequent actions, SBM Offshore economies, depend on the relevant experience and
helps societies and other stakeholders to accomplish the resources of those companies. This is where SBM Offshore’s
energy transition. Safe, sustainable and affordable products can play a role. SBM Offshore is partnering with
energy for generations to come will require renewable others for this purpose, sharing experience to make it
energy and cleaner forms of fossil energy – provided by happen.
leading companies with the right ethics. SBM Offshore is
SBM Offshore believes the oceans will provide the world with safe,
sustainable and affordable energy for generations to come.
Care
SBMers respect and care for each other and for the
community. Employees value teamwork and diversity.
SBM Offshore listens to all its stakeholders. Health, safety,
security and the environment are paramount in everything
SBM Offshore does.
HUMAN RIGHTS
SBM Offshore’s Human Rights Standards
MARKET POSITIONING
Fast4Ward®
Ambition:
2+ FPSOs per year
TRANSFORM Sustainability
Action
EMISSIONS
emissionZERO®
DIGITALIZATION
Digital Transformation program
ENERGY TRANSITION
>2GW floating offshore wind installed
or under construction by 2030
INNOVATE INNOVATION
>50% of R&D budget spent
in non-carbon technology in 2021
• Training Completion
• Human: Training • 0 confirmed cases of
ETHICS &
• Intellectual: Systems corruption
COMPLIANCE • Social: Partners • Fine to close out legacy issue
• Revamped Speak Up Line
• Intellectual: Transformation
Program
• CAPEX/OPEX Saved
DIGITALIZATION • Manufactured: Data
• Increase of data signals
• Social: Vendors, Partners
Intellectual: Transformation
•
• # of Fleet
MARKET Programs
• # of Projects
POSITIONING • Manufactured: Fleet & Projects
• Sustainability ranking
• Social: Sustainability Institutes
24 - SBM OFFSHORE ANNUAL REPORT 2021
VALUE PLATFORMS ■ Growing the Core is the value platform for business
As an ocean energy provider, SBM Offshore has a clear transformation of the FPSO business. The organization
understanding of the role it plays in the industry value chain envisions itself as a leader and stays resilient in both
and continuously assesses the greatest possibilities from competitiveness, with Fast4Ward®, and in having a low
the marketplace. carbon footprint, with emissionZERO®. SBM Offshore
continually brings to market improved value
At SBM Offshore, there is a belief that there is a value- propositions.
premium for investing in the future. Business activities are ■ New Energies – Through the delivery of this third value
organized to maximize the societal and financial values of platform, SBM Offshore takes ownership of the energy
SBM Offshore’s stakeholders. transition. SBM Offshore’s strategy is to position itself in
this growing market sector as the energy mix evolves to
SBM Offshore sustains value through three value platforms: give renewables a more dominant role. SBM Offshore is
Ocean Infrastructure, Growing the Core and New Energies investing in technology development for renewable
& Services. energy, especially in floating offshore wind and wave
■ SBM Offshore’s Ocean Infrastructure is represented by energy. New Energies also covers activities that leverage
SBM Offshore’s operations on behalf of its clients. These SBM Offshore’s operational data, digital solutions and
have become increasingly efficient, with a lower carbon expertise to continue to deliver value to its customers.
footprint and a leading uptime and safety track record.
This platform is evolving with new generations of SBM Offshore’s business model is structured around the
products and the recordable contractual backlog above value platforms to ensure safety, cost optimization,
provides cash flow visibilities up to 2050. product transformation and growth.
ORGANIZATION MODEL
CORPORATE FUNCTIONS
Business Enablement & Control
BUSINESS DEVELOPMENT
Co-developing in renewables
Early engaging with FPSO clients for
low emission solutions
EVALUATION
EXECUTION
EXPLORATION
EPCI
Engineering & Design
Procurement
Financing
Construction
Installation
ABANDONMENT PRODUCTION
DECOMMISSIONING OPERATIONS
& MAINTENANCE
Financing
SBM Offshore ensures optimum results for clients by
offering various financing models:
■ Under a Lease & Operate contract, the facility is sold to
Explanation of Guidance
Activities for which there is zero Activities with risks for which SBM Offshore Activities with risks with a limited
tolerance has no appetite appetite
Refusal to accept any activity Risks within activities to be avoided with Risks within activities to be mitigated
breaching this risk appetite appropriate actions and monitored
STRATEGIC FINANCIAL
3rd parties
Oil price
Human capital
60
Global sea levels might rise between 44 and 101 cm by 20
BASE (IEA 2019 Current Policy) STEADY (IEA STEPS) BOLD (IEA SDS)
explained in section 1.4.2. Response plans came into effect
0
during the pandemic, and have proven their value, for 2019 2030 2040
example, extended rotation schedules for offshore workers, BASE (IEA 2019 Current Policy)
CLIMATE CHANGE RISK, OPPORTUNITY &
STEADY (IEA STEPS) BOLD (IEA SDS)
SBM Offshore Strategy and additional measures explored per climate change scenario
As the pandemic evolved, the Company witnessed In summary, 2021 has been a challenging year for the world,
improvements in the general operating environment, and SBM Offshore is no exception. COVID-19 keeps posing
especially though the reduction in quarantine risks and challenges to the business and has caused
requirements, for offshore personnel in particular, towards operational disruptions and well-being impacts.
the end of the year, which had a positive impact on fatigue SBM Offshore is involved in multiple large-scale ocean
management and associated operational risk, as the infrastructure projects, has ambitions to succeed in the
vaccination rates increased worldwide. The rise of the energy transition and wants to achieve healthy financial
Omicron variant in Q4 2021/early 2022 led further revision returns at the same time. Balancing these various elements
of protocols for offshore populations. in a time of disruption has tested the organization and its
stakeholders once again. Nonetheless, SBM Offshore has
OVERALL IMPACT been able to maintain operations and a solid performance
Looking at SBM Offshore’s performance on the Material against targets set at the beginning of the year. Overall,
Topics explained in section 2.1, SBM Offshore feels SBM Offshore is a company with solid market positioning, a
confident it was able to live up to stakeholder expectations. robust backlog generating long-term cashflow, a strong
Moreover, SBM Offshore has been able to balance ongoing operational track record and the ability to leverage its
business with a global response to COVID-19 and its experience and capabilities to play an active role in energy
economic impact. transition.
trust and confidence of stakeholders in SBM Offshore’s duties in Brazil, ending the monitoring period.
long-term value creation. SBM Offshore does not tolerate ■ Revamped Speak Up Policy and Speak Up Line.
bribery, corruption, fraud, or violations of trade sanctions, ■ Team organized in accordance with business needs and
working for, or on behalf of, SBM Offshore. ■ Tailored training for high-risk functions embedded in
business programs.
All employees, and those working for or on behalf of ■ Expanded reach through nomination of offshore
SBM Offshore, must embrace and act in accordance with compliance ambassadors.
the core values of SBM Offshore (see section 1.3.1), the ■ Target group for annual compliance statement
Code of Conduct and SBM Offshore’s internal policies and expanded to cover all onshore staff.
procedures.
Metrics
SBM Offshore fosters a culture of trust and fairness, where The number of employees eligible to file the Annual
dilemmas are openly addressed. SBM Offshore’s aim is to Compliance Statement was in 2021 substantially higher
enable its employees and business partners to make the than in 2020 (4,357 employees in 2021 versus 1,083 in 2020).
right decisions, with commitment to integrity at all levels. The number of Compliance training courses completed in
SBM Offshore is an active member of International 2021 is substantially higher than in 2020 (11,011 training
Chambers of Commerce Nederland and Transparency courses in 2021 versus 7,380 in 2020).
International NL.
Designated
Annual Compliance Statements Staff1
For further details on SBM Offshore’s management Number of employees per year-end 4,357
approach, its purpose and its assessment, refer to sections
Onshore Completion ratio 96%
1.4.1, 3.6 and 3.6.2.
Offshore Leadership Completion ratio 76%
1 Designated Staff reflects all onshore staff and offshore leadership
How SBM Offshore measures performance
SBM Offshore uses a single and integrated platform to
Compulsory Compliance Tasks Completion1 All Staff
manage compliance tasks. This platform is continuously
Number of employees per year-end 4,188
improved and uses data to predict and avoid compliance
risks. It allows SBM Offshore to standardize and automate Onshore Completion ratio 96%
processes where possible, aiming for a high level of quality, Offshore Leadership Completion ratio 79%
effectiveness, and efficiency. Offshore non-Leadership Completion ratio2 40%
1 Including Code of Conduct, theme based e-Learning courses and annual
compliance statements
The compliance platform includes the following tools:
2 New audience, completion ratio impacted by reachability, subject to
■ Compliance e-Learning, with training hours and continuous improvement
completion ratio data available by employee target
group.
MANAGEMENT APPROACH
2021 PERFORMANCE
SBM Offshore is committed to safeguarding the health,
SBM Offshore assesses Company HSSE performance
safety and security of its employees, subcontractors and
through a set of indicators. The following table provides
assets, as well as to minimizing the impact of
the targets set for 2021 and the performance achieved:
SBM Offshore’s activities on local ecosystems and
proactively protecting the environment. SBM Offshore
SBM Offshore continued to expand HSSE initiatives in ■ Increased health and welfare awareness with a health-
2021, including: related program on specific topics.
■ Further rolling out the Hazards and Effects Management ■ Maintained security controls on SBM Offshore’s
Process (HEMP) in operation and execution scopes, activities, and preparation of measures in a new country.
including standardization, as part of Fast4Ward®. The ■ Strengthened the ownership of safety culture among
HEMP is the name of SBM Offshore’s approach to leaders and supervisors in projects and offshore
manage the risk of Major Accident Hazards (MAHs) and operations.
their associated potential Major Accident Events (MAEs) ■ Organized the company-wide Life Day.
associated with the operations of the fleet. The HEMP ■ Maintained compliance with certification requirements
runs throughout the life cycle of an asset. on shore bases and offshore units.
■ Piloted the SBM Offshore live barrier project.
■ Developed and began using the IFS Incident The following graph shows that SBM Offshore’s Total
Management/Corrective Action Preventive Action (IM/ Recordable Injury Frequency Rate has remained below the
CAPA) module to replace the Single Reporting System International Association of Oil and Gas Producers’ (IOGP)
(SRS). average since 20181.
■ Continued to manage the COVID-19 response
1
For this graph normalized per 1 million exposure hours; includes IOGP
worldwide effectively. Contributing Members (maximum, average, minimum)
7
6
5
4 SBM Offshore
IOGP Average
3
IOGP Max
2 IOGP Min
1
0
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
scopes.
OPERATIONAL EXCELLENCE
Assure and improve
TO BE
THE BEST
GETTING
BETTER EXCELLENCE,
Reputation,
EVERY TIME Efficiency,
Sustainability
Continuous
FIRST TIME Reliability,
improvement
WAY Effectiveness,
DOING THE No rework
SBM Offshore’s products and services are effectively certification, including scope extension to the Terminal
achieved and maintained. systems activity.
FUTURE FPSOs
For 2022, SBM Offshore will be focusing on the following ■ Liza Unity (FPSO) – SBM Offshore’s first Fast4Ward®
subjects: FPSO has safely arrived in Guyana in line with customer
■ Process Safety Management objectives as described in ExxonMobil’s planning. Liza Unity (FPSO) was awarded
section 2.1.2. the SUSTAIN-1 notation, the world’s first FPSO to
■ Further development of a Knowledge Management achieve this recognition. After a fast-track mooring
framework to grow in-house expertise and support hook-up operation, the FPSO is safely moored and
continuous improvement. SBM Offshore is currently carrying out offshore
■ Roll out of a new version of GEMS, ’Sapphire’. commissioning, with FPSO start-up scheduled for early
■ Deployment of digital version of the GTS. 2022. SBM Offshore will then lease and operate the
■ Development and deployment of digital solutions FPSO for a period of up to two years before handing it
supporting Operational Excellence, including a tool to over to ExxonMobil.
execute technical assurance. ■ FPSO Sepetiba – Following the Fast4Ward® MPF hull
■ Development of technical assurance framework beyond arrival at the Topside yard in China, the topsides
engineering phase. modules lifting campaign has begun for this FPSO which
■ Transition from Cost-of-Non-Quality to Quality incidents Petrobras will lease for 22.5 years, under a contract
to improve effectiveness and prevent reoccurrences. signed in 2019. First oil is targeted for 2023.
■ Maintenance of an effective regulatory watch and ■ Prosperity (FPSO) – The Fast4Ward® MPF hull for this
interface with regulators. FPSO entered dry dock in Singapore and the topsides’
fabrication is progressing in line with the project
2.1.4.2 PROJECTS schedule. The vessel is the first that SBM Offshore is
delivering under the long-term FPSO supply agreement
MANAGEMENT APPROACH signed with ExxonMobil in 2019. The project is
SBM Offshore continues to focus on the development of its
portfolio of floating solutions to deliver the best projects
MANAGEMENT APPROACH
Turret Mooring Systems The current business and health environment is driving
Following successful completion and 2020 delivery of all
major changes, with risk resilience and new market and
the Turret Mooring System modules for Equinor’s Johan
environmental standards requiring that the supply chain
Castberg FPSO, SBM Offshore was supporting its client
organization adapts and evolves. To continue the drive
Equinor to progress the preparation of Turret-Hull
towards energy transition with the highest level of safety,
integration activities in Singapore.
performance and quality, the supply chain management is
partners will also contribute to accelerating the time-to- projects to maximize utilization of skill sets.
market objective and performance in the Win phase. ■ Dedicated section for FPSOs and FLNGs to strengthen
The pandemic has demonstrated the value of ’framing SBM Offshore’s FPSOs and work with key vendors to
global, acting local’ and aligning supply chain strategy with explore avenues to reduce emissions.
■ Enhance renewable product focus to support
the product life-cycle. The supply chain organization
contributes to SBM Offshore’s strategy as described in development of renewable energy projects.
section 1.3.2.
Regional Supply Chain development
■ Leverage regional supply chain skills in centers such as
2021 PERFORMANCE
Brazil (Rio de Janeiro), India (Bangalore) and China
The supply chain organization has been developed further
(Shanghai).
around six strategic pillars to enhance the resilience of the
■ Diversify supply chain resources and develop talents
function as a whole:
across all regions.
Supply Chain Excellence
■ Strengthening the performance of the function on a
Digital Transformation
■ Play a major role in the design and implementation of
global scale and include all areas of SBM Offshore’s
SBM Offshore’s migration to the new global ERP system.
business ie. Projects, Operations and non-Project related
■ Work with the external supply chain community to
business.
support digital-twin objectives.
■ Enhancing Quality Assurance and Quality Control within
■ Support the data-migration activities to enhance
Supply Chain.
automated data-driven reporting and performance
■ Enhancing the effectiveness of SBM Offshore’s
measurement of the function.
enterprise management processes.
■ Effective vendor performance and vendor qualification
Performance measurements:
assessment to include current topics such as climate ■ 9 Steering committee meetings organized with strategic
change measures, human rights and cybersecurity.
vendors.
■ Set function-wide KPI’s and enhance data-driven
■ 1,599 vendors qualified under the revised qualification
reporting and visibility into the performance of the entire
process since 2017, including more than 120 Chinese
function against these KPI’s.
vendors.
■ Drive key global issues such as human rights and
■ 99.5% of vendors have signed the Supply Chain Charter.
sustainability goals within the Supply Chain community. ■ 90 vendors have had their qualification renewed
04/2017 04/2022
FPSO Serpentina(1)
06/2013 06/2033
FPSO Cidade de Paraty
11/2014 11/2034
FPSO Cidade de Ilhabela
02/2016 02/2036
FPSO Cidade de Maricá
2024 2050
FPSO Almirante Tamandaré*
2025 2046
FPSO Alexandre de Gusmão*
2021
2006 2018 2030 2042 2054 2066
* Under construction.
SBM OFFSHORE ANNUAL REPORT 2021 - 51
2 PERFORMANCE REVIEW & IMPACT
Despite this, various initiatives and developments
FLEET OIL PRODUCTION CAPACITY progressed and matured this year to enhance operational
(bopd) safety, quality and efficiency through:
■ Training and Competency overhaul with focus on
1,800,000 digitally driven educational platforms, Virtual Reality and
1,600,000 remote learning for safe, efficient onboarding of new
crew.
1,400,000 ■ Health and Fatigue Management programs and
global network.
400,000 ■ Continued implementation of digital solutions and
PEOPLE REVIEW
July – mid-October
Local – Functional – Global
REWARD REVIEW
mid-January – mid-April.
24%
22%
81%
42% 25%
<25 25-35 35-45 45-55 >55 <2 2-5 5-10 10-15 15-20 >20 Male Female
13%
2% 29%
2%
2% Brazil France India
3%
Malaysia Angola Netherlands
6%
United Kingdom South Africa Guyana
7%
Italy Others
16%
8%
12%
46 LANGUAGES SPOKEN
mental health. Recruiting, training and developing both our (development centers) and 39 Korn Ferry assessments
leaders and employees meant a switch to digital methods. conducted.
Other Highlights
In addition, a particular focus was put on increasing ■ 72,345 online applications for jobs reviewed: 4,673
employee headcount, in line with business needs, and
retained for the recruitment process.
increasing the flexible component of the workforce, to ■ Proportion of flexible workers in the workforce increased
ensure the business can respond, in an agile way, to current
from 20% to 26% in 2021.
and future demands. This means ensuring an efficient ■ 42 e-Learning titles developed and made available on
pipeline of new talent through strategic internal and
FPSO Units.
external recruitment activities. ■ 7 Virtual Reality training modules launched.
Profitability
The above Underlying figures adjust several non-recurring
Adjusted for non-recurring items, Underlying Directional
items described in 4.1.3 Financial Review Directional.
revenue for full-year 2021 came in at US$2,317 million, an
increase of 1% compared with 2020. This increase is mainly
driven by the Turnkey segment benefiting from the general
ramp-up of Turnkey activities with five FPSO’s under
construction in 2021, the awarded limited scope on the
FAST4WARD®
Fast4Ward® is SBM Offshore’s program to transform the business by reducing cycle time
to energy delivery, de-risking projects and improving quality and safety.
PRPO
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■ Oil in produced water5, oil spill per production6. reported by companies participating in the 2019 IOGP environmental
performance indicators, Report p.24
2
138 tonnes of GHG emissions per thousand tonnes of hydrocarbon 5
13 tonnes of oil discharged to sea per million tonnes of hydrocarbon
produced as reported by companies participating in the 2019 IOGP produced as reported by companies participating in the 2019 IOGP
environmental performance indicators, Report p.16 environmental performance indicators, Report p.28
3
10.6 tonnes of gas flared per thousand tonnes of hydrocarbon produced as 6
0.5 oil spills greater than one barrel per million tonnes of hydrocarbon
reported by companies participating in the 2019 IOGP environmental produced as reported by companies participating in the 2019 IOGP 5.66 All emissions,
performance indicators, Report p.26 environmental performance indicators, Report p.37 incl. client production
OFFICES OFFICES driven.
SHORE BASE SHORE BASE 0.99 SBM Offshore
BUSINESS TRAVEL
account flaring
‘OWN’ YARDS GHG ‘OWN’
EMISSIONS
YARDS
(MILLION TONNES CO2 EQUIVALENT) SUPPLY CHAIN
this as part of its SDG approach described in section 2.2. leased assets (Scope 3).
■ Taking a science-based approach towards emission
emissionZERO
EMISSIONZERO – THE– The Path
® PATH
®
emissionZERO ®
- “power turbine” replaced with “power generation” SBM Offshore’s assets, thanks to IoT (the ‘Internet of
- SBMIOffshore
Furthermore, would remains
replacecommitted
the 3 bullet points with Things’),
to achieve the following:
the OIPOC (Operational Intelligence &
better environmental
o performance than the 2020 IOGP Performance
Phase 1: implement available carbon reduction solutions Optimization Center) or remote assistance
industry benchmark for energy consumption and oil spills tools.
o Phase 2: increase electrification and develop carbon capture technologies
per production; and 50% better than the 2020 IOGP ■ Reduce CO2 emissions through improved work
o Phase 3: nullify residual
industry benchmark for oil in produced water.
emissions and implement new power-generation technologies
processes. For instance, Process Stability digital tools
allow the reduction of equipment trips which, in turn,
2.1.8 DIGITALIZATION reduces emissions, thus contributing to the
emissionZERO® program.
MANAGEMENT APPROACH ■ The launch of the first pilot of the new ERP system, to
The purpose of digitalization is to create value: better further increase lifecycle value from its projects and
safety, emission reduction, cost savings or new revenues, operations through end-to-end data connection.
for instance. With digitalization, SBM Offshore creates ■ Ease collaboration and allow SBMers to work together,
value through optimization of existing processes, regardless of their locations, through tools such as
transformation of SBM Offshore’s core products and ways Microsoft Teams or collaborative platforms (e.g. the
of working or creation of new digital services. Engineering Collaborative Environment).
■ Make better decisions through business intelligence
SBM Offshore has reinforced its organization and software such as Power BI, enabling better insight of
governance, with the creation of a Transformation Office, historical data.
which provides the guidance, the framework and the ■ Boost learning and working experience through mobile
support for SBM Offshore to become more digital. The apps or augmented reality.
‘SMART EXECUTION’
Transform our
execution model
2 PERFORMANCE REVIEW & IMPACT • I also have a f eeling that the icons don’t really belong to the same “f amily” - especially the power
plug (looks cartoonish) and the H2 (f illed and not just outlined) symbols.
• In the renewable energy section, there’s only ref erence to wind energy. Maybe we could add
something representing waves?
innovation programs are aligned with the long-term SBM Offshore manages its IP portfolio by registering
strategies of the Product Lines and with key programs such patents and trademarks, as well as through securing trade
8.2%
as emissionZERO® and Fast4Ward®. Development 12.7%
secrets and know how. To ensure IP integrity, SBM Offshore
roadmaps are kept up to date with technical and market manages the classification of documents and non-
developments through regular reviews. disclosure agreements with partners and ensures restricted
access to technology-sensitive documents. Freedom-to-
SBM Offshore brings new technology to market through a operate checks are conducted to ensure respect for third-
structured stage-gate process to ensure that the party rights. Through this approach, risks associated with
technology is properly validated before being offered for technological developments are mitigated (see section
sale or introduced into projects. This Technology Readiness 1.4.2).
ALTERNATIVE FUELS
AND ELECTRIFICATION DECARBONIZATION
the intended operating condition and the solution can be is accelerating in building up the organization, expertise
integrated into a complete system. and culture for the Renewables, Gas, Terminals and
Digital Service markets.
FUTURE ■ SBM Offshore has further articulated a clear ambition to
SBM Offshore will continue to focus its technology have >2GW Floating Offshore Wind installed or under
development activities on the energy transition by construction by 2030. This ambition statement provides
allocating more than half of its technology development a directly measurable target.
budgets to EU Taxonomy Eligible technology7. This will ■ The project execution of EDF Renouvelables Provence
ensure sustainability of innovations, attractiveness to Grand Large 25.2MW Floating Offshore Wind is in full
investors and contribute to a responsible energy transition swing with detailed engineering, structure fabrication
required to mitigate climate change impact. In addition, and assembly activities ongoing.
SBM Offshore will invest in topside technologies to deliver ■ SBM Offshore moved forward as a co-developer in the
the ambitions of SBM Offshore’s emissionZERO® FPSO offshore wind industry with the newly established joint
program and developments in alternative energy storage venture, Floventis Energy Limited. The first development
and generation. SBM Offshore will also continue to invest in project Llŷr in the UK, comprising 2 offshore sites each
research and development for its innovative S3® Wave up to 100MW, has received the Crown Estate’s intention
Energy Converter and Floating Offshore Wind solutions. to grant lease subject to a Habitats Regulations
Assessment.
2.1.10 ENERGY TRANSITION ■ Manufacturing for the WEC S3® prototype is in progress
SAFETY SUSTAINABILITY
0.06 RECORDABLE INJURIES ESG RATINGS
EXPERIENCE GROWTH
360 YEARS CUMULATIVE 6 FPSO & 1 NEW ENERGIES PROJECT
UNDER CONSTRUCTION
Market positioning is about global presence and engaging footprint for its products, which will be the choice of the
in emerging markets in order to adapt to market clients. SBM Offshore’s strategy to Optimize, Transform and
developments. The size of the business, new business Innovate, combined with addressing material topics, leads
development and sustainability benchmarks are seen as to a market positioning for future success. Through market
strong indicators of a successful management approach. positioning, SBM Offshore addresses the competitiveness
Examples of metrics are the performance of the fleet, the risks mentioned in section 1.4.2.
revenue backlog, the number of projects won, the new
developments in the renewables market, and 2021 PERFORMANCE
SBM Offshore’s ESG ratings performance. Performance is detailed in subsections of 2.1. The following
table provides the key items of SBM Offshore’s market
SBM Offshore aims to provide for ’double resiliency’, positioning.
meaning achieving a cost-competitive and low-carbon
• Education for
• Co-develop climate change & energy transition awareness
Sustainable
program for developing regions
Development
• Human Rights • Fully embed human rights & social performance within the
company to achieve no harm
• Occupational Safety • Top 10% performer in Occupational Safety
& Process Safety & Process Safety Events
• Climate Change • Run a strategy and action plan compatible with a transition
Management to net-zero by no later than 2050
• 20% reduction of air travel related CO2 emissions versus 2019 61%
66%
• Manage oil in water discharge to 50% below IOGP average
SBM Offshore takes pride in reporting on SDG-linked Furthermore, additional tutorials were rolled out on mental
targets, and the results achieved during 2021, and in taking health and well-being during the ongoing pandemic.
action for improvement.
SDG 4 target achievement was inhibited by later than
On SDG 3, Good Health and Well-being, SBM Offshore is expected stakeholder agreement and remained at 23%
pleased to see it reached 75% of targeted employees completion at year-end. Still SBM Offshore was able to train
taking part in health check programs, above the target set. local Guyanese talent for future offshore careers and is
pleased with the stakeholder decisions reached before
On SDG 8, Decent Work and Economic Growth, On SDG 3, employees took part in the global Mental
SBM Offshore over-achieved on its target on occupational Health & Well-being campaign that was rolled out via e-
safety, a recordable injury rate of 0.06 was achieved Learning. In Kuala Lumpur employees distributed meals to
compared to a target of 0.18. Further detail is explained local communities during Hari Raya and donated to provide
under section 2.1.2. On Human Rights, 97% of high risk COVID-19 protection equipment. In Guyana, SBM Offshore
vendors were screened, above the set target of 90%. further supported its partnership with Plympton Farms, an
Engagement with SBM Offshore’s supply chain in yards innovative agricultural project that is turning barren earth
remains a critical element in ensuring respect for human into lucrative farmland, creating stable jobs for residents in
rights in areas where SBM Offshore engages in business. more remote areas of the country.
For SDG 9, Industry, Innovation and Infrastructure, In Brazil, action was taken on SDG 4 through the
SBM Offshore has invested 60% of its Group Technology Entrepreneurial Trail program. The initiative provides
R&D budget in non-carbon technologies to facilitate the entrepreneurial education for students from public schools
energy transition and decarbonization (target was 50%). in the State of Rio de Janeiro. The remote format enabled
Furthermore, SBM Offshore added 6 low carbon modules an increase in the number of students trained by the
to its product catalogue, better than the target of 4 and in project from nearly 4,000 to over 6,000 in 2021.
line with its ambitions to significantly reduce Scope 3
emissions as explained in section 2.1.7. SBM Offshore takes The Schiedam and Monaco offices took part in the Monaco
pride in the SUSTAIN-1 notation as a world’s first on one of Energy Boat Challenge, competing in the Energy Class.
the FPSOs delivered this year. Running a green hydrogen-powered boat, SBM Offshore is
contributing to the development of clean energy (SDG 7).
Regarding SDG 13, Climate Action, SBM Offshore achieved
air-travel-related emissions reduction of 61%, compared Across the globe, SBM Offshore launched its Diversity &
with 2019, which was supported by remote working during Inclusion (D&I) program this year, which includes local
the continued pandemic. ambassadors to address D&I throughout the employment
journey. Through this, the Company aspires to have an
With regard to SDG 14, Life Below Water, there were zero impact on inclusive economic growth (SDG 8).
hydrocarbon spills exceeding one barrel in volume, while SBM Offshore will further grow its commitment to D&I
the industry benchmark10 is 0.5. SBM Offshore takes pride in through SDG 10 ’Reduced Inequalities’ as explained below.
beating the oil in water discharge benchmark by 66%, well
above the target set (50%). Various initiatives were taken on SDGs 13 (Climate Action)
and 14 (Life Below Water). The agreement signed for
SBM Offshore has applied the lessons learned from Mangrove Development in Guyana and the deployment of
performance on these targets for further improvement. Reefballs in Canada ensure a meaningful contribution for
SBM Offshore takes pride in its continuous improvement both these SDGs. Other examples are tree planting
approach and will apply the knowledge gained from its initiatives in Malaysia and the USA, net-zero commutes in
performance in future target setting. This has led to China, internships on marine research and circularity in
positive and improving ratings in sustainability benchmarks, Monaco and Amsterdam and a ‘Zero First-Use Plastic’
as per the following table. program in India. In the Monaco office, renovations were
carried out to improve energy efficiency, cut waste and
support sustainable products.
10
0.5 oil spills greater than one barrel per million tonnes of hydrocarbon
produced as reported by companies participating in the 2019 IOGP
environmental performance indicators, Report p.37
• Education for
• Climate change & energy transition awareness program for
Sustainable
offshore community
Development
MANAGEMENT BOARD
OTHER MANDATES:
Non-Executive Director of
FORACO International S.A.,
Non-Executive Director
at GTT (Gaztransport &
Technigaz)
3.2 CORPORATE GOVERNANCE management and control systems are in place. The
Management Board monitors the operation of the internal
This section gives a broad outline of SBM Offshore’s risk management and control systems and carries out a
corporate governance structure by describing the roles of systematic assessment of their design and effectiveness at
the corporate bodies, the external auditor and of the least once a year. This monitoring covers all material control
foundation Stichting Continuïteit SBM Offshore. This measures relating to strategic, operational, financial,
section also indicates to what extent SBM Offshore applies compliance and reporting risks. Among other
the principles and best practice provisions in the Dutch considerations, attention is given to observed weaknesses,
Corporate Governance Code of December 8, 2016 (the instances of misconduct and irregularities and indications
Corporate Governance Code). The details on compliance from whistle blowers. A regular risk report is provided to
with the Corporate Governance Code can be found on the Supervisory Board.
SBM Offshore’s website under ’Rules governing the
Supervisory Board’. The full text of the Corporate The Management Board adopted corporate core values
Governance Code can be found on www.mccg.nl. that contribute to a culture focused on long-term value
creation for the Company. These values are Integrity, Care,
3.2.1 CORPORATE GOVERNANCE Entrepreneurship and Ownership and are regularly
STRUCTURE discussed with the Supervisory Board. The Management
Board encourages behavior that is in keeping with the
SBM Offshore N.V. is a limited liability company (Naamloze
values and propagates these values through leading by
Vennootschap) incorporated under the laws of the
example. The Management Board is responsible for the
Netherlands with its corporate seat in Amsterdam. The
incorporation and maintenance of the values. The
Company is listed on Euronext Amsterdam. The Company
Management Board has drawn up a Code of Conduct and
has a two-tier board consisting of a Supervisory Board and
monitors its effectiveness as well as compliance with this
a Management Board. Each board has its specific roles and
Code. Findings and observations in this context are shared
tasks regulated by laws, the articles of association, the
with the Supervisory Board.
Corporate Governance Code, the Supervisory Board rules
and Management Board rules. The Management Board
The Management Board is accountable to the Supervisory
rules and Supervisory Board rules contain details on the
Board and the General Meeting for the performance of its
ways of working of the Management Board and the
management tasks.
Supervisory Board. Both sets of rules are published on
SBM Offshore’s website, together with the articles of
The Management Board currently consists of four
association.
members: the Chief Executive Officer, the Chief Financial
Officer, the Chief Operating Officer and the Chief
3.2.2 MANAGEMENT BOARD Governance and Compliance Officer. Management Board
The Management Board manages the Company and is members are appointed and can be suspended or
responsible for the continuity of the Company and its dismissed by the General Meeting. Further information
business. The Management Board focuses on long-term about the appointment and dismissal of Management
value creation for the Company and its business and takes Board members can be found in SBM Offshore’s articles of
into account the relevant stakeholders’ interests. In fulfilling association.
its responsibilities, the Management Board is guided by the
interests of the Company and its business. Section 3.1 lists the material mandates of the Management
Board outside SBM Offshore. Management Board
Each year, the Management Board presents to the members shall inform the Supervisory Board before
Supervisory Board the strategy of the Company including accepting positions outside the Company and shall not
the operational plan for the following financial year. The accept such position prior to the approval of the
financial and operational objectives that allow Supervisory Board. Mandates are discussed annually in the
quantification and progress measurement of the strategy Supervisory Board meeting. The Company is therefore
implementation are regularly reviewed. Both the strategy compliant with best practice 2.4.2 of the Corporate
and the operational plan are adopted after the Supervisory Governance Code. Members of the Management Board
Boards’ approval. may also be appointed to the statutory board of the
Company’s operational entities.
The Management Board is responsible for determining the
Company’s risk profile and policy, which are designed to
realize the Company’s objectives, to assess and manage
the Company’s risks and to ensure that sound internal risk
The Supervisory Board supervises the policies, the Section 3.1 lists the material mandates of the Supervisory
management of the Company and its businesses, the Board outside SBM Offshore. Supervisory Board members
effectiveness and the integrity of the internal control and shall inform the Supervisory Board before accepting
risk management systems and procedures implemented by positions outside the Company. Positions may not be
the Management Board, as well as the general conduct of accepted without the Supervisory Boards’ prior approval.
affairs of the Company and its businesses. The Supervisory The positions can not be in conflict with the Company’s
Board also supervises the activities of the Management interests. Mandates are reviewed annually in the
Board in relation to the creation of a culture aimed at long- Supervisory Board meeting. The Company is compliant
term value creation for the Company and its businesses. with best practice 2.4.2 of the Corporate Governance
Furthermore the Supervisory Board assists the Code.
Management Board with advice in accordance with the
Corporate Governance Code, the articles of association
3.2.4 SHARE CAPITAL
and the Supervisory Board rules. In the performance of its
duties, the Supervisory Board is guided by the interests of The authorized share capital of the Company amounts to
the Company’s stakeholders. In addition, certain (material) EUR200 million and is divided into 400,000,000 ordinary
decisions of the Management Board, as stipulated in the shares with a nominal value of EUR0.25 and 400,000,000
Dutch Civil Code, articles of association or the Supervisory protective preference shares, also with a nominal value of
Board and Management Board rules, require the EUR0.25. The preference shares can be issued as a
Supervisory Board’s prior approval. protective measure, as explained below in the section on
the Stichting Continuïteit SBM Offshore.
The Supervisory Board currently consists of seven
members. Members of the Supervisory Board are As per December 31, 2021, 180,671,305 (2020: 188,671,305)
appointed by the General Meeting following nomination by ordinary shares are issued. No preference shares have been
the Supervisory Board. A Supervisory Board member is issued.
appointed for a period of four years and may then be re-
appointed once for another four-year period. A Supervisory Bearer shares
Board member may subsequently be re-appointed again As per the Dutch Act on Conversion of bearer shares (Wet
for a third period of two years, which may be extended by omzetting aandelen aan toonder), all bearer shares still
at most two years. Further information about the outstanding at December 31, 2020 have been converted
appointment and dismissal of Supervisory Board members into registered shares (31,840) held in the name of the
can be found in SBM Offshore’s articles of association. Company as per January 1, 2021. A shareholder who hands
in a bearer share certificate to the Company before January
The Supervisory Board appoints one of its members as 2, 2026 is entitled to receive from the Company a
Chairman and one as Vice-Chairman. replacement registered share. A shareholder may not
exercise the rights vested in a share until the shareholder
The Supervisory Board has three subcommittees: the Audit has handed in the corresponding bearer share certificate(s)
and Finance Committee, the Appointment and to the Company.
Remuneration Committee and the Technical and
Commercial Committee. The Appointment and 3.2.5 GENERAL MEETING
Remuneration Committee is a joint committee with two
Annually within six months after the end of the financial
separate chairpersons and two separate tasks: the selection
year, the Annual General Meeting (AGM) shall be held. The
and appointment preparation of Management Board and
agenda for this meeting generally includes the following
Supervisory Board members and the preparation of
standard items:
decision-making regarding remuneration matters. The task ■ The report of the Management Board concerning the
of each subcommittee is to assist and advise the
Company’s affairs and the management as conducted
Supervisory Board in fulfilling its responsibilities.
during the previous financial year.
SBM Offshore has an internal audit department with direct ■ The report of the Supervisory Board and its committees.
reporting to the Supervisory Board through the Audit and ■ The remuneration report for an advisory vote.
Finance Committee. More information about the ways of ■ The adoption of the Company’s Financial Statements,
working of the Supervisory Board and its committees can
the allocation of profits and the approval of the
be found in the Supervisory Board and Committee rules, as
dividend.
available on the Company’s website. The Supervisory Board
The Management Board prepared detailed supporting In 2021, a repeat subject on the agenda of the Supervisory
documents as preparation for all meetings and several Board meeting was the challenges that came with the
representatives of senior management were invited to give COVID-19 pandemic. The Supervisory Board was regularly
presentations on specific topics within their area of informed about the impact of COVID-19 on SBM Offshore,
responsibility. The Supervisory Board and Committee its employees, projects, supply chain and fleet operations,
meetings were usually held over two days to ensure time as well as measures implemented in relation herewith. In
for review and discussion. The Management Board addition, recurring standard items on the agenda of the
attended all scheduled meetings of the Supervisory Board. Supervisory Board meetings were the Company strategy,
The customary informal pre-board dinner was cancelled in the commercial activities/projects and the market
most instances in 2021 due to the COVID-19 pandemic. environment, the operational performance, the financial
Several informal meetings and contacts among Supervisory performance and liquidity position, treasury topics, investor
Board members and/or Management Board members took relations topics, compliance, risk management and internal
place. Prior to the scheduled meetings, the Supervisory controls, SBM Offshore organisation and culture including
Board met outside the presence of the Management Board diversity and inclusion, corporate governance, succession
to reflect on agenda items and discuss potential items planning of the Management Board, Supervisory Board and
requiring attention during the meeting. The Supervisory senior management of the Company, remuneration for
Board also received regular updates from the Management senior management and the Management Board and ESG
Board outside meetings on relevant developments within topics including SBM Offshore’s approach hereto.
the Company.
There is an open invitation to join committee meetings for SBM Offshore’s Group Internal Audit Director and again
those Supervisory Board members who are not a member separately with PricewaterhouseCoopers.
of specific committee. This invitation is regularly made use
of. The Audit and Finance Committee prepares the
Supervisory Board’s decision making regarding the
Audit and Finance Committee supervision of the integrity and quality of the Company’s
Sietze Hepkema succeeded Laurence Mulliez as member of financial reporting and the effectiveness of the Company’s
the Audit and Finance Committee from April 2021. The internal risk management and control systems. Standard
Audit and Finance Committee convened five times in 2021. agenda topics in 2021 were financial performance,
The attendance percentage of the Audit and Finance compliance, risk management and internal controls,
Committee meetings was 96.7%. The Chairman of the Internal Audit activities and IT (including cybersecurity). In
Audit and Finance Committee reported to the Supervisory addition, other items discussed included: the COVID-19
Board on the principal issues discussed, on actions arising pandemic, funding and liquidity, dividend proposal, share
and the follow-up of such actions and made repurchase proposal, functioning of and relationship with
recommendations on those matters requiring a decision by the external auditor including the quality of the audit,
the Supervisory Board.The Management Board, the Group financing strategy and the SBM Offshore’s approach to tax
Internal Audit Director, the Group Controller and the policy and specific tax issues.
external auditor attended the meetings. After each
meeting, the Audit and Finance Committee met with the The external auditor participated in all meetings of the
external auditor outside the presence of the Management Audit and Finance Committee. Discussions were held with
Board. The Chairman of the Audit and Finance Committee PricewaterhouseCoopers about the audit plan,
regularly held meetings with the CFO, and separately with management letter, audit report and financial statements
1. BASE SALARY
The Base Salary is set by the Supervisory Board and is a STI
fixed component paid in cash. Depending on internal and
external developments such as market movements, the PERFORMANCE
Supervisory Board may adjust Base Salary levels. WEIGHTING
MEASURES
2. SHORT-TERM INCENTIVE
The STI is designed to create a rigorous pay for PROFITABILITY 40 - 60%
performance relationship and is a conditional variable
component. The STI key performance indicators focus on
three performance areas: (i) Profitability, (ii) Growth and (iii) GROWTH 20 - 40%
Sustainability Performance. The Supervisory Board, upon
the recommendation of the A&RC determines for each of
the performance measures the specific performance targets SUSTAINABILITY
PERFORMANCE 15 - 25%
and their relative weighting in the beginning of the financial
year. The STI remains unchanged with the implementation
of RP 2022.
TOTAL 100%
DISCRETIONARY
JUDGEMENT - 10%
SUPERVISORY BOARD
Company; and
If the Supervisory Board is of the opinion that another ■ Where circumstances of the event(s) are/were within
measure would be more qualified as an indicator for control of the incumbent Management Board.
Profitability, Growth or Sustainability Performance, it will
inform the shareholders in the remuneration report. These two pillars are the umbrella criteria: in case an event
Performance measures will never be adjusted does not qualify under these pillars, the underpin test does
retrospectively. not come into play. Underpins shall be assessed in
determining the amount of Value Creation Stake vesting in
Performance ranges – threshold, targeted and maximum – a year:
are set for each of the key performance indicators. The STI ■ Safety event resulting in the loss of multiple lives and/or
is set at a target level of 100% of the Base Salary for the significant oil damage to the environment and/or loss of
CEO and 75% of the Base Salary for any other member of an FPSO; and/or
the Management Board. The threshold pay-out is at 0.5 ■ Compliance issue resulting in Company being unable to
times target and maximum pay-out will not exceed operate in one or more of its primary markets; and/or
1.5 times target. A linear pay-out line applies between ■ Significant project impairment due to insufficient
threshold and maximum. Below threshold, the pay-out is oversight or gross negligence or deliberate omissions.
zero. The Supervisory Board may adjust the outcome of the This relates to large projects with a value exceeding
STI down by up to 10%, which adjustment will be reported US$1 billion.
on in the remuneration report.
Prior to RP 2022 being adopted at the 2021 AGM, this
At the end of the performance year, the performance is underpin already became effective on January 1, 2021 and
reviewed by the Supervisory Board and the pay-out level is was applied to the award of 2021 Value Creation Stake.
determined. The performance measures, target setting,
and realization are published in this remuneration report. All members of the Management Board are required to
For reasons of commercial and/or market sensitivity, these build up Company stock of at least 350% of Base Salary.
details are not published at the start of the performance The value of the share ownership is determined at the date
period. In general, details regarding order intake will not be of grant.
shared. The STI is payable in cash after the publication of
the Annual Report for the performance year. 4. PENSION AND BENEFITS
In principle, the Management Board members are
3. VALUE CREATION STAKE responsible for their own pension arrangements and
The Value Creation Stake is an award of restricted shares to receive a pension allowance equal to 25% of their Base
create direct alignment with long-term shareholder value. Salary for this purpose.
The awarded shares must be held for at least five years.
After retirement or termination, the holding period will not The Management Board members are entitled to
be longer than two years. The gross annual grant value for additional benefits, such as a company car allowance,
each of the Management Board members is 175% of Base medical and life insurance and (dependent on the personal
Salary. The number of shares is determined by a four-year situation of the Management Board member) a housing
average share price (volume-weighted). The Value Creation allowance.
Stake has a variable element to the extent that the share
price develops during the holding period. The Supervisory KEY ELEMENTS EMPLOYMENT AGREEMENTS
Board retains the discretion not to award the Value Each of the Management Board members has entered into
Creation Stake in case of an underpin event. RP 2022 a four-year service contract with the Company, the terms of
introduces a clearly defined and observable underpin. The which have been disclosed in the explanatory notice of the
underpin serves as a mechanism to ensure an acceptable General Meeting at which the Management Board member
threshold level of performance and avoid vesting in case of was (re-)appointed. Next to his service contract,
circumstances as defined as underpin event. The underpin Bruno Chabas has an employment contract with Offshore
Loans
12
Due to changes such as bankruptcy and delisting Noble Corporation and
SBM Offshore does not grant loans, advance payments or Superior Energy Services are no longer part of the reference group. In 2021
guarantees to its Management Board members. the reference group consisted of 12 companies. Under RP 2022, the
reference group has changed. Please be referred to the policy text of RP
2022 for details.
PAY RATIO
Bruno 44
Chabas 44 (41*)
Philippe 27
Barril 27 (25*)
Erik 21
Lagendijk 21 (20*)
Douglas 21
Wood
21 (20*)
0 5 10 15 20 25 30 35 40 45 50
MULTIPLE OF AVERAGE EMPLOYEE PAY
1. BASE SALARY
The 2021 and 2020 Base Salary levels of the Management
Board members are shown both in the table at the
beginning of section: Management Board Remuneration in
2021 and in the table Remuneration of the Management
Board by member in section 3.4.3.
2. SHORT-TERM INCENTIVE
For 2021, the Supervisory Board set the following
performance measures and corresponding weighting,
which led to the following performance realization. For full
details regarding the performance under the STI, please
refer to the Performance STI 2021 table in section 3.4.3.
PERFORMANCE REALIZATION*
Underlying
PROFITABILITY directional 50% 75%
EBITDA
Order intake
GROWTH 30% 38%
FPSO, NES
Profitability performance reached the maximum threshold The actual shareholdings of the Management Board
of 150% with an underlying directional EBITDA of US$931 members per the end of 2021, in which only conditional
million against target level of US$920 million. Growth shares are taken into account, can be found at the end of
performance, measured as order intake FPSO and NES the Overview Share-Based Incentives (section 3.4.3). This
resulted in a performance of 125% which is between target overview also includes the number of conditionally granted
and maximum. Sustainability performance performed and/or vested shares in the last few years.
slightly above target at 104%. The overall weighted
performance of the CEO is 133% and for the other
Management Board members the performance is 75%
thereof (100%).
3.4.3 OTHER REMUNERATION RP 2018 and aim to allow shareholders, potential investors
INFORMATION and other stakeholders to better assess Management
Board remuneration.
Various tables are included in this section, in compliance
with the implemented EU Shareholder Rights’ Directive into The following table includes further details regarding the
Dutch law. These tables are designed to increase various (historical) share plans, including the changes
transparency and accountability for the execution of throughout 2021.
The main conditions of share award plans Information regarding the reported financial year
Opening
balance1 During the year Closing balance2
End of Shares held at Shares subject to
Specification of Performance retention the beginning Shares granted Shares vested a retention
plan period3 Grant date Vesting date(s) period of the year (# / EUR x 1,000)4 (# / EUR x 1,000)5 period
Bruno
Chabas,
CEO
2016 LTI 2016-2018 10-03-2016 09-04-2019 09-04-2021 108,279 0/0 0/0 -
2017 LTI 2017-2019 09-02-2017 08-04-2020 08-04-2022 85,873 0/0 0/0 85,873
Value N/A 01-01-2018 01-01-2018 01-01-2023 77,402 0/0 0/0 77,402
Creation
Stake 2018
Value N/A 01-01-2019 01-01-2019 01-01-2024 74,043 0/0 0/0 74,043
Creation
Stake 2019
Value N/A 01-01-2020 01-01-2020 01-01-2025 65,821 0/0 0/0 65,821
Creation
Stake 20206
Value N/A 01-01-2021 01-01-2021 01-01-2026 - 114,397 / 114,397 / 63,466
Creation 1,797 1,797
Stake 2021
Philippe
Barril, COO
2016 LTI 2016-2018 10-03-2016 09-04-2019 09-04-2021 54,778 0/0 0/0 -
2017 LTI 2017-2019 09-02-2017 08-04-2020 08-04-2022 54,712 0/0 0/0 54,712
Value N/A 01-01-2018 01-01-2018 01-01-2023 53,292 0/0 0/0 53,292
Creation
Stake 2018
Value N/A 01-01-2019 01-01-2019 01-01-2024 58,603 0/0 0/0 58,603
Creation
Stake 20196
Value N/A 01-01-2020 01-01-2020 01-01-2025 54,686 0/0 0/0 54,686
Creation
Stake 2020
Value N/A 01-01-2021 01-01-2021 01-01-2026 - 75,508 / 75,508 / 41,891
Creation 1,186 1,186
Stake 2021
1 Opening balance consists of both shares held and unvested grants for conditional plans at assumed maximum target.
2 Closing balance consists of the full grant and vesting of the relevant plan, including any sell-to-cover performed to compensate a wage tax impact.
3 Performance period always refers to a full year
4 Converted at the share price at the date of grant
5 Converted at the share price at the date of vesting
6 Includes additional Value Creation Stake granted due to salary increase
Fixed
in thousands of EUR remuneration Variable remuneration
Value Extra- Proportion of fixed
Base Other Creation ordinary Pension Total and variable
Name of Director, Position Year salary benefits STI1 LTI Stake 2 Items3 expense remuneration remuneration
Bruno Chabas, CEO 2021 960 250 1,279 - 1,797 - 294 4,580 33% / 67%
2020 960 213 1,176 2,112 1,965 - 296 6,721 22% / 78%
Philippe Barril, COO 2021 634 188 633 - 1,186 - 158 2,799 35% / 65%
2020 634 154 582 1,056 1,311 - 158 3,895 24% / 76%
Erik Lagendijk, CGCO 2021 518 45 517 - 968 - 129 2,177 32% / 68%
2020 518 39 475 1,056 1,062 - 129 3,278 21% / 79%
Douglas Wood, CFO 2021 518 50 517 - 968 - 129 2,182 32% / 68%
2020 518 44 475 1,056 1,071 - 129 3,293 21% / 79%
Peter van Rossum, 2021 - - - - - - - - -
former CFO 2020 - - - 103 - - - 103 0% / 100%
1 STI based on accrual accounting, taking into consideration that this reflects the STI to be paid over the performance of that year.
2 The Value Creation Stake does not meet the definition of either fixed or variable remuneration, but for the proportion is considered variable.
3 The extra-ordinary items consist of the sign-on RSUs granted to the Management Board member upon joining the Company.
In the table below, information on the annual change of manner as the internal pay ratio in this section). Under RP
remuneration of each individual Management Board 2015, LTI shares vested three years after award. Under RP
member is set out over the five most recent financial years. 2018, the LTI was replaced by the Value Creation Stake,
In addition, the performance of the Company (measured in which vests immediately upon award. As a result, for the
Directional Underlying EBITDA and TRIFR) is displayed as years 2018, 2019 and 2020, this table includes both the
well as the average remuneration on a full-time equivalent former LTI vesting and the Value Creation Stake.
basis of employees of the Company (calculated in the same
Comparative table on the change of remuneration and company performance over the last five reported financial years
3.4.4 SUPERVISORY BOARD the Supervisory Board Profile and Diversity Policy, to
REMUNERATION POLICY oversee the execution of the strategy and the performance
of the Company. The remuneration intends to promote an
The Supervisory Board remuneration policy encourages a adequate performance of their role. The strategic pillars
culture of long-term value creation and a focus on the long- Transform and Innovate are reflected in the focus of the
term sustainability of the Company. The remuneration of Supervisory Board on long-term value creation.
the Supervisory Board members is not dependent on the
results of the Company, which allows an unmitigated focus Considering the nature of the role and responsibility of the
on long-term value creation for all stakeholders. Supervisory Board, the pay and employment conditions of
employees are not taken into account when formulating the
The Company’s strategy revolves around the themes remuneration policy. The full version of the remuneration
Optimize, Transform and Innovate. The Optimize pillar is policy for the Supervisory Board as approved by the 2020
reflected in the competitiveness of the remuneration policy, AGM is available on the Company website.
which is in line with global peer companies that may
compete with SBM Offshore for business opportunities FEE LEVEL AND STRUCTURE
and/or talent. The remuneration should enable retaining The fee level and structure for the Supervisory Board
and recruiting Supervisory Board members with the right remuneration is currently as follows:
balance of experience and competencies while observing
All fees above are on an annual basis and are not LOANS
dependent on the number of meetings. Supervisory Board SBM Offshore does not provide loans, advances or
members also receive an annual amount of EUR500 for guarantees (and/or securities) to the members of the
expenses, and a lump sum of EUR5,000 per meeting when Supervisory Board.
intercontinental travel is involved.
PENSIONS
The Supervisory Board members do not receive a pension
allowance.
Proportion of fixed
Name of Supervisory Board and variable
Member, Position Year Fees Committee fees Other benefits1 Total remuneration remuneration
Roeland Baan, Chairman 2021 120 9 1 130 100% / 0%
2020 108 11 1 119 100% / 0%
Francis Gugen, Vice- 2021 80 10 1 90 100% / 0%
Chairman 2020 75 10 1 86 100% / 0%
Ingelise Arntsen, 20213 55 6 0 61 100% / 0%
Member2 2020 - - - - -
Bernard Bajolet, Member 2021 75 8 1 84 100% / 0%
2020 75 8 1 84 100% / 0%
Sietze Hepkema, Member 2021 75 14 1 89 100% / 0%
2020 75 8 1 84 100% / 0%
Cheryl Richard, Member 2021 75 9 1 85 100% / 0%
2020 75 9 6 90 100% / 0%
Jaap van Wiechen, 2021 75 17 1 93 100% / 0%
Member 20203 55 6 0 61 100% / 0%
Laurence Mulliez, former 2021 20 4 0 24 100% / 0%
Member4 2020 75 16 1 92 100% / 0%
Andy Brown, former Vice- 2021 - - - - -
Chairman5 20203 58 7 0 66 100% / 0%
Floris Deckers, former 2021 - - - - -
Chairman 20206 32 5 0 37 100% / 0%
Thomas Ehret, former 2021 - - - - -
Vice-Chairman 20206 20 3 0 23 100% / 0%
1 Other benefits items for the supervisory board consist mainly of the lump sum for intercontinental travel at EUR 5,000 each and a yearly expense allowance of
EUR 500
2 As per April 7, 2021
3 Remuneration based on months after appointment at the AGM
4 Until April 7, 2021
5 As per April 8, 2020, until December 31, 2020
6 Remuneration based on months prior to retirement at the AGM
Comparative table on the change of remuneration and company performance over the last five reported financial years in
thousands of EUR
2 3 In addition to the Directional income statement, reported Annual General Meeting on April 6, 2022. This represents
0
3 3
since 2013, a Directional balance sheet and cash flow
statement are also disclosed in section 4.3.2 of the
1 2 9
an increase of 13% compared to the US$0.8854 divdend
per share paid in 2021.
9
2011 2012 2013 2014 2015 2016 2017 2018 2019 e2021 e2022
Shareholder
SBM OFFSHORE returnsFPSO AWARDS
FPSO AWARDS
1
FPSO AWARDS FORECASTS - BASE CASE FPSO AWARDS FORECASTS - HIGH CASE
0.37
0.21 0.23 0.25
2
2016 2017 2018 2019 2020 2021 2022
Total dividend (US$ millions) 45 47 51 75 150 165 180
Share repurchase (US$ millions) 166 196 165 180
21 5,000k
20 4,500k
19 4,000k
Volume
18 3,500k
17 3,000k
16 2,500k
15 2,000k
14 1,500k
13 1,000k
12 500k
11 0
11. Jan 22. Feb 5. Apr 17. May 28. Jun 9. Aug 20. Sep 1. Nov 13. Dec
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Source: Euronext Closing share price range in EUR Year-end price in EUR
INVESTOR RELATIONS
The Company maintains open and active engagement with
its shareholders and aims to provide information to the
market which is consistent, accurate and timely. Information
is provided among other means through press releases,
presentations, conference calls, investor conferences,
meetings with investors and research analysts and the
Company website. The website provides a constantly
updated source of information about our core activities and
latest developments. Press releases,presentations and
The Management Board monitors the operation of the 3.6.1 DESIGN AND EFFECTIVENESS OF
Compliance Program and the internal risk management
THE INTERNAL RISK MANAGEMENT
and control systems and performs an annual systematic
assessment of their design and effectiveness. The results
AND CONTROL SYSTEM
are discussed with the Supervisory Board. This monitoring MANAGEMENT APPROACH
covers all material control measures relating to strategic, The Group Risk & Compliance Function brings the skills to
operational, financial, compliance and reporting risks. support the business in identifying and managing risks,
Among other considerations, attention is given to observed thereby ensuring the risks are managed within the Risk
weaknesses, instances of misconduct and irregularities and Appetite (see section 1.4.1.) in order for the Company to
indications from whistle blowers. achieve its strategic goals and objectives. The Risk
Assurance Committee (RAC) reviews the significant risks
MANAGEMENT APPROACH faced by the Company and the relevant control measures.
The Chief Governance and Compliance Officer (CGCO) has The RAC oversees the integrated risk management
the overall responsibility for compliance, risk and legal approach and brings together the key heads of functions of
matters. The Group Risk & Compliance Function (GRCF) the second and third line of defense.
has a leadership role in proactively advising the
MATURITY
ACHIEVEMENTS ASSESSMENT FUTURE
COMPONENT KEY FEATURES
IN 2021 according to AMBITIONS
Management Board
• Driven by Tone at the Top • Enlarged network thereby • Management decision- • Build on business
GOVERNANCE and Corporate Values widened reach of Risk making is performed with ownership while monitor
& CULTURE • Management takes Management & Internal risk-based mindset and support
responsibility of its risks Control • Cross-functional teams • Expand 2nd line of defense
and controls • Delivery of Risk Training discuss and share risk in countries where the
• Letter of Representation to key positions based insights Company is expanding its
process supports accurate • Transitioned to new ways • Risk & Internal Control business
financial results of working (i.e. online and support is efficiently
remote) due to pandemic organized
• Risk Appetite is set by • Conducted cross- • Strategy and its Material • Assess and quantify
STRATEGY & Management Board (MB) functional risk Topics are well integrated exposure per Material
OBJECTIVE- and is supported by the assessments which are in the Company’s Risk and Topic to improve
SETTING Supervisory Board (SB) aligned with strategy Internal Control approach prioritization of assurance
• Company’s Material (e.g. on Energy Transition, activities
Topics are used to identify Digital Transformation and
risks and prioritize Fast4Ward®)
assurance activities • Extension of the financial
• Risk bearing processes are reporting scope with 2nd
identified and assessed by Level Review for Guyana
Internal Control and India
• Business is supported in • Performed Taskforce for • Risk and Internal Control • Following TCFD guidance,
PERFORMANCE delivering their objectives Climate related Financial activities are adequately continue to improve
through Risk and Internal Disclosures (TCFD) Risk & performed, providing assessment of financial
Control support Opportunity assessment sufficient information impact from Climate
• Risk and Internal Control • Improved Risk Control for discussion and Change
is performed in line with Matrices (RCM) through prioritization of assurance • Improve analysis of
the Company’s annual increased frequency connectivity between
Strategy Cycle of review and with risks, and their
• Digital tooling ensures specifications on location opportunity side
efficient and effective of control activity • Leverage benefits of
management of risks and • Increased number of ERP into Internal Control
controls Maturity Level 1 controls activities
• The Risk Assurance • Risk and Internal Control • Risk and Internal Control • Continue to improve
REVIEW & REVISION Committee (RAC) includes enablers (e.g. policies and enablers (e.g. policies and activities based on
Directors of Assurance procedures, tooling) are procedures, tooling) are internal review and
functions regularly reviewed and thoroughly and regularly external feedback
• RAC ensures a Company- improved as part of the reviewed and improved
wide integrated assurance Management Review as necessary (e.g. through
approach and review of • Internal Control Management Review
risks and controls performed mapping process)
• Annually the MB and exercise to anticipate
SB discusses Risk changes within controls
Management & Control as result of ERP
Systems implementation
• The Company keeps track • Internal Control • Digital reports and • Internal Control to use
INFORMATION, of their risks, controls, and activities of Supply Chain solutions operate a designated tool for
COMMUNICATION actions in digital solutions Management started adequately communication and
& REPORTING • Risk and Internal Control to use dedicated tool documentation of Internal
results are regularly for communication and Control Campaign in 2022
discussed with the documentation • Digital solutions to be
business and in the RAC, enhanced by analyzing
MB and SB its content for trends and
relationships in data
SBM OFFSHORE
TONE AT
COMPLIANCE PROGRAM
THE TOP
CONTROL
The Company:
■ Complies with the OECD transfer pricing guidelines.
■ Maintenance of GTS, as introduced in section 3.8.2. GEMS is the core of a broader ecosystem including
■ Management of improvement initiatives. software solutions (e.g. LUCY, SBM Offshore’s Human
■ Coordination and harmonization of the Company’s ways Capital Management System) and other elements such as
of working and internal standards. SharePoint microsites and Group Technical Standards (GTS)
■ Specific focus on the product lifecycle, notably based on as introduced in section 3.8.2.
a cross-functional gate process and internal arbitration if
necessary. The Group’s Vision, Values (section 1.3.1) and Policies are
■ A focused hazard and effects management process that embedded in GEMS to support the correct governance of
builds on experience in order to continuously improve SBM Offshore’sorganization and business activities. These
the performance of our HSSE barriers such that the risk form the foundation processes that are consistently applied
exposure is reduced to as low as reasonably practicable. throughout all offices and fleet operations (in-country
■ An internal Incident Management Committee offices and vessels).
(connected in turn to the Risk Assurance Committee
referred to in section 3.6.1) to ensure that lessons are To align GEMS with the new ways of working brought by
effectively learned from incidents. the new ‘Integra’ ERP platform, a new version of
■ Coordinated assurance activities focusing on risk GEMS, ’GEMS Sapphire’, has been developed, which will
management, compliance, effectiveness, business come into operation in 2022.
performance.
■ Involvement of independent third-parties as certification, GEMS Sapphire’s main core processes have been
verification or classification bodies. redesigned to show where the company generates value
from its activities.
A detailed certification and classification table is provided
in section 5.5, mapping compliance with international The existing version of GEMS will remain available and be
certification standards and classification rules. maintained until the full deployment of Integra across
SBM Offshore.
Note: for complementary details on SBM Offshore’s
approach to Operational Excellence, refer also to section GEMS gives clear and formal ownership of end-to-end
2.1.4. processes and clear identification of key controls. It
provides a cohesive framework for quality and regulatory
compliance, health and safety, security of personnel and
assets, protection of the environment, as well as risk and
opportunity management throughout the product lifecycle,
ensuring the Company’s sustainability.
GEMS SAPPHIRE
EXECUTIVE PROCESSES
MANAGE GROUP STRATEGY MANAGE ENTERPRISE RISK
CORE PROCESSES
TENDER TO CASH
SERVICE TO CASH
PROCURE TO PAY
FORECAST TO CONTROL
RECORD TO REPORT
INVEST TO DIVEST
HIRE TO RELEASE
3.8.2 GROUP TECHNICAL STANDARDS To support this approach, the Company has over the years
(GTS) established its own Group Technical Standards (GTS) by
integrating key elements of its accumulated project
A key driver for the cost of new projects is the technical execution and fleet operational experience. The GTS
standards to be applied in addition to the local regulatory consist of a set of minimum technical requirements
requirements. Typically, these standards fall into three applicable to Company products provided to customers on
categories – customer standards, contractor standards or a a Lease & Operate basis. They ensure a consistent design
hybrid set of customized standards. In the current climate approach, optimized from a lifecycle cost perspective and
of severe cost pressure, there is a logical push in the integrating Company’s policies and standards with respect
industry towards wider acceptance of contractor standards. to personnel safety, environmental protection and asset
By leveraging its expertise – notably through its Fast4Ward® integrity. Additionally, all GTS documents are formally
program – SBM Offshore can minimize project reviewed and approved by Classification Societies acting as
customization and efficiently deliver more standard independent third parties.
products, with significant cost and schedule savings.
POLICIES/
CHARTERS
PROCESSES
BUSINESS BUSINESS ORGANIZATIONAL SWIM *
ON A PAGE PROCESS PROCESS LANE
General
The Company’s primary business segments are ’Lease and Operate’ and ’Turnkey’. Additionally, the Company discloses
separately non-allocated corporate income and expense items presented in the category ’Other’. Revenue and EBITDA are
analyzed by segment, but it should be recognized that business activities are closely related.
During recent years the Company’s awarded lease contracts were systematically classified under IFRS as finance leases for
accounting purposes, whereby the fair value of the leased asset is recorded as a Turnkey ‘sale’ during construction. For the
Turnkey segment, this accounting treatment results in the acceleration of recognition of lease revenues and profits into the
construction phase of the asset, whereas the asset generates the cash mainly only after construction and commissioning
activities have been completed, as that is the moment the Company is entitled to start receiving the lease payments. In the
case of an operating lease, lease revenues and profits are recognized during the lease period, in effect more closely tracking
cash receipts. Following the implementation of accounting standards IFRS 10 and 11 starting January 1, 2014, it has also
become challenging to extract the Company’s proportionate share of results. To address these accounting issues, the
Company discloses Directional reporting in addition to its IFRS reporting. Directional reporting treats all lease contracts as
operating leases and consolidates all co-owned investees related to lease contracts on a percentage of ownership basis.
Under Directional, the accounting results more closely track cash flow generation and this is the basis used by the
Management Board of the Company to monitor performance and for business planning. Reference is made to 4.3.2
Operating Segments and Directional Reporting for further detail on the main principles of Directional reporting.
As the Management Board, as chief operating decision maker, monitors the operating results of its operating segments
primarily based on Directional reporting, the financial information in this section 4.1 Financial Review is presented both
under Directional and IFRS while the financial information presented in note 4.3.2 Operating Segments and Directional
Reporting is presented under Directional with a reconciliation to IFRS. For clarity, the remainder of the financial statements
are presented solely under IFRS, except where expressly stated otherwise.
Directional
in US$ billion FY 2021 FY 2020
Backlog 29.5 21.6
For reference, the difference between Directional profit attributable to shareholders and Underlying Directional profit
attributable to shareholders was due to the following non-recurring items in 2020:
■ A full impairment of US$(57) million of the SBM Installer installation vessel;
■ Other impairments of US$(29) million (individually not significant) relating to: (i) partial impairment of two units and (ii)
BACKLOG − DIRECTIONAL
Change in ownership scenarios and lease contract duration have the potential to significantly impact the Company’s future
cash flows, net debt balance as well as the profit and loss statement. The Company therefore provides a pro-forma
Directional backlog based on the best available information regarding ownership scenarios and lease contract duration for
the various projects.
The pro-forma Directional backlog at the end of 2021 reflects the following key assumptions:
■ The Liza Destiny (FPSO) contract covers the basic contractual term of 10 years of lease and operate.
■ The Liza Unity (FPSO) contract covers a maximum period of two years of lease and operate within which the unit will be
purchased by the client. The impact of the sale of Liza Unity (FPSO) is reflected in the Turnkey backlog at the end of the
maximum two year period.
The pro-forma Directional backlog at the end of December 2021 increased by almost US$7.9 billion to a total of US$29.5
billion. This increase was mainly the result of (i) the awarded contracts for the FPSO Almirante Tamandaré project and the
FPSO Alexandre de Gusmão project and (ii) the awarded initial scope to begin FEED activities and secure a Fast4Ward® hull
for the FPSO for the Yellowtail development project less turnover for the period consumed of US$2.2 billion.
29.5
21.6
2021 2020
PROFITABILITY − DIRECTIONAL
Preliminary remark
It should be noted that the ongoing EPC works on FPSO Almirante Tamandaré, FPSO Alexandre de Gusmão, Liza Unity
(FPSO), Prosperity (FPSO) and the FPSO for the Yellowtail development project did not contribute to Directional net income
over the period. This is because the contracts were 100% owned by the Company as of December 31, 2021 and are classified
as operating leases as per Directional accounting principles.
As far as Liza Unity (FPSO), Prosperity (FPSO) and the FPSO for the Yellowtail development project are concerned, the
Company has determined that it is optimal from an operational and financial perspective to retain full ownership as opposed
to partnering on these projects. Therefore, under the Company’s Directional accounting policy, the revenue recognition on
these three FPSO projects is as follows:
■ The Company does not recognize any revenue and margin during the Turnkey phase of the project unless defined
invoicing (if any) to the client occurred during the construction phase to cover specific construction work and/or services
performed before the commencement of the lease. These upfront payments are recognized as revenues and the costs
associated with the related construction work and/or services are recognized as cost of sales with no margin during
construction.
■ The Company will book all revenue and margin associated with the lease and operate contracts related to its 100% share
option by the client, the Company will book all revenue and margin associated with the transfer in the Turnkey segment.
With respect to FPSO Almirante Tamandaré, the partial divestment to partners (45%) was concluded on 25 January 2022. For
FPSO Alexandre de Gusmão, a similar transaction (involvind a divestment of 45%) is expected to materialize in the course of
2022. Therefore, under the Company’s Directional accounting policy, the revenue recognition on these two FPSO projects is
as follows:
■ Until the partial divestment dates, the Company does not recognize any revenue and margin unless defined invoicing (if
any) to the client occurred during the construction phase to cover specific construction work and/or services performed
before the commencement of the lease. These upfront payments are recognized as revenues and the costs associated
with the related construction work and/or services are recognized as cost of sales with no margin.
■ Upon partial divestments to partners, the Company will book revenue and (once the gate progress of completion is
reached) margin associated with the EPC works to the extent of the portion of the sale to partners in the special purpose
entity (e.g. 45% of EPC works).
Therefore, the contribution of these five FPSO projects to the Directional profit and loss will largely materialize in the coming
years, in line with the operating cash flows.
Revenue
Total Directional revenue decreased by 5% to US$2,242 million compared with US$2,368 million in 2020, with the decrease
primarily attributable to the Lease and Operate segment. Adjusted for the non-recurring item of US$75 million (refer to
paragraph 'Underlying Performance'), Underlying Directional revenue increased to US$2,317 million compared with US$2,291
million for the same period in 2020.
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This variance of the Underlying Directional revenue is further detailed by segment as follows:
Underlying Directional Lease and Operate revenue was US$1,584 million, a slight decrease versus US$1,622 million in the
prior period. This reflects the stability of the Fleet over the period. The slight decrease is mainly explained by Deep Panuke
MOPU decommissioning activities which contributed to the 2020 revenue only. It is worth mentioning that the Deep Panuke
MOPU lease revenue is almost stable considering that the Underlying Directional Revenue has been adjusted for the lease
payments received in 2021 under the final settlement signed with the client following the early redelivery in 2020. Lease and
Operate revenue in 2021 represents 68% of total underlying Directional revenue contribution in 2021, down from a 71%
contribution in 2020.
Underlying Directional Turnkey revenue increased to US$733 million, representing 32% of total underlying 2021 revenue. This
compares with US$669 million, or 28% of total revenue, in 2020. This increase is mostly attributable to the general ramp-up of
Turnkey activities with five FPSOs under construction in 2021, the awarded limited scope for the FPSO for the Yellowtail
development project and the higher contribution from the renewable and offshore services product lines. The revenue
increase from this general ramp-up more than offsets the year-on-year decrease resulting from the Johan Castberg Turret
Mooring System EPC project delivery in 2020.
EBITDA
Directional EBITDA amounted to US$849 million, representing a 17% decrease compared with US$1,021 million in 2020.
Adjusted for the non-recurring items (see paragraph 'Underlying Performance' in the same section), Underlying Directional
EBITDA amounted to US$931 million in 2021, almost stable compared with US$944 million in 2020.
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in the current year period. This decrease is mainly explained by (i) the net incremental costs from the implementation of
additional safety measures linked to COVID-19, (ii) repair costs incurred in 2021 on damaged mooring lines on one unit
(for which compensation from insurance is not yet secured) and (iii) higher maintenance and repair activities, including
maintenance campaigns postponed to 2021 due to the COVID-19 new pandemic context in 2020. The 2020 EBITDA also
benefited from the contribution of the Deep Panuke MOPU decommissioning activities. As a result, full year 2021
Underlying Directional Lease & Operate EBITDA margin decreased to 62% (64% in 2020).
■ Underlying Directional Turnkey EBITDA increased from US$(9) million in the year-ago period to US$19 million in the
current year. The reduced level of EPC activity in the Turret and Mooring product line, following the Johan Castberg Turret
Mooring System project delivery was nearly offset by the general ramp up of other Turnkey activities (including higher
contribution from Offshore Services). In addition, the Turnkey EBITDA benefits from positive project and risk close out in
2021, while it was impacted by US$(40) million of restructuring costs in 2020. The Underlying Directional Turnkey EBITDA
margin, expressed as a percentage of Turnkey revenue, therefore increased to 3%, compared with -1% the year-ago
period.
■ The other non-allocated costs charged to EBITDA are almost stable moving from US$(78) million in the year ago period to
US$(76) million in the current year. These costs include continuing investment in the Company’s digital initiatives in line
with the prior periods.
Net income
Net Income Directional (in millions of US$)
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Underlying Directional depreciation, amortization and impairment decreased by US$42 million year-on-year. This primarily
resulted from a lower depreciation on FPSO Espirito Santo, following the five years' extension of the lease and operate
contracts of this unit signed in 2020, and a net release of impairment on financial assets due to the Company's clients credit
ratings improvement compared with 2020.
Directional net financing costs totaled US$(171) million in 2021 and are almost stable compared with US$(175) million in the
year-ago period.
The Underlying Directional effective tax rate increased to 36% versus 25% in the year-ago period mainly explained by higher
taxes paid in relation to the Brazilian and Guyanese fleets.
As a result, the Company recorded an Underlying Directional net profit of US$126 million, or US$0.69 per share, a 1% and 4%
increase respectively when compared with US$125 million, or US$0.66 per share, in the year-ago period.
Shareholders’ equity decreased by US$254 million from US$858 million at year-end 2020 to US$604 million at year-end 2021,
mostly due to the following items:
■ Completion of the EUR150 million (US$178 million) share repurchase program executed between August 5, 2021 and
The movement in hedging reserve is mainly caused by the increase of the marked-to-market value of the interest rate swaps
due to increasing market interest rates during the year. This was partially offset by the decreased marked-to-market value of
forward currency contracts, mainly driven by the appreciation of the US$ exchange rate versus the hedged currencies
(especially EUR).
It should be noted that under Directional policy, the contribution to profit and equity of the substantial FPSOs program
under construction will largely materialize in the coming years, subject to project execution performance, in line with the
generation of associated operating cash flows.
Almost half of the Company’s debt as of December 31, 2021 consisted of non-recourse project financing (US$2.9billion) in
special purpose investees. The remainder (US$3.5 billion) comprised of (i) borrowings to support the on-going construction
of five FPSOs which will become non-recourse following project execution finalization and release of the Parent Company
Guarantee and (ii) the loan related to the DSCV SBM Installer. The Company’s Revolving Credit Facility (RCF) was undrawn at
year-end and the net cash balance stood at US$1,059 million (December 31, 2020: US$383 million). The year-end cash
balance includes significant residual proceeds from the aggregate US$1,255 million bridge loans for the FPSOs Almirante
Tamandaré and Alexandre de Gusmão which were both fully drawn in 2021. Lease liabilities totaled US$57 million (December
31, 2020: US$71 million).
Total assets increased to US$9.7 billion as of December 31, 2021, compared with US$7.9 billion at year-end 2020. This
resulted from the substantial investments in property, plant and equipment (mainly Liza Unity (FPSO), Prosperity (FPSO),
FPSO Sepetiba, FPSO Almirante Tamandaré, FPSO Alexandre de Gusmão and awarded limited scope for the FPSO for the
Yellowtail development project) and the increase in the net cash balance following the full drawdown of the bridge loan
facilities for FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão.
The relevant covenants (solvency ratio and interest cover ratio) applicable for the Company’s RCF, undrawn as at year-end
2021, were all met at December 31, 2021. In line with previous years, the Company had no off-balance sheet financing.
The Company’s financial position has remained strong as a result of the cash flow generated by the fleet and the successful
adaptation of the Turnkey segment to a more competitive and unpredictable market.
Significant cash has been generated in 2021. The (i) strong operating cash flows, (ii) drawdowns on project financings and
bridge loans and (iii) net proceed from the issuance of the senior secure notes on FPSO Cidade de Ilhabela were partially
used to:
■ Invest in the five FPSOs under construction and the limited scope for the FPSO for the Yellowtail development project;
■ Return funds to the shareholders through dividends and the share repurchase program; and
■ Service the Company’s non-recourse debt and interest in accordance with the respective repayment schedules.
The fact that the bridge loans related to FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão were drawn in full
during the last quarter of 2021 for a total amount of US$1,255 million generated a significant excess of financing cash flow
compared with actual investments to date on these two units (approximately US$800 million as of December 31, 2021). As a
result, cash and cash equivalents increased from US$383 million at year-end 2020 to US$1,059 million at year-end 2021.
UNDERLYING PERFORMANCE
Underlying IFRS Revenue and EBITDA are adjusted for the non-recurring events during a financial period to enable
comparison of normal business activities for the current period in relation to the comparative period.
During 2021 the IFRS EBITDA and profit attributable to shareholders is impacted by US$(8) million relating to the penalty
order against the Company issued by Swiss public prosecutor in November 2021.
In addition, the 2021 Underlying IFRS Revenue and EBITDA includes US$75 million related to final cash received for the
period under the final settlement signed with the client following the redelivery of the Deep Panuke MOPU in July 2020. This
amount was excluded from the Underlying 2020 Revenue and EBITDA. Considering the associated depreciation of the
vessel, this transaction only negligibly impacted the Underlying IFRS gross margin and the profit attributable to shareholders.
For reference, the difference between profit attributable to shareholders and Underlying IFRS profit attributable to
shareholders was due to the following non-recurring items in 2020:
■ A full impairment of US$(57) million of the SBM Installer installation vessel.
■ Other impairments of US$(29) million (individually not significant) relating to: (i) partial impairment of two units and (ii)
PROFITABILITY
Preliminary remark
In contrast to Directional, the construction of Liza Unity (FPSO) and Prosperity (FPSO) contributed to both IFRS Turnkey
revenue and gross margin over the period. This is because these contracts are classified as finance leases as per IFRS 16 and
are therefore accounted for as a direct sale under IFRS.
The same treatment applied to the construction of FPSO Almirante Tamandaré, FPSO Alexandre de Gusmão and the FPSO
for the Yellowtail development project under IFRS, except that revenue recognition on these projects was limited to cost
incurred over the period as they have not yet reached the gate progress of completion allowing margin recognition under
the Company policy (this gate being formalized by an independent project review mitigating uncertainties related to the
cost at completion).
With respect to the construction of FPSO Sepetiba, it fully contributed to both IFRS Turnkey revenue and gross margin over
the period given this contract is classified as finance lease (versus a contribution to Directional Turnkey revenue and gross
margin limited to the portion of the sale to partners in the special purpose entity, i.e 35.5%).
This increase was driven by the Turnkey segment with the progress of construction activity on the FPSO projects and, to a
lower extent, the higher contribution from the renewables and offshore services product lines. This growth in revenue more
than offsets the year-on-year decrease resulting from the Johan Castberg Turret Mooring System EPC project delivery in
2020.
Underlying IFRS Lease and Operate revenue decreased by 20% to US$1,345 million compared with US$1,684
million in the year-ago period. This decrease is mainly explained by the extension of the FPSO Espirito Santo lease contract
at the end of 2020 which resulted in the classification of the extended lease arrangement as a finance lease, while the
previous arrangement was accounted as an operating lease. Due to the finance lease classification, a significant portion of
the transaction was recognized as revenue in 2020 for an amount of US$249 million, as if it was a direct sale to the client.
Over the rest of the Fleet, the underlying revenue slightly decreased due to the Deep Panuke MOPU decommissioning
activities which contributed to the 2020 revenue only.
EBITDA
Underlying EBITDA amounted to US$906 million, representing a 6% decrease compared with Underlying EBITDA of US$966
million in the year-ago period. This resulted from the decreased contribution of the Lease and Operate segment, partially
offset by the increased contribution of the Turnkey segment, both impacted by the same drivers as the changes in IFRS
revenue. The variation of Underlying EBITDA by segment also resulted from the following items:
■ On the Lease and Operate segment (i) an increase in the net incremental costs from the implementation of additional
safety measures linked to COVID-19, (ii) some repair costs incurred in 2021 on damaged mooring lines on one Unit (for
which compensation from insurance is not yet secured) and (iii) higher maintenance and repair activities, including
maintenance campaigns postponed to 2021 due to the COVID-19 new pandemic context in 2020;
■ US$(40) million of restructuring costs which impacted the Underlying 2020 Turnkey EBITDA.
Net income
2021 underlying consolidated IFRS net income attributable to shareholders stood at US$405 million, an increase of US$128
million from the previous year. The decrease in the Underlying IFRS EBITDA was more than offset by:
■ A decrease in the Underlying IFRS depreciation, amortization and impairment primarily due to (i) the requalification of the
FPSO Espirito Santo contract as finance lease following the extension of the contract late 2020 and (ii) the release of
impairment on financial assets due to lower credit and counterparty risks;
■ An increase in share of profits in associates mainly driven by the additional six years’ extension for the lease and operate
contracts of the FPSO Kikeh. As a result of the revised terms and conditions, the lease contract of FPSO Kikeh remained
classified as a finance lease under IFRS and the Company recognized a profit of US$76 million corresponding to its share
of the increase in the discounted value of future lease payments.
Total equity increased from US$3,462 million at December 31, 2020 to US$3,537 million, with the positive result over the
current year period and the equity injection from non-controlling interest in special purpose entities being partially offset by:
■ The completion of the EUR150 million (US$178 million) share repurchase program executed between April 5, 2021 and
■ A decrease of the hedging reserves (US$18 million). The movement in hedging reserve was mainly caused by the increase
of the marked-to-market value of the interest rate swaps due to declining market interest rates during the year. This was
Net debt increased by US$1,472 million to US$6,681 million at year-end 2021. While the Lease and Operate segment
continues to generate strong operating cash flow, the Company drew on project finance and bridge loan facilities to fund
the continued investment in growth.
Half of the Company’s debt as of December 31, 2021 consisted of non-recourse project financing (US$3.8 billion) in special
purpose investees. The remainder (US$3.8 billion) comprised of (i) borrowings to support the ongoing construction of five
FPSOs which will become non-recourse following project execution finalization and release of the related Parent Company
Guarantee and (ii) the loan related to the DSCV SBM Installer. The Revolving Credit Facility (RCF) was undrawn at year-end
and the net cash balance stood at US$ 1,021 million (December 31, 2020: US$414 million). The bridge loans related to FPSO
Almirante Tamandaré and FPSO Alexandre de Gusmão were drawn in full during the last quarter of 2021 for a total amount
of US$1,255 million. This generated a significant excess of financing cash flow compared with actual investments to date on
these two units (approximately US$800 million as of December 31, 2021). Lease liabilities totaled US$56 million as of
December 31, 2021.
Total assets increased to US$13.2 billion as of December 31, 2021, compared with US$11.1 billion at year-end 2020. This
primarily resulted from (i) the increase of work-in-progress related to the FPSO projects under construction, and (ii) the
increase in the net cash balance. These variations were partially offset by a reduction of the gross amount of the finance
lease receivables, in line with the repayment schedules, as well as regular depreciation of PP&E.
2021 ROACE stood at 7.6%, which is below the past three-year average of 8.5%. This is mainly explained by a significant
increase in the Capital Employed in 2021 on projects under construction which have yet to fully contribute to earnings, as
three FPSO projects under construction have not yet reached the gate progress of completion allowing margin recognition
under the Company policy.
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2021 ROAE stood at 15.8%,above the past three-year average of 11.5%. This is driven by a higher underlying profit
attributable to shareholders, mainly explained by the increase in the Turnkey activity.
The Company’s 2022 Directional revenue guidance is above US$3.1 billion, of which around US$1.6 billion is expected from
the Lease and Operate segment and above US$1.5 billion from the Turnkey segment. 2022 Directional EBITDA guidance is
around US$900 million for the Company.
This guidance considers the currently foreseen COVID-19 impacts on projects and fleet operations, including supply chain
effects. The Company highlights that the direct and indirect impact of the pandemic could continue to have a material
impact on the Company’s business and results and the realization of the guidance for 2022.
The Company is registered at the Dutch Chamber of Commerce under number 24233482 and is listed on the Euronext
Amsterdam stock exchange.
The consolidated financial statements for the year ended December 31, 2021 comprise the financial statements of
SBM Offshore N.V., its subsidiaries and interests in associates and joint ventures (together referred to as ‘the Company’).
They are presented in millions of US dollars, except when otherwise indicated. Figures may not add up due to rounding.
The consolidated financial statements were authorized for issue by the Supervisory Board on February 9, 2022.
The Company financial statements included in section 4.4 are part of the 2021 financial statements of SBM Offshore N.V.
■ Amendment to IFRS 16 Leases − ’COVID-19-Related Rent Concessions’ including 'IFRS 16 and COVID-19 beyond 30 June
2021';
■ IFRIC Interpretation of IAS 19 Employee Benefits − 'Attributing Benefit to Periods of Service'
lease liabilities), the relief has the effect that changes in the reference rate will not result in immediate gains and losses in
the income statement.
■ The hedge accounting reliefs will allow most hedge relationships that are directly affected by the reform to continue.
On the Interest rate benchmark reform, the Company is managing its IBOR transition plan. All impacted contracts and
financial instruments have been identified. As of December 31, 2021 the Company has amended all contracts referring to the
USD LIBOR 1 Week and 2 Months, outstanding book value of borrowings are disclosed in the note 24 Borrowings and Lease
Liabilities.
The adoption of the amendments did not have a material accounting impact on the financial statements for the year ended
December 31, 2021. The Company intends to use the practical expedients in future periods if they become applicable.
There will however be operational impacts affecting systems, processes and potentially risk and valuation models. To limit
those, the Company is studying best practices and feedback from banks and peers in the market who are facing the same
challenges.
This amendment had no impact on the consolidated financial statements for the year ended December 31, 2021.
The Committee concluded that the current standard provides sufficient guidance regarding the appropriate treatment. This
clarification did not have a material impact on the consolidated financial statements for the year ended December 31, 2021.
■ Amendments to IAS 16 − ’Property, Plant and Equipment - Proceeds before Intended Use’;
Other new standards and amendments have been published by the IASB but have not been endorsed yet by the European
Commission. Early adoption is not possible until European Commission endorsement. Those which may be relevant to the
Company are set out below:
■ Amendments to IAS 1 − ’Presentation of Financial Statements: Classification of Liabilities as Current or Non-current’;
■ Amendments to IAS 1 − ’Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting
policies’;
■ Amendments to IAS 8 − 'Definition of Accounting Estimates'; and
■ Amendments to IAS 12 − 'Deferred Tax related to Assets and Liabilities arising from a Single Transaction';
Regarding the IAS 12 'Deferred Tax related to Assets and Liabilities arising from a Single Transaction', the Company
determined that amendment could have possible implications related to the demobilization provisions, right-of-use assets
and related lease liabilities. During 2021, the Company performed an assessment regarding the impact of this amendment.
The Company determined that the impact on the statement of financial position and retained earnings is not material due to
the fact that currently enacted tax rates are low in the jurisdictions where the related balances are recognized.
The IAS 12 amendment is effective as of 1 January 2023 and the Company will continue to monitor the impact of the
amendment during the preceding financial periods in order to assess whether the expected impact could change due to
assumptions such as the enacted tax rates and accounting treatment per location identified.
Estimates:
Significant areas of estimation and uncertainty in applying accounting policies that have the most significant impact on
amounts recognized in the financial statements are:
The measurement and recognition of revenues on construction contracts based on the input method:
Revenue of the Company is measured and recognized based on the input method (i.e. costs incurred). Costs and revenue at
completion are reviewed periodically throughout the life of the contract. This requires a large number of estimates,
especially of the total expected costs at completion, due to the complex nature of the Company’s construction contracts.
Judgement is also required for the accounting of contract modifications and claims from clients where negotiations or
discussions are at a sufficiently advanced stage. Costs and revenue (and the resulting gross margin) at completion reflect, at
each reporting period, the Management’s current best estimate of the probable future benefits and obligations associated
with the contract. The policy for measurement of transaction price including variable considerations (i.e. claims,
performance-based incentives) is included below in the point (d) Revenue.
In case a contract meets the definition of an onerous contract as per IAS 37, provisions for anticipated losses are made in full
in the period in which they become known.
Impairments:
Assumptions and estimates used in the discounted cash flow model and the adjusted net present value model to determine
the value in use of assets or group of assets (e.g. discount rates, residual values and business plans) are subject to
uncertainty. There is a possibility that changes in circumstances or in market conditions could impact the recoverable amount
of the asset or group of assets.
The anticipated useful life of the leased facilities under an operating lease:
Management uses its experience to estimate the remaining useful life of an asset. The actual useful life of an asset may be
impacted by an unexpected event that may result in an adjustment to the carrying amount of the asset.
The Company consistently monitors each issue around uncertain income tax treatments across the group in order to ensure
that the Company applies sufficient judgement to the resolution of tax disputes that might arise from examination by
relevant tax authorities of the Company’s tax position.
Estimates and assumptions made in determining these obligations, can therefore lead to significant adjustments to the
future financial results. Nevertheless, the cost of demobilization obligations at the reporting date represent Management’s
best estimate of the present value of the future costs required.
■ Additional costs in order to satisfy the performance obligations on some of the construction contracts mainly due to
expected delay in the project delivery following lockdown periods, international travel restrictions and remote working
The impact of COVID-19 on the impairment of the tangible assets is disclosed in note 4.3.13 Property, Plant and Equipment.
Regarding the Company’s considerations for estimation of expected credit losses, refer to note 4.3.8 Net Impairment Gains/
(Losses) on Financial and Contract Assets. In relation to the impact of additional costs incurred due to COVID-19 when
satisfying the Company’s performance obligations we refer to note 4.3.3 Revenue.
Judgements:
In addition to the above estimates, the Management exercises the following judgements:
Leases in which a significant portion of the risk and rewards of ownership are retained by the lessor are classified as
operating leases. Under an operating lease, the asset is included in the statement of financial position as property, plant and
equipment. Lease income is recognized over the term of the lease on a straight-line basis. This implies the recognition of
deferred income when the contractual day rates are not constant during the initial term of the lease contract.
When assets are leased under a finance lease, the present value of the lease payments is recognized as a finance lease
receivable. Under a finance lease, the difference between the gross receivable and the present value of the receivable is
recognized as revenue during the lease phase. Lease income is, as of the commencement date of the lease contract,
recognized over the term of the lease using the net investment method, which reflects a constant periodic rate of return.
During the construction phase of the facility, the contract is accounted for as a construction contract.
The recoverable amount is the higher of an asset’s Cash Generating Unit’s (’CGU’) fair value less costs of disposal and its
value-in-use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or group of assets. An impairment loss is recognized for the amount
by which the assets or CGU’s carrying amount exceeds its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and risks specific to the asset. The Company bases its
future cash flows on detailed budgets and forecasts.
Non-financial assets, other than goodwill, that have been impaired are reviewed for possible reversal of the impairment at
each statement of financial position date.
(d) Revenue
The Company provides design, supply, installation, operation, life extension and demobilization of Floating Production,
Storage and Offloading (FPSO) vessels. The vessels are either owned and operated by SBM Offshore and leased to its clients
(Lease and Operate arrangements) or supplied on a Turnkey sale basis (construction contracts). Even in the latter case, the
vessels can be operated by the Company, under a separate operating and maintenance agreement, after transfer to the
clients.
Other products of the Company include: semi-submersibles, Tension-Leg Platforms (’TLP’), Liquefied Natural Gas FPSOs,
Turret Mooring Systems (’TMS’), LNG Regasification to Power vessels, Floating Offshore Wind (’FOW’), brownfield and
offshore (off)loading terminals. These products are mostly delivered as construction, lease or service type agreements.
Some contracts include multiple deliverables (such as Front-End Engineering Design (’FEED’), engineering, construction,
procurement, installation, maintenance, operating services, demobilization). The Company assesses the level of integration
between different deliverables and ability of the deliverable to be performed by another party. Based on this assessment the
Company concludes whether the multiple deliverables are one, or separate, performance obligation(s).
The Company determines the transaction price for its performance obligations based on contractually agreed prices. The
Company has various arrangements with its customers in terms of pricing, but in principle i) the construction contracts have
agreed fixed pricing terms, including fixed lump sums and reimbursable type of contracts, ii) the majority of the Company’s
lease arrangements have fixed lease rates and iii) the operating and service type of contracts can be based on fixed lump
sums or reimbursable type of contracts. The Lease and Operate contracts generally include a variable component for which
The Company assesses for each performance obligation whether the revenue should be recognized over time or at a point
in time, this is explained more in detail under the below sections ’Construction contracts’ and ’Lease and Operate contracts’.
The Company can agree on various payment arrangements which generally reflect the progress of delivered performance
obligations. However, if the Company‘s delivered performance obligation exceeds instalments invoiced to the client, a
‘Construction work-in-progress‘ (contract asset) is recognized (see note 4.3.20 Construction Work-In-Progress). If the
instalments invoiced to the client exceed the work performed, a contract liability is recognized (see note 4.3.26 Trade and
Other Payables).
Revenue policies related to specific arrangements with customers are described below.
Construction contracts:
The Company under its construction contracts usually provides Engineering, Procurement, Construction and Installation
(’EPCI’) of vessels. The Company assesses the contracts on an individual basis as per the policy described above. Based on
the analysis performed for existing contracts:
■ The construction contracts generally include one performance obligation due to significant integration of the activities
involved; and
■ Revenue is recognized over time as the Company has an enforceable right to payment for performance completed to
Based on these requirements, the Company concludes that, in principle, construction contracts meet the criteria of revenue
to be recognized over time. Revenue is recognized at each period based upon the advancement of the work, using the input
method. The input method is based on the ratio of costs incurred to date to total estimated costs. Up to the moment that
the Company can reasonably measure the outcome of the performance obligation, revenue is recognized to the extent of
cost incurred.
Complex projects that present a high-risk profile due to technical novelty, complexity or pricing arrangements agreed with
the client are subject to independent project reviews at advanced degrees of completion in engineering. An independent
project review is an internal but independent review of the status of a project based upon an assessment of a range of
project management and company factors. Until this point, and when other significant uncertainties related to the cost at
completion are mitigated, revenue is recognized to the extent of cost incurred.
Due to the nature of the services performed, variation orders and claims are commonly billed to clients in the normal course
of business. The variation orders and claims are modifications of contracts that are usually not distinct and are therefore
normally considered as part of the existing performance obligation. When the contract modification (including claims) is
initially approved by oral agreement or implied by customary business practice, the Company recognizes revenue only to the
extent of contract costs incurred. Once contract modifications and claims are approved, the revenue is no longer capped at
the level of costs and is recognized based on the input method.
Generally, the payments related to the construction contracts (under EPCI arrangements) are corresponding to the work
completed to date, therefore the Company does not adjust any of the transaction prices for the time value of money.
However the time value of money is assessed on a contract by contract basis and in case the period between the transfer of
the promised goods or services to the customer and payment by the customer exceeds one year, the transaction price is
adjusted for the identified and quantified financing component.
Furthermore, finance lease arrangements under which the Company delivers a unit to a client are treated as direct sales (see
also point (b) above), therefore revenue is recognized over time during the construction period as the present value of the
lease payments accruing to the lessor, discounted using a market rate of interest. In order to determine the revenue to be
recognized based on this policy, the Company determines discounting using a market rate of interest that takes into account
among others: time value of money, financing structure and risk profile of a client and project.
Charter rates
Charter rates received on long-term operating lease contracts are reported on a straight-line basis over the period of the
contract once the facility has been brought into service. The difference between straight-line revenue and the contractual
day-rates, which may not be constant throughout the charter, is accounted for as deferred income.
Revenue from finance lease contracts is, as of the commencement date of the lease contract, recognized over the term of
the lease using the amortized cost method, which reflects a constant periodic rate of return.
Operating fees
Operating fees are received by the Company for facilitating receipt, processing and storage of petroleum services on board
of the facilities which occur continuously through the term of the contract. As such, they are a series of services that are
substantially the same and that have the same pattern of transfer to the customer. Revenue is recognized over time based on
input methods by reference to the stage of completion of the service rendered either on a straight-line basis for lump sum
contracts or in line with cost incurred on reimbursable contracts.
Bonuses/penalties
On some contracts the Company is entitled to receive bonuses (incentives) and incurs penalties depending on the level of
interruption of production or processing of oil. Bonuses are recognized as revenue once it is highly probable that no
significant reversal of revenue recognized will occur, which is generally the case only once the performance bonus is earned.
Penalties are recognized as a deduction of revenue when they become probable. For estimation of bonuses and penalties
the Company applies the ‘most likely’ method, where the Company assesses which single amount is the most likely in a
range of possible outcomes.
Contract costs
The incremental costs of obtaining a contract with a customer (for example sales commissions) are recognized as an asset.
The Company uses a practical expedient that permits to expense the costs to obtain a contract as incurred when the
expected amortization period is one year or less. Costs of obtaining a contract that are not incremental are expensed as
incurred unless those costs are explicitly chargeable to the customer. Bid, proposal, and selling and marketing costs, as well
as legal costs incurred in connection with the pursuit of the contract, are not incremental, as the Company would have
incurred those costs even if it did not obtain the contract.
If the costs incurred in fulfilling a contract with a customer are not within the scope of another IFRS standard (e.g. IAS 2
Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Company recognizes an asset for the
costs incurred to fulfill a contract only if those costs meet all of the following criteria:
■ The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify (for example,
costs relating to services to be provided under renewal of an existing contract or costs of designing an asset to be
transferred under a specific contract that has not yet been approved);
■ The costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy)
An asset recognized for contract costs is amortized on a systematic basis that is consistent with the transfer to the customer
of the goods or services to which the asset relates.
■ The Turnkey segment includes revenues from Turnkey supply contracts and after-sales services, which consist mainly of
large production systems, large mooring systems, deep water export systems, fluid transfer systems, tanker loading and
discharge terminals, design services and supply of special components and proprietary designs and equipment.
No operating segments have been aggregated to form the above reportable operating segments.
The Company’s corporate overhead functions do not constitute an operating segment as defined by IFRS 8 ’Operating
segments’ and are reported under the ’Other’ section in note 4.3.2 Operating Segments and Directional Reporting.
Operating segment information is prepared and evaluated based on Directional reporting for which the main principles are
explained in note 4.3.2 Operating Segments and Directional Reporting.
The Company recognizes a contract liability (included in 'Trade and other payables') where installments are received in
advance of satisfying the performance obligation towards the customer.
For operating leases, the net present value of the future obligations is included in property, plant and equipment with a
corresponding amount included in the provision for demobilization. As the remaining duration of each lease reduces, and
the discounting effect on the provision unwinds, accrued interest is recognized as part of financial expenses and added to
the provision. The subsequent updates of the measurement of the demobilization costs are recognized both impacting the
provision and the asset.
In some cases, when the contract includes a demobilization bareboat fee that the Company invoices to the client during the
demobilization phase, a receivable is recognized at the beginning of the lease phase for the discounted value of the fee.
These receivables are subject to expected credit loss impairment which are analyzed together with the finance lease
receivable using the same methodology.
For finance leases, demobilization obligations are analyzed as a component of the sale recognized under IFRS 15. It is
determined whether the demobilization obligation should be defined as a separate performance obligation. In that case,
because the demobilization operation is performed at a later stage, the related revenue is deferred until the demobilization
operations occur. Subsequent updates of the measurement of the demobilization costs are recognized immediately through
deferred revenue, for the present value of the change.
(b) Consolidation
The Company’s consolidated financial statements include the financial statements of all controlled subsidiaries.
In determining under IFRS 10 whether the Company controls an investee, the Company assesses whether it has i) power over
the investee, ii) exposure or rights to variable returns from its involvement, and iii) the ability to use power over investees to
affect the amount of return. To determine whether the Company has power over the investee, multiple contractual elements
are analyzed, among which i) voting rights of the Company at the General Meeting, ii) voting rights of the Company at Board
level and iii) the power of the Company to appoint, reassign or remove other key management personnel.
For investees whereby such contractual elements are not conclusive because all decisions about the relevant activities are
taken on a mutual consent basis, the main deciding feature resides then in the deadlock clause existing in shareholders’
agreements. In case a deadlock situation arises at the Board of Directors of an entity, whereby the Board is unable to
conclude on a decision, the deadlock clause of the shareholders’ agreements generally stipulates whether a substantive right
is granted to the Company or to all the partners in the entity to buy its shares through a compensation mechanism that is fair
enough for the Company or one of the partners to acquire these shares. In case such a substantive right resides with the
Company, the entity will be defined under IFRS 10 as controlled by the Company. In case no such substantive right is held by
any of the shareholders through the deadlock clause, the entity will be defined as a joint arrangement.
Subsidiaries:
Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or
has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. Subsidiaries are consolidated using the full consolidation method.
All reciprocal transactions between two controlled subsidiaries, with no profit or loss impact at consolidation level, are fully
eliminated for the preparation of the consolidated financial statements.
Investments in associates:
Associates are all entities over which the Company has significant influence. Significant influence is the power to participate
in the financial and operating policy decisions of the investee, but it is not control over those policies. Investments in
associates are accounted for using the equity method.
When losses of an equity-accounted entity are greater than the value of the Company’s net investment in that entity, these
losses are not recognized unless the Company has a constructive obligation to fund the entity. The share of the negative net
equity of these is first accounted for against the loans held by the owner towards the equity-accounted company that forms
part of the net investment. Any excess is accounted for under provisions.
The financial statements of the subsidiaries, associates and joint ventures are prepared for the same reporting period as the
Company and the accounting policies are in line with those of the Company.
Finance lease receivables are non-derivative financial assets with fixed or determined payments that are not quoted in an
active market.
Loans to joint ventures and associates relate primarily to interest-bearing loans to joint ventures. These financial assets are
initially measured at fair value plus transaction costs (if any) and subsequently measured at amortized cost.
The Company classifies its financial assets at amortized cost only if both of the following criteria are met:
■ The asset is held within a business model whose objective is to collect the contractual cash flows; and
■ The contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or have been
transferred and the Company has transferred substantially all the risks and rewards of ownership.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are
capitalized into the cost of the asset in the period in which they are incurred. Otherwise, borrowing costs are recognized as
an expense in the period in which they are incurred.
Borrowings are derecognized when the Company either discharges the borrowing by paying the creditor or is legally
released from primary responsibility for the borrowing either by process of law or by the creditor.
Lease liabilities, arising from lease contracts in which the Company is the lessee, are initially measured at the net present
value of the following:
■ Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
■ The exercise price of a purchase option if the Company is reasonably certain to exercise that option; and
■ Payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option.
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the
Company’s incremental borrowing rate.
Each lease payment is allocated between the lease liability and finance cost. Finance cost is charged to the consolidated
income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the
liability for each period.
Translation of foreign currency income statements of subsidiaries (except for foreign operations in hyperinflationary
economies) into US dollars is converted at the average exchange rate prevailing during the year. Statements of financial
position are translated at the exchange rate at the closing date. Differences arising in the translation of financial statements
of foreign subsidiaries are recorded in other comprehensive income as foreign currency translation reserve. On
consolidation, exchange differences arising from the translation of the net investment in foreign entities, and borrowings of
such investments, are taken to Company equity.
Derivative financial instruments held by the Company are aimed at hedging risks associated with market risk fluctuations. The
Company uses primarily forward currency contracts and interest rate swaps to hedge foreign currency risk and interest rate
risk. Further information about the financial risk management objectives and policies is included in note 4.3.28 Financial
Instruments − Fair Values and Risk Management.
A derivative instrument (cash flow hedge) qualifies for hedge accounting when all relevant criteria are met. A cash flow
hedge aims at reducing risks incurred by variations in the value of future cash flows that may impact net income. In order for
a derivative to be eligible for hedge accounting, the following criteria must be met:
■ There is an economic relationship between the hedging instrument and the hedged item.
■ The effect of credit risk does not dominate the value changes resulting from that economic relationship.
■ The hedge ratio of the hedging relationship is the same as that used for risk management purposes.
All derivative instruments are recorded and disclosed in the statement of financial position at fair value. Purchases and sales
of derivatives are accounted for at trade date. Where a portion of a financial derivative is expected to be realized within
twelve months of the reporting date, that portion is presented as current; the remainder of the financial derivative as non-
current.
Changes in fair value of derivatives designated as cash flow hedge relationships are recognized as follows:
■ The effective portion of the gain or loss of the hedging instrument is recorded directly in other comprehensive income,
and the ineffective portion of the gain or loss on the hedging instrument is recorded in the income statement. The gain or
loss which is deferred in equity, is reclassified to the net income in the period(s) in which the specified hedged transaction
affects the income statement.
■ The changes in fair value of derivative financial instruments that do not qualify as hedging in accounting standards are
■ The severe deterioration of the credit risk of the Company and, or the derivative counterparty.
When measuring the fair value of a financial instrument, the Company uses market observable data as much as possible. Fair
values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques.
Further information about the fair value measurement of financial derivatives is included in note 4.3.28 Financial Instruments
− Fair Values and Risk Management.
(f) Provisions
Provisions are recognized if and only if the following criteria are simultaneously met:
■ The Company has an ongoing obligation (legal or constructive) as a result of a past event.
■ It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation.
■ The amount of the obligation can be reliably estimated; provisions are measured according to the risk assessment or the
Demobilization provisions relate to estimated costs for demobilization of leased facilities at the end of the respective lease
period or operating life.
Restructuring provision is recognized by the Company when it has an obligation to restructure based upon a detailed formal
plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting
to implement that plan or announcing its main features to those affected by it. The restructuring provision only includes the
direct expenditures arising from the restructuring, which are those that are both necessarily incurred by the restructuring and
not associated with the ongoing activities of the entity. In the case of an offer made to encourage voluntary redundancy, the
termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due
more than 12 months after the end of the reporting period are discounted to present value.
Other provisions include provisions like commercial claims, regulatory fines related to operations and local content penalty.
In relation to local content penalty, Brazilian oil and gas contracts typically include local content requirements. These
requirements are issued by the Agência Nacional do Petróleo, Gás Natural e Biocombustíveis (ANP) to the winning
concessionaire/consortia of auctioned Brazilian exploratory blocks or areas at the end of the bidding round, with the
intention to strengthen the domestic Brazilian market and expand local employment. The owning concessionaire/consortia
normally contractually passes such requirements on to, among other suppliers, the company delivering the FPSO. For the
Company’s Brazilian contracts, the Company assesses the execution strategy and may decide that execution of the project in
locations other than Brazil is more beneficial. Such a decision takes into account factors such as optimization of overall cost
of delivery, quality and timeliness. As a result, following the chosen execution strategy, the Company may expect to not meet
entirely the agreed local content requirements. In such circumstances, the expected penalty to be paid, as a result of not
meeting the local content requirements, is determined based on management’s best estimate and recognized as provision
during the construction period. The corresponding cost is expensed over the construction period of the asset.
Subsequent costs are included in an assets’ carrying amount or recognized as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be
measured reliably. The costs of assets include the initial estimate of costs of demobilization of the asset net of
reimbursement expected to be received by the client. Costs related to major overhaul which meet the criteria for
capitalization are included in the asset’s carrying amount. All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
When significant parts of an item of property, plant and equipment have different useful lives, those components are
accounted for as separate line items of property, plant and equipment. The depreciation charge is calculated based on
future anticipated economic benefits, e.g. based on the unit of production method or on a straight-line basis as follows:
■ New build Fast4Ward® FPSO up to 30 years (included in vessels and floating equipment);
■ Converted tankers FPSO 10-20 years (included in vessels and floating equipment);
Regarding useful lives for vessels in operation, they are usually aligned with the lease period. Useful lives and methods of
depreciation are reviewed at least annually and adjusted if appropriate.
Gains and losses arising on disposals or retirement of assets are determined by comparing any sales proceeds and the
carrying amount of the asset. These are reflected in the income statement in the period that the asset is disposed of or
retired.
Right-of-use assets related to the Company’s lease contracts in which the Company is a lessee are included in Property, plant
and equipment. Right-of-use assets and corresponding liabilities are recognized when the leased asset is available for use by
the Company. Right-of-use assets are measured at cost comprising the following:
■ The amount of the initial measurement of the lease liability;
■ Restoration costs.
The right-of-use asset is depreciated over the shorter of the asset‘s useful life and the lease term on a straight-line basis.
Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
Goodwill is allocated to cash-generating units (CGUs) for the purpose of the annual impairment testing.
Patents are recognized at historical cost and patents acquired in a business combination are recognized at fair value at the
acquisition date when intangible assets criteria are met and amortized on a straight-line basis over their useful life, generally
over 15 years.
Software is recognized at historical cost and is amortized on a straight-line basis over its useful life. The useful life of software
is generally between 3 and 5 year, dependent on the type of software.
Research costs are expensed when incurred. In compliance with IAS 38, development costs are capitalized if all of the
following criteria are met:
■ The projects are clearly defined.
■ The Company is able to reliably measure expenditures incurred by each project during its development.
■ The Company has the financial and technical resources available to achieve the project.
■ The Company can demonstrate its intention to complete, to use or to commercialize products resulting from the project.
■ The Company is able to demonstrate the existence of a market for the output of the intangible asset, or, if it is used
When capitalized, development costs are carried at cost less any accumulated amortization. Amortization begins when the
project is complete and available for use. It is amortized over the period of expected future benefit, which is generally
between 3 and 5 years.
(j) Inventories
Inventories are valued at the lower of cost and net realizable value. Cost is determined using the first-in first-out method. Net
realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and
selling expenses. Inventories comprise semi-finished, finished products and the Company’s Fast4Ward® Multi Purpose
Other receivables are recognized initially at fair value and subsequently measured at amortized cost, using the effective
interest rate method. Interest income, together with gains and losses when the receivables are derecognized or impaired, is
recognized in the income statement.
Income tax expenses comprise corporate income tax due in countries of incorporation of the Company’s main subsidiaries
and levied on actual profits. Income tax expense also includes the corporate income taxes which are levied on a deemed
profit basis and revenue basis (withholding taxes in the scope of IAS 12). This presentation adequately reflects the
Company’s global tax burden.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilized. Deferred tax is provided for on temporary differences arising on investments
in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the
Company and it is probable that the temporary difference will not reverse in the foreseeable future.
retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognized in the statement of financial position in respect of defined benefit pension plans is the present value
of the defined benefit obligation at the statement of financial position date less the fair value of the plan assets, together
with adjustments for unrecognized actuarial gains and losses and past service costs. The defined benefit obligation is
calculated periodically by independent actuaries using the projected unit credit method. The present value of the defined
benefit obligation is determined by discounting the estimated future cash outflows using interest rates on high-quality
corporate bonds that have maturity dates approximating the terms of the Company’s obligations.
The expense recognized within the EBIT comprises the current service cost and the effects of any change, reduction or
winding up of the plan. The accretion impact on actuarial debt and interest income on plan assets are recognized under the
net financing cost.
Cumulative actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognized immediately in comprehensive income.
Share-based payments: within the Company there are four types of share-based payment plans that qualify as equity settled:
■ Restricted Share Unit (RSU);
■ Ownership Shares.
The estimated total amount to be expensed over the vesting period related to share-based payments is determined by
(i) reference to the fair value of the instruments determined at the grant date, and (ii) non-market vesting conditions included
in assumptions about the number of shares that the employee will ultimately receive. Main assumptions for estimates are
revised at statement of financial position date. Total cost for the period is charged or credited to the income statement, with
a corresponding adjustment to equity.
When equity instruments vest, the Company issues new shares, unless the Company has Treasury shares in stock.
Any cancellation of matching shares will lead to an accelerated expense recognition of the total fair value, with a
corresponding adjustment to equity.
Based on the strength and resilience of its business model, as it has demonstrated in the past and since the beginning of the
pandemic, the Company has the ability to navigate through the current uncertainties.
Operational activities
The Company was able to maintain the fleet’s uptime at historical highs by minimizing the impact of COVID-19 environment
on the offshore environment. In order to achieve such results, specific measures were implemented by the Company such as:
(i) optimization of crew rotations (in order to adjust to the impact of international travel restrictions), (ii) implementation of
prescreening protocols prior to offshore embarkation, (iii) creation of local secured quarantine facilities and (iv) development
of internal Polymerase Chain Reaction (PCR) testing capability, which is now available in all operating locations. More
generally, the Company’s COVID-19 response strategy aims to prevent the occurrence of cases on board of the vessels and
in onshore locations and to minimize impact on operations if and when cases are identified.
Construction activities were impacted during 2021 for the Company's major projects. These include travel and logistical
restrictions, price inflation of materials and services, yard closures and yard and supplier capacity constraints. Project teams
have continued to work closely with client teams and contractors to mitigate the impacts on projects’ execution. The degree
to which these challenges can be mitigated going forward varies from project to project. Based on currently known
circumstances, the ultimate delivery of major projects is not considered at risk as of December 31, 2021.
On the Lease and Operate segment, the incremental costs from the implementation of additional measures linked to the
safe management of the impacts from the COVID-19 pandemic have been partially recharged to clients within the
contractual terms of reimbursable contracts
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and abnormal conditions, without incurring unacceptable losses or risking damage to the
Company’s reputation.
The Company regularly conducts various liquidity scenarios, financial stress tests and sensitivity analyses. The conclusion is
that the Company’s lease portfolio and the existing financing facilities and overall financing capacity are sufficient to ensure
that the Company will continue as a going concern in the foreseeable future and that it can sustain future growth plans.
Furthermore, under its Lease and Operate contractual arrangements with clients, the Company has considerable time under
charters to deal with disruptions from events outside the Company’s control, thus providing it with considerable financial
protection. As at December 31, 2021 the Company had a total of US$2.4 billion undrawn credit facilities and unused credit
lines, which includes US$1.0 billion under its Revolving Credit Facility.
The transaction was closed on February 11, 2021 at which date the notes were issued and settlement occurred. The notes are
rated Ba1 (Moody’s) and BB+ (Fitch) and were priced at 99.995% of par value with a 5.198% fixed coupon which is paid
semiannually. The notes are fully amortizing over the 13.5 years tenor. The notes trade on the Singapore Stock Exchange.
This is the Company’s first issuance of a 144A/Reg S bond and as such this offering further diversifies its sourcing for project
debt.
Under the contract, the Company is responsible for the engineering, procurement, construction, installation and operation of
the FPSO. The Company will design and construct the FPSO Almirante Tamandaré using its industry leading Fast4Ward®
program as it incorporates the Company’s new build, Multi-Purpose Floater (MPF) hull combined with several standardized
topsides modules. SBM Offshore’s fourth Fast4Ward® MPF hull has been allocated to this project.
The FPSO Almirante Tamandaré is expected to be deployed in 2024. The contract is classified as finance lease in accordance
with IFRS 16 at inception of the lease.
Deep Panuke
During the first quarter of 2021 the Company received notification, effective as of April 1, 2021, from the client of the Deep
Panuke project of their election, as per the final agreement signed in 2020, to pay the contractually agreed lump sum
amount replacing the initial contractual charter payments up to fourth quarter 2021. The lump-sum payment (c. US$55
million) was received in April 2021. Adding the monthly contractual payments received over the first quarter of 2021, total
final cash consideration received by the Company over the period amounted to US$75 million. These cash receipts were
already recognized as accrued income in the statement of financial position as at December 31, 2020.
The project financing was secured by a consortium of 11 international banks. The first drawdown on the project loan facility
occurred in July 2021. The financing will become non-recourse once the FPSO is completed and the pre-completion
guarantee has been released. The project loan has a tenor of two years post completion, in line with the duration of the
charter, and carries a variable interest rate plus 1.60%.
The Company will design and construct the FPSO Alexandre de Gusmão using its industry leading Fast4Ward® program as it
incorporates the Company’s new build Multi-Purpose Floater (MPF) hull combined with several standardized topsides
modules. The Company's fifth MPF hull has been allocated to this project. Completion of the FPSO is expected in 2024.
The contract is classified as finance lease in accordance with IFRS 16 at inception of the lease.
The facility is composed of four separate tranches with a 4.3% weighted average cost of debt, a fourteen-year post-
completion maturity for the ECA covered tranches and a fifteen-year post-completion maturity on the uncovered tranches.
The financing will become non-recourse once the FPSO is completed and the pre-completion guarantee has been released.
The facility has been fully drawn over the last quarter of 2021. The tenor of the bridge loan is twelve months with an
extension option for another six months. Repayment is expected to take place upon closure and first drawdown of the
project loan.
The repurchases were made under the EUR150 million (US$178 million) share repurchase program announced on and
effective from August 5, 2021. The objective of the program was to reduce share capital and, in addition, to provide shares
for regular management and employee share programs.
Award of contracts for the FPSO for the Yellowtail development project
On November 17, 2021, the Company announced that it has been awarded contracts to perform Front End Engineering and
Design (FEED) for a Floating Production, Storage and Offloading vessel (FPSO) for the Yellowtail development project. The
Following FEED and subject to government approvals in Guyana of the development plan, project sanction including final
investment decision by ExxonMobil, and EEPGL’s release of the second phase of work, the Company will construct, install
and then lease the FPSO and operate it for a period of up to 2 years. First oil is expected in 2025. The Company will design
and construct the FPSO using its industry leading Fast4Ward® program allocating the Company’s sixth new build, Multi-
Purpose Hull combined with several standardized topsides modules.
In order to strengthen its execution model given the current challenging market environment, the Company established a
Special Purpose Company (SPC) with McDermott for the execution of the turnkey phase of the project. This SPC will benefit
from the combined engineering and fabrication capacity as well as the experience of both companies in delivering EPC
solutions to the energy industry. The Company will hold 70% and McDermott will hold 30% equity ownership in this SPC. The
FPSO will be fully owned by the Company.
The contract is classified as finance lease in accordance with IFRS 16 at inception of the lease.
On this matter, the Swiss public prosecutor has issued an investigation termination order and a criminal penalty order against
the three Swiss subsidiaries, amounting to US$7.6 million.
The fact pattern and compliance shortcomings prior to 2012 that led to the Swiss penalty were also covered by the legacy
resolutions the Company concluded in the Netherlands (2014), the United States (2017), and Brazil (2018). The termination of
the investigation and penalty also closed this issue in Switzerland on a full and final basis.
Since 2012, the Company has implemented substantial measures to ensure that it operates with integrity and fully in line with
laws, regulations and with its compliance standards. These measures were also recognized by the Swiss Public Prosecutor
Office.
Under Directional segment reporting, the extended lease contract remains classified as operating lease and will follow linear
revenue recognition over the extended period of lease.
The facility was secured by the special purpose company which will own FPSO Alexandre de Gusmão. Currently,
SBM Offshore is the sole owner of this special purpose company. Discussions around the divestment of 45% of the equity
ownership to partners continue to progress.
The facility was fully drawn in December 2021. The tenor of the bridge loan is twelve months with an extension option for
another six months. Repayment is expected to take place upon closure and first drawdown of the project loan.
■ Other.
DIRECTIONAL REPORTING
Strictly for the purposes of this note, the operating segments are measured under Directional reporting, which in essence
follows IFRS, but deviates on two main points:
■ All lease contracts are classified and accounted for as if they were operating lease contracts under IFRS 16. Some lease
and operate contracts may provide for defined invoicing (‘upfront payments’) to the client occurring during the
construction phase or at first-oil (beginning of the lease phase), to cover specific construction work and/or services
performed during the construction phase. These ’upfront payments’ are recognized as revenues and the costs associated
with the construction work and/or services are recognized as ’Cost of sales’ with no margin during the construction. As a
consequence, these costs are not capitalized in the gross value of the assets under construction.
■ All investees related to Lease and Operate contracts are accounted for at the Company’s share as if they were classified as
joint operations under IFRS 11, whereby all lines of the income statement, statement of financial position and cash flow
statement are consolidated based on Company’s percentage of ownership (hereafter referred to as ’percentage of
ownership consolidation’). Yards and installation vessel related joint ventures remain equity accounted.
In 2021, all other accounting principles remain unchanged compared with applicable IFRS standards.
The above differences to the consolidated financial statements between Directional reporting and IFRS are highlighted in
the reconciliations provided in this note on revenue, gross margin, EBIT and EBITDA as required by IFRS 8 ’Operating
segments’. The Company also provides the reconciliation of the statement of financial position and cash flow statement
under IFRS and Directional reporting. The statement of financial position and the cash flow statement under Directional
reporting are evaluated regularly by the Management Board in assessing the financial position and cash generation of the
Company. The Company believes that these disclosures should enable users of its financial statements to better evaluate the
nature and financial effects of the business activities in which it engages, while facilitating the understanding of the
Directional reporting by providing a straightforward reconciliation with IFRS for all key financial metrics.
SEGMENT HIGHLIGHTS
The Lease and Operate Directional Revenue and EBITDA decreased versus the year ago period mainly driven by the Deep
Panuke MOPU early redelivery in July 2020. That unit has fully contributed to positive results of the Lease and Operate
during the year 2020, including (i) accelerated Revenue and EBITDA recognized for US$77 million following the final
settlement signed with the client and (ii) additional one-off contributions from the demobilization activities, while not
contributing to the results in 2021.
The Turnkey Directional Revenue and EBITDA increased versus the year ago period, reflecting the general ramp-up of
Turnkey activities with (i) five FPSO’s under construction, (ii) the awarded limited scope for the FPSO for the Yellowtail
development project and (iii) the increase in Offshore services business in 2021. The 2020 Turnkey EBTIDA was also impacted
by US$40 million of restructuring costs following the company decision to reorganize the allocation of activities between
centers to become more efficient.
Reported
segments under Impact of lease Impact of
Directional accounting consolidation Total Consolidated
reporting treatment methods IFRS
Revenue
Lease and Operate 1,509 (327) 88 1,270
Turnkey 733 1,786 (42) 2,477
Total revenue 2,242 1,459 46 3,747
Gross margin
Lease and Operate 477 48 35 560
Turnkey 93 289 (21) 362
Total gross margin 570 337 14 922
EBITDA
Lease and Operate 914 (320) 42 636
Turnkey 19 271 (18) 271
Other (84) - (0) (84)
Total EBITDA 849 (49) 23 823
EBIT
Lease and Operate 452 55 50 557
Turnkey (1) 282 (20) 261
Other (85) - 1 (84)
Total EBIT 366 338 30 734
Net financing costs (171) (68) (63) (301)
Share of profit of equity-accounted investees (1) - 111 110
Income tax expense (72) (1) 3 (71)
Profit/(loss) 121 268 82 472
The reconciliation from Directional reporting to IFRS comprises two main steps:
■ In the first step, those lease contracts that are classified and accounted for as finance lease contracts under IFRS are
restated from an operating lease accounting treatment to a finance lease accounting treatment.
■ In the second step, the consolidation method is changed i) from percentage of ownership consolidation to full
consolidation for those Lease and Operate related subsidiaries over which the Company has control and ii) from
percentage of ownership consolidation to the equity method for those Lease and Operate related investees that are
classified as joint ventures in accordance with IFRS 11.
■ During the lease period, under IFRS, the revenue from finance leases is limited to that portion of charter rates that is
recognized as interest using the interest effective method. Under Directional reporting, in accordance with the
operating lease treatment, the full charter rate is recognized as revenue, on a straight-line basis. This resulted in a
difference of US$(406) million in 2021.
■ A revenue of US$155 million (at 100%) was accounted under IFRS following the signature of an agreement for a six
years extension for the lease and operate contracts of the FPSO Kikeh located in Malaysia. This additional revenue
resulted from the qualification of the lease as a finance lease under IFRS and is reported as US$76 million (the
Company's ownership share) within the 'Impact of Lease accounting treatment' and entirely reclassified to the line item
'Share of profit/(loss) of equity-accounted investees’ within the 'Impact of the consolidation method' (the FPSO Kikeh
of the interest recognized using the interest effective method. On the other side, under the operating lease treatment
applied under Directional, the gross margin and the EBIT correspond to the revenue and depreciation of the
recognized PP&E, both accounted for on a straight-line basis over the lease period. This resulted in a difference of US
$(28) million in 2021.
■ As mentioned above, FPSO Kikeh had a positive impact on the IFRS Gross Margin following the extension of the lease
and operate contracts, to the same extent as for revenue. This additional Gross margin amounting US$76 million,
recognized only under IFRS, is reported within the 'Impact of lease accounting treatment' and entirely reclassified to
the line item 'Share of profit/(loss) of equity-accounted investees’ within the 'Impact of the consolidation method'.
For the Turnkey segment, the restatement from operating to finance lease accounting treatment had the following impacts
over the 2021 period:
■ Revenue and gross margin increased by US$1,786 million and US$289 million respectively, mainly due to the accounting
treatment of Liza Unity (FPSO), Prosperity (FPSO), FPSO Sepetiba, FPSO Almirante Tamandaré, FPSO Alexandre de
Gusmão and the initial limited scope for the FPSO for the Yellowtail development project as finance leases under IFRS.
Under IFRS, a finance lease is considered as if it was a sale of the asset leading to recognition of revenue during the
construction of the asset corresponding to the present value of the future lease payments. This (mostly non-cash) revenue
is recognized within the Turnkey segment.
■ The basic impact on Turnkey EBIT is largely in line with the impact on gross margin. EBITDA impact is lower than for EBIT
and gross margin due to the exclusion from EBITDA of the impact of the reassessment of residual value of finance lease
receivable leading to a reversal of impairment in 2021.
As a result, the restatement from operating to finance lease accounting treatment results in an increase of net profit of
US$268 million under IFRS when compared with Directional reporting.
the Company has control, resulting in an increase of revenue, gross margin, EBIT and EBITDA;
■ Percentage of ownership consolidation to the equity accounting method for those Lease and Operate related investees
that are classified as joint ventures in accordance with IFRS 11, resulting in a decrease of revenue, gross margin, EBIT and
EBITDA.
For the Lease and Operate segment, the impact of the changes in consolidation methods results in a net increase of
revenue, gross margin, EBIT, EBITDA and net profit under IFRS when compared with Directional reporting. This reflects the
fact that the majority of the Company’s FPSOs, that are leased under finance lease contracts, are owned by subsidiaries over
which the Company has control and which are consolidated using the full consolidation method under IFRS.
For the Turnkey segment, the impact of the changes in consolidation methods is limited, reflecting the fact that most of the
turnkey activities are performed by subsidiaries fully owned by the Company.
Reported
segments under Impact of lease Impact of
Directional accounting consolidation Total Consolidated
reporting treatment methods IFRS
Revenue
Lease and Operate 1,699 (241) 303 1,761
Turnkey 669 1,050 16 1,735
Total revenue 2,368 809 319 3,496
Gross margin
Lease and Operate 492 49 187 728
Turnkey 48 117 (5) 160
Total gross margin 539 167 183 889
EBITDA
Lease and Operate 1,108 (303) 202 1,007
Turnkey (9) 134 (11) 114
Other (78) - (0) (78)
Total EBITDA 1,021 (169) 191 1,043
EBIT
Lease and Operate 438 55 186 678
Turnkey (100) 113 (3) 10
Other (83) - 0 (83)
Total EBIT 254 168 183 605
Net financing costs (175) (31) (51) (257)
Share of profit of equity-accounted investees 1 - 15 17
Income tax expense (42) (3) 6 (38)
Profit/(loss) 39 134 154 327
Consistent with the reconciliation of the key income statement line items, the above table details:
■ The restatement from the operating lease accounting treatment to the finance lease accounting treatment for those lease
contracts that are classified and accounted for as finance lease contracts under IFRS; and
■ The change from percentage of ownership consolidation to either full consolidation or equity accounting for investees
property, plant and equipment recognized under Directional reporting (US$(6,750) million) and subsequent recognition of
(i) finance lease receivables (US$4,706 million) and (ii) construction work-in-progress (US$3,532 million) for those assets still
under construction.
■ For operating lease contracts with non-linear bareboat day rates, a deferred income provision is recognized to show linear
revenues under Directional reporting. The part of the balance (US$(308) million) is derecognized for the contracts that are
classified and accounted for as finance lease contracts under IFRS.
■ Restatement of the provisions for demobilization and associated non-current receivable assets, mainly impacting other
As a result, the restatement from operating to finance lease accounting treatment gives rise to an increase of equity of US
$1,969 million under IFRS compared with Directional reporting. This primarily reflects the earlier margin recognition on
finance lease contracts under IFRS compared to Directional reporting.
value of the future lease payments to be received) and non-recourse project debts.
■ Derecognition of the individual line items from the statement of financial positions for those entities that are equity
accounted under IFRS, rolling up in the line item ’Investment in associates and joint ventures’.
A large part of the capital expenditures (US$1,422 million) are reclassified from investing activities under Directional, to net
cash flows from operating activity under IFRS, where finance lease contracts are accounted for as construction contracts.
Furthermore, the financing costs incurred during the construction of the FPSOs, which are capitalized under Directional as
part of asset under construction (and therefore presented in investing activities) are reclassified to financing activities under
IFRS.
The impact of the change of lease accounting treatment at EBITDA level is described in further detail in the earlier
reconciliation of the Company’s income statement.
The Directional deferred income is mainly related to the revenue of those lease contracts, which include a decreasing day-
rate schedule. As revenue is recognized in the income statement on a straight-line basis with reference to IFRS 16 ‘Leases’,
the difference between the yearly straight-line revenue and the contractual day rates is included as deferred income. The
deferral will be released through the income statement over the remaining duration of the relevant lease contracts.
Directional IFRS
Lease and Reported Lease and Reported
Operate Turnkey segments Operate Turnkey segments
Brazil 858 246 1,104 983 1,067 2,049
Guyana 237 300 537 159 1,217 1,377
Angola 201 4 205 0 7 8
Equatorial Guinea 102 10 113 96 10 106
Malaysia 79 2 81 1 5 5
The United States of America 31 3 34 31 3 34
France - 37 37 - 37 37
Mozambique - 31 31 - 31 31
Nigeria - 32 32 - 32 32
Norway - 12 12 - 12 12
Gabon - 14 14 - 14 14
China - 11 11 - 11 11
Other 0 32 32 0 32 33
Total revenue 1,509 733 2,242 1,270 2,477 3,747
Directional IFRS
Lease and Reported Lease and Reported
Operate Turnkey segments Operate Turnkey segments
Brazil 834 258 1,092 1,254 759 2,014
Guyana 209 141 350 135 701 836
Canada 224 2 227 224 2 227
Angola 195 7 202 0 10 10
Norway - 114 114 - 114 114
Equatorial Guinea 97 8 105 88 8 96
Malaysia 81 9 91 1 11 12
China - 33 33 - 33 33
The United States of America 33 2 35 33 2 35
Gabon - 21 21 - 21 21
Korea - 19 19 - 19 19
Nigeria - 14 14 - 14 14
Other 25 42 67 25 42 67
Total revenue 1,699 669 2,368 1,761 1,735 3,496
Under IFRS, two customers each represent more than 10% of the consolidated revenue. Total revenue from these major
customers amounts to US$3,406 million (US$1,998 million, US$1,408 million respectively). In 2020, three customers accounted
for more than 10% of the consolidated revenue (US$2,879 million), respectively for US$1,661 million, US$867 million and
US$352 million.
4.3.3 REVENUE
The Company’s revenue mainly originates from construction contracts and lease and operate contracts. Revenue originating
from construction contracts is presented in the Turnkey segment while revenue from lease and operate contracts is
presented in the Lease and Operate segment. Around 51% of the Company’s 2021 lease and operate revenue is made of
charter rates related to lease contracts while the remaining amount originates from operating contracts. The Company
recognizes most of its revenue (i.e. more than 95%) over time.
The Company’s policy regarding revenue recognition is described in further detail in note 4.2.7 B. Critical Accounting Policies
− (d) Revenue. For the disaggregation of total revenue by country and by segment, please refer to Geographical Information
under note 4.3.2 Operating Segments and Directional Reporting .
The Company’s construction contracts can last for multiple years depending on the type of product, scope and complexity of
the project while the Company’s Lease and Operate contracts are generally multiple-year contracts. As a result, the
Company has (partially) outstanding performance obligations to its clients (unsatisfied performance obligations) at
December 31, 2021. These unsatisfied performance obligations relate to:
■ Ongoing construction contracts, including the construction of vessels under finance leases that still need to be
completed;
■ Ongoing multiple-year operating contracts. Note that for this specific disclosure on unsatisfied performance obligations,
the lease component of the Lease and Operate contracts is excluded (this component being described in further detail in
notes 4.3.13 Property, Plant and Equipment and 4.3.15 Finance Lease Receivables). As noted, some contracts include
(performance) bonuses when earned or penalties incurred under the Company’s Lease and Operate contracts. The
amount of performance-related payments for 2021 was US$101 million (2020: US$68 million).
The unsatisfied performance obligations for the committed construction contracts relate mostly to five major construction
FPSO contracts as well as the remaining work to be performed on the award of limited scope on the FPSO for the Yellowtail
development project. Revenue related to these construction contracts is expected to be recognized over the coming three
years in line with the construction progress on these projects.
The unsatisfied performance obligations for the operating contracts relate to i) the Company’s vessels leased to clients
where the Company is the operator (both operating and finance lease contracts) and ii) one operating contract for operating
services on a vessel that is owned by the client. The operating contracts end between 2022 and 2050. The Company will
recognize the unsatisfied performance obligation over this period in line with the work performed.
The Company can agree on various payment arrangements which generally reflect the progress of delivered performance
obligations. However, if the Company’s delivered performance obligation exceeds instalments invoiced to the client, a
‘Construction work-in-progress‘ (contract asset) is recognized (see note 4.3.20 Construction Work-In-Progress). If the
instalments invoiced to the client exceed the work performed, a contract liability is recognized (see note 4.3.26 Trade and
Other Payables).
As a result of various commercial discussions with clients, the Company recognized revenue amounting to US$6 million in
2021 (2020: US$28 million) originating from performance obligations satisfied in previous periods.
Lease revenue recognized for leases where the Company is the lessor, for both operating and finance leases, relates to fixed
and variable lease payments. Most of the Company’s revenue from lease contracts is based on fixed day rates. To the extent
that lease payments are dependent on an index or a rate, they are excluded from the initial recognition of the lease
payments receivable. The impact related to a change in index or a rate is recognized in the consolidated income statement
when a change occurs.
In 2021, the other operating income mainly included an insurance recovery of US$16 million related to the reimbursement in
respect of damage on one of the Brazilian units that occurred in January 2016. The other operating expense mainly included
the US$7.6 million penalty order against the Company issued by the Swiss public prosecutor in November 2021 (refer to
section 4.3.1 Financial Highlights).
The decrease in expenses compared with the prior period is mainly due to restructuring expenses recognized in 2020.
In 2021, expenses on construction contracts significantly increased as a result of the further ramp-up of the activity on
Turnkey projects since the Company has five FPSO’s under construction and FEED activities on the FPSO for the Yellowtail
development project.
Vessel operating costs have increased mainly as a result of (i) an increase in the net incremental costs from the
implementation of additional safety measures linked to COVID-19, (ii) some repair costs incurred in 2021 on damaged
mooring lines on one Unit (for which compensation from insurance is not yet secured) and (iii) higher maintenance and repair
activities, including maintenance campaigns postponed to 2021 due to the COVID-19 new pandemic context in 2020;
The significant decrease of depreciation, amortization and impairment in 2021 in comparison to 2020 mainly relates to the
previous year specific events being (i) the full depreciation of Deep Panuke MOPU due to the redelivery of the unit, (ii) the
requalification as finance lease of the FPSO Espirito Santo following lease contract extension and (iii) some impairments on
one installation vessel and two units of the Company's fleet.
Expenses related to short-term leases and leases of low value assets amounted to US$4 million in 2021 (2020: US$5 million).
The decrease in Other costs is mainly driven by the prior year impact of restructuring costs of US$46 million.
Contractors costs include expenses related to contractor staff not on the Company’s payroll. The increase in contractors’
costs compared with previous year reflects the general ramp-up of Turnkey activities and the Company’s strategy aiming to
maintain flexibility in its workforce monitoring. Other employee benefits mainly include commuting, training, expatriate and
other non-wage compensation costs.
Entities participating in the MNOPF are exposed to the actuarial risk associated with the current and former employees of
other entities through exposure to their share of the deficit those other entities default. As there is only a notional allocation
of assets and liabilities to any employer, the Company is accounting for the MNOPF in its financial statements as if it was a
defined contribution scheme. There are no contributions to the plan agreed at present.
The main assumptions used in determining employee benefit obligations for the Company’s plans are shown below:
in % 2021 2020
Discount rate 0.25-1.25 0.00-1.00
Inflation rate 2.00 1.75
Discount rate of return on plan assets during financial year 0.25 0.00
Future salary increases 1.00 - 3.00 1.00 - 3.00
Future pension increases - -
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to
the period over which the obligation is to be settled.
The performance-related part of the remuneration of the Management Board, comprising Value Creation Stake and STI
components, was 67% (2020: 68%). The Management Board’s remuneration (which is Euro denominated) decreased in 2021
The increased remuneration of other key personnel is mainly related to the addition of an additional member of the
Executive Committee, it now has 7 members (2020: 6).
The total remuneration and associated costs of the Management Board and other key management personnel (members of
the Executive Committee) is specified as follows:
Sharebased Total
in thousands of US$ Base salary STI1 compensation2 Other3 Pensions4 remuneration
Management Board Members
2021 3,109 3,486 5,818 630 840 13,883
2020 3,002 3,094 6,177 514 814 13,601
Other key personnel5
2021 2,757 836 1,637 601 368 6,198
2020 2,514 427 1,492 564 204 5,201
Total 2021 5,866 4,341 7,455 1,231 1,209 20,082
Total 2020 5,516 3,522 7,669 1,078 1,018 18,803
1 For the Management Board this represents the actual STI approved by the Supervisory Board, which has been accrued over the calendar year, payment of
which will be made in the following year.
2 This share-based compensation represents the period expense of share-based payments in accordance with IFRS 2.
3 Consisting of social charges, lease car expenses, and other allowances.
4 This represents company contributions to defined contribution pension plans; in case of absence of a qualifying pension scheme such contribution is paid
gross, withholding wage tax at source borne by the individuals.
5 The definition of 'Other key personnel' is aligned with the Executive Committee, as disclosed on the Company's website.
The table above represents the total remuneration in US dollar, being the reporting currency of the Company.
The following table represents the movements during 2021 of all unvested shares of (former) Management Board members
(the total number of vested shares held by (former) Management Board members are reported in note 4.3.23 Equity
Attributable to Shareholders). As at December 31, 2021 there are no share-based incentives outstanding:
■ Growth;
■ Sustainability Performance.
The Supervisory Board may adjust the outcome of the STI down by 10%. Any such adjustment would be reported in the
Remuneration Report. No such reduction has been made for 2021 or 2020.
For 2021 (equal to 2020), the Supervisory Board concluded that the Company’s performance indicators had outcomes
ranging from threshold to maximum. For the year 2021 a total of seven performance indicators were established (2020:
seven). The Company’s performance resulted in performance of 133% (2020: 122%) of salary for the CEO and 100% (2020:
92%) for the other Management Board members.
The number of shares granted is based upon 175% of the individual’s base salary and determined by the 4-year average
volume-weighed share price (VWAP) over the years 2017 through 2020 (2020: 2016 through 2019), being EUR14.69 (2020:
EUR14.16). The grant date fair value of these shares upon issue was EUR15.71, being the opening share price of January 3,
2021 (2020: EUR16.74).
The annual RSU award is based on individual performance. The RSU plans themselves have no performance condition, only a
service condition, and will vest at the end of three years' continuing service. The fair value is determined based on the share
price at the grant dates, with an adjustment for the present value of the expected dividends during the vesting period.
2021 2020
RSU grant date fair value per share € 11.89 € 10.41
For RSUs, a vesting probability (based on expectations on for example the number of employees leaving the Company
before the vesting date of their respective RSU plan) of 5% is assumed. The Company periodically reviews this estimate and
aligns to the actual forfeitures.
OWNERSHIP SHARES
Ownership Shares is an annual award in shares to compensate the overall STI target reduction of 3-6% of annualized gross
salary under the Company’s 2019 STI plan awarded to employees based on seniority. The Ownership Shares have no
performance conditions, only a service condition. The Ownership Shares are subject to a three-year holding requirement
after the grant date. This means that a fixed population of onshore employees, based on seniority in the Company, are
eligible to the Ownership Shares equal to 4-8% of annualized gross salary.
The total number of Ownership Shares that vested during 2021 was 90,189 shares (2020: 95,681). The fair value of the
Ownership Shares is measured at the opening share price of February 1, 2021.
2021 2020
Ownership Shares grant date fair value per share € 14.21 € 11.78
MATCHING SHARES
Under the STI plans for the management and staff of the Company, 20% of the STI is or can be paid in shares. Subject to a
vesting period of four years, an identical number of shares (matching shares) will be issued to participants, assuming a
probability of 95%. The Company periodically reviews this estimate and aligns to the actual forfeitures. The grant date fair
value is measured indirectly based on the grant date price of the equity instrument, with an adjustment for the present value
of the expected dividends during the vesting period.
The assumptions included in the calculation for the matching shares are:
2021 2020
Matching shares grant date fair value per share € 13.40 € 10.75
Rules of conduct with regard to inside information are in place to ensure compliance with the act on financial supervision. For
example these rules forbid the exercise of options or other financial instruments during certain periods, more specifically
when an employee is in possession of price-sensitive information.
The movement in the outstanding number of shares which could potentially vest at a point in time under the Company
share-based payment plans is illustrated in the following table.
2021 2020
in thousands of EUR Basic remuneration Committees Total Basic remuneration Committees Total
Total 579 77 656 659 82 741
There are no share-based incentives granted to the members of the Supervisory Board. Nor are there any loans outstanding
to the members of the Supervisory Board or guarantees given on behalf of members of the Supervisory Board.
NUMBER OF EMPLOYEES
Number of employees (by operating segment)
2021 2020
By operating segment: Average Year-end Average Year-end
Lease and Operate 1,872 1,971 1,714 1,772
Turnkey 1,898 1,999 1,790 1,796
Other 496 522 473 470
Total excluding employees working for JVs and
associates 4,265 4,492 3,976 4,038
Employees working for JVs and associates 532 527 531 536
Total 4,797 5,019 4,507 4,574
2021 2020
By geographical area: Average Year-end Average Year-end
the Netherlands 430 424 444 435
Worldwide 3,836 4,068 3,532 3,603
Total excluding employees working for JVs and
associates 4,265 4,492 3,976 4,038
Employees working for JVs and associates 532 527 531 536
Total 4,797 5,019 4,507 4,574
The figures exclude fleet personnel hired through crewing agencies as well as other agency and freelance staff for whom
expenses are included within other employee benefits. The increase in headcount is primary due to the further ramp-up of
the activity on Turnkey projects since the Company has five FPSO’s under construction and FEED activities on the FPSO for
the Yellowtail development project.
The amortization of development costs recognized in the statement of financial position is allocated to cost of sales when
the developed technology is used through one or several projects. Otherwise, it is allocated to research and development
expenses.
During the year, the following gains/(losses) related to credit risks were recognized:
2021 2020
Impairment losses
- Movement in loss allowance for trade receivables 0 (1)
- Movement in loss allowance for construction work-in-progress 3 (4)
- Movement in loss allowance for finance lease receivables 1 (1)
- Movement in loss allowance for other assets 2 (18)
(Impairment)/impairment reversal losses on other financial assets 7 -
Net impairment gains/(losses) on financial and contract assets 12 (24)
During the year 2021, the Company recognized a partial impairment reversal of a funding loan provided to an equity
accounted joint venture. The impairment reversal of US$7 million was recognized based on updated forecasted cash
available at the level of the joint venture.
The increase in net financing costs is mainly due to: (i) higher interest expenses as a result of the Company's new project
financing obtained for projects under construction, namely project financing of FPSO Sepetiba and Prosperity (FPSO), as well
as bridge loan for FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão, and (ii) refinancing of FPSO Cidade de
Ilhabela through non-recourse senior secured notes transaction. Additionally the Company incurred in 2021 one-off
additional financial expenses mostly related to FPSO Cidade de Ilhabela refinancing.
Some of the taxes are withholding taxes (paid on revenues). The assessment of whether the withholding tax is in scope of
IAS 12 is judgmental; the Company performed this assessment in the past and some of the withholding taxes that the
Company pays in certain countries qualify as income taxes as it creates an income tax credit or it is considered as deemed
profit taxation.
Consequently, income tax expense does not change proportionally with profit before income taxes. Significant decreases in
profit before income tax typically lead to a higher effective tax rate, while significant increases in profit before income taxes
can lead to a lower effective tax rate, subject to the other factors impacting income tax expense noted above. Additionally,
where a deferred tax asset is not recognized on a loss carry forward, the effective tax rate is impacted by the unrecognized
tax loss.
The Company’s operational activities are subject to taxation at rates, which range up to 35% (2020: 35%).
2021 2020
% %
Profit/(Loss) before income tax 543 366
Share of profit of equity-accounted investees 110 17
Profit/(Loss) before income tax and share of profit of equity-
accounted investees 433 349
Income tax using the domestic corporation tax rate (25% for the
Netherlands) 25% (108) 25% (87)
Tax effects of :
Different statutory taxes related to subsidiaries operating in other
jurisdictions (8%) 34 (24%) 82
Withholding taxes and taxes based on deemed profits 10% (45) 5% (18)
Non-deductible expenses 7% (30) 20% (71)
Non-taxable income (21%) 91 (25%) 87
Adjustments related to prior years (3%) 14 0% (1)
Adjustments recognized in the current year in relation to deferred
income tax of previous year 2% (11) (3%) 9
Effects of unrecognized and unused current tax losses not recognized as
deferred tax assets 4% (18) 11% (39)
Movements in uncertain tax positions (1%) 3 0% (1)
Total tax effects (9%) 38 (14%) 48
Total of tax charge on the Consolidated Income Statement 16% (71) 11% (38)
The 2021 effective tax rate of the Company was primarily impacted by the higher taxes paid in relation to Brazilian fleet,
caused by the change in the tax rules applied on charter revenues. For reference, in 2020 the corporate income tax charge
was also positively impacted by deferred tax recognition in Canada and Switzerland. Similar to last year, the effective tax was
also impacted by unrecognized deferred tax assets concerning Brazil, USA, Switzerland, Luxembourg, Monaco and the
Netherlands.
2021 2020
Withholding Tax and Overseas Taxes
(per location) Withholding tax Withholding tax
Angola - (1)
Brazil (23) (6)
Guyana (20) (9)
Other (2) (2)
Total withholding and overseas taxes (45) (18)
Each year management completes a detailed review of uncertain tax positions across the Company and makes provisions
based on the probability of the liability arising. The principal risks that arise for the Company are in respect of permanent
establishment, transfer pricing and other similar international tax issues. In common with other international groups, the
difference in alignment between the Company’s global operating model and the jurisdictional approach of tax authorities
often leads to uncertainty on tax positions.
As a result of the above, in the period, the Company recorded a net tax decrease of US$33 million in respect of ongoing
tax audits and in respect of the Company’s review of its uncertain tax positions. This decrease is primarily in relation to
uncertain tax positions other than corporate income tax. However it is possible that the ultimate resolution of the tax
exposures could result in tax charges that are materially higher or lower than the amount provided.
The Company conducts operations through its various subsidiaries in a number of countries throughout the world. Each
country has its own tax regimes with varying nominal rates, deductions and tax attributes. From time to time, the Company
may identify changes to previously evaluated tax positions that could result in adjustments to its recorded assets and
liabilities. Although the Company is unable to predict the outcome of these changes, it does not expect the effect, if any,
resulting from these adjustments to have a material effect on its consolidated statement of financial position, results of
operations or cash flows.
Basic earnings/(loss) per share amounts are calculated by dividing net profit/(loss) for the year attributable to shareholders of
the Company by the weighted average number of shares outstanding during the year.
Diluted earnings/(loss) per share amounts are calculated by dividing the net profit/loss attributable to shareholders of the
Company by the weighted average number of shares outstanding during the year plus the weighted average number of
shares that would be issued on the conversion of all the potential dilutive shares into ordinary shares.
2021 2020
Earnings attributable to shareholders (in thousands of US$) 400,297 190,641
Number of shares outstanding at January 1 (excluding treasury shares) 185,314,742 196,227,113
Average number of treasury shares transferred to employee share programs 1,247,857 914,487
Average number of shares repurchased / cancelled (2,845,444) (7,331,229)
Weighted average number of shares outstanding 183,717,155 189,810,371
Impact shares to be issued - -
Weighted average number of shares (for calculations basic earnings per share) 183,717,155 189,810,371
Potential dilutive shares from stock option scheme and other share-based payments 1,927,813 1,651,613
Weighted average number of shares (diluted) 185,644,968 191,461,984
Basic earnings per share in US$ 2.18 1.00
Fully diluted earnings per share in US$ 2.16 1.00
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and
the date of completion of these financial statements, except for the issuance of Value Creation Stake shares for the
Management Board, Ownership Shares for the Company’s senior management and the Matching Shares and RSUs that have
vested on January 1, 2022 (see note 4.3.6 Employee Benefit Expenses).
1
Total dividend amount depends on number of shares entitled to dividend as of Ex-dividend date. The amount disclosed is based on the number of shares
outstanding less the treasury shares held at December 31, 2021.
2021
Vessels and
Land and floating Other fixed Assets under
buildings equipment assets construction Total
Cost 67 2,751 93 11 2,922
Accumulated depreciation and impairment (35) (2,335) (61) (0) (2,431)
Book value at 1 January 32 416 32 11 490
Additions 0 0 4 (0) 4
Disposals 0 (23)1 0 0 (23)
Depreciation (6) (74) (11) - (91)
Impairment - (0) - 0 0
Foreign currency variations (2) (0) (2) 0 (3)
Other movements 1 (23)2 4 (6) (24)
Total movements (6) (121) (4) (6) (138)
Cost 63 1,741 83 4 1,891
Accumulated depreciation and impairment (38) (1,446) (55) - (1,540)
Book value at 31 December 25 295 28 4 351
1 Disposals mainly relate to the sale of the Gene vessel
2 Other movements mainly relate to the reclassification of the DSCV Installer as Asset Held For Sale
2020
Vessels and
Land and floating Other fixed Assets under
buildings equipment assets construction Total
Cost 57 3,299 82 22 3,460
Accumulated depreciation and impairment (28) (2,490) (52) - (2,570)
Book value at 1 January 29 809 30 22 890
Additions 4 35 10 (3) 46
Disposals - (126)1 (0) - (126)
Depreciation (5) (279) (10) - (294)
Impairment - (24) - (0) (24)
Foreign currency variations 2 - 1 0 3
Other movements 1 - 2 (8) (5)
Total movements 2 (394) 3 (11) (400)
Cost 67 2,751 93 11 2,921
Accumulated depreciation and impairment (35) (2,335) (61) (0) (2,431)
Book value at 31 December 32 416 32 11 490
1 The net disposal amount for FPSO Espirito Santo of US$126 million consists of historical cost of US$584 million less accumulated depreciation of US$458
million.
During the 2021 period, the following main events occurred regarding owned property, plant and equipment:
■ US$91 million of annual depreciation charges, following the normal depreciation schedule;
■ A decrease in net book value in Vessels and floating equipment of US$23 million due to the disposal of the Gene vessel;
■ A reclassification of US$25 million due to the recognition of DSCV SBM Installer as asset held for sale. As announced on
August 21, 2020, the Company had the intention to sell DSCV SBM Installer. Following this announcement, the Company
successfully signed a memorandum of understanding with a suitable buyer on November 12, 2021. As agreed upon with
the buyer the vessel had to undergo maintenance prior to the handover, which occurred in January 2022. The Company
sold the vessel for US$34 million (net of costs to sell) and related gain on sale of US$8 million shall be recognized in 2022.
FPSO Cidade de Anchieta) each consisting of a converted tanker, a processing plant and one mooring system. These two
FPSOs are leased to third parties under an operating lease contract;
■ One semi-submersible production platform, the Thunder Hawk (2020: one), leased to third parties under an operating
lease contract;
The depreciation charge for the semi-submersible production facility Thunder Hawk is calculated based on its future
anticipated economic benefits, resulting in a depreciation plan based on the unit of production method. All other property,
plant and equipment is depreciated on a straight-line basis.
Company-owned property, plant and equipment with a carrying amount of US$253 million (2020: US$282 million) has been
pledged as security for liabilities, mainly for external financing.
No interest has been capitalized during the financial year as part of the additions to property, plant and equipment
(2020: nil).
RIGHT-OF-USE ASSETS
As of December 31, 2021, the Company leases buildings and cars. The movement of the right-of-use assets during the year
2021 is summarized as follows:
2021
2020
Vessels and
floating
Buildings equipment Other fixed assets Total
Book value at 1 January 59 55 1 115
Additions 11 - 1 12
Depreciation (14) (4) (1) (19)
(Impairment)/impairment reversal (6) (51) - (57)
Foreign currency variations 2 - 0 2
Other movements 0 - (1) (1)
Total movements (7) (55) (1) (63)
Cost 93 20 3 116
Accumulated depreciation and impairment (41) (20) (2) (64)
Book value at 31 December 52 - 1 52
During the year 2021, the main movements regarding right-of-use assets related to US$12 million of depreciation charges.
In December 2021, the units included under leased facilities are FPSO Capixaba, FPSO Cidade de Anchieta and the semi-
sumersible production facility Thunder Hawk. The book value of the leased facilities included in the vessels and floating
equipment has decreased by US$73 million mainly due to depreciation.
The nominal values of the future expected bareboat receipts (undiscounted lease payments) in respect of the remaining
operating lease contracts are:
A number of agreements have extension options, which have not been included in the above table.
2020
The increase in Intangible Assets Under Construction mainly relates to costs capitalized relating to the design and
implementation of the migration to the new global ERP system, the capitalization of software licenses and other capital
expenditures related to the IT infrastructure upgrade project.
In 2021, the Company did not recognize any impairment related to intangible assets.
Amortization of development costs is included in ’Research and development expenses’ in the income statement in 2021 for
US$5 million (2020: US$4 million).
Amortization of software is included in ’General and administrative expenses’ in the income statement in 2021 for US$4
million (2020: US$3 million).
As of December 31, 2021, finance lease receivables relate to the finance lease of:
■ Liza Destiny (FPSO), which started production in December 2019 for a charter of 10 years;
■ FPSO Cidade de Marica, which started production in February 2016 for a charter of 20 years;
■ FPSO Cidade de Saquarema, which started production in July 2016 for a charter of 20 years;
■ FPSO Cidade de Ilhabela, which started production in November 2014 for a charter of 20 years;
■ FPSO Cidade de Paraty, which started production in June 2013 for a charter of 20 years;
■ FPSO Aseng, which started production in November 2011 for a charter of 15 years;
■ FPSO Espirito Santo, which started production in January 2009 for a charter of 15 years until December 2023, and which
The decrease in finance lease receivable is driven by the regular redemptions as per the payment plans of lease contracts.
As per the contractual terms, gross receivables should be invoiced to the lessee within the following periods:
Finance lease receivables (gross receivables invoiced to the lessee within the following periods)
The following part of the net investment in the lease is included as part of the current assets within the statement of financial
position:
Finance lease receivables (part of the net investment included as part of the current assets)
The finance lease contract of FPSO Espirito Santo includes a call option for the client to terminate the contract early without
obtaining the underlying asset. The exercise of the early termination option would have resulted in a non-significant loss for
the Company as of December 31, 2021.
The finance lease contracts of Liza Unity (FPSO), Prosperity (FPSO) (all under construction as per December 31, 2021) contain
options for the client to purchase the underlying asset or terminate the contract early. These options are exercisable at any
time starting from the delivery date of the vessel.
The decrease in the Non-current portion of other receivables mainly related to the reclassification as current other
receivables of the receivable associated with the demobilization of FPSO Capixaba expected in 2022.
The current portion of (i) other receivables and sublease receivables and (ii) loans to joint ventures and associates is included
within the ‘Trade and other receivables’ in the statement of financial position.
In relation to the exposure to credit risk at the reporting date on the carrying amount of the interest-bearing loans, non-
current portion of other receivables and sublease receivable, please refer to note 4.3.8 Net Impairment Gains/(Losses) on
Financial and Contract Assets and note 4.3.28 Financial Instruments − Fair Values and Risk Management for the risk of
recoverability (i.e. for expected credit losses). The Company does not hold any collateral as security.
The maximum exposure to credit risk at the reporting date is the carrying amount of the loans to joint ventures and
associates, taking into account the risk of recoverability. The Company does not hold any collateral as security.
2021 2020
Note Net Net
Deferred tax at 1 January 9 (1)
Deferred tax recognized in the income statement 4.3.10 (14) 10
Foreign currency variations (1) 0
Total movements (15) 10
Deferred tax at 31 December (5) 9
Expected realization and settlement of deferred tax positions is within 8 years. The current portion of the net deferred tax
position as of December 31, 2021 amounts to US$3 million. The deferred tax losses are expected to be recovered based on
the anticipated profit in the applicable jurisdiction. The Company has US$18 million (2020: US$39 million) of deferred tax
assets unrecognized in 2021 due to current tax losses not valued. The term in which these unrecognized deferred tax assets
could be settled depends on the respective tax jurisdiction and ranges from five years to an unlimited period of time.
The non-current portion of deferred tax assets amounts to US$10 million (2020: US$14 million). On a cumulative basis a total
amount of US$257 million at the end of 2021 (2020: US$216 million) corresponds to deferred tax assets basis unrecognized
on temporary differences, unused tax losses and tax credits.
In 2021, the Company fully released deferred tax positions related to the Deep Panuke MOPU which was located in Canada
(deferred tax asset of US$28 million, deferred tax liability of US$24 million) due to the final cash settlement of lease
agreement by the client (see below the table 'Deferred tax positions per location', specifically Canada).
Deferred tax in connection with unused tax losses carried forward, temporary differences and tax credits:
Expiry date on deferred tax assets unrecognized on temporary differences, unused tax losses and tax credits:
4.3.18 INVENTORIES
31 December 2021 31 December 2020
Materials and consumables 11 9
Goods for resale 3 4
Multi-purpose floaters under construction - 129
Total 14 143
Multi-purpose floaters (’MPFs’) under construction relate to the ongoing EPC phase of Fast4Ward® new-build hulls. The
Fast4Ward® hulls remain in inventory until they are allocated to a specific FPSO contract.
The decrease of the inventory balance at year-end 2021 relates to the allocation of the multi-purpose hulls to the FPSO's
awarded in 2021 namely FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão, as well as the awarded initial limited
scope for the FPSO for the Yellowtail development project. As per December 31, 2021, the Company has no unallocated
multi-purpose floater under construction.
The increase in 'Trade debtors' of US$292 million is due to the ramp-up of the Turnkey activities, especially the newly
awarded preliminary scope on the FPSO for the Yellowtail development project.
The decrease in other accrued income is mainly due to the final settlement paid by the client for Deep Panuke MOPU lease
for which an accrued income of US$77 million had been recognized as at December 31, 2020.
The increase in prepayments of US$74 million is mainly related to advance payments to yards related to the multi-purpose
floater (MPF) hulls allocated to the newly awarded FPSO Alexandre de Gusmão.
The trade debtors balance is the nominal value less an allowance for estimated impairment losses as follows:
The allowance for impairment represents the Company’s estimate of losses in respect of trade debtors. The allowance
related to credit risk for significant trade debtors is built on specific expected loss components that relate to individual
exposures. Furthermore, the Company uses historical credit loss experience as well as forward-looking information to
determine a 1% expected credit loss rate on individually insignificant trade receivable balances. The creation and release for
impaired trade debtors due to credit risk are reported in the line item ’Net impairment losses on financial and contract
assets’ of the consolidated income statement. Amounts charged to the allowance account are generally written off when
there is no expectation of recovery.
Not past due are those receivables for which either the contractual or ’normal’ payment date has not yet elapsed. Past due
are those amounts for which either the contractual or the ’normal’ payment date has passed. Amounts that are past due but
not impaired relate to a number of Company joint ventures and independent customers for whom there is no recent history
of default, or the receivable amount can be offset by amounts included in current liabilities.
For the closing balance and movements during the year of allowances on trade receivables, please refer to note 4.3.28
Financial Instruments − Fair Values and Risk Management.
Contract liabilities of US$64 million comprises the amounts of those individual contracts for which the total instalments
invoiced exceed the total revenue recognized. Contract liabilities are reclassified to other current liabilities (see note 4.3.26
Trade and Other Payables).
Regarding information about expected credit losses recognized for construction work-in-progress, refer to note 4.3.28
Financial Instruments − Fair Values and Risk Management.
In the ordinary course of business and in accordance with its hedging policies as of December 31, 2021, the Company held
multiple forward exchange contracts designated as hedges of expected future transactions for which the Company has firm
commitments or forecasts. Furthermore, the Company held several interest rate swap contracts designated as hedges of
interest rate financing exposure. The most important floating rate is the US$ 3-month LIBOR. Details of interest percentages
of the long-term debt are included in note 4.3.24 Borrowings and Lease Liabilities.
The fair value of the derivative financial instruments included in the statement of financial position is summarized as follows:
The movement in the net balance of derivative assets and liabilities of US$31 million over the period is mostly related to (i)
the significant increased marked-to-market value of interest rate swaps, which mainly arises from increasing US market
interest rates and the settlements of interest rate swaps related to the financing of FPSO Cidade de IIhabela and FPSO
Sepetiba and (ii) the decreased marked-to-market value of forward currency contracts, which is mainly driven by the
appreciation of the US$ exchange rate versus the hedged currencies (especially EUR).
No ineffective portion arising from cash flow hedges was recognized in the income statement in 2021 (2020: US$3 million
loss, refer to note 4.3.9 Net Financing Costs ). The maximum exposure to credit risk at the reporting date is the fair value of
the derivative assets in the statement of financial position.
No ineffectiveness was recognized due to the IBOR transition, refer to note 4.3.28 Financial Instruments − Fair Values and
Risk Management.
The increase of the Cash and bank balances mainly relates to the significant residual proceeds from the aggregate US$1,255
million bridge loans for the financing of the construction of FPSO Alimarante Tamandaré and FPSO Alexandre de Gusmão
which were both fully drawn before year-end 2021. This generated a significant excess of financing cash flow compared with
actual investments to date on these two units (approximately US$800 million as of December 31, 2021).
The cash and cash equivalents dedicated to debt and interest payments (and therefore restricted) amounted to US$152
million as per December 31, 2021 (2020: US$215 million). Short-term investment deposits are made for varying periods of up
to one year, usually less than three months, depending on the immediate cash requirements of the Company and earn
interest at the respective short-term deposit rates.
The cash and cash equivalents held in countries with restrictions on currency outflow (Angola, Brazil, Equatorial Guinea,
Ghana and Nigeria) amounted to US$23 million (2020: US$28 million). These restrictions do not limit the liquidity of the cash
balances.
Further disclosure about the fair value measurement is included in note 4.3.28 Financial Instruments − Fair Values and Risk
Management.
During the financial year the movements in the outstanding number of ordinary shares are as follows:
TREASURY SHARES
The Company completed its share repurchase program under authorization granted by the AGM of the Company held on
April 7, 2021. In the period between August 5, 2021 and October 11, 2021 a total number of 9,958,318 shares totaling
EUR150 million (US$178 million) were repurchased. As a result, the Company decided to cancel 8,000,000 shares in 2021.
A total number of 4,016,908 treasury shares are still reported in the outstanding ordinary shares as at December 31, 2021 and
are held predominantly for employee share programs. During 2021, a total of 1,329,813 shares were transferred to employee
share programs.
ORDINARY SHARES
In terms of ordinary shares, 1,993,978 shares were held by members of Management Board, in office as at December 31,
2021 (December 31, 2020: 1,931,952) as detailed below:
Shares subject to
conditional holding Total shares at Total shares at
requirement Other shares 31 December 2021 31 December 2020
Bruno Chabas 366,605 824,465 1,191,070 1,127,604
Philippe Barril 263,184 54,778 317,962 387,826
Erik Lagendijk 179,081 77,549 256,630 222,418
Douglas Wood 181,460 46,856 228,316 194,104
Total 990,330 1,003,648 1,993,978 1,931,952
Only one member of the Supervisory Board (Sietze Hepkema) holds shares in the Company (256,333 shares as at December
31, 2021), resulting from his previous position as member of the Management Board.
Hedging Actuarial
reserve Hedging gain/(loss) on Foreign
Forward reserve defined currency
currency Interest rate benefit translation IFRS 2 Total other
contracts swaps provisions reserve Reserves reserves
Balance at 1 January 2020 (38) (119) 3 (101) 17 (238)
Cash flow hedges
The hedging reserve consists of the effective portion of cash flow hedging instruments related to hedged transactions that
have not yet occurred, net of deferred taxes. The increased fair value of interest rate swaps mainly arises from increasing
market interest rates whereas the decreased fair value of forward currency contracts is mainly driven by the variation of the
US$ exchange rate versus the hedged currencies.
Actuarial gain/(loss) on defined benefits provisions includes the impact of the remeasurement of defined benefit provisions.
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
BORROWINGS
The movement in bank interest bearing borrowings is as follows:
2021 2020
Non-current portion 4,335 4,168
Add: current portion 1,216 580
Remaining principal at 1 January 5,551 4,749
Additions 3,941 1,379
Redemptions (1,711) (589)
Transaction and amortized costs (137) 12
Total movements 2,094 802
Remaining principal at 31 December 7,645 5,551
Less: Current portion (1,754) (1,216)
Non-current portion 5,891 4,335
The Company has no ’off-balance sheet’ financing through special purpose entities. All long-term debt is included in the
consolidated statement of financial position.
The additions of US$3,941 million relates mainly to drawdowns on (i) project finance facilities for Liza Unity (FPSO), Prosperity
(FPSO) and FPSO Sepetiba, (ii) the senior secured notes issuance on FPSO Cidade de Ilhabela, and (iii) the bridge loan
facility for FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão.
The increase in redemptions is mainly due the full repayment of the outstanding debt related to FPSO Cidade de Ilhabela of
US$535 million following the issuance of senior secured notes.
On February 11, 2021 the Company issued senior secured notes for the amount of US$850 million. The notes are traded on
the Singapore Stock Exchange and are priced at 99.995% of par value with a 5.198% coupon rate which is paid semi-annually.
The funding obtained through the issuance was partially used to settle the outstanding project loan which amounted to
US535 million at settlement date.
The borrowings, excluding the amount of transaction and amortized costs, have the following forecast repayment schedule:
The increase of the ‘Total Current portion of Borrowings and lease liabilities’ balance is mainly explained by the addition of
the bridge loan facility for FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão, partially offset by the repayment of
the FPSO Sepetiba bridge loan facility following the completion of the project financing for this project.
For the project finance facilities, the respective vessels are mortgaged to the banks or to note holders.
The Company has available borrowing facilities being the (i) undrawn revolving credit facility (RCF), (ii) the undrawn portions
of Liza Unity (FPSO), Prosperity (FPSO) and FPSO Sepetiba project facilities and (iii) short-term credit lines.
2021 2020
Expiring within one year 249 249
Expiring beyond one year 2,113 1,298
Total 2,362 1,547
The increase in undrawn facilities and unused credit lines compared with the previous year is primary driven by the undrawn
facilities on the new project facilities for FPSO Sepetiba and Prosperity (FPSO) completed over the period partially offset by
the 2021 drawdowns under the Liza Unity (FPSO) project facility.
The RCF in place as of December 31, 2021 has a maturity date of February 13, 2026, following the exercise of a one-year
extension option on February 1, 2021. The US$1 billion facility was secured with a selected group of 11 core relationship
banks, increasing to 13 banks in 2021, and has an uncommitted option to increase the RCF by an additional US$500 million.
The Company does not have any other extension option remaining.
When needed, the RCF allows the Company to finance EPC activities / working capital, bridge any long-term financing
needs, and/or finance general corporate purposes. On December 23, 2021 the RCF was amended by means of an
amendment and restatement agreement to reflect a dedicated green funding tranche. By creating this green tranche, US$50
million of the RCF may only be used to fund activities that comply with the Green Loan Principles (primarily activities related
to renewable energy projects) and the remaining US$950 million can be used in the following proportions:
■ EPC activities / working capital – 100% of the facility;
■ Refinancing project debt – 100% of the facility but limited to a period of 18 months
The pricing of the RCF is currently based on LIBOR, and it includes provisions for the replacement of LIBOR with a
compounded reference rate. The margin is adjusted in accordance with the applicable leverage ratio ranging from a
minimum level of 0.50% p.a. (0.40% for the green tranche) to a maximum of 1.50% p.a. (1.40% for the green tranche). The
margin also includes a Sustainability Adjustment Mechanism whereby the margin may increase or decrease by 0.05% based
on the absolute change in the Company performance as measured and reported by Sustainalytics2. The Company’s
Sustainability performance in 2021 allows the 0.05% margin decrease to remain applicable for 2022.
COVENANTS
The following key financial covenants apply to the RCF as agreed with the respective lenders on February 13, 2019, and
unless stated otherwise, relate to the Company’s consolidated financial statements:
■ Solvency: Consolidated IFRS Tangible Net Worth divided by Consolidated IFRS Tangible Assets must be > 25%;
■ Interest Cover Ratio: Consolidated Directional Underlying EBITDA divided by Consolidated Directional Net Interest
The Lease Backlog Cover Ratio (LBCR) is used to determine the maximum funding availability under the RCF. The
maximum funding availability is determined by calculating the net present value of the future contracted net cash after debt
service of a defined portfolio of operational offshore units in the directional backlog. The maximum theoretical amount
available under the RCF is then determined by dividing this net present value by 1.5. The actual availability under the RCF
will be the lower of this amount and the applicable Facility Amount. As at December 31, 2021 additional headroom above
the US$1 billion capacity under the RCF exceeded US$1.1 billion.
For the purpose of covenants calculations, the following simplified definitions apply:
■ IFRS Tangible Net Worth: Total equity (including non-controlling interests) of the Company in accordance with IFRS,
excluding the marked-to-market valuation of currency and interest derivatives undertaken for hedging purposes by the
Company through other comprehensive income, dividends declared, value of intangible assets and deferred taxes.
■ Consolidated IFRS Tangible Assets: The Company's total assets (excluding intangible assets) in accordance with the
IFRS consolidated statement of financial position less the marked-to-market valuation of currency and interest derivatives
undertaken for hedging purposes by the Company through other comprehensive income.
2
Sustainalytics is a provider of Environmental, Social and Governance and Corporate Governance research and ratings.
Covenants
2021 2020
None of the borrowings in the statement of financial position were in default as at the reporting date or at any time during
the period.
LEASE LIABILITIES
The lease liabilities mostly relate to the leasing of office buildings as of December 31, 2021.
2021 2020
Principal recognized at 1 January 71 173
Additions 10 12
Redemptions (20) (28)
Foreign currency variations (4) 3
Other - (87)
Total movements (15) (101)
Remaining principal at 31 December 56 71
Of which
Current portion 19 20
Non-current portion 37 51
The movements in lease liabilities over the period were mainly related to regular redemptions and foreign currency
variations. In 2020, the other movements related to the derecognition of the lease liability related to the DSCV Installer.
Maturity of the lease liabilities is analyzed in section 4.3.28 financial instruments - fair values and risk management (paragraph
dedicated to liquidity risk).
The total cash outflow for leases in 2021 was US$22 million, which includes redemptions of principal and interest payments.
Total interest for the period amounted to US$2 million.
4.3.25 PROVISIONS
The movement and type of provisions during the year 2021 are summarized as follows:
Provisions (movements)
Onerous Employee
Demobilisation contracts Warranty benefits Other Total
Balance at 1 January
2021 134 3 37 34 167 376
Arising during the year (0) (1) 23 1 30 53
Unwinding of interest 1 - - 0 - 2
Utilised (10) (3) (0) (1) (12) (26)
Released to profit (5) (3) (6) 0 (1) (15)
Other movement 0 6 (0) (9) (4) (7)
Balance at 31 December
2021 121 3 54 26 179 383
of which :
Non-current portion 78 - - 26 131 235
Current portion 43 3 54 - 49 149
Demobilization
The provision for demobilization relates to the costs for demobilization of the vessels and floating equipment at the end of
the respective operating lease periods. The obligations are valued at net present value, and a yearly basis interest is added
to this provision. The recognized interest is included in the line item ’Financial expenses’ of the consolidated income
statement (refer to note 4.3.9 Net Financing Costs).
The decrease in the provision for demobilization mainly relates to the progress in the recycling activities of Deep Panuke
MOPU unit during the year 2021.
Expected outflow within one year is US$43 million and amounts to US$53 million between one and five years, and US$25
million after five years.
Onerous contracts
The Company recognized individually immaterial onerous contract provisions for insignificant contracts with clients for a total
amount of US$6 million.
Warranty
For most Turnkey sales, the Company gives warranties to its clients. Under the terms of the contracts, the Company
undertakes to make good, by repair or replacement, defective items that become apparent within an agreed period starting
from the final acceptance by the client. The increase of the warranty provision consists of new provisions accrued on projects
under construction over the period.
Other
Other provisions mainly relate to claims, regulatory fines related to operations and local content penalty on construction
projects. The latter was the main driver of the increase in Other provisions during 2021.
The 'trade payables' and 'accruals on projects' together increased due to the higher Turnkey projects activities during 2021
following award of FPSO Almirante Tamandaré, FPSO Alexandre de Gusmão and the awarded initial limited scope for the
FPSO for the Yellowtail development project.
'Accruals regarding delivered orders' decreased in 2021 mainly due to successful finalization of discussion with the client
regarding long-term outstanding position on a delivered FPSO.
The 'Contract liability' relates mainly to one of the Company's renewable projects and other minor construction projects. The
Company recognized revenue of US$53 million during the period, which was included in the contract liability as per
December 31, 2020.
Payables related to 'Taxation and social security' concerns uncertain tax positions related mainly to various taxes other than
corporate income tax. The decrease in the balance relates mainly to (i) the release of the positions for which the statute of
limitations has been reached, and (ii) the reassessment of other positions based on the discussions with tax authority and tax
experts engaged by the Company.
'Other non-trade payables' include mostly interest payable and the short-term portion of the outstanding payments related
to the Leniency Agreement and the settlement with Brazilian Federal Prosecutor’s Office (Ministério Público Federal – ’MPF’).
The long-term portion of the outstanding payments related to these agreements is presented in the line item ’Other non-
current liabilities’ in the Company’s statement of financial position.
The line item ’Other non-current liabilities’ in the Company's statement of financial position also includes a prepayment of
US$52 million relating to the future potential participation of partners to charter contracts.
The contractual maturity of the trade payables is analyzed in the liquidity risk section in 4.3.28 Financial Instruments − Fair
Values and Risk Management.
In the past, the parent company has issued guarantees for contractual obligations in respect of several Group companies,
including equity-accounted joint ventures, with respect to long-term lease and operate contracts. The few remaining
guarantees still active as of December 31, 2021 relate to the Deep Panuke MOPU unit, Thunder Hawk semi-submersible
platform and FPSO Saxi Batuque. These have been signed prior to 2010.
The Company holds in its favor US$599 million of bank guarantees from unrelated third parties. No withdrawal under these
guarantees is expected to occur.
COMMITMENTS
As at December 31, 2021, the remaining contractual commitments for acquisition of intangible assets, property, plant and
equipment and investment in leases amounted to US$1,600 million (December 31, 2020: US$990million). Investment
commitments have increased principally due to the progress made on the construction of the Liza Unity (FPSO), Prosperity
(FPSO), FPSO Sepetiba, FPSO Alexandre de Gusmão, FPSO Almirante Tamandaré and limited scope award of the FPSO for
the Yellowtail development project.
CONTINGENT LIABILITY
Following the close out of the legacy issue in Switzerland, there are no remaining identified contingent liabilities. Refer to
section 4.3.1 Financial highlights for further information on the close out of the legacy issue in Switzerland.
■ Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is,
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not
measured at fair value if the carrying amount is a reasonable approximation of fair value.
which the book value is different than fair value in a way that permits the information to be compared with the carrying
amounts.
■ There are financial assets and financial liabilities measured at fair value, namely the interest rate swaps and forward
currency contracts which are classified at a Level 2 on the fair value hierarchy. Level 2 is based on inputs other than quoted
prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly
(that is, derived from prices). The carrying amount for these financial assets and liabilities approximates the fair value as at
December 31, 2021.
■ The Company has not disclosed the fair values for financial instruments such as short-term trade receivables and payables,
because their carrying amounts are a reasonable approximation of fair values as the impact of discounting is insignificant.
■ Classes of financial instruments that are not used are not disclosed.
■ None of the instruments of the Level 3 hierarchy are carried at fair value in the statement of financial position.
■ No financial instruments were subject to offsetting as of December 31, 2021 and December 31, 2020.
The effects of the foreign currency related hedging instruments on the Company’s financial position and performance
including related information is included in the table below:
Effect of the foreign currency and interest swaps related hedging instruments
2021 2020
Foreign currency forwards
Carrying amount (80) 77
Notional amount (2,845) (2,162)
Maturity date 2-8-2024 4-9-2021
Hedge ratio 100% 100%
Change in discounted spot value of outstanding hedging instruments since 1 January (158) 112
Change in value hedged rate for the year (including forward points) 158 (112)
Interest rate swaps
Carrying amount (144) (351)
Notional amount 5,715 5,649
Maturity date 12-4-2033 13-6-2027
Hedge ratio 92% 93%
Change in discounted spot value of outstanding hedging instruments since 1 January 207 (192)
Change in value hedged rate for the year (including forward points) (207) 192
Cash flows
The following table indicates the period in which the cash flows hedges are expected to impact profit or loss and the
carrying amounts of the related hedging instruments.
Construction work-in-
Finance lease receivable progress Trade receivables Other financial assets
2021 2020 2021 2020 2021 2020 2021 2020
Opening loss allowance as
at 1 January (1) 0 (4) (0) (3) (4) (114) (99)
Increase in loss allowance
recognized in profit or loss
during the year (0) (1) (2) (4) (4) (3) (3) (15)
Receivables written off
during the year as
uncollectible - - - - - 2 - -
Unused amount reversed 1 0 5 0 4 2 9 0
At 31 December (0) (1) (1) (4) (3) (3) (108) (114)
The Company’s principal financial instruments, other than derivatives, comprise trade debtors and creditors, bank loans and
overdrafts, cash and cash equivalents (including short-term deposits) and financial guarantees. The main purpose of these
financial instruments is to finance the Company’s operations. Trade debtors and creditors result directly from the business
operations of the Company.
Financial risk management is carried out by a central treasury department under policies approved by the Management
Board. Treasury identifies, evaluates and hedges financial risks in close co-operation with the subsidiaries and the Chief
Financial Officer (CFO) during the quarterly Asset and Liability Committee. The Management Board provides written
principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk,
interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment
of excess liquidity. It is, and has been throughout the year under review, the Company’s policy that no speculation in financial
instruments shall be undertaken. The main risks arising from the Company’s financial instruments are market risk, liquidity risk
and credit risk.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the
Company’s income or the value of its holding of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.
For foreign currency risk, the principle terms of the forward currency contract (notional and settlement date) and the future
expense or revenue (notional and expected cash flow date) are identical. The Company has established a hedge ratio of 1:1
for all its hedging relationships.
Fixed assets 57 - 84 71 - 93
Current assets 82 3 398 93 6 554
Long-term liabilities (19) - (577) (28) - (43)
Current liabilities (166) (6) (743) (174) (16) (633)
Gross balance sheet exposure (46) (3) (837) (38) (10) (29)
Estimated forecast sales 40 - - 78 - -
Estimated forecast purchases (977) (237) (2,542) (1,079) (525) (1,073)
Gross exposure (983) (240) (3,379) (1,039) (535) (1,102)
Forward exchange contracts 1,000 241 3,281 1,055 528 1,121
Net exposure 17 1 (97) 16 (8) 19
The increase of the BRL exposure results from FPSO Sepetiba, FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão
under construction in 2021.
The estimated forecast purchases relate to project expenditure and overhead expenses for up to three years. The main
currency exposures of overhead expenses and Brazilian operations are hedged at 100% for the coming year, between 66%
and 100% for the year after, and between 33% and 100% for the subsequent year depending on internal review of the foreign
exchange market conditions.
The sensitivity on equity and the income statement resulting from a change of ten percent of the US dollar’s value against
the following currencies at December 31 would have increased (decreased) profit or loss and equity by the amounts shown
below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on
the same basis as for 2020.
As set out above, by managing foreign currency risk the Company aims to reduce the impact of short-term market price
fluctuations on the Company’s earnings. Over the long-term however, permanent changes in foreign currency rates would
have an impact on consolidated earnings.
For interest rate risk, the principle terms of the interest rate swap (notional amortization, rate-set periods) and the financing
(repayment schedule, rate-set periods) are identical. The Company has established a hedge ratio of 1:1, as the hedging layer
component matches the nominal amount of the interest rate swap for all its hedging relationships.
sole reference;
■ June 30, 2023: Cessation of remaining USD LIBOR tenors.
To transition existing contracts and agreements that reference USD LIBOR to Secured Overnight Financing Rate (’SOFR’) as
the benchmark for US$ denominated derivatives and loans, adjustments for term differences and credit differences might
need to be applied to SOFR, to enable the two benchmark rates to be economically equivalent on transition.
The Company’s Treasury department is managing SBM Offshore’s IBOR transition plan with the support of the Company’s
Legal department. The greatest change will be amendments to the contractual terms of the USD LIBOR-referenced floating-
rate debt and the associated interest rate swaps and the corresponding update of the hedge designation. However, the
changed reference rate may also affect other systems, processes, risk and valuation models.
Any contract referring to USD LIBOR 1W and 2M tenors has been successfully amended by the Company prior to December
31, 2021 in order to no longer use these LIBOR settings. These amendments did not have material impact on the
consolidated financial statements.
In addition, in 2021 the Company has started hedging future debt interest rate risk with SOFR interest rate derivatives. For
the Prosperity financing (maturing beyond 30 June 2023), IBOR transition to SOFR principles have been agreed with lenders.
Relief applied
The Company has applied the following reliefs that were introduced by the amendments made to IFRS 9 Financial
Instruments in September 2019:
■ When considering the ‘highly probable’ requirement, the Company has assumed that the USD LIBOR 3M interest rate on
which the Company’s hedged debt is based does not change as a result of IBOR reform.
■ In assessing whether the hedge is expected to be highly effective on a forward-looking basis the Company has assumed
that the USD LIBOR interest rate on which the cash flows of the hedged debt and the interest rate swap that hedges it are
based is not altered by LIBOR reform.
■ The Company has not recycled the cash flow hedge reserve relating to the period after the reforms are expected to take
effect.
Assumptions made
The counterparties to the Company’s interest rate swaps are also counterparties to the floating loan they are hedging. It is
then assumed that the result of the negotiations with external banks and the implementation of SOFR will not have material
impacts on the Company’s future financial results.
2021 2020
Fixed rate instruments
Financial assets 6,233 6,573
Financial liabilities (1,058) (347)
Total 5,174 6,226
Variable rate instruments (USD LIBOR 3 Months)
Financial assets 51 46
Financial liabilities (USD LIBOR 3 Months) (6,793) (5,229)
Financial liabilities (future) (USD LIBOR 3 Months) (1,788) (1,271)
Financial liabilities (future) (SOFR) (730) -
Total (9,259) (6,454)
2021 2020
Variable rate instruments (USD LIBOR 3 Months) (8,529) (6,454)
Variable rate instruments (SOFR) (730) -
Less: Reimbursable items (USD LIBOR 3 Months) 1,746 668
Less: IRS contracts (USD LIBOR 3 Months) 4,985 5,649
Less: IRS contracts (SOFR) 730 -
Exposure (1,798) (136)
The exposure of US$1,798 million is primarily related to un-hedged current financial liabilities, namely the bridge loan
facilities for FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão secured in 2021. The interest rate exposure arising
from the bridge loans is mainly offset by the Cash and Cash Equivalent at December 31, 2021.
The sensitivity on equity and the income statement resulting from a change of 100 basis points in interest rates at the
reporting date would have increased (decreased) equity and profit or loss by the amounts shown above. This analysis
assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same
basis as for 2020.
At December 31, 2021, it is estimated that a general increase of 100 basis points in interest rates would decrease the
Company’s profit before tax for the year by approximately US$18 million (2020: decrease of US$1 million) mainly related to
As set out above, the Company aims to reduce the impact of short-term market price fluctuations on the Company’s
earnings. Over the long-term however, permanent changes in interest rates could have an impact on consolidated earnings.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Company’s other financial assets, trade and other receivables
(including committed transactions), derivative financial instruments and cash and cash equivalents.
Credit risk
2021 2020
Rating Assets Liabilities Assets Liabilities
AA 2 (33) 0 (10)
AA- 21 (95) 67 (171)
A+ 16 (142) 66 (205)
A 2 (13) 3 (24)
BBB - (1) - (1)
Non-investment grade 0 (0) - -
Derivative financial instruments 40 (283) 136 (411)
AAA 223 111 -
AA 5 10 -
AA- 187 217 -
A+ 534 53 -
A 50 3 -
A- 0 0 -
Non-investment grade 22 20 -
Cash and cash equivalents and bank overdrafts 1,020 - 414 -
The Company maintains and reviews its policy on cash investments and limits per individual counterparty are set to:
■ BBB- to BBB+ rating: US$25 million or 10% of cash available.
■ A- to A+ rating: US$75 million or 20% of cash available.
As per December 31, 2021, cash investments above AA+ rating do not exceed US$100 million per individual counterparty.
Cash held in banks rated A+ has been diversified in cash investments above AA+ rating since year-end.
Cash held in banks rated AA- is mainly linked to cash pledged to loan reimbursements to those same banks. Cash held in
banks rated below A- is mainly related to the Company’s activities in Angola and Brazil (US$16 million) and has decreased
since 2020 following cash repatriation.
For trade debtors the credit quality of each customer is assessed, taking into account its financial position, past experience
and other factors. Bank or parent company guarantees are negotiated with customers. Individual risk limits are set based on
internal or external ratings in accordance with limits set by the Management Board. At the date of the financial statements,
there are two customers that have an outstanding balance with a percentage over 10% of the total of trade and other
receivables. Reference is made to note 4.3.19 Trade and Other Receivables for information on the distribution of the
receivables by country and an analysis of the ageing of the receivables. Furthermore, limited recourse project financing
removes a significant portion of the credit risk on finance lease receivables.
For other financial assets, the credit quality of each counterpart is assessed taking into account its credit agency rating when
available or a comparable proxy.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and abnormal conditions, without incurring unacceptable losses or risking damage to the
Company’s reputation.
In 2021 the Company again conducted various liquidity scenarios, financial stress tests and sensitivity analyses. The
conclusion remained that the Company’s lease portfolio and the existing financing facilities and overall financing capacity are
sufficient to ensure that the Company will continue as a going concern in the foreseeable future and it can sustain future
growth plans. Furthermore, under its Lease and Operate contractual arrangements with clients the Company has
considerable time under charters in which to deal with disruptions from events outside the Company’s control, thus
providing it with considerable financial protection. To date, the Company has been able to manage the COVID-19 situation
without the need to use such protection.
Liquidity is monitored using rolling forecasts of the Company’s liquidity reserves based on expected cash flows. Flexibility is
secured by maintaining availability under committed credit lines.
The table below analyses the Company’s non-derivative financial liabilities, derivative financial liabilities and derivative
financial assets into relevant maturity groupings based on the remaining period at the statement of financial position date to
the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. The future
interest cash flows for borrowings and derivative financial instruments are based on the USD LIBOR/SOFR 3-month rates as
at the reporting date.
Note Less than 1 year Between 1 and 5 years Over 5 years Total
31 December 2021
Borrowings 1,017 4,648 3,156 8,821
Lease liabilities 19 34 4 56
Derivative financial liabilities 121 107 40 268
Derivative financial assets (34) (16) (50)
Trade and other payables 4.3.26 1,111 - - 1,111
Total 2,234 4,772 3,200 10,207
Note Less than 1 year Between 1 and 5 years Over 5 years Total
31 December 2020
Borrowings 1,336 3,1481 1,522 5,995
Lease liabilities 20 45 6 71
Derivative financial liabilities 133 193 111 437
Derivative financial assets (97) (33) - (130)
Trade and other payables 4.3.26 1,033 - - 1,033
Total 2,424 3,354 1,639 7,406
1 includes the Liza Unity Project finance facility as disclosed in 4.3.24 Borrowings and Lease liabilities.
As per December 31, 2021, all the debt associated with operating FPSOs is non-recourse.
The Company has limited appetite to decrease the existing debt in its structure, as this would involve breakage cost, through
winding down the hedges and it would decrease the Company’s return on equity. From time to time, it may decide to
refinance existing facilities in order to increase and/or extend the tenor of leverage subject to sufficient charter tenor and
income.
Given the non-recourse nature of a large part of its debt, the Company monitors its capital risk based on the Lease Backlog
Cover Ratio, which is also used by the bank consortium supporting the Company’s RCF. Generally, this ratio is calculated as
the present value of the projected future net charter income, after deducting the project finance debt and interest payments,
of a selected group of FPSO owning entities divided by the Company’s corporate debt level (see note 4.3.24 Borrowings and
Lease Liabilities).
The gearing ratios at December 31, 2021 and 2020 were as follows:
2021 2020
Total borrowings and lease liabilities 7,701 5,623
Less: net cash and cash equivalents 1,021 414
Net debt 6,681 5,209
Total equity 3,537 3,462
Total capital 10,217 8,670
Gearing ratio 65.4% 60.1%
Agreement goals.
■ A Bold Climate Action Scenario providing for strong commitment towards targets, as per the Paris Agreement.
Through its strategy process the Company tests the resilience of its portfolio and business model against each of these
scenarios. Refer to section 1.4.3 Climate Change Risk & Opportunity for a detailed presentation of these scenarios and the
risks associated to each of them.
Although climate related risks are key drivers of the Company strategy, budgeting exercise, capital allocation and prospects
selection, the Company did not experience any impact on the financial result of the period. The risks will however remain key
points of attention for areas such as impairment testing, estimation of remaining useful life, expected credit losses and
provisions for future periods.
Other risks
In respect of controlling political risk, the Company has a policy of thoroughly reviewing risks associated with contracts,
whether Turnkey or long-term leases. Where political risk cover is deemed necessary and available in the market, insurance is
obtained.
2021 main
Joint venture/ % of Country reporting
Entity name Partners Associate ownership registration segment Project name
Sonasing Xikomba Ltd. Sociedad Nacional de Joint 50.00 Bermuda Lease & FPSO
Combustiveis de Angola venture Operate N'Goma
Empresa Publica -Sonangol
E.P.; Angola Offshore Services
Limitada
OPS-Serviços de Sociedad Nacional de Joint 50.00 Bermuda Lease & Angola
Produção de Petróleos Combustiveis de Angola venture Operate operations
Ltd. Empresa Publica -Sonangol
E.P.
OPS-Serviços de Sociedad Nacional de Joint 50.00 Angola Lease & Angola
Produção de Petróleos Combustiveis de Angola venture Operate operations
Ltd. Branch Empresa Publica -Sonangol
E.P.
Sonasing Sanha Ltd. Sociedad Nacional de Joint 50.00 Bermuda Lease & FPSO Sanha
Combustiveis de Angola venture Operate
Empresa Publica -Sonangol
E.P.; Angola Offshore Services
Limitada
Sonasing Kuito Ltd. Sociedad Nacional de Joint 50.00 Bermuda Lease & FPSO Kuito
Combustiveis de Angola venture Operate
Empresa Publica -Sonangol
E.P.; Angola Offshore Services
Limitada
Sonasing Mondo Ltd. Sociedad Nacional de Joint 50.00 Bermuda Lease & FPSO Mondo
Combustiveis de Angola venture Operate
Empresa Publica -Sonangol
E.P.; Vernon Angolan Services
Limitada
Sonasing Saxi Batuque Sociedad Nacional de Joint 50.00 Bermuda Lease & FPSO Saxi-
Ltd. Combustiveis de Angola venture Operate Batuque
Empresa Publica -Sonangol
E.P.; Vernon Angolan Services
Limitada
OPS Production Ltd. Sociedad Nacional de Joint 50.00 Bermuda Lease & Angola
Combustiveis de Angola venture Operate operations
Empresa Publica -Sonangol
E.P.
Anchor Storage Ltd. Maersk group Joint 49.00 Bermuda Lease & Nkossa II FSO
venture Operate
Gas Management Maersk group Joint 49.00 Bahamas Lease & Nkossa II FSO
(Congo) Ltd. venture Operate
Malaysia Deepwater Malaysia International Joint 49.00 Malaysia Lease & FPSO Kikeh
Floating Terminal Shipping Corporation Behard venture Operate
(Kikeh) Ltd.
Malaysia Deepwater Malaysia International Joint 49.00 Malaysia Lease & FPSO Kikeh
Production Contractors Shipping Corporation Behard venture Operate
Sdn Bhd
Floventis Energy CIERCO LTD. Joint 50.00 United Turnkey Cierco
Limited venture Kingdom
Llŷr Floating Wind CIERCO LTD. Joint 50.00 Scotland Turnkey Cierco
Limited venture
CADEMO Corporation CIERCO LTD. Joint 50.00 United states Turnkey Cierco
venture of America
Normand Installer S.A. The Solstad group Joint 49.90 Switzerland Turnkey Normand
venture Installer
SBM Ship Yard Ltd. Sociedad Nacional de Associate 33.33 Bermuda Turnkey Angolan yard
Combustiveis de Angola
The Company has no joint operation as per definition provided by IFRS 11 ‘Joint arrangements’.
The Company’s investee signed an agreement with its client PTTEP for an additional 6 years’ extension for the lease and
operate contracts of the FPSO Kikeh located in Malaysia. The end of the contractual lease and operate period was extended
from January 2022 to January 2028. The Company is the minority owner of the lease and operating companies related to
FPSO Kikeh with 49% equity ownership, together with MISC with 51% equity ownership. As a result of the revised terms and
conditions, the contract remains classified as a Finance lease under IFRS and the Company recognized a profit of US$76
million corresponding to its share of the increase in the discounted value of future lease payment.
Purchase and termination options in finance lease contracts − Joint ventures and associates
The finance lease contracts of FPSO N’Goma, FPSO Saxi Batuque and FPSO Mondo, where the Company is the lessor,
include call options for the client to purchase the underlying asset or to terminate the contract early.
The exercise of the purchase option on FPSOs N’Goma, Saxi Batuque and Mondo as per December 31, 2021 would have
resulted in a gain for the Company or a near breakeven result. The exercise of the option to terminate the contract early, in
which case the Company retains ownership of the vessel, would result in a break-even result for FPSOs N’Goma, Saxi
Batuque and Mondo.
Non- Non-
Total current current Current Dividends
Project name Place of the business assets assets Cash Loans liabilities liabilities paid Revenue
FPSO N'Goma Angola 909 570 182 325 307 83 - 64
Angola operations Angola 127 4 14 28 28 104 - 179
FPSO Kikeh Malaysia 208 144 7 - 5 32 88 212
Angolan yard Angola 74 0 53 539 539 38 - 4
Non material joint
ventures/associates 92 75 7 168 163 8 - 1
Total at 100% 1,410 794 263 1,059 1,041 265 88 460
Non- Non-
Total current current Current Dividends
Project name Place of the business assets assets Cash Loans liabilities liabilities paid Revenue
FPSO N'Goma Angola 930 683 98 386 387 99 - 73
Angola operations Angola 118 1 2 23 18 99 - 166
FPSO Kikeh Malaysia 117 9 8 - 5 17 88 67
Brazilian yard Brazil 2 2 0 1 0 4 - -
Angolan yard Angola 72 0 47 511 511 32 - (2)
Non material joint
ventures/associates 83 68 7 169 161 9 - 10
Total at 100% 1,323 763 163 1,090 1,083 260 88 314
The bank interest-bearing loans and other borrowings held by joint ventures and associates are as follows:
2021 2020
Net result at 100% 187 (2)
2021 2020
Equity at 100% 104 (20)
Partner ownership 88 134
Share in negative net equity reclassification to loans to joint ventures
and associates 168 168
Investments in associates and joint ventures 361 282
2021 main
% of Country reporting
Entity name Partners ownership registration segment Project name
Aseng Production Company Ltd. GE Petrol 60.00 Cayman Lease & FPSO Aseng
island Operate
Gepsing Ltd. GE Petrol 60.00 Cayman Lease & FPSO Aseng /
island Operate FPSO
Serpentina
Gepsing Ltd - Equatorial Guinea GE Petrol 60.00 Equatorial Lease & FPSO Aseng /
Branch Guinea Operate FPSO
Serpentina
Brazilian Deepwater Production Malaysia International Shipping 51.00 Bermuda Lease & FPSO Espirito
Ltd. Corporation Behard Operate Santo
Brazilian Deepwater Production Malaysia International Shipping 51.00 Bermuda Lease & FPSO Espirito
Contractors Ltd. Corporation Behard Operate Santo
Brazilian Deepwater Production Malaysia International Shipping 51.00 The Lease & FPSO Espirito
B.V. Corporation Behard Netherlands Operate Santo
Operações Marítimas em Mar owned by Brazilian Deepwater 51.00 Brazil Lease & FPSO Espirito
Profundo Brasileiro Ltda Production Contractors (see Operate Santo
information above)
Alfa Lula Alto S.à.r.l. Mitsubishi Corporation; Nippon 61.00 Luxembourg Turnkey FPSO Cidade
Yusen Kabushiki Kaisha de Marica
Alfa Lula Alto Holding Ltd. Mitsubishi Corporation; Nippon 61.00 Bermuda Lease & FPSO Cidade
Yusen Kabushiki Kaisha Operate de Marica
Alfa Lula Alto Operações Mitsubishi Corporation; Nippon 61.00 Brazil Lease & FPSO Cidade
Marítimas Ltda. Yusen Kabushiki Kaisha Operate de Marica
Alfa Lula Alto S.à r.l. (Brazilian Mitsubishi Corporation; Nippon 61.00 Brazil Lease & FPSO Cidade
branche) Yusen Kabushiki Kaisha Operate de Marica
Beta Lula Central S.à.r.l. Mitsubishi Corporation; Nippon 61.00 Luxembourg Turnkey FPSO Cidade
Yusen Kabushiki Kaisha de
Saquarema
Beta Lula Central Holding Ltd. Mitsubishi Corporation; Nippon 61.00 Bermuda Lease & FPSO Cidade
Yusen Kabushiki Kaisha Operate de
Saquarema
Beta Lula Central Operações Mitsubishi Corporation; Nippon 61.00 Brazil Lease & FPSO Cidade
Marítimas Ltda. Yusen Kabushiki Kaisha Operate de
Saquarema
Beta Lula Central S.à r.l. (Brazilian Mitsubishi Corporation; Nippon 61.00 Brazil Lease & FPSO Cidade
branche) Yusen Kabushiki Kaisha Operate de
Saquarema
Tupi Nordeste S.à.r.l. Nippon Yusen Kabushiki Kaisha; 63.13 Luxembourg Lease & FPSO Cidade
Itochu Corporation Operate de Paraty
Tupi Nordeste Operações Nippon Yusen Kabushiki Kaisha; 63.13 Brazil Lease & FPSO Cidade
Marítimas Ltda. Itochu Corporation Operate de Paraty
Tupi Nordeste Holding Ltd. Nippon Yusen Kabushiki Kaisha; 63.13 Bermuda Lease & FPSO Cidade
Itochu Corporation Operate de Paraty
Tupi Nordeste S.à r.l. (Brazilian Nippon Yusen Kabushiki Kaisha; 63.13 Bermuda Lease & FPSO Cidade
branche) Itochu Corporation Operate de Paraty
2021
Non- Non-
Total current current Current Dividends
Project name Place of business assets assets Cash Loans liabilities liabilities to NCI Revenue
FPSO Aseng / FPSO
Equatorial Guinea
Serpentina 140 75 3 0 - 33 11 97
FPSO Espirito Santo Brazil 131 76 9 93 94 48 - 51
FPSO Cidade de Marica Brazil 1,603 1,435 61 907 839 176 11 200
FPSO Cidade de
Brazil
Saquarema 1,555 1,430 25 1,018 962 136 13 198
FPSO Cidade de Paraty Brazil 1,079 965 27 215 93 158 - 145
FPSO Cidade de
Brazil
Ilhabela 1,387 1,247 29 804 764 73 91 191
FPSO Sepetiba Brazil 1,644 - 24 944 1,066 267 - 484
Non material NCI 38 27 5 5 4 5 0 (0)
Total 100% 7,578 5,255 183 3,986 3,821 897 127 1,367
Non- Non-
Total current current Current Dividends
Project name Place of business assets assets Cash Loans liabilities liabilities to NCI Revenue
FPSO Aseng / FPSO
Equatorial Guinea
Serpentina 147 87 15 0 0 29 8 88
FPSO Espirito Santo Brazil 136 84 13 92 92 45 53 352
FPSO Cidade de Marica Brazil 1,630 1,483 63 1,016 987 175 3 190
FPSO Cidade de
Brazil
Saquarema 1,591 1,480 31 1,109 1,107 135 16 194
FPSO Cidade de Paraty Brazil 1,070 968 26 311 200 160 - 147
FPSO Cidade de
Brazil
Ilhabela 1,449 1,282 87 555 439 177 3 187
FPSO Sepetiba Brazil 987 - 10 600 89 736 - 755
Non material NCI 26 0 4 - - 1 0 1
Total 100% 7,036 5,384 250 3,683 2,915 1,457 83 1,914
Reference is made to note 4.3.24 Borrowings and Lease Liabilities for a description of the bank interest-bearing loans and
other borrowings per entity.
The risks associated with interests in subsidiaries, join ventures and associated are described in section 4.3.28 Financial
Instruments - Fair Values and Risk Management. The risks identified are deemed to be inherent to the operations of the
Company as a whole and includes the risk profiles of interests in other entities.
Included in the consolidated financial statements are the following items that represent the aggregate contribution of the
partially owned subsidiaries to the Company consolidated financial statements:
2021 2020
Net result 72 137
Accumulated amount of NCI 957 905
2021 2020
Equity at 100% 2,860 2,664
Company ownership (1,902) (1,758)
Accumulated amount of NCI 957 905
For relations with Supervisory Board members, Management Board members and other key personnel reference is made to
note 4.3.6 Employee Benefit Expenses.
The Company has transactions with joint ventures and associates which are recognized as follows in the Company’s
consolidated financial statements:
The Company has provided loans to joint ventures and associates such as shareholder loans and funding loans at rates
comparable to the commercial rates of interest.
During the period, the Company entered into trading transactions with joint ventures and associates on terms equivalent to
those that prevail in arm’s-length transactions.
Additional information regarding the joint ventures and associates is available in note 4.3.30 Investment in Associates and
Joint Ventures.
In both 2021 and 2020, the other assurance services were mainly related to the review of the Company sustainability report.
3
Total dividend amount depends on number of shares entitled to dividend as of Ex-dividend date. The amount disclosed is based on the number of shares
outstanding less the treasury shares held at December 31, 2021.
4.4.3 GENERAL
The Company financial statements are part of the 2021 financial statements of SBM Offshore N.V. Reference is made to
section 4.2.6 General Information for additional details on the Company.
SBM Offshore N.V. costs mainly comprise of management activities and cost of the headquarters office at Schiphol of which
part is recharged to Group companies.
PRINCIPLES FOR THE MEASUREMENT OF ASSETS AND LIABILITIES AND THE DETERMINATION OF THE
RESULT
The stand-alone financial statements were prepared in accordance with the statutory provisions of Part 9, Book 2 of the
Dutch Civil Code and the firm pronouncements of the ‘Raad voor de Jaarverslaggeving’. SBM Offshore N.V. uses the option
provided in section 2:362 (8) of the Dutch Civil Code in that the principles for the recognition and measurement of assets and
liabilities and determination of result (hereinafter referred to as principles for recognition and measurement) of the separate
financial statements of SBM Offshore N.V. are the same as those applied for the consolidated financial statements. These
principles also include the classification and presentation of financial instruments, being equity instruments or financial
liabilities. The consolidated financial statements are prepared according to the standards set by the International Accounting
Standards Board and adopted by the European Union (referred to as EU-IFRS). Reference is made to the notes to the
consolidated financial statements (‘4.2.7 Accounting Principles’) for a description of these principles.
Investments in group companies, over which control is exercised, are stated on the basis of the net asset value.
Results on transactions, involving the transfer of assets and liabilities between SBM Offshore N.V. and its participating
interests or between participating interests themselves, are not incorporated insofar as they are deemed to be unrealized.
2021 2020
Balance at 1 January 2,567 2,739
Loans issued to subsidiairy 7 6
Investments net value 2,574 2,745
Result of Group companies 429 221
Capital contributions 5 35
Dividends received (373) (337)
Other changes1 (53) (83)
Foreign currency variations 0 (7)
Movements 8 (172)
Balance at 31 December 2,582 2,567
Loans issued to subsidiairy 0 7
Investments net value at 31 December 2,582 2,574
1 Mainly relates to Cash flow hedges and transaction with non-controlling interests (please refer to note 4.2.4 'Company's Consolidated Statement of changes
in equity).
An overview of the information on principal subsidiary undertakings required under articles 2: 379 of the Dutch Civil Code is
given below. The subsidiaries of SBM Offshore N.V. are the following (all of which are 100% owned):
■ SBM Offshore Holding B.V., Amsterdam, the Netherlands
■ Van der Giessen-de Noord N.V., Krimpen a/d IJssel, the Netherlands (liquidated)
A deferred tax asset is recognized for tax losses of the fiscal unity which can be carried forward and are expected to be
recovered based on anticipated future taxable profits within the Dutch fiscal unity. Due to a change in tax legislation, as of
2022, the tax losses of the fiscal unity incurred between 2014-2018 can be carried forward indefinitely. Commercially this has
not resulted in a different valuation, the deferred tax asset for tax losses brought forward from prior years amounts to US$3
million (2020: US$3 million).
Other receivables fall due in less than one year. The fair value of the receivables reasonably approximates the book value,
due to their short-term character.
Intercompany receivable from group companies are free of interest, therefore no interest is imputed. In respect of
repayment, no formal agreements have been made.
Legal reserve
The ’Investees equity non-distributable’ legal reserve relates mainly to non-distributable profits generated by the co-owned
entities (refer to note 4.3.30 Investment in Associates and Joint Ventures and 4.3.31 Information on Non-controlling Interests).
The agreed principle in the applicable shareholders’ agreements is that the shareholders shall procure that any available
reserves are distributable after paying any expenses due and taking into account co-owned entity and applicable legal
requirements. However, as unanimous decision of shareholders agreements in most of the co-owned entities is required to
distribute the profits generated, the equity of these entities is classified as a non-distributable reserve under Dutch
guidelines for financial reporting. On a regular basis the Company ensures that dividends are approved by the partners and
distributed accordingly to the shareholders.
Appropriation of result
2021
Profit/(Loss) attributable to shareholders 400
In accordance with note 4.6.1 to be transferred to the 'Retained earnings' 400
At the disposal of the General Meeting of Shareholders -
It is proposed that US$1 per share out of retained earnings is distributed among the shareholders. Please refer to note 4.5.14
Events After End of Reporting Period.
The other current liabilities fall due in less than one year. The fair value of other current liabilities approximates the book
value, due to their short-term character.
As per year-end 2021, the Company has a payable due to SBM Holding Inc. S.A. (the cash pool leader of SBM Group)
amounting to US$2 million (2020: US$19 million). The lending conditions applied to the outstanding amounts between the
cash pool leader and the Company are as follows:
■ Fixed fee: the cash pool leader charges a handling fee of 0.075% to the Company;
■ Interest rate: the cash pool leader charges an interest of 0.25% (2020: 0.5%) to the Company.
Intercompany payable from group companies outside of the cash pool are free of interest, therefore no interest is imputed.
In respect of repayment, no formal agreements have been made.
4.5.7 REVENUE
The revenue comprises of management fees charged to Group company Single Buoy Moorings Inc. S.A. which is the main
EPC contractor.
The employee benefits include the Management Board remuneration, and recharge of other personnel costs at the
headquarters, as well as share-based payments for the entire Group. For further details on the Management Board
remuneration, reference is made to note 4.3.6 Employee Benefit Expenses.
The other costs include audit fees, legal, compliance, corporate governance and investor relation costs. For the audit fees
reference is made to note 4.3.33 Independent Auditor’s Fees and Services.
FISCAL UNITY
SBM Offshore N.V. is head of a fiscal unity in which all Dutch entities are included, except for the entities that are held by
SBM Holding Inc. S.A. and the joint venture entities. All tax liabilities and tax assets are transferred to the fiscal unity parent,
however all members of the fiscal unity can be held liable for all tax liabilities concerning the fiscal unity.
Corporate income tax is levied at the head of the fiscal unity based on the fiscal results allocated by the members to
SBM Offshore N.V., taking into account an allocation of the benefits of the fiscal unity to the different members. The
settlement amount, if any, is equal to the corporate income tax charge included in the Company income statement.
SBM Offshore Amsterdam B.V. is an exception to this rule, as the entity is not entitled to the allocation of the benefits of the
fiscal unity, whereby the tax charge is included in its statutory income statement.
Management Board
Bruno Chabas, Chief Executive Officer
Phillippe Barril, Chief Operating Officer
Erik Lagendijk, Chief Governance and Compliance Officer
Douglas Wood, Chief Financial Officer
Supervisory Board
Roeland Baan, Chairman
Francis Gugen, Vice-Chairman
Ingelise Arntsen
Bernard Bajolet
Sietze Hepkema
Cheryl Richard
Jaap van Wiechen
4
Total dividend amount depends on number of shares entitled to dividend as of Ex-dividend date. The amount disclosed is based on the number of shares
outstanding less the treasury shares held at December 31, 2021.
Our opinion
In our opinion:
■ the consolidated financial statements of SBM Offshore N.V. together with its subsidiaries (‘the Group’) give a true and fair
view of the financial position of the Group as at 31 December 2021 and of its result and cash flows for the year then ended
in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part
9 of Book 2 of the Dutch Civil Code;
■ the Company financial statements of SBM Offshore N.V. (‘the Company’) give a true and fair view of the financial position
of the Company as at 31 December 2021 and of its result for the year then ended in accordance with Part 9 of Book 2 of
the Dutch Civil Code.
Independence
We are independent of SBM Offshore N.V. in accordance with the European Union Regulation on specific requirements
regarding statutory audit of public-interest entities, the ‘Wet toezicht accountantsorganisaties’ (Wta, Audit firms supervision
act), the ‘Verordening inzake de onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the
Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch
Code of Ethics).
SBM Offshore N.V serves the offshore oil and gas industry by supplying engineered products, vessels and systems, as well as
offshore oil and gas production services. This includes the construction and the leasing and operating of large and complex
offshore floating production, storage and offloading vessels (FPSOs). The Group is comprised of several components and,
therefore, we considered our group audit scope and approach as set out in the section ‘The scope of our group audit’. We
paid specific attention to the areas of focus driven by the operations of the Group, as set out below.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we considered where the management board made important judgements, for example, in respect
of significant accounting estimates that involved making assumptions and considering future events that are inherently
uncertain. In these considerations, we paid attention to, amongst others, the assumptions underlying the physical and
transition impacts of climate-related risks.
In paragraph 4.2.7 of the financial statements, the Company describes the areas of judgement in applying accounting
policies and the key sources of estimation uncertainty. We identified complex lease accounting as a key audit matter
because the accounting treatment of lease transactions during the year was considered to be complex and judgemental as
set out in the section ‘Key audit matters’ of this report. Furthermore, given the significant estimation uncertainty and the
related higher inherent risks of material misstatement in construction contracts, we considered this as key audit matter as
well.
SBM Offshore N.V. assessed the possible effects of climate change and its plans to meet the emissionZERO® commitments
on its financial position. In paragraph 1.4.3 of the annual report and 4.3.28 of the consolidated financial statements, the
Management Board reflects on climate-related risk and opportunities. We discussed management’s assessment and
governance thereof and evaluated the potential impact on the financial position including underlying assumptions and
estimates. Management concluded that the climate change has no impact on the carrying amounts of assets and liabilities as
of December 31, 2021. It is management’s assessment that the future estimates and judgements underlying the carrying
amounts of assets or liabilities will be influenced by its response to and assessment of climate related risks. During the audit
we involved our sustainability specialists to assess the climate related risks. The impact of climate change is not considered
to impact our key audit matters.
Other areas of focus, that were not considered to be key audit matters, were the lease classification of awarded contracts,
valuation of finance lease receivables, segment reporting disclosure and accounting for uncertain tax positions. There were
also internal control matters identified relating to the IT environment that required additional audit effort but these were not
considered key audit matters.
We ensured that the audit teams both at group and at component level included the appropriate skills and competences
that are needed for the audit of a Company providing floating production solutions to the offshore energy industry over the
full product lifecycle. We included members with relevant industry-expertise and specialists in the areas of IT, corporate
income tax, valuation, sustainability and employee benefits in our audit team. We also involved forensics specialists in our
assessment of fraud risk factors.
The outline of our audit approach was as follows:
Materiality
Materiality ■ Overall materiality: US$27 million
Audit scope
■ We conducted audit work in three locations on four components.
Audit Scope
■ Limited site visits were conducted due to COVID-19 related travel restrictions. We
held virtual meetings instead.
■ Audit coverage: 100% of consolidated revenue, 99% of consolidated total assets and
89% of consolidated profit before tax.
Key audit
matters
Key audit matters
■ Complex lease accounting
■ Estimates and judgements in construction contracts
Materiality
The scope of our audit was influenced by the application of materiality, which is further explained in the section ‘Our
responsibilities for the audit of the financial statements’.
Based on our professional judgement we determined certain quantitative thresholds for materiality, including the overall
materiality for the financial statements as a whole as set out in the table below. These, together with qualitative
considerations, helped us to determine the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and to evaluate the effect of identified misstatements, both individually and in
aggregate, on the financial statements as a whole and on our opinion.
None of the remaining components represented more than 1% of total group revenue or total group assets. For those
remaining components we performed, among other things, analytical procedures to corroborate our assessment that there
were no significant risks of material misstatements within those components.
For the components in Monaco and the treasury shared service center in Marly, Switzerland, we used component auditors
who are familiar with the local laws and regulations to perform the audit work. The audit was largely performed remotely as a
result of COVID-19, however for key meetings and audit procedures both the group and component engagement teams
visited the client offices. For remote audit procedures we used video conferencing and digital sharing of screens and
documents.
Where component auditors performed the work, we determined the level of involvement we needed to have in their work to
be able to conclude whether we had obtained sufficient and appropriate audit evidence as a basis for our opinion on the
consolidated financial statements as a whole.
In all our audits we pay attention to the risk of management Where relevant to our audit, we evaluated the design of the
override of controls, including the risk of potential internal control measures that are intended to mitigate the
misstatements as a result of fraud based on an analysis of risk of management override of controls and assessed the
interests of management. effectiveness of the measures in the processes generating
journal entries, making estimates, and monitoring projects.
In this context we paid specific attention to this risk at the We also paid specific attention to the access safeguards in
transaction level of revenue and construction contracts given the IT system and the possibility that these lead to violations
the estimates and judgements involved. of the segregation of duties.
We paid attention to the impact of COVID-19 on the Due to COVID-19 we performed specific testing around the
effectiveness of internal controls. effectiveness of internal control measures, as well as having
multiple discussions with management around potentially
impacted areas.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures
and evaluated whether any findings were indicative of fraud or noncompliance.
■ Considerations whether management’s going concern assessment includes all relevant information of which we are aware
as a result of our audit, inquiry with management and whether management has identified any events or conditions that
may cast a significant doubt on the Company’s ability to continue as a going concern (hereafter: going concern risks);
■ Analysing the financial position per balance sheet date compared to prior year as well as the liquidity scenarios, financial
stress tests and sensitivity analysis, including the assessment of financing facilities of the company, to assess whether
events or circumstances exist that may lead to a going concern risk;
■ Evaluating management’s current operating plan including cash flows in comparison with last year, current developments
in the industry and all relevant information of which we are aware as a result of our audit;
■ Inquiry with management as to their knowledge of going concern risks beyond the period of management’s assessment.
Our procedures did not result in outcomes contrary to management’s assumptions and judgments used in the application of
the going concern assumption.
■ is consistent with the financial statements and does not contain material misstatements;
■ contains all the information regarding the directors’ report and the other information that is required by Part 9 of Book 2
and regarding the remuneration report required by the sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and the understanding obtained in our audit of the financial
statements or otherwise, we have considered whether the other information contains material misstatements.
By performing our procedures, we comply with the requirements of Part 9 of Book 2 and section 2:135b subsection 7 of the
Dutch Civil Code and the Dutch Standard 720. The scope of such procedures was substantially less than the scope of those
procedures performed in our audit of the financial statements.
The management board is responsible for the preparation of the other information, including the directors’ report and the
other information in accordance with Part 9 of Book 2 of the Dutch Civil Code. The management board and the supervisory
board are responsible for ensuring that the remuneration report is drawn up and published in accordance with sections
2:135b and 2:145 subsection 2 of the Dutch Civil Code.
In our opinion, the annual report prepared in XHTML format, including the partially tagged consolidated financial statements
as included in the reporting package by SBM Offshore N.V., has been prepared in all material respects in accordance with
the RTS on ESEF.
The Management Board is responsible for preparing the annual report, including the financial statements, in accordance
with the RTS on ESEF, whereby the Management Board combines the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package, is in
accordance with the RTS on ESEF.
Our procedures, taking into account Alert 43 of the NBA (Royal Netherlands Institute of Chartered Accountants), included
amongst others:
■ Obtaining an understanding of the Company’s financial reporting process, including the preparation of the reporting
package.
■ Obtaining the reporting package and performing validations to determine whether the reporting package, containing the
Inline XBRL instance document and the XBRL extension taxonomy files, has been prepared, in all material respects, in
accordance with the technical specifications as included in the RTS on ESEF.
■ Examining the information related to the consolidated financial statements in the reporting package to determine whether
all required tagging’s have been applied and whether these are in accordance with the RTS on ESEF.
No prohibited non-audit services
To the best of our knowledge and belief, we have not provided prohibited non-audit services as referred to in article 5(1) of
the European Regulation on specific requirements regarding statutory audit of public-interest entities.
Services rendered
The services, in addition to the audit, that we have provided to the Company or its controlled entities, for the period to
which our statutory audit relates, are disclosed in note 4.3.33 to the financial statements.
Original signed by
A.A. Meijer RA
Appendix to our auditor’s report on the financial statements 2021 of SBM Offshore N.V.
In addition to what is included in our auditor’s report, we have further set out in this appendix our responsibilities for the
audit of the financial statements and explained what an audit involves.
The auditor’s responsibilities for the audit of the financial statements
We have exercised professional judgement and have maintained professional scepticism throughout the audit in accordance
with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit consisted, among other
things of the following:
■ Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error,
designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the intentional override of internal control.
■ Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control.
■ Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Management Board.
■ Concluding on the appropriateness of the Management Board’s use of the going-concern basis of accounting, and based
on the audit evidence obtained, concluding whether a material uncertainty exists related to events and/or conditions that
may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report and are made in the context of our opinion on the financial statements as a
whole. However, future events or conditions may cause the Company to cease to continue as a going concern.
■ Evaluating the overall presentation, structure and content of the financial statements, including the disclosures, and
evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Considering our ultimate responsibility for the opinion on the consolidated financial statements, we are responsible for the
direction, supervision and performance of the group audit. In this context, we have determined the nature and extent of the
audit procedures for components of the Group to ensure that we performed enough work to be able to give an opinion on
the financial statements as a whole. Determining factors are the geographic structure of the Group, the significance and/or
risk profile of group entities or activities, the accounting processes and controls, and the industry in which the Group
operates. On this basis, we selected group entities for which an audit or review of financial information or specific balances
was considered necessary.
We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. In this
respect, we also issue an additional report to the audit committee in accordance with article 11 of the EU Regulation on
specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is
consistent with our audit opinion in this auditor’s report.
We provide the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Supervisory Board, we determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, not communicating the matter is in the public interest.
Ratios (%)
Shareholders' equity / (total assets -/-
current liabilities) 26 30 32 32 29
Current ratio (current assets / current
liabilities) 201 149 137 128 123
Return on average capital employed 7.6 8.1 9.7 7.6 7.0
Return on average shareholders' equity 15.8 10.5 14.5 9.6 6.0
Operating profit (EBIT) / net turnover 19.6 17.3 21.9 26.9 19.2
Net profit/(loss) / net turnover 12.6 9.4 15.1 15.3 0.0
Net debt / shareholders' equity 189 150 122 106 130
Enterprise value / EBITDA 12.5 9.3 8.9 9.4 15.2
5.1.3 STAKEHOLDER ENGAGEMENT the CEO and CGCO. The Global Sustainability Director –
who reports to the CSO in the CEO portfolio – prepares
SBM Offshore maintains open and active engagement with
Climate Change scenarios whereas the Group Risk
its external stakeholders through regular business
Manager – reporting to the CGCO – facilitates expert
interactions, including the Annual General Meeting, analyst
sessions to identify Risks & Opportunities for each scenario.
and investor roadshows/meetings, analyst webcast
This has been done with risk management professionals
presentations, press releases, website updates, surveys and
and SBM Offshore’s Group Strategy team first, followed by
desktop research.
validation with business owners and the Risk Assurance
Committee.
The feedback obtained during the Materiality Analysis
explained in section 1.2 forms a key element of the
Frameworks from the TCFD have been used to structure
backbone of SBM Offshore’s stakeholder engagement
the assessment, more specifically the TCFD’s Technical
program. The program is complemented by other
Supplement. SBM Offshore has applied the following
interactions with stakeholders, in order to validate findings
steps:
and the feedback received feeds into management’s
1. Ensuring Governance to integrate Climate Change
approach to Materiality and long-term value creation.
Scenario analysis into Strategic planning and
Enterprise Risk Management (ERM).
Would you like to participate in SBM Offshore’s 2022
2. Assessment of the Materiality of Climate Change
Stakeholder Engagement or provide feedback for the 2022
related risks and opportunities with business- and
Stakeholder Engagement? Please write to SBM Offshore at
functional experts.
sustainability@sbmoffshore.com.
3. Identification and definition of range of Climate
Change scenarios.
5.1.4 TASKFORCE FOR CLIMATE- 4. Evaluation of business impact per scenario together
RELATED FINANCIAL DISCLOSURE with business owners.
(TCFD) 5. Identification of potential responses.
6. Documentation in a Climate Change outcome
MANAGEMENT APPROACH
presentation and embedding in SBM Offshore’s ERM
Mitigating the impacts of climate change while meeting the
system as well as Disclosure as per this Annual Report
needs of the future by facilitating the energy transition are
and internal presentations.
key for SBM Offshore. The Climate Change Risk &
Opportunity assessment is embedded in the portfolios of
Table 1
From fiscal year 2022 onwards, eligibility assessment will be 2021. Health incidents are reported based on the
complemented by alignment assessment as per the EU occupational illnesses classification given in IOGP Report
Taxonomy regulation. Number 393-2007. The main-type of work-related injury
categories are related to manual handling injuries and slips,
5.2 REPORTING BOUNDARIES trips and falls – e.g. walking at same level & stairs.
Investigations, based on the type, criticality and severity of
SBM Offshore not only reports on impacts it causes, but the event, are performed by specifically identified
also on impacts it contributes to, and impacts that are personnel using methods among which TapRoot®
linked to its activities. In each of the following paragraphs and 5 Why.
SBM Offshore elaborates in detail on the boundaries of
SBM Offshore’s material topics. The boundary of a material Employees are provided HSSE trainings to familiarize
topic relates to the parts of the organization and supply themselves with the Company’s health, safety, and security
chain covered in the figures. rules and regulations. The training topics are based on the
hazards identified through the above identification process
5.2.1 HEALTH, SAFETY AND SECURITY as well as the regulatory requirements. The promotion of a
REPORTING speak up culture – as described in section 2.1.1. –
contributes to the identification process. Inclusion and non-
Our people work in demanding roles and conditions which
retaliation are part of the Speak Up Policy.
have many different hazards to manage, whether in
offshore locations or construction work in remote locations.
5.2.2 ENVIRONMENTAL REPORTING
The HSS performance indicators boundaries take into
account: ATMOSPHERIC EMISSIONS
■ Employees, which include all direct hires, part-time Emissions reported in SBM Offshore’s records include:
employees, locally-hired agency staff (’direct ■ Scope 1 – Direct Emissions
contractors’) in the fabrication sites, offices and offshore ■ Scope 2 – Purchased Electricity
workers, i.e. all people working for SBM Offshore. ■ Scope 3 – Business Travel
■ Contractors which include any person employed by a ■ Scope 3 – Purchased Goods & Services
For the purchased electricity usage, SBM Offshore uses Estimated weight MPF
conversion factors to calculate CO2 equivalents from energy For MPF the breakdown in materials is based on latest
consumed (kWh). Sources used for these conversion factors actuals. The MPF’s are, based on the Fast4Ward®, sister
are amongst others the European Environmental Agency, Hulls and are similar in design and weight. Since the Hulls
European Investment Bank and The Association of Issuing are based on the same design the same material weights
Bodies. are assumed for each FPSO project that uses the MPF.
Scope 3 – Business Travel To derive to the total GHG emission related to projects
This scope entails GHG emissions from flights invoiced and under construction, SBM Offshore uses the completion
paid for via SBM Offshore’s standard travel system in 2021 rates in a given year. The percentage completed in a given
and the data covers all operating companies. Business year, determines the total allocated emissions in that year.
travel is determined based on flight data communicated by
travel agencies, including mileage per invoice date and a Calculations for MPF and Topside were done as follows:
calculated extrapolation of data for the last 2 weeks of the 1. Break down MPF/Topside into the components it is
year. In a few cases mileage data is missing, completed with made off.
mileage from a similar route. In cases where the Company 2. Analyze materials & weights for each component.
has indications that a flight is multi-legged, total distance 3. Retrieve GHG conversion factors of the materials for
mileage is divided by two. Emission calculations are done each component.
as if it were two separate flights, using subsequent emission 4. Apply the following calculations:
conversion factors. The GHG emissions relating to business a. Gross/estimated component weight X GHG
flights are based on third-party documentation on conversion – GHG emissions per component.
distances, the conversion to CO2-equivalent is based on b. SUM GHG emissions of each component – GHG
CO2emissiefactoren.nl. emissions per project.
c. GHG emissions per project X annual completion –
Scope 3 – Purchased Goods & Services GHG emissions per projects for the year.
This category consists of GHG emissions associated with d. SUM GHG emissions projects for the year – GHG
the procurement of (capital) goods and services for FPSO emissions for all projects for the year.
projects (hereafter ‘projects’) that SBM Offshore is 5. SUM GHG emissions for all Item types – Total GHG
executing on behalf of its clients. The following parts of emissions for Scope 3.1 Procured (Capital) Goods &
FPSO are considered in the calculations of the GHG Services.
emissions for this category:
■ Hull (in Fast4ward® this is Multi purpose floater or MPF)
SBM Offshore is applying the following standards & sources
– the marine structure of an FPSO . for above calculations:
■ Topsides – the processing facility of an FPSO. Other
■ GHG Protocol – Scope 3 Corporate Value Chain
parts of the FPSO (mooring structure, integration etc.) Accounting & Reporting Standard.
are not accounted for in this initial GHG calculation due ■ Conversion factors from EcoInvent database to convert
to the data limitations and the limited percentage they volumes & weights to GHG emissions for the various
add in weight as-build. procured (capital) goods and services.
■ SBM Offshore Project Weight Control Reports for the
SBM Offshore calculates the GHG emissions of its projects various Items.
via the GHG protocol’s average data method. In this phase
of raising understanding of emissions during project (EPC) Scope 3 – Downstream Leased Assets
stage, SBM Offshore has chosen a pragmatic approach to SBM Offshore reports on emission from assets producing
assess which components and materials used in projects and/or storing hydrocarbons under lease contracts. GHG
contribute most to GHG emissions. The outcome of the emissions come from the energy consumed (steam boilers,
analysis is initially focused on identifying GHG hot spots. gas turbines and diesel engine) and from gas flared.
Once theses GHG hotspots are identified SBM Offshore
can increase accuracy of the GHG inventory via supplier The environmental performance of SBM Offshore is
engagement and with that, abate emissions. reported by region or management area: Brazil, Angola,
emissions approach: considers emissions in tons of CO2 eq: 5,653,549.52 vs 5,662,163.37 originally.
related to leased FPSOs not under direct ■ 0.7% decrease of total CO2 emissions (Tons):
Above is aligned with IFRS treatments of leased ■ More time for trend analysis.
Updates in calculation and reporting methods A Tier 1 or Tier 2 PSE is defined as an LOPC from a process
As a result of the above the following elements have been system that meets criteria defined in API RP 754.
updated in 2021:
1. Additional disclosure on Scope 3 – e.g. Purchased LOPC events are reported in SBM Offshore’s Reporting
Goods & Services and Capital Goods – in section 2.1.7 System as highlighted in sections 2.1.2 and 5.3. This system
and below table for 2020. includes a built-in calculation tool to assist the user in
2. The emissions from assets operated on behalf of determining the release quantity of LOPC events. All
clients are described under Scope 3 GHG Emissions LOPCs are analysed to identify those considered to be
(downstream leased assets), compared to Scope 1 in PSEs as per API RP 754. Process Safety KPIs used by
previous years, explained in section 2.1.7. – which leads SBM Offshore include the number of Tier 1 and the number
to inclusion of Thunderhawk in the disclosed emissions of Tier 2 PSEs.
data.
3. The Global Warming Potential factors have been 5.2.4 HUMAN RESOURCES REPORTING
updated in line with IPCC’s Fifth Assessment Report.
SBM Offshore’s Human Resources (HR) data covers the
4. Part of the CO2 flared in downstream leased assets was
global workforce and is broken down by region (continents)
removed from the calculations. Deeper analysis with
and employment type. The performance indicators report
technical teams led to the conclusion that CO2 flared
on the workforce status at year-end December 31, 2021.
was already included in the daily total flaring figure.
They include all staff assigned on unlimited or fixed-term
This affects the following assets: FPSO Cidade de
contracts, employee new hires and departures, total
Ilhabela, FPSO Cidade de Paraty, FPSO Cidade de
number of locally-employed staff from agencies, and all
SBM Offshore includes the BRASA Yard in Brazil and the COLLECTIVE BARGAINING
PAENAL Yard in Angola in its reporting scope based on Collective bargaining is a process of negotiation between
partial ownership and operational control including human employers and a group of employees aimed at agreements
resource activities and social responsibility for the to regulate working salaries, working conditions, benefits,
employees. and other aspects of workers’ compensation and rights for
workers. Within SBM Offshore, it is considered as collective
In principle, reporting on headcount includes the bargaining: all the Direct Hires employees of which the
Contractors while turnover only includes Direct Hires (no interests are commonly represented by external or internal
Contractors). Turnover has been calculated as the number representatives of a trade union to which the employees
of employees who have left SBM Offshore in 2021 (between belong. In case trade unions are not present in a country,
January 1 and December 30, 2021) compared with the we consider the employee handbook as valid labor
aggregate of the headcount on December 31, 2020 and agreement between the employee and the employer.
December 31, 2021; divided by 2, with the result multiplied
by 100. 5.2.5 COMPLIANCE REPORTING
SBM Offshore reports on significant fines paid by
Concerning Equal Remuneration, we only consider Direct
SBM Offshore and all affiliate companies. To define a
Hires (excluding Joint Ventures and Internships) and the
significant fine the following thresholds are considered
breakdown concerns Monaco, Netherlands, Brazil, Malaysia
(subject to final assessment by Management Board on a
& Switzerland. The Gender Pay Gap has been calculated as
case by case basis):
such: average comparatio female / average comparatio
1. Operational fines of a regulatory and/or administrative
male.
nature which exceed US$500,000.
2. Legal and compliance fines of a criminal nature which
For fleet operations, engagement and development of the
exceed US$50,000.
local workforce is the main indicator for successful local
content development. In this perspective, SBM Offshore
monitors the percentage of local workforce (excluding
Contractors) − % of nationalization per regions (included
below for Brazil, Angola and Guyana as they represent
most of SBM Offshore’s population offshore) − and invests
in training to increase or maintain the targeted level. For
example, specific programs in below countries focus on
education and training of nationals to facilitate them
Exposure hours
Employee1 15,657,445 13,964,697 8,503,814 7,153,631
Contractor2 28,463,290 21,198,552 0 28,463,290
Total Exposure hours 44,120,735 35,163,249 8,503,814 35,616,921
Fatalities (work related)
Employee 0 0 0 0
Contractor 0 0 0 0
Total Fatalities 0 0 0 0
Fatality Rate (Total)3 0 0 0 0
Injuries
High-consequence work-related Injury Employee4 0 0 0 0
High-consequence work-related Injury Contractor5 0 0 0 0
High-consequence work-related Injury Rate Employee6 0 0 0 0
High-consequence work-related Injury Rate Contractor6 0 0 0 0
High-consequence Work-related Injury Rate (Total)7 0 0 0 0
Total Recordable Injury Employee 9 10 7 0
Total Recordable Injury Contractor 4 7 2 4
Total Recordable Injury Rate Employee8 0.11 0.14 0.16 0.00
Total Recordable Injury Rate Contractor8 0.03 0.07 0 0.03
Total Recordable Injury Frequency Rate (Total)8 0.06 0.10 0.21 0.02
Occupational Illness
Employee 0 2 0 0
Contractor 0 0 0 0
Total Recordable Occupational Illness Frequency Rate
0 0.03 0 0
(Employees only)9
1 Direct hires, part-time employees, locally hired agency staff (’direct contractors’) in the fabrication sites, offices and offshore workers, i.e. all people working
for the Company.
2 Any person employed by a contractor or contractor’s sub-contractor(s) who is directly involved in execution of prescribed work under a contract with SBM
Offshore.
3 Fatalities per 200,000 exposure hours.
4 Work-related injury that results in an injury from which the Employee cannot, does not, or is not expected to recover fully to pre-injury health status within 6
months, excluding fatality.
5 Work-related injury that results in an injury from which the Contractor cannot, does not, or is not expected to recover fully to pre-injury health status within 6
months, excluding fatality.
6 High-consequence work-related injuries per 200,000 exposure hours.
7 Total high-consequence work-related injuries per 200,000 exposure hours.
8 Recordable injuries per 200,000 exposure hours.
9 Occupational illnesses per 200,000 exposure hours.
Process Safety
Total Ratios
% of Contractor
Grand Total Direct Hire Contractor Employees
Africa 871 674 197 23%
Asia 1,638 1,088 550 34%
Europe 1,835 1,478 357 19%
North America 38 36 2 5%
South America 2,044 1,743 301 15%
Grand Total 6,426 5,019 1,407 22%
Total Turnover
Total Turnover
Headcount Total Turnover Rate
Africa 51 8%
Asia 91 10%
Europe 264 18%
North America 54 78%
South America 209 13%
Grand Total 669 14%
%
Percentage of Employees covered by Collective Bargaining Agreements 80%1
1 In case trade unions are not present in a Country, we consider the employee handbook as valid labor agreement between the employee and the employer.
Management System
Complementing sections 2.1.4 and 3.8, the below tables ■ Class: Vessel Classification
map the compliance and certification of SBM Offshore ■ ISM: International Safety Management
entities and (onshore and offshore) sites with the following ■ ISPS: International Ship & Port Facility Security Code
international certification standards and codes: ■ GEMS: SBM Offshore’s Group Enterprise Management
■ ISO 9001: Quality Management System System
OFFICES & WORKSITES ISO 9001 ISO 14001 OHSAS 18001/ISO 45001 ISM
Corporate Offices
Amsterdam (Netherlands) Certified
Monaco Certified
Offices
Rio de Janeiro (Brazil) Certified
Monaco Certified
Schiedam (Netherlands) Certified
Kuala Lumpur (Malaysia) Certified
Shanghai (China) Certified
Imodco
Monaco Certified
SBM Nauvata Joint Venture
Bengaluru (India) Certified
Construction Sites
PAENAL (Angola) Certified Certified
Operations Offices
Monaco (Management Office) Certified Compliant Compliant Certified
Angola Compliant Compliant Certified
Brazil Compliant Compliant Certified
Equatorial Guinea Compliant Compliant Certified
Guyana Ongoing Ongoing Certified
Malaysia Certified Compliant Certified
OFFSHORE INSTALLATION FLEET ISO 9001 ISO 14001 OHSAS 18001 CLASS ISM ISPS
SBM Installer Certified Certified Certified Classed Certified Certified
Normand Installer Certified Certified Certified Classed Certified Certified
■ the policy and business operations with regard to corporate social responsibility; and
■ the thereto related events and achievements for the year ended 31 December 2021, in accordance with the Sustainability
Reporting Standards of the Global Reporting Initiative (GRI) and the applied supplemental reporting criteria as included in
the section ‘reporting criteria’.
Procedures performed
We have exercised professional judgement and have maintained professional scepticism throughout the review, in
accordance with the Dutch Standard 3810N, ethical requirements and independence requirements. Our procedures
included, amongst other things of the following:
■ Performing an analysis of the external environment and obtaining an understanding of relevant social themes and issues,
relevant laws and regulations and the characteristics of SBM Offshore N.V.
■ Evaluating the appropriateness of the reporting criteria used, their consistent application and related disclosures in the
sustainability information. This includes the evaluation of the results of the stakeholders’ dialogue and the reasonableness
of estimates made by the Management Board.
■ Obtaining an understanding of the reporting processes for the sustainability information, including obtaining a general
understanding of internal control relevant to our review.
■ Identifying areas of the sustainability information with a higher risk of misleading or unbalanced information or material
misstatement, whether due to fraud or error. Designing and performing further assurance procedures aimed at
determining the plausibility of the sustainability information responsive to this risk analysis.
■ Our other procedures consisted amongst others of:
■ Interviewing management and relevant staff at corporate and business level responsible for the sustainability strategy,
policy and results;
■ Interviewing relevant staff responsible for providing the information for, carrying out internal control procedures on, and
consolidating the data in the sustainability information.
■ Determining the nature and extent of the review procedures for the group components and locations. For this, the
nature, extent and/or risk profile of these components are decisive. Based thereon we selected the components and
locations to visit. The visit to the head office in the Netherlands is aimed at, on a local level, validating source data and
evaluating the design and implementation of internal controls and validation procedures;
■ Obtaining assurance evidence that the sustainability information reconciles with underlying records of the company;
■ Reviewing, on a limited test basis, relevant internal and external documentation;
■ Performing an analytical review of the data and trends in the information submitted for consolidation at corporate level.
■ Reconciling the relevant financial information with the financial statements.
■ Evaluating the consistency of the sustainability information with the information in the annual report, which is not included
in the scope of our review.
■ Evaluating the presentation, structure and content of the sustainability information;
■ Considering whether the sustainability information as a whole, including the disclosures, reflects the purpose of the
reporting criteria used.
We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the review
and significant findings that we identify during our review.
6.1 Glossary
HSSE Health, Safety, Security & Environment PP&E Property, Plant & Equipment
Investor Relations
Bert-Jaap Dijkstra
Group Treasurer and Investor Relations
Telephone: +31 (0)20 236 3222
Mobile: +31 (0)6 2114 1017
E-mail: bertjaap.dijkstra@sbmoffshore.com
Media Relations
Vincent Kempkes
Group Communications Director
Telephone: +377 9205 1895
Mobile: +377 6 4062 8735
E-mail: vincent.kempkes@sbmoffshore.com
COLOPHON
This report was published by SBM Offshore N.V. with
contributions by: