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SBM Annual Report 2021

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ANNUAL REPORT 2021

NOTES TO THE READER

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.

2 - SBM OFFSHORE ANNUAL REPORT 2021


TABLE OF CONTENTS
1 BUSINESS ENVIRONMENT 4
1.1 At a Glance 6
1.2 Business Context 12
1.3 Strategy and Value Creation 20
1.4 Risk Management 28

2 PERFORMANCE REVIEW & IMPACT 36


2.1 Performance Review 40
2.2 Sustainable Development and Local Impact 68

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

4 FINANCIAL INFORMATION 2021 110


4.1 Financial Review 114
FINANCIAL STATEMENTS
4.2 Consolidated Financial Statements 127
4.3 Notes to the Consolidated Financial
Statements 147
4.4 Company Financial Statements 214
4.5 Notes to the Company Financial Statements 217
4.6 Other information 222
4.7 Key Figures 235

5 NON-FINANCIAL INFORMATION 238


5.1 Scope of Non-Financial Information 240
5.2 Reporting Boundaries 244
5.3 Non-Financial Indicators 249
5.4 GRI Content Index 254
5.5 Certification and Classification Tables 257
5.6 Assurance Report of the Independent Auditor 259

6 ADDITIONAL INFORMATION 262


6.1 Glossary 264
6.2 Addresses & Contact Details 266

SBM OFFSHORE ANNUAL REPORT 2021 - 3


4 - SBM OFFSHORE ANNUAL REPORT 2021
SBM OFFSHORE ANNUAL REPORT 2021 - 5
1 BUSINESS ENVIRONMENT

1.1.1 MESSAGE FROM THE CEO

We are not in the energy business, we are in the energy


transition business. And it is not just about switching to
renewables. It is a radical transformation, starting with
lowering the impact of fossil fuel, while developing new
means to replace it.
At SBM Offshore, we put our marine expertise and
oil & gas experience at the service of a responsible future.

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

6 - SBM OFFSHORE ANNUAL REPORT 2021


line with the pre- COVID-19 schedule commitment. On industry as it evolves away from fossil fuels towards a
FPSO Sepetiba, we had some significant challenges during renewable future.
construction, but the project is adapting well to these new
conditions. We won two new awards in Brazil: the FPSOs Our strategy is two-fold: firstly, to reduce emissions, and
Almirante Tamandaré and Alexandre de Gusmão. The secondly, to develop solutions for renewable energy
construction of these and the FPSO Prosperity are on track production. It’s not just about making clean energy, it’s
and the Fast4Ward® hull allocated to the Yellow Tail project about making all energies safer, cleaner, and accessible.
has been successfully delivered, despite COVID-19 and the
consequent supply-chain challenges. On the first goal, enhanced by our emissionZERO®
program, we are steadily reducing our environmental
By adding the production capacity of the FPSOs under footprint. FPSOs under construction are already set to
construction to those we already operate, we expect to achieve lower levels of CO2 per barrel of oil produced, and
produce above 2% of the world’s oil with a significantly we continue to invest in reducing this footprint even further
lower environmental footprint compared to the wider in the future. At the same time, we are working to bring
industry. This is testament to the technology developed existing assets up to a better standard. In this way we are
through our Fast4Ward® program and the imagination of reducing the environmental impact of hydrocarbons
the people who embarked on this journey in 2014. through the inevitable transition period.
Reducing our environmental impact is also the premise of
our emissionZERO® program. On the second goal, we have made significant progress this
year on our floating offshore wind offer. We are building the
The ongoing digitalization of our operating experience is first three TLP (Tension-Leg Platform) facilities for the
also sustaining our performance, enabling us to continually Provence Grand Large project, on behalf of client EDF
learn and refine the operations and environmental footprint Renouvelables. Development now is about honing costs to
of our assets around the world. This gives us a competitive make floating wind competitive, to enable the transition to
edge and helps us bring new solutions and new ways of be accelerated.
working to our clients, both in fossil and renewable
energies. We believe there is a significant market potential for
floating offshore wind, which dovetails neatly with our
Financially, we delivered results in line with expectations set strengths in engineering and technology, project
during the year. The new awards saw our backlog of management, operations, and financing. We are confident
contracted orders increase to a record year-end level of that our skills and experience in complex engineering in a
US$29.5 billion. These contracts, supporting fields with very marine environment will be needed throughout the years of
low break evens and lower than average emissions, provide radical transformation in the energy industry. We have
a cashflow foundation for the next three decades. anticipated and prepared for the future and we are ready to
support the transition, both in terms of improving today’s
On the funding side, we managed to secure US$4.8 billion technologies and in developing tomorrow’s.
of debt, all related to facilitating the funding of growth
through our FPSO construction projects in hand. This In the coming ten years, we expect to see the beginning of
demonstrates the confidence of our financing stakeholders a commercially viable market for floating offshore wind and
in SBM Offshore’s current and future strength. This year, we a shift in our activities from FPSOs towards this new market.
also increased our dividend by 10% to US$165 million and By the mid-2030s, we can even envisage a tipping point,
in addition we completed a US$180 million share where more new activity will come from floating offshore
repurchase: this aggregate US$345 million marks a record wind than our traditional portfolio.
annual return to shareholders and brings the total we
returned over the past six years to over US$1.2 billion. This As a company, we have embraced the energy transition and
further illustrates the robustness of the Company, the have plotted our path into the future. We are well-
quality of our execution and the appropriateness of our positioned; we are challenging ourselves to become better
strategic positioning. every day and we are improving all the time. We are firmly
establishing the long-term future of SBM Offshore by being
The solid management of our traditional portfolio is what profitable and investing at the right time in the
enables SBM Offshore to invest in tomorrow’s technologies: technologies of the future that complement our skills and
our performance today underpins our future success. We expertise.
are not in the energy business; we are in the energy
transition business. We are firmly focused on radically I am confident in our ability to meet the energy challenge
transforming our business to accompany the energy and to be at the forefront of the transformation!

SBM OFFSHORE ANNUAL REPORT 2021 - 7


1 BUSINESS ENVIRONMENT
COMPANY HIGHLIGHTS

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

DIRECTIONAL TOTAL ASSETS


UNDERLYING MARKET CAPITALIZATION
DIRECTIONAL EBITDA US$9.7 billion US$2.7 billion
US$931 million

CASH RETURNED
UNDERLYING DIRECTIONAL TO SHAREHOLDERS
NET PROFIT
US$343 million
US$126 million

RECORD PROFORMA UNDERLYING IFRS


DIRECTIONAL BACKLOG UNDERLYING IFRS EBITDA
NET PROFIT ATTRIBUTABLE
US$29.5 billion TO SHAREHOLDERS US$906 million
US$405 million

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2021 IN BRIEF

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.

SBM Offshore signed a Letter of Intent (LoI) with Petrobras


We also secured a US$635 million bridge loan facility for
for a 26.25 year lease and operate contract for the FPSO
the financing of the construction of FPSO Almirante
Almirante Tamandaré, to be deployed at the Búzios field Tamandaré.
offshore Rio de Janeiro, Brazil. We will design and construct
the FPSO using our industry leading Fast4Ward® program.
Liza Unity (FPSO) was the first FPSO in the world to be
awarded a SUSTAIN-1 notation.
SECOND QUARTER
During the Annual General Meeting Douglas Wood was re- FOURTH QUARTER
appointed as member of the Management Board and Chief
SBM Offshore completed its EUR150 million 2021 share
Financial Officer and Ingelise Arntsen was appointed as
repurchase program.
member of the Supervisory Board.
Third Quarter Trading Update: strong performance despite
First Quarter 2021 Trading Update: despite COVID-19
ongoing COVID-19 challenges, financial results in line with
strong operating performance and major projects under
management expectations.
construction progressing as expected. Fleet operational
uptime was 98.6% over the quarter. Financial guidance was
SBM Offshore was awarded contracts by ExxonMobil to
maintained.
perform Front End Engineering and Design (FEED) for an
FPSO for the Yellow Tail development project in Guyana.
SBM Offshore completed the project financing of the
Subject to Guyana government approvals and project
Prosperity (FPSO) for a total of US$1.05 billion. sanction and release of second phase of work by the client,
SBM Offshore will design and construct the FPSO using its
THIRD QUARTER industry leading Fast4Ward® program.
SBM Offshore signed, following a binding Letter of Intent
(LoI), contracts with Petrobras for the 26.25 year lease and Following the binding Letter of Intent (LoI), SBM Offshore
operation of FPSO Almirante Tamandaré. signed contracts with Petrobras for the 22.5 years lease and
operation of FPSO Alexandre de Gusmão.
SBM Offshore signed a Letter of Intent (LoI) with Petrobras
for a 22.5 year lease and operate contract for the FPSO SBM Offshore secured a US$620 million bridge loan facility
Alexandre de Gusmão, to be deployed at the Mero field for the financing of the construction of FPSO Alexandre de
offshore Arraial do Cabo, Rio de Janeiro state, in Brazil. We Gusmão.
will design and construct the FPSO using our industry
leading Fast4Ward® program.

SBM OFFSHORE ANNUAL REPORT 2021 - 9


1 BUSINESS ENVIRONMENT

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

10 - SBM OFFSHORE ANNUAL REPORT 2021


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
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.

SBM OFFSHORE ANNUAL REPORT 2021 - 11


1 BUSINESS ENVIRONMENT

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.

Other Products and Services


In order to maintain its leading position in its core markets,
SBM Offshore also has dedicated product lines to provide
SBM Offshore focuses on:
offshore installation services as well as specific floating
■ Leveraging SBM Offshore’s experience and business
equipment and products such as Turret Mooring Systems
model to strengthen its position and to develop
(TMS) and offshore (off)loading Terminals.
sustainable business in new areas.
■ Transformation programs to increase return for
TMS
customers: Fast4Ward®, focusing on better performance,
SBM Offshore is the recognized technology provider for
delivered faster; emissionZERO®, focusing on the
Turrets and Mooring Systems (TMS). The Company
decarbonization of products; and Digital Transformation,
provides the offshore industry with a complete range and
to optimize SBM Offshore’s ways of working and create
variety of solutions delivered through a full EPCI product
new services.
lifecycle.
■ SDG-related targets for the short- and long-term, and

delivering on the roadmaps to achieve these targets.


Terminals
The Catenary Anchor Leg Mooring (CALM) or Single Point
Based on these guidelines, SBM Offshore is developing its
Mooring (SPM) terminal is a floating buoy that performs the
product portfolio within the various energy sectors.
dual function of keeping a tanker moored and transferring
fluids while allowing the ship to weathervane.
MARKET SEGMENTATION
SBM Offshore provides full lifecycle solutions for terminals
Hydrocarbon Energy including design, engineering, construction, installation
and aftersales services.
FPSO
SBM Offshore delivers FPSOs with production volumes
Installation Services
typically around 200,000 barrels of oil per FPSO per day. A
SBM Offshore delivers tailored solutions for floating unit
FPSO processes well fluids into stabilized crude oil for
mooring, flexible flowline and subsea structure installation
temporary storage on board, before being transferred to a
works. SBM Offshore, together with its joint venture
shuttle tanker for export from the field. Oil and gas
partner, own and operate a dedicated multi-purpose deep
enhanced recovery systems − such as water injection, gas
water construction vessel, the Normand Installer.
injection, chemical injection and gas lift systems − are used
to improve production levels. SBM Offshore’s latest FPSO

12 - SBM OFFSHORE ANNUAL REPORT 2021


DEEP WATER EXPERIENCE BY WATER DEPTH

bpd

475m FPSO Serpentina 110k Equatorial Guinea

720m FPSO Saxi Batuque 100k Angola


728m FPSO Mondo 100k Angola
960m FPSO Aseng 80k Equatorial Guinea
1,221m FPSOCidade de Anchieta 100k Brazil
1,250m N’Goma FPSO 100k Angola
1,365m FPSO Kikeh 120k Malaysia
1,485m FPSO Capixaba 100k Brazil
1,525m Liza Destiny (FPSO) 120k Guyana
1,600m Liza Unity* (FPSO) 220k Guyana
1,780m FPSO Espirito Santo 100k Brazil
1,850m Thunder Hawk 60k USA
1,900m Prosperity* (FPSO) 220k Guyana
1,900m FPSO Alexandre de Gusmão* Brazil
2,000m FPSO Sepetiba* 180k Brazil
2,000m FPSO Almirante Tamandaré* Brazil
2,100m FPSO Cidade de Paraty 120k Brazil
2,120m FPSO Cidade de Maricá 150k Brazil
2,130m FPSO Cidade de Saquarema 150k Brazil
2,140m FPSO Cidade de Ilhabela 150k Brazil
* under construction

SHALLOW WATER DEEP WATER ULTRA DEEP WATER


< 500m 500m to 1,500m >1,500m

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 13


1 BUSINESS ENVIRONMENT
is to successfully deploy and test a prototype at sea, that
SEGMENTATION OF OFFSHORE
will be connected to the electricity grid. SBM Offshore has
WIND ENERGY SOLUTIONS
secured a test location offshore Monaco and is working
diligently towards achieving this milestone.

Future Energy Markets


The world’s demand for sustainable energy solutions is
increasing and energy transition has been put in the
spotlight since climate change is largely recognized as an
urgent agenda globally. The energy system is in evolution.
Solar PV, wind energy, hydrogen-based technology, bio-
fuels and Carbon Capture Utilization and Storage are
SHALLOW WATER TRANSITIONAL DEEP WATER recognized and envisioned as the frontiers going forward.
<30m WATER >50m
SBM Offshore is investing in research and development of
30m to 50m
products within selected segments that support this energy
FIXED BOTTOM FIXED BOTTOM SBM OFFSHORE’S
SOLUTION transition.

SBM Offshore commits to a strategy that is compatible with


Wave Energy the transition to net-zero by 2050 and takes meaningful
While the worldwide resources of coastal wave energy are actions, not only for new technology development, but also
abundant, successful attempts to harness this energy from to re-purpose oil & gas facilities and solutions to be used in
the oceans have remained elusive. Since 2009, the decarbonization business. In this way, the technology
SBM Offshore has been developing the next generation of and experience are transferred in the fastest way to
wave energy conversion technology, called WEC S3®. contribute to the energy transition. For example,
Through direct conversion of the kinetic wave energy into SBM Offshore has developed a jetty-free Tower Loading
electricity using Electro Active Polymers (EAP), this Unit (TLU) which can aid in remote areas, such as islands, to
breakthrough technology addresses the limitations switch from coal to gas, producing power from cleaner fuel.
identified in conventional wave energy devices. This jetty-less fluid transfer solution can have applications in
nascent energy markets, among which Carbon Capture
The WEC S3® technology has been successfully developed Utilization and Storage and Ammonia Transport are the
and tested in SBM Offshore’s own R&D Laboratory in areas of particular promise.
France. The next step towards scale up and industrialization

SBM OFFSHORE ACTIVITIES


FPSO CALM BUOY
TMS

INSTALLATION TLU FOW WEC

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

14 - SBM OFFSHORE ANNUAL REPORT 2021


HOUSTON MONACO
THUNDER HAWK CARROS
DeepDraftSemi®

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

OFFICES SHOREBASES UNITS CONSTRUCTION YARDS

OFFICES SHOREBASES UNITS CONSTRUCTION YARDS

SBM OFFSHORE ANNUAL REPORT 2021 - 15


1 BUSINESS ENVIRONMENT
CURRENT, NEAR-TERM AND FUTURE IMPACTS During 2021, the energy transition and the demand for
ON SBM OFFSHORE’S ACTIVITIES lower-emission solutions have been accelerating, with
Almost two years after the COVID-19 pandemic changed clients repositioning and adjusting their strategies towards
the world, the demand for oil recovered to near pre- operating in a carbon-neutral environment. In addition,
COVID-19 levels and oil prices reached multi-year highs. there is an increasing focus across most sectors on
Whereas in 2020, there were only three FPSOs awarded in Environmental, Social and Governance (ESG) targets.
the market, in 2021 this figure increased to nine FPSOs.
Most of these projects are in SBM Offshore’s key regions of
Brazil and Guyana.

OUTLOOK OF WORLD ENERGY DEMAND

POPULATION URBANIZATION GLOBAL ENERGY DEMAND


7.7 billion (2019) Bigger cities + 25% (2040)
9.2 billion (2040) 65% of population living Led by China & India
in big cities by 2040

OIL ENERGY DEMAND GAS ELECTRICITY RENEWABLES


increasing throughout Continued growth + 58% (2040) + 450% (2040)
the next decade in energy mix Driven by Solar and Wind

Sources: IEA World Energy Outlook, United Nations


World Urbanization Prospects, worldometers.info

MACRO TRENDS operations expertise and financing capabilities will be


According to the United Nations’ world population needed to deliver sizeable deep-water projects across the
projection, by 2040, the world population will surpass 9 energy mix. In addition, its success will depend on
billion people, with 65% of the total population living in big partnering with other companies similarly committed to its
cities close to the oceans. Global energy demand is set to energy transition strategy and activities, with a focus on
grow by more than 25% in the coming decades. While oil lifecycle value of projects, from early client engagement
and natural gas will still play a significant part in the primary until end of field recycling phases.
energy mix, renewable energy is increasing its share. The
demand for oil is expected to continue to grow in the 1.2.2 STAKEHOLDERS AND MATERIAL
coming years, after which it should plateau towards the end TOPICS
of the decade. Despite this, field depletion plays an
important role for new greenfield projects to be SBM Offshore values its stakeholder network, which
sanctioned. Supply gaps are probable and offshore deep consists of people and organizations with high standards in
water oil production will continue in the years to come. life and business. This network is the basis for a sustained
Geopolitical events make energy supply and demand and sustainable business.
inherently volatile. Section 1.4.3 presents climate change
scenarios which provide insight into various possible The main stakeholders are SBM Offshore’ clients,
developments relating to decelerated and accelerated employees, business partners, suppliers, shareholders and
energy transition paths. banks (lenders). Other important stakeholders are
regulators, class society organisations, yards, export credit
SBM Offshore expects that, in the coming years, a agencies, local communities, non-governmental
combination of a robust technology portfolio, strong organizations (NGOs), industry associations, universities,
project management and engineering capabilities, researchers and potential investors. Throughout the year,

16 - SBM OFFSHORE ANNUAL REPORT 2021


SBM Offshore engages with these stakeholders and listens In 2021, engagement through digital means was key as the
to their feedback, as part of its daily business. pandemic continued. The process is explained in section
5.1.2, with example engagement mentioned in below table.

Example engagements during 2021

Stakeholder Group Engagement


All key stakeholders Materiality update video-calls.
Employees Pulse Survey, Management Calls & Virtual Townhalls.
Shareholders Virtual Annual General Meeting. Engagement with representative groups – e.g. VBDO (Dutch
Association of Investors for Sustainable Development).
Project lenders Online ’Sustainability Day’ addressing energy transition, the shift to renewable energy markets;
emissionZERO® and recycling.
CLIENTS
EMPLOYEES
MATERIALITY ANALYSIS
LENDERS a) to influence stakeholder decisions and b) to have
PARTNERS stakeholder interests and the impact
In order to understand significant economic, environmental and social impact. The
SBM OffshoreREGULATORS
has, SBM OffshoreSTAKEHOLDER
conducts interviews
LONGwith
LIST TO interviews
STAKEHOLDERare carried out to reinforce
ANALYSIS SBMFOR
ACTION Offshore’s
CLASS SOCIETY MAP SHORT LIST INTERVIEWS & REPORTING STRATEGY
stakeholders to understand
SHAREHOLDERS
which topics are
& LONG LISTING
of importance strategy and amend if necessary, in &
& SURVEYS
order to obtain an
PLANNING
to stakeholders. This assists in determining which topics
SUPPLIERS updated overview of the Material Topics. The below figure
NGO Topics against which SBM Offshore
become the Material illustrates the process. Further explanation is given in
YARDS
measures and assesses its performance, with the outcome section 5.1.2.
explained in this report. These are topics considered

APPROACH TO MATERIALITY ANALYSIS

CLIENTS STAKEHOLDER STAKEHOLDER ACTION FOR


MAP LONG LIST TO INTERVIEWS ANALYSIS STRATEGY
EMPLOYEES & LONG LISTING SHORT LIST & SURVEYS & REPORTING & PLANNING
LENDERS
PARTNERS
REGULATORS
CLASS SOCIETY
SHAREHOLDERS
SUPPLIERS
NGO
YARDS

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 17


1 BUSINESS ENVIRONMENT
A topic that has gained importance is the Energy working, as well as partially mitigating the challenge of
Transition. Many stakeholders agree that it is one of the attracting talent to the industry.
key challenges this industry faces, and is critical in dealing
with climate change-related challenges, as well as Retaining & Developing Employees is a material topic for
providing a source of future economic value. multiple reasons, most importantly because large resource-
intense projects such as offshore field developments rely
Stakeholders see a role for SBM Offshore in applying its heavily on best practices and past experience. Experienced
experience, technology and capability to make the energy staff increase efficiency and reduce risk in projects.
transition happen. Employees value the commitment of
SBM Offshore as it allows them to work on renewable SBM Offshore’s ongoing engagement with stakeholders, as
energy and other innovative, lower carbon solutions. well as the interviews, has reinforced SBM Offshore’s vision,
Furthermore, investors and lenders are interested in values and strategy. It also confirms some of the risk
working with industry players on the development of new mitigations undertaken by SBM Offshore, as highlighted in
energy solutions. Supply chain partners of SBM Offshore section 1.4.
are typically involved in gas and renewable energy
developments that contribute to cleaner energy supply. Above all, the Material Topics indicate potential conflicting
dilemmas, the key ones being:
When it comes to Economic Performance, SBM Offshore’s 1. The trade-offs between safe, sustainable and
integrated business model is seen as a strength. Clients affordable in developing energy projects, especially
and lenders see strong benefits in an integrated contractor the continued need for increasingly sustainable
that can manage complex projects and risks plus offer hydrocarbon-based energies against global ambitions
financing solutions to enable large offshore developments. on climate change. The trade-offs are carefully
A robust business model is critical in navigating shorter balanced in taking a course compatible with net-zero
market cycles and increased volatility. Market Positioning by no later than 2050.
is seen as driver for future economic performance and is 2. The trade-offs within and between different
referred to as key enabler in attracting and retaining talent. stakeholders as interests differ between groups, but
Strong ranking in ESG ratings is seen as a positive also at times, within same stakeholder groups.
contributor to market positioning.
Having the right vision and values provides a strong
For most stakeholders, Operational Excellence & Quality framework for balancing these trade-offs, setting
drive predictability, which is especially sought after in objectives, defining a strategy and managing performance
CAPEX- and resource-intensive projects with a global accordingly.
footprint. The same applies for fleet operation services and
managing a global supply chain. Class society companies −
providers of classification and certification services − take a
specific interest in this area. Joint venture partners of
SBM Offshore also value operational excellence & quality
as they enable predictable benefits from their stake in the
asset.

Emissions, both air- and ocean-related emissions, and


particularly greenhouse gas (GHG) emissions, dominate
concerns on this topic. Clients and vendors are increasingly
committing to net-zero ambitions, in line with the Paris
Agreement, with programs in place to reduce CO2 and
methane emissions.

Innovation matters to SBM Offshore’s stakeholders as a


source of future value. Stakeholders refer generally to
technology development – although innovation is seen as
broader. For instance, stakeholders see business model
transformation – such as SBM Offshore’s Fast4Ward®
program – as innovation. Regarding Digitalization,
stakeholders see strong potential in leveraging data and
digital technology to define new businesses and ways of

18 - SBM OFFSHORE ANNUAL REPORT 2021


MATERIALITY MATRIX

Energy Transition

Ethics and Compliance


INFLUENCE ON STAKEHOLDER
ASSESSMENTS & DECISIONS

Employee health safety


Emissions and security

Climate change
management and
adaptation Market Economic Performance
Innovation positioning

Responsible Operational excellence


supply chain and Partnerships and quality
adaptation Digitalization

Retaining Human Rights


Circularity and and developing
Attracting asset recycling employees
Social employees
Impact Diversity
and inclusion

Impact on biodiversity
Natural resource and waste management

SIGNIFICANCE OF ECONOMIC,
ENVIRONMENTAL, & SOCIAL IMPACTS

Key Topics Material Topics

SBM OFFSHORE ANNUAL REPORT 2021 - 19


1 BUSINESS ENVIRONMENT

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.

We share our experience to make it happen.

OUR VALUES Entrepreneurship


SBM Offshore’s core values reflect its long history of SBMers have an entrepreneurial mindset in everything they
industry leadership. They are the essence of SBM Offshore, do. They deliver innovative and fit-for-purpose solutions
defining who each SBMer is and how SBM Offshore works. with passion. In doing so, SBM Offshore aims to exceed its
The values create the company culture, which guides each clients’ expectations and proactively achieve sustainable
employee to help achieve SBM Offshore’s vision wherever growth through balancing risks and rewards.
SBM Offshore operates around the world.
Ownership
Integrity SBMers are all accountable for delivering on their
SBMers act professionally and in an ethical, honest and commitments and pursuing SBM Offshore’s objectives with
reliable manner. Transparency, doing the right thing and energy and determination. Quality is of the essence.
consistency are essential to the way SBM Offshore behaves SBMers say what they do and do what they say.
towards all of its stakeholders.

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.

20 - SBM OFFSHORE ANNUAL REPORT 2021


1.3.2 AMBITION AND STRATEGY
SBM Offshore has developed its ambition and a strategy
framework by developing a strong understanding of mega
trends, with associated scenario-planning and detailed
strategies. Combined with feedback from stakeholders, as
defined in 1.2.2, SBM Offshore’s strategy ensures
stakeholder needs are addressed.

SBM Offshore’s ambition between now and 2030 is to grow


and create long-term value for its stakeholders. We refer to
this as Ambition 2030. In order to do so, it has set targets
and indicators in three main areas: grow free cashflow over
the period, ensure a steady flow of new contracts within
SBM Offshore’s core business (2+ FPSOs a year) and
position SBM Offshore in the gas and renewables market
(to achieve >2 gigawatt (GW) floating offshore wind
installed or under construction by 2030).

In line with its vision and ambition, SBM Offshore’s strategy


is based on three strategic pillars: Optimize, Transform and
Innovate:
■ Optimize – Improving competitiveness and delivering

the backlog, with HSSE and process safety as main


priorities; ensuring the highest standards of compliance,
operational excellence and quality; focusing on business
continuity and on cash generation and preservation.
■ Transform – Investing in transformation programs and

unlocking value for SBM Offshore’s stakeholders:


Fast4Ward®, Digital Transformation, Sustainability and
emissionZERO®.
■ Innovate – Preparing for the future, investing in

technology and innovation, and focusing on the energy


transition.

SBM Offshore manages its performance through a


balanced scorecard framework.

SBM OFFSHORE ANNUAL REPORT 2021 - 21


1 BUSINESS ENVIRONMENT

OUR STRATEGY AND MATERIAL TOPICS

OPERATIONAL EXCELLENCE & QUALITY


Target Excellence program

HUMAN RIGHTS
SBM Offshore’s Human Rights Standards

RETAINING & DEVELOPING EMPLOYEES


People Development program

OPTIMIZE ECONOMIC PERFORMANCE


Ambition: Grow free cashflow

ETHICS & COMPLIANCE


Zero Tolerance for deviations

HEALTH, SAFETY & SECURITY


No Harm, No Leaks, No Defects

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

22 - SBM OFFSHORE ANNUAL REPORT 2021


1.3.3 VALUE CREATION
Supplying safe, sustainable and affordable energy from the
oceans is the basis for long-term stakeholder value, which is
defined by the 11 material topics and which form the basis
for sustained value creation. Value is defined by the results
achieved on the material topics, the associated benefits for
SBM Offshore’s stakeholders and the impact SBM Offshore
has on Sustainable Development Goals. The outcomes are
described in sections 2.1 and 2.2.

In order to create value for stakeholders, SBM Offshore


assigns resources to activities along the project lifecycle.
The value creation model, below, connects stakeholder
expectations with SBM Offshore’s activities and its overall
impact on the external environment. For each material
topic, the model describes how SBM Offshore deploys
capital, which flows into the various activities of the
business model. The outputs from the business model
create value for stakeholders and have SDG contributions.

SBM OFFSHORE ANNUAL REPORT 2021 - 23


VALUE CREATION MODEL
1 BUSINESS ENVIRONMENT
MATERIAL IMPACT
KEY INPUTS OUTPUTS/OUTCOME
TOPICS SDGS

• 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

HEALTH, • Human: HSSE Training, Culture


• Recordable Injuries better
SAFETY & • Intellectual: Life365
than target
SECURITY • Manufactured: Asset Integrity

• Human: training & Human • High risk vendors screened


Rights professionals • Vendors signed Supply Chain
HUMAN RIGHTS
• Social: Vendor Screening Charter
• Employee Training

• Human: Training, Culture


• Uptime
OPERATIONAL Intellectual: Right365,
SBM OFFSHORE LIFECYCLE

• Project Delivery
EXCELLENCE & Fast4Ward®
• Cost of Non-Quality
QUALITY • Manufactured: Fleet, Projects
• Certifications
• Social: Qualified Vendors

• Human: SBMers • Employee Turnover


RETAINING & • Intellectual: LUCY HR System Rate
DEVELOPING & Capacity Planning • Completion Performance
EMPLOYEES • Social: Contractors, Partners Review Cycle
• Managed Gender Pay Gap

• Financial: Project Funding


• Intellectual: Fast4Ward®,
ECONOMIC Technical Standards • Cash Flow
PERFORMANCE • Manufactured: Fleet & Projects • EBITDA
• Social: Clients, Partners,
Investors

• Intellectual: emissionZERO® • GHG Emission


EMISSIONS • Manufactured: Fleet & Projects Reduction
• Natural: Energy Used • 0 Oil Spills

• Intellectual: Transformation
Program
• CAPEX/OPEX Saved
DIGITALIZATION • Manufactured: Data
• Increase of data signals
• Social: Vendors, Partners

• Financial: R&D Spend


INNOVATION • Market Readiness
• Intellectual: Patents

• Financial: R&D Spend to


ENERGY • Projects under
Non-carbon
TRANSITION • Intellectual: FOW, WEC S3®
development

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

OPERATIONS FLOATING NEW ENERGIES


Ocean Infrastructure PRODUCTION SYSTEMS & SERVICES
Growing the Core New Energies

GROUP HSSE GLOBAL RESOURCES


& OPERATIONAL EXCELLENCE & SERVICES
HSSE, Operational Excellence People, Processes,
and Quality Tools Development

CORPORATE FUNCTIONS
Business Enablement & Control

LIFECYCLE VALUE and product development on further improvement of


SBM Offshore’s clients typically control the complete value SBM Offshore’s solutions and the commercial management
chain, from the initial offshore exploration phase to the of prospects. After commercial success, the Project
physical distribution of energy. SBM Offshore adds value Execution phase begins, during which SBM Offshore
along the full lifecycle of ocean infrastructure projects, executes Engineering, Procurement, Construction &
including operations & maintenance services. Installation (EPCI). Specific to the renewable energy
SBM Offshore also provides energy distribution solutions, business is the co-development of Floating Offshore Wind
such as CALM buoys and digital solutions through its Smart projects and securing seabed rights and relevant permits in
Digital Services offering. cooperation with the client.

R&D and Business Development EPCI


SBM Offshore engages in Research and Development. Engineering & Design delivers conceptual studies, basic
Business Development works on early market opportunities design and detailed design through in-house resources.

SBM OFFSHORE ANNUAL REPORT 2021 - 25


1 BUSINESS ENVIRONMENT
Procurement of equipment and services represents a activities and has agreements in place with yards that allow
substantial part of the total cost of constructing a floating delivery of floating production systems through different
production system. SBM Offshore has an integrated supply execution models and local content requirements. The
chain, in line with its Fast4Ward® principles, partnering with installation of floating facilities is carried out using
suppliers to execute projects. specialized installation vessels and requires specific
WIND FARM
engineering expertise and project management skills.
While maintaining responsibility for delivery and project
management, SBM Offshore outsources most construction WAVE

SBM OFFSHORE’S BUSINESS MODEL

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

Operations Recycling Regulation − or equivalent standards should EU


SBM Offshore provides operation and maintenance Ship Recycling Regulation not be applicable − to recycle its
services on behalf of its clients. This activity creates value units, using certified and regularly audited recycling yards.
for clients, as the uptime performance of the facility directly The processes surrounding the end-of-life recycling of
impacts the amount of energy produced. products are vital to sustainability and SBM Offshore works
to ensure that green recycling is carried out and that
For FPSOs these services can be based on fixed lump sum internationally-recognized regulations are followed.
or reimbursable contracts. SBM Offshore has a ’Vessel Decommissioning and
Recycling Process’, which details the key steps in
Decommissioning and Recycling conducting the green recycling of an offshore unit.
At the end of the lifecycle, facilities are decommissioned
and recycled. For FPSOs, SBM Offshore applies the Hong
Kong Convention rules and the principles of the EU Ship

26 - SBM OFFSHORE ANNUAL REPORT 2021


SBM Offshore works with recycling facilities that have
adequately trained management and staff and the required
health and safety procedures in place. SBM Offshore’s
process includes inspecting all vessels for hazardous
materials and ensuring a controlled removal and disposal of
such materials as part of the decommissioning and
recycling of the vessel. SBM Offshore considers the
environmental and social impacts related to the
decommissioning and recycling activities of each vessel,
with the objective of minimizing adverse impact.

Financing
SBM Offshore ensures optimum results for clients by
offering various financing models:
■ Under a Lease & Operate contract, the facility is sold to

asset-specific companies to charter the asset for the


client throughout its lifecycle. The project debt-financing
is arranged at the asset-specific company level, based
on the facility’s value (which is based on construction
costs and a margin). SBM Offshore’s Revolving Credit
Facility is generally used to cover the period before
project debt-financing is in place. SBM Offshore tends to
optimize debt-financing in asset-specific companies on
a ’non-recourse’ basis, in order to optimize return on
equity and achieve an appropriate balance of risk
allocation. Upon acceptance of the production system
by the client, generally upon production start,
SBM Offshore’s corporate guarantee is relinquished and
the project debt becomes non-recourse to the parent.
■ Under a direct sale, the construction is financed by the

client, and a margin is generated from the turnkey sale.


■ Under a hybrid of the two above, such as the build-

operate-transfer (BOT) model, SBM Offshore builds and


commissions the unit and operates it during a defined
period (the crucial start-up phase). The transfer of
ownership to the client then occurs at the end of this
defined period.

SBM OFFSHORE ANNUAL REPORT 2021 - 27


1 BUSINESS ENVIRONMENT

1.4 RISK MANAGEMENT reward, relative to potential opportunities. The


measurement of the underlying metrics is done every
1.4.1 RISK APPETITE quarter and presented to the Audit and Finance
Committee.
The Risk Appetite Statement 2021 sets the guidance and
boundaries for the activities conducted by SBM Offshore in
The significant parts of SBM Offshore’s Risk Appetite
pursuit of its strategic objectives. The Management Board
Statement are displayed below.
reviews the Risk Appetite Statement annually to ensure that
SBM Offshore maintains the balance between risk and

Material Topic Activities guided by Risk Appetite, i.e. activities … Guidance


which are non-compliant with the Code of Conduct and related laws
Zero tolerance
and regulations
Ethics & Compliance
for which a country or business partner is sanctioned, and/or whose
Zero tolerance
decision makers do not share the same compliance principles
Employee Health Safety &
causing harm to people, damage to assets or the environment No appetite
Security
Human Rights which are violations of SBM Offshore’s human rights standards No appetite
Operational Excellence &
resulting in ’non-quality’ before, during and after a project Limited appetite
Quality
Retaining and developing impacting the retention, development and health of SBM Offshore’s
Limited appetite
employees employees
resulting in balance sheet risk as a result of commercial opportunities
Limited appetite
Economic Performance for which the bankability cannot be reasonably confirmed
severely impacting profitability of SBM Offshore Limited appetite
Emissions resulting in an increase of emissions intensity of SBM Offshore’s Limited appetite
products and deviations from net-zero ambitions
Digitalization exposing SBM Offshore considerably to cybersecurity risks No appetite
exposing SBM Offshore to severe damage due to application of
Innovation Limited appetite
unproven technologies
Energy Transition exposing SBM Offshore to significant, unproven commercial models Limited appetite
resulting in M&A activities with high process safety risks and/or higher
Market Positioning No appetite
emissions

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

28 - SBM OFFSHORE ANNUAL REPORT 2021


1.4.2 SIGNIFICANT RISKS TO THE
BUSINESS

SIGNIFICANT RISKS TO THE BUSINESS


Assessed and mapped against Material Topics and internal risk reports

RISK OVERVIEW 2021

STRATEGIC FINANCIAL

Climate Change Funding

Technological developments COMPLIANCE RISKS

Portfolio Changes in laws and regulations

Competitiveness Governance, transparency and integrity

3rd parties

Oil price

OPERATIONAL RISK EXPOSURE *

Process safety events

Project execution RISK IS RISK IS RISK IS STABLE


INCREASING DIMINISHING
Transformation
* Management assessment of how the inherent risk
Cybersecurity and data protection exposure (i.e. excluding our mitigating measures)
is expected to develop in the coming 3 years
Enduring effects of the
COVID-19 pandemic

Human capital

Supply Chain constraints

SBM OFFSHORE ANNUAL REPORT 2021 - 29


1 BUSINESS ENVIRONMENT

RISK DEFINITION RESPONSE MEASURES


Strategic Risks
Climate change SBM Offshore could face the impact of an SBM Offshore continuously updates its offerings in light
accelerated energy transition driven by of the changing energy landscape. It is enhancing
climate change. SBM Offshore may miss products from its New Energies & Services (NES) portfolio
opportunities if it does not succeed i) in through investment in new technology. In addition,
marketing competitive, sustainable SBM Offshore is reducing the emissions of its existing
technologies and/or (ii) enhancing the energy units through emissionZERO®.
efficiency of its existing offerings.
See sections 1.4.3 and 2.1.10.
Technological SBM Offshore is committed to pioneering SBM Offshore employs a rigorous Technology Readiness
developments new technologies, incl. digitalization and New Level (TRL) assessment of new technologies, which are
Energies products, and maintaining a high verified and controlled at several stages during the
level of technical expertise. Main risks include development phase before being adopted on projects. A
the possibility of deploying immature new strong technical assurance function ensures compliance
technologies or implementing proven with internal and external technical standards, regulations
technologies incorrectly, potentially causing and guidelines.
damage to SBM Offshore’s business results
and reputation. See section 2.1.9.
Portfolio SBM Offshore has a concentration of fossil- SBM Offshore aims to achieve a more balanced portfolio
fuel related business activities in Brazil and by diversifying into new markets, with different products,
Guyana. SBM Offshore could thus have such as in New Energies & Services (NES) and developing
impact from changes in local legislative and low emission products. SBM Offshore conducts thorough
business environments, potentially affecting risk assessments before any new country entry and
SBM Offshore’s business results. actively engages with its clients to monitor and mitigate
the respective country-related regulatory, commercial and
technical risks.

See section 1.2.1.


Competitiveness Some of SBM Offshore’s Product Lines are in To drive better performance, delivered faster,
− or could be facing − harsh market SBM Offshore has taken various initiatives in relation to
conditions. To win projects, SBM Offshore digitalization and standardization, which are the basis for
needs to remain competitive in terms of price SBM Offshore’s Fast4Ward® approach.
(by reducing costs), schedule (by shortening
the date to first oil) and quality (by providing See section 2.1.
best-in-class products).
3rd parties SBM Offshore’s activities leverage financial, Through robust processes, executed by subject matter
strategic and operational partners in order to experts within the relevant functions of SBM Offshore,
build new business and execute projects. SBM Offshore aims to select appropriate parties to work
Partnerships which do not live up to with. Examples of functions involved are Supply Chain,
SBM Offshore’s expectations may affect the Construction, Compliance and Human Rights.
performance of projects and overall
ambitions of SBM Offshore. See sections 2.1.4.3 and 2.1.3.
Oil price A limited headroom between the actual oil SBM Offshore aims to maintain double resiliency in the
price and the breakeven oil price is an volatile market environment by focusing on offering
inherent risk for upcoming projects. These clients cost competitive and low carbon footprint
projects could be put under scrutiny as well solutions. SBM Offshore is also actively diversifying the
as investments to achieve SBM Offshore’s product portfolio, e.g. to have >2GW of Floating
emissionZERO® ambition. Offshore Wind (FOW) installed or under construction by
2030.

See section 2.1.11.

30 - SBM OFFSHORE ANNUAL REPORT 2021


RISK DEFINITION RESPONSE MEASURES
Operational Risks
Process safety Potential acute or chronic exposure to SBM Offshore manages its HSSE-related risks under three
events hazards during SBM Offshore’s product life streams: i) engagement through development of a
cycle can trigger an impact on people, the positive and proactive culture of care and leadership; and
environment or assets. This can have further ii) alignment of practices as defined by management
impact on other risks identified (such as systems (this is supported by assurance of competency);
human capital, access to funding). and iii) predictive maintenance and proactive
management of asset integrity to ensure suitability of
critical plant systems. SBM Offshore enables learning,
whereby lessons learned in operational experience
facilitate risk-based decision-making in the Win and
Execute phase, bringing safer design options, predictive
maintenance and a focus on safety and environmentally
critical equipment and tasks.

See section 2.1.2.


Project execution Inherent project risks exist, owing to a Managing projects is part of SBM Offshore’s DNA. Proper
combination of potential effects of the business-case analysis, suitable project management
COVID-19 pandemic, geo-political, capabilities and capacities, combined with
regulatory, technical and third-party risks. This SBM Offshore’s professional ways of working, processes
could lead to a potentially negative impact and procedures mitigate project execution risk.
on people, the environment, reputation, cost Additional risk-mitigating measures are in place related to
and schedule. the knowledge and understanding of the countries in
which project execution and delivery take place.

See section 2.1.4.


Transformation SBM Offshore needs to ensure that the Change management has been identified as a key
benefits of its Fast4Ward®, emissionZERO® success factor of the Fast4Ward®, emissionZERO® and
and Digitalization program are reaped. Digitalization programs. Change management
Failure to achieve the anticipated benefits ambassadors have been appointed and are working
could damage SBM Offshore’s closely with the business in the journey towards the new
competitiveness. ways of working.

See sections 2.1.8 and 2.1.9.


Cybersecurity SBM Offshore relies on data, much of which is The evolving nature of cybersecurity threats, including
and data confidential and is stored and processed in personnel working from home as a result of COVID-19,
protection electronic format. Intrusion into requires ongoing attention. There is continuous
SBM Offshore’s data systems may affect improvement to reduce risks through investment in
onshore and offshore activities. Secondary hardware, software, monitoring and awareness training.
risks include theft of cash, proprietary and/or The ability of the IT architecture and associated processes
confidential information, with potential loss of and controls to withstand cyber-attacks and follow
competitiveness and/or business interruption recognized standards is subject to 24/7 monitoring,
as a consequence. independent testing and audits.
Enduring effects Continuation of the effects of COVID-19 When the consequences of the COVID-19 were felt in
of COVID-19 could cause an impact on employees and 2020, SBM Offshore put in place a robust oversight
their families, and on aspects of the project framework which sought to mitigate the impact on
life-cycle and supply chain. Globally, this SBM Offshore and its employees. In 2021, SBM Offshore
could cause disruption in the execution of has been optimizing measures based on experience from
projects and fleet operations. 2020 to focus on areas such as protecting employees
from COVID-19, offshore job rotation and mental health.

See section 2.1.5.


Human capital SBM Offshore aims to source and retain the SBM Offshore remains focused on the health and well-
correct capacity and capabilities of its human being of employees. To maintain capacity and
resources to support existing and upcoming capabilities, SBM Offshore has streamlined its operating
projects, as well as to maintain the model and engages in partnerships. A talent
operational fleet. Failure to attract, care for development program is in place to engage and retain
physical/mental health and retain staff, key personnel, thereby ensuring a sustainable future.
especially in light of COVID-19, could have an
adverse impact on SBM Offshore’s operations See section 2.1.5.
and quality of execution of projects.

SBM OFFSHORE ANNUAL REPORT 2021 - 31


1 BUSINESS ENVIRONMENT

RISK DEFINITION RESPONSE MEASURES


Supply Chain A ramp-up of the post-COVID economy puts Management of supply chain risks is a cross-functional
constraints increased pressure on SBM Offshore’s supply activity, in order to build flexibility, redundancy and
chain, resulting in increased demand, limited ultimately resilience. Through strategic sourcing
availability and eventually increased prices programs, SBM Offshore aims to mitigate the exposure
charged by SBM Offshore’s suppliers and from supply-chain-related risks.
vendors.
See section 2.1.4.3.
Financial Risks
Funding Financial institutions are facing increasing SBM Offshore aims to maintain an optimal capital
scrutiny on their exposure to fossil fuel structure and actively monitors its short- and long-term
related projects. Access to debt and equity liquidity position, including the RCF and cash in hand.
funding is essential to the execution of FPSO SBM Offshore aims to have sufficient headroom in
projects, and failure to obtain funding could relation to the financial ratios agreed with RCF lenders.
hamper SBM Offshore’s growth and ultimately The covenants are monitored continuously, with a short-
prevent it from taking on new Lease & and a long-term time-horizon. Adequate access to debt
Operate projects. and equity funding is secured through use of
SBM Offshore’s existing liquidity, by selling equity to
Financial covenants may need to be met with third-parties, the use of bridge loans and long-term
SBM Offshore’s Revolving Credit Facility (RCF) project financing. Debt funding is sourced from multiple
lenders, as well as under certain project markets, such as international project finance banks,
financing facilities. Failure to comply with the capital markets transactions and Export Credit Agencies.
covenants may adversely affect
SBM Offshore’s ability to finance its ongoing
activities.
Compliance Risks
Changes in laws Changes in tax- and regulatory frameworks, SBM Offshore takes great care to carry out its activities in
and regulations for example the implementation of the compliance with laws and regulations, including
Global Anti-Base Erosion Proposal (GloBE) – international protocols or conventions that apply to its
Pillar 2, or laws that require certain levels of specific segments of operation. SBM Offshore values
local content, may expose SBM Offshore to public perception, good relationships with authorities and
financial impact. is committed to acting as a good corporate citizen. The
monitoring of laws and regulations is carried out
If not properly identified and taken into continuously with attention and substantive changes are
account, these changes may result in fines, escalated.
sanctions or penalties.
The impact on the Company as a result of GloBE, if any,
will only be known with sufficient accuracy when the
OECD has released the commentary associated to the
Model Rules and after the EU has reached an agreement
on the Pillar 2 directive. The financial risk of change in
laws and regulations is mitigated as much as possible in
contracts.

See section 3.7.


Governance, Fraud, bribery or corruption could severely SBM Offshore’s Compliance Program provides policy,
transparency and harm SBM Offshore’s reputation and business training, guidance and risk-based oversight and control of
integrity results. Failure by employees or business compliance, to ensure ethical decision-making. The use
partners to live up to SBM Offshore’s values of digital tools supports the continuous development of
could lead to SBM Offshore incurring financial SBM Offshore’s Compliance Program. SBM Offshore’s
penalties, reputational damage and other Core Values, Code of Conduct and Anti-Bribery and
negative consequences. Corruption Policy provide guidance to employees and
business partners on responsible business conduct in line
with SBM Offshore’s principles, which are further
reinforced by contractual obligations where applicable.

See section 2.1.1.

32 - SBM OFFSHORE ANNUAL REPORT 2021


1.4.3 CLIMATE CHANGE RISK & Climate change impact assessments are also undertaken
OPPORTUNITY for client projects, in close co-operation with project
lenders and external consultants, and provide insight on
A key challenge, and an opportunity, for SBM Offshore is to the physical and transitional risks on these projects.
make a real and meaningful contribution to the energy Examples of the physical risk metrics used are the exposure
transition. SBM Offshore is aware of the time-pressure to flooding in yards under different climate scenarios and
building for the world to achieve a responsible transition in the number of storms in offshore locations. Transitional risk
which energy stays affordable to those in need, while metrics examine the exposure to oil & gas supply/demand
mitigating climate change impacts from greenhouse gas changes under various scenarios and the potential impact
emissions from more traditional forms of energy. of carbon pricing.
SBM Offshore’s vision for safe, sustainable and affordable
energy is founded upon the belief that it has a role to play SBM Offshore applies these insights to its strategy
in the physical and transitional challenges that climate development and actions as part of its Enterprise Risk
change brings. Management process. The sections below cover the
mitigation of significant risks relating to climate change and
SBM Offshore commits to a strategy and actions portfolio risk, as explained in section 1.4.2.
compatible with its ambition to achieve net-zero by no later
than 2050, including emissions in Scope 1, Scope 2 and SBM OFFSHORE’S STRATEGY AND CLIMATE
Scope 3 – Downstream Leased Assets. SBM Offshore CHANGE
envisages to apply a science-based approach, using key Taking part in the energy transition and decarbonization of
frameworks such as below, or equivalent: business operations are key elements of SBM Offshore’s
1. Assess the impact on the business using frameworks strategy. SBM Offshore sets targets accordingly − most
from the Task Force on Climate-Related Financial notably Ambition 2030, explained in section 1.3, and
Disclosures (TCFD). specific targets under SDGs 7, 9 and 13, as per section 2.2.
2. Set targets, using guidance from the Science Based
Targets initiative. Under the strategy pillar Optimize, SBM Offshore focuses
3. Measure performance, based on guidance from the its efforts towards Target Excellence over the lifecycle of its
Greenhouse Gas Protocol and the EU Taxonomy. assets, including asset integrity and operational readiness
4. Disclose performance, leveraging above standards to in the various weather conditions these assets are designed
disclose in this Report and the CDP Benchmark. for. Furthermore, SBM Offshore is working to optimize its
disclosure under the TCFD framework.
Through the above, SBM Offshore contributes to a
responsible energy transition, where the safety, affordability The strategic pillar of Transform includes the
and sustainability of energy are balanced to benefit the emissionZERO® program, under which SBM Offshore
world. addresses decarbonization of its solutions, hence
contributing to reduction of greenhouse gases.
Climate Change Management and Adaptation is a key
topic and discussed at Management Board level.This is the Finally, under its Innovate strategic pillar, SBM Offshore
case for regular performance management meetings – focuses on the energy transition, i.e. bringing lower and
where performance of New Energies and the non-carbon energy production solutions to market, such as
emissionZERO® transformation program is reviewed. On a floating offshore wind, wave energy and hydrogen, as
quarterly basis, progress on the UN SDGs is discussed, explained in section 2.1.10.
including climate-change-related company targets. Climate
change risk and opportunities are also discussed as per the FUTURE-PROOFING: CLIMATE CHANGE
risk-management cycle described in section 3.6. Outcomes SCENARIOS
of these meetings are, for example, the risk appetite SBM Offshore has adopted two climate change scenarios
statement mentioned in section 1.4.1, the long-term goals to future-proof current strategy and take appropriate
described in section 2.2 and the climate change ambitions action. The scenarios are based on the International Energy
and scenarios described in this paragraph. These scenarios Agency (IEA) and the Intergovernmental Panel on Climate
are part of an ongoing process to challenge perspectives Change (IPCC) data, as explained in section 5.1.4.
on the future business environment, rather than predictions 1. A steady Climate Change Scenario with a positive
of outcomes. Above ambitions reflect current impact on climate change, but which falls short of
understanding of the business and are subject to further meeting the Paris Agreement goals.
development in the future.

SBM OFFSHORE ANNUAL REPORT 2021 - 33


1 BUSINESS ENVIRONMENT
2. A bold Climate Action Scenario providing for strong and low carbon intensity of the projects SBM Offshore is
commitment towards targets, as per the Paris typically involved in, SBM Offshore expects its markets
Agreement. would suffer a relatively lower impact. This view is
supported by the climate change impact assessment
A number of conclusions can be drawn from the two undertaken for FPSO projects. Physical risks in this scenario
scenarios, based on indicators such as the energy mix, would still be present, but to a lesser extent than in the
demand for oil, carbon pricing and weather-related steady scenario.
indicators such as sea levels, floods, storms and heat waves.
Energy mix under steady and bold scenarios
In a steady scenario, oil demand would keep growing until (Index 2020 = 100)
2040 – beyond SBM Offshore’s assumptions in section 1.2. 120
In this scenario, there would be prolonged demand for oil- OIL SUPPLY (MTOE)
100
and gas-related floating energy production solutions. At 120
80
the same time, the market for wind energy would more
100
60
than triple between 2019 and 2040. The world would face a
80
greater adverse physical impact from climate change. 40

60
Global sea levels might rise between 44 and 101 cm by 20

2100, with rainfall extremes and the number of hot days 40


0
2019 2020 2025 2030 2035
increasing by 36% and 25% respectively. The physical risk 20
BASE STEADY (IEA STEPS) BOLD (IEA SDS)
for SBM Offshore is a disruption of onshore operations due 0
2019 2020 2025 2030 2035
to extreme weather events and climate patterns, either in
BASE STEADY (IEA STEPS) BOLD (IEA SDS)
its offices or at yard locations. Physical risks are less likely to
impact offshore operations, as the units are equipped to
withstand and/or avoid extreme weather events as was OFFSHORE WIND SUPPLY (BASED ON EJ)
seen, for example, in the case of Turritella (FPSO) during
1,000
the 2020 Atlantic hurricane season, where SBM Offshore
helped its client Shell to ensure safe operations by 750
1000
leveraging disconnectable technology and associated
procedures to activate these in order to mitigate extreme 750
500

weather events. SBM Offshore mitigates risks via specific


250
emergency response plans tailored to specific scenarios in 500

each location and more generally, through the mitigation of 0


250
process safety events and project execution risks, as 2019 2030 2040

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)

remote office working and dealing with potential disruption IMPACT


in construction activities. Physical impacts could provide
opportunities for SBM Offshore – i.e. by providing floating Steady scenario
■ Key risks in this scenario are: insufficient resources to
energy production systems with high resiliency. This is
keep up with demand in core markets; and lower new-
supported by the climate change impact assessment
market development owing to reduced need for
undertaken for FPSO financing projects.
diversification and the introduction of local carbon
prices. Even if the demand for hydrocarbons grows,
In the bold scenario, the energy mix would change more
access to high-rated funding for these projects might
rapidly towards lower and non-carbon energy sources than
become more challenging.
is assumed today. The demand for wind energy would
■ Key opportunities in the steady scenario are: the need
increase more than sevenfold between 2019 and 2040. This
for resilient ocean energy solutions owing to increased
scenario assumes that peak oil will have happened at this
weather events, a sustained demand for FPSOs and a
stage, with oil supply decreasing by 34% between 2019 and
larger opportunity for renewable energy solutions.
2040. According to the IEA, this scenario would require a
carbon price for advanced economies of US$100 per tonne
The bottom-line impact of the scenario is limited, namely a
CO2 by 2030, leading to additional costs for SBM Offshore
slight improvement in revenue potential through a stronger
customers, adding to CAPEX and OPEX requirements and
FPSO demand outlook and an opportunity for resilient
increasing the break-even prices of specific field
energy production solutions and projects. Any contingency
developments. Given the relatively low break-even prices
investments needed for weather-related CAPEX

34 - SBM OFFSHORE ANNUAL REPORT 2021


investments and operations disruption would need to be business case for renewable energy and emissionZERO®
borne by project pricing, with potential disruptions being products.
mitigated by force-majeure and emergency response plans.
Also, in a steady scenario the growth of the renewable The bottom-line impact of the scenario on demand for
energy demand remains robust and supportive to the SBM Offshore’s traditional markets could be significant if
growth of SBM Offshore’s New Energies value platform. unmitigated and, as such, it is covered by scenario planning
under SBM Offshore’s Group Strategy Development and
Bold scenario Performance Management approach. In particular, the
■ Key risks in this scenario are: the decrease in demand Growing the Core value platform is important in this
and access to funding for FPSOs with a traditional respect, as it aims for ’double-resiliency’, with:
emissions profile; insufficient internal resources to ■ emissionZERO® ensuring a lower carbon footprint of
address the energy transition; and increasing carbon SBM Offshore’s products and
taxes. ■ Fast4Ward® increasing the affordability of
■ Key opportunities in the bold scenario are: the SBM Offshore’s solutions.
development of new ocean energy solutions that
address the energy transition; increased customer For the New Energies value platform, a bold scenario
demand for zero-emission oil & gas solutions; and the would mean an increased market size and opportunity for
ability to attract new investors supporting higher revenues. This would require further growth of
SBM Offshore’s sustainability agenda. An increased CAPEX & OPEX into EU Taxonomy-eligible activities, as
carbon price would also lead to a more favorable described in section 5.1.5.

SBM Offshore Strategy and additional measures explored per climate change scenario

SBM Offshore Strategy Steady scenario Bold scenario


A strategy and action plan that is Key impact: Slight improvement in Key impact: Decline of demand for
compatible with the transition to net-zero FPSO demand outlook; opportunity for traditional products; leading to declines
by no later than 2050, including: resilient energy production solutions in revenue potential. Demand for
and projects. Additional potential renewable energy projects brings
response by SBM Offshore versus further significant revenue potential.
current strategy: Additional potential response by
SBM Offshore versus current strategy:
■ Targets: Ambition 2030, SDGs 7, 9 & 13 ■ Business Model/Portfolio Mix: ■ Business Model/Portfolio Mix:
■ Optimize: Target Excellence approach Increased focus on asset integrity in Increased partnering within the value
– including emissions management & light of climate change, alignment of chain on renewable energy &
asset integrity. TCFD-based disclosure. engineering designs with potential decarbonization, leveraging increased
■ Transform: Fast4Ward®, Digitalization change to Metocean data models. carbon price. Decelerate traditional
& emissionZERO® ■ Capabilities & Technologies: products.
■ Innovate: investment in New Energies Further invest in resources & people ■ Capabilities & Technologies:
and associated technology development perspective in light of Increased investment in alternative
development & services. emissionZERO® FPSO. Explore products and positions within the
further product development to value chain for energy transition.
address Climate Change Adaptation
& Management.

SBM OFFSHORE ANNUAL REPORT 2021 - 35


36 - SBM OFFSHORE ANNUAL REPORT 2021
SBM OFFSHORE ANNUAL REPORT 2021 - 37
INTEGRATED BUSINESS PERFORMANCE OVERVIEW
2 PERFORMANCE REVIEW & IMPACT
MATERIAL TOPIC KEY OBJECTIVES KEY OUTPUTS

• 96% Completion of Compulsory


• Zero tolerance for bribery, corruption,
Compliance Tasks (onshore)
ETHICS & fraud or any other form of misconduct
• 0 confirmed cases of corruption
COMPLIANCE • 2021: >92% completion of Compulsory
• 1 fine to close legacy issue in
Compliance Tasks
Switzerland

EMPLOYEE • No Harm, No Defects, No Leaks


HEALTH, SAFETY • 2021: Total Recordable Injury Frequency • TRIFR : 0.06
& SECURITY Rate (TRIFR) <0.18

• Fully embed human rights and social


performance within SBM Offshore to • 97% vendor screening on human rights
HUMAN RIGHTS achieve no harm for high risk vendors
• 2021: 90% vendor screening on human • 94% e-Learning completion
rights for high risk vendors

• No Harm, No Defects, No Leaks • 99.1% Uptime


OPERATIONAL
• 2021: Uptime at or above 99% • Project delivery
EXCELLENCE &
QUALITY • Project schedule, cost, quality • Renewed ISO certification
• Certifications • 0 significant operational fines

• Hire, retain & develop a diverse


RETAINING & • 99% completion performance
workforce with a wide range of
DEVELOPING appraisals
EMPLOYEES competencies
• 14% employee turnover rate
• 2021: People Development Cycle

• Ambition: Grow free cash flow


ECONOMIC • Underlying EBITDA US$931 million
• 2021: Directional EBITDA around
PERFORMANCE • Return to shareholders US$343 million
US$900 million
• emissionZERO®
• 2021: 1.6 MMSCF/D Average flaring • 1.66 MMSCF/D Average flaring
• 2021: Launch of 4 Low carbon Modules • Launch of 6 Low Carbon Modules
in F4W catalogue • 61% Reduction Airtravel Related
EMISSIONS
• 2021: 20% Reduction Airtravel Related Emissions versus 2019
Emissions versus 2019 • 66% better than water discharge
• 2021: >50% better than water discharge benchmark
benchmark
• Leveraging data & digital technology to
• Go-live ERP pilot
increase lifecycle value
• Work Fronts Management tooling
DIGITALIZATION • 2021: Digitalization Milestones – e.g.
• Launch of emissions e-dashboard
ERP, project management, operations
• 18% increase of data signals
tooling
• Develop and introduce new technologies
in line with net-zero & energy transition
• 35 TRL qualifications
INNOVATION ambitions of SBM Offshore
• 11 innovations market ready
• 2021: 44 Technology Readiness Level
(TRL) qualifications

• FOW project progress


ENERGY • >2GW FOW Installed Capacity by 2030
• FOW Joint Venture established
TRANSITION • 2021: 50% Non-carbon R&D
• 60% Non-carbon R&D

• 6 FPSO Projects under construction


• 2+ FPSOs per year average between • 15 assets in the fleet
MARKET
2019-2030 • US$29.5 billion directional proforma
POSITIONING
• 2021: Sustainability performance backlog
• 95th percentile S&P Global ESG rating
38 - SBM OFFSHORE ANNUAL REPORT 2021
Throughout 2021, the continuing challenging circumstances SBM Offshore has been able to finance projects while
due to the COVID-19 pandemic have been observed maintaining an open dialogue on ESG performance with
globally, and SBM Offshore’s priority has continued to be key lenders. An enhanced supplier-collaboration approach,
the health and safety of its staff and contractors, along with explained under 2.1.4, is benefiting SBM Offshore’s vendors
ensuring safe operations across all the Company’s activities. and yards. The integrated approach of SBM Offshore led to
The global task force, in place since 2020, has continued to shareholder value in 2021.
monitor the situation, on a daily basis, across all locations
worldwide. Mental health support initiatives as well as a Beyond this, SBM Offshore has made significant steps
vaccination promotion campaign have been rolled out to forward regarding the energy transition, in its approach to
mitigate some of the effects or consequences of the virus reducing emissions and further investing in renewable
for individuals and collectivity. energy.

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.

For clients SBM Offshore was able to deliver operational


excellence and quality and demonstrate solid economic
performance − both in SBM Offshore’s projects and fleet,
which also benefitted SBM Offshore’s partners in co-owned
companies. SBM Offshore is proud to have achieved a
strong health, safety and security performance during the
COVID-19 pandemic.

For employees, it has been a challenging year where


SBM Offshore needed to manage an increased work load
and a need to raise efficiency. SBM Offshore maintained an
open communication line to employees during this
challenging time, remaining focused on the development
of people while giving increased attention to mental health
and well-being, as explained in section 2.1.5.

SBM OFFSHORE ANNUAL REPORT 2021 - 39


2 PERFORMANCE REVIEW & IMPACT

2.1 PERFORMANCE REVIEW ■ Automated continuous monitoring of third parties (due


diligence process).
This section gives an overview of SBM Offshore’s ■ Registration and approval of charitable contributions
performance on the Material Topics as presented in section and sponsorships.
1.2.2, categorized in Optimize, Transform and Innovate ■ Gifts, hospitality and entertainment registration and
sections, as visualized in section 1.3.2. approval.
■ Annual compliance statements of designated staff.
The execution of this work is delegated to the business and
functions as mentioned in this section, with performance As part of performance management processes,
management supervised by the Management Board. For SBM Offshore sets, monitors and reports on compliance
further details on governance, refer to chapter 3. KPIs. Integrated quarterly group risk and compliance
reports are discussed with the Management Board and the
2.1.1 ETHICS & COMPLIANCE Audit and Finance Committee of the Supervisory Board.

MANAGEMENT APPROACH 2021 PERFORMANCE


In all communities in which SBM Offshore operates,
SBM Offshore is committed to conducting its business Notable developments and achievements in 2021
honestly, ethically, and lawfully, which is vital to maintain the ■ CGU officially released SBM Offshore from reporting

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

anti-money laundering or anti-competition laws, or any priorities.


other illegal or unethical conduct in any form by anyone ■ Annual (virtual) training for all staff (including offshore).

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.

40 - SBM OFFSHORE ANNUAL REPORT 2021


Overall number of Compliance Trainings applies controls and safeguards based on a lifecycle hazard
conducted in 2021 worldwide Trainings Training hours
management process and an integrated management
Face to face trainings1 1,839 1,998
system, the Global Enterprise Management System
e-Learnings2 9,172 6,804 (GEMS), underpinned by SBM Offshore’s Health, Safety,
Total 11,011 8,802 Security & Environment (HSSE) culture development
1 An employee can have attended multiple face to face trainings program. In line with SBM Offshore’s HSSE Human Rights
2 An employee can have completed multiple Compliance e-Learning
courses
and Process Safety Policy statement endorsed by the
Management Board, SBM Offshore defines its HSSE
Face to face training categories Trainings Training hours requirements relative to its hazard exposure in compliance
Annual Code of Conduct training 33 58 with applicable legal requirements and ISO standards, as
Targeted Compliance topic well as international oil and gas practices.
training1 1,713 1,851
Training of third parties2 93 89 SBM Offshore is continuing the journey towards Target
Total 1,839 1,998 Excellence (see section 2.1.3), with the objectives of No
1 Training on relevant Compliance topics for risk based target audiences
Harm, No Defects, No Leaks. For the No Harm goal,
2 Mainly strategic vendors, contracted yards and manpower agencies SBM Offshore expects employees and contractors to
intervene on unsafe acts, unsafe situations and non-
Speak Up Line reports Total compliance with the Life Saving Rules, stop the work if they
Reports received under SBM Offshore’s feel anything is unsafe and report any interventions and
Speak Up Policy 88 incidents. The Life365 program, an integral part of the
Target Excellence journey, frames the development of the
No confirmed instances of corruption occurred during HSSE leadership and culture development in
2021. SBM Offshore.

FUTURE SBM Offshore:


In 2022, SBM Offshore aims to continuously strengthen ■ Follows ISO17776 guidance on hazard management.
compliance management and control by focusing on the ■ Follows the best practices outlined in Center for
importance of the right behavior and through continuous Chemical Process Safety (CCPS) and Energy Institute (EI)
alignment with business needs and priorities. SBM Offshore guidance documents.
will continue to embed Compliance by: ■ Investigates incidents and identifies the immediate and
■ Promoting a speak up culture and responsible business
root causes to prevent re-occurrence.
conduct. ■ Values proactive consultation and open communication
■ Further developing digital tools.
with employees, encouraging participation in HSSE-
■ Increasing monitoring and reporting capabilities by
related initiatives, campaigns and Life Day.
progressing to data-driven compliance. ■ Has a health-control framework, which includes a fitness-
■ Applying a risk-based approach to third-party screening.
to-work process, medical check-ups, health surveillance
and medical emergency arrangements.
2.1.2 EMPLOYEE HEALTH SAFETY & ■ Provides HSSE training covering the full range of

SECURITY Company activities.

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 ANNUAL REPORT 2021 - 41


2 PERFORMANCE REVIEW & IMPACT

Indicator Target Performance Details


Total Recordable Injury Frequency Rate (TRIFR) <0.18 0.06 Section 5.3
High-consequence work-related Injury Frequency Rate na 0 Section 5.3
Tier 1 + Tier 2 PSE < or equal to 3 41 Section 5.3
Occupational Illness Frequency Rate (OIFR)2 na 0.00 Section 5.3
Security incidents3 na 6 na
1 E.g.relating to marine systems releases with no impact to HSSE
2 For employees
3 None of these security incidents resulted in any actual injury or physical harm to SBM Offshore personnel

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)

TOTAL RECORDABLE INJURY FREQUENCY RATE


(normalized per 1 million exposure hours)

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

FUTURE SBM Offshore has planned the following key initiatives


SBM Offshore has defined the following 2022 targets: for 2022:
■ To achieve a TRIFR better than 0.15. ■ Start rolling out the Serious Injury/Illness and Fatality

■ To have fewer than 3 Tier 1&2 PSE. (SIF) Prevention program.


■ Continue rolling out HEMP in operation and execution

scopes.

42 - SBM OFFSHORE ANNUAL REPORT 2021


■ Reinforce implementation of Process Safety management, mitigation and prevention. From the various
Fundamentals (PSF) while preparing the transition to the due diligence activities undertaken, four salient issues have
recently issued IOGP PSF 2023. been defined. These are: Forced Labour; Overtime, Pay
■ Maintain security controls on SBM Offshore’s activities, and Fines; Accommodations; and Mental Health & Well-
and preparation of measures in a new country. being.
■ Increase health and welfare awareness and health-
related programs. Screening as part of significant investments, e.g. yard and
■ Maintain compliance with certification requirements on vendor qualification, resulted in the following key
shore bases and offshore units. outcomes:
■ Organize the company-wide Life Day. ■ 97% of a pool of high-risk vendors were screened,

compared with a 90% target. Based on the outcome and


2.1.3 HUMAN RIGHTS previous screening activities, SBM Offshore follows up
with supplier engagement for further understanding,
MANAGEMENT APPROACH education and potential termination of relationships or
SBM Offshore is committed to respecting human rights and removal from qualification processes, where necessary.
conducting business in accordance with the United Nations ■ 99.5% of vendors signed the SBM Offshore Supply Chain
Guiding Principles for Business and Human Rights (UNGPs). Charter.
SBM Offshore is also committed to adhering to the ■ SBM Offshore took further action to address human
Organization for Economic Co-operation and Development rights impacts defined earlier, for example, working with
(OECD)’s Guidelines for Multinational Enterprises (MNE), of yards in China to remove fine-related deductions from
which human rights are an important element. workers’ wages and improving on-site access to
grievance mechanisms.
SBM Offshore’s human rights commitments are embedded ■ SBM Offshore agreed upon a due diligence cycle for
in SBM Offshore’s corporate values, SBM Offshore’s Code existing and new construction yards. To ensure progress
of Conduct, SBM Offshore’s Policy on Health Safety, in times of travel-restriction, SBM Offshore performed
Security & Environment (HSSE), Human Rights and Process desktop screenings of those yards and additional
Safety and SBM Offshore’s Human Rights Standards. These prospective yards.
documents set out the commitments and principles to be ■ On-site due diligence was carried out at a yard, led by a
upheld by SBM Offshore’s employees, suppliers and local SBM Offshore multi-disciplinary team, following the
partners. above-mentioned training.
■ SBM Offshore completed the on-site assessment of a
Human Rights targets and performance align with yard associated with decommissioning, finding an
SBM Offshore’s adoption of the United Nations Sustainable overall good performance. SBM Offshore is engaging on
Development Goals (SDGs) and in line with SBM Offshore’s non-compliance related to overtime and wages, mainly
risk-appetite SBM Offshore’s long-term target is to fully driven by the nature of the work and local industry
embed human rights and social performance within its practice.
business undertakings.
Grievance Mechanism
SBM Offshore’s performance on human rights is monitored SBM Offshore’s Speak Up policy forms the basis of an
by the Human Rights Steering Committee. The steering effective operational-level grievance mechanism.
committee comprises Management Board and Executive SBM Offshore’s reporting channels and Speak Up Line
Committee members. During 2021, the steering committee enable the leadership to carefully listen to employees and
met five times to consider key issues: partners in SBM Offshore’s value chain about their concerns
■ The definition and endorsement of the Human Rights regarding human rights or other topics addressed in
Program. SBM Offshore’s Code of Conduct. In 2021, SBM Offshore
■ The validation of SBM Offshore’s Human Rights salient improved the accessibility of the Speak Up Line (see
issues. section 2.1.1.). An example of an allegation raised via the
■ Updates on the due diligence cycle, with identification Speak Up Line related to the potential misuse of overtime
of key focus points for resolution. in a yard location. SBM Offshore followed up with an
internal investigation and issued management guidance to
2021 PERFORMANCE local yard operations.
Due diligence
Industry Collaboration
SBM Offshore’s due diligence approach on human rights
SBM Offshore teams up with others to make a meaningful
leads to an understanding of salient issues and recording
contribution, with the following initiatives being key:
them in a company-wide tool for continuous risk

SBM OFFSHORE ANNUAL REPORT 2021 - 43


2 PERFORMANCE REVIEW & IMPACT
■ Building Responsibly − SBM Offshore is an active on human rights observation activities & listening tours and
member of Building Responsibly, a group of leading by planning remote worker-lead interviews.
engineering and construction companies working
together to raise the bar in promoting the rights and FUTURE
welfare of workers across the industry. In 2021, In 2022, SBM Offshore will follow up its due diligence and
SBM Offshore used the human rights questionnaire supply-chain screening, with planned actions to include
developed by Building Responsibly to screen suppliers. management engagement with suppliers with specific risk
■ Outreach to clients, competitors and suppliers to ask for indicators, and education sessions and mutual sharing of
collaboration and support in addressing human rights best practices. SBM Offshore is on a journey to fully embed
issues. human rights and social performance within SBM Offshore
to achieve ’no harm’. In 2022, SBM Offshore plans to
Other developments increase training and awareness on human rights and to
SBM Offshore expanded its reach by adding human rights continue due diligence within the supply chain, as specified
resource capacity, both at group level and locally. A in the target explained in section 2.2. This will further
company-wide human rights e-Learning course was rolled expand the focus within SBM Offshore and mitigate the
out and completed by 94% of the targeted workforce. potential lack of on-site visibility on human rights in times
Senior management engagement work was carried out, to of travel restriction, which may continue into the coming
ensure the embedding of human rights targets and actions year.
in the various parts of the business. Further embedding of
human rights was achieved through inclusion of human- 2.1.4 OPERATIONAL EXCELLENCE &
rights-related clauses in company contracts with business QUALITY
partners, including suppliers and yards.
SBM Offshore recognizes that in order to be a high-
COVID-19 Impact performance company, it must strive for excellence. As
SBM Offshore is aware of the COVID-19 impact on above explained in previous sections, key activities are the
areas and the limitations it brings to the due diligence execution of projects, delivery of floating production
process. The pandemic leads to potential risks to workers’ systems, together with vendors and supply chain partners,
welfare in the supply chain, for instance, exposure to the and the operation of these systems to the highest
COVID-19 virus, increased workloads and the impact of standards.
extended remote working periods with limited or no
opportunity to return home. During the year, SBM Offshore To support this approach, SBM Offshore maintains a
has contacted yard management to request they pay dedicated Operational Excellence organization at Group
attention to these factors. Some yards have been proactive level, incorporating resources with diverse expertise in
in seeking to address the human impacts COVID-19 has operational, technical and process fields.
had on its workforce by providing additional food
distribution, regular additional physical and mental health Key performance indicators for Operational Excellence &
checks and incentives. Travel restrictions during the global Quality include: uptime of the fleet, delivery of projects,
pandemic have also delayed on-site assessments, including performance of the supply chain, costs of non-quality and
accommodation visits, of human rights impacts. This has certifications.
been mitigated in part by training local employees to take

PROJECTS SUPPLY FLEET


CHAIN

Win and Sourcing and Safe,


deliver performance reliable,
projects delivery efficient
operations

OPERATIONAL EXCELLENCE
Assure and improve

44 - SBM OFFSHORE ANNUAL REPORT 2021


2.1.4.1 OPERATIONAL EXCELLENCE FUNCTION ■ Operational governance: as described in section 3.8.
■ Process Safety Management and Risk Management:
MANAGEMENT APPROACH
described in sections 2.1.2 and 3.6.1 respectively.
The scope of SBM Offshore’s Operational Excellence
■ Management Review: building on International
Function is to continually oversee core business activities
Standards such as ISO 9001, SBM Offshore has
across their lifecycle (from ’Win’ to Execute’ to ’Operate’)
established a set of internal processes ensuring a
and drive SBM Offshore towards high performance, not
regular, structured review of its management and control
only from an economic perspective (covered in section
framework against its latest strategy and actual
2.1.6) but also through effective risk management, quality/
performance.
compliance assurance and continuous improvement.
■ Knowledge Management and Continuous Improvement:
ensuring that lessons are effectively learned, also
Among the various aspects of Operational Excellence
building on internal knowledge and experience as well
within SBM Offshore, are the following main themes:
as industry best practices.
■ Leadership and Culture: with the ambition to ’Target
■ New ways of working under Fast4Ward® and
Excellence’, the complementary Life365 and Right365
Digitalization – explained in sections Fast4Ward® and
programs frame the development of SBM Offshore’s
2.1.8.
leadership and culture, focusing on the combined
■ Quality and Regulatory Management described below.
objectives of ’No Harm, No Defects, No Leaks’.

TO BE
THE BEST
GETTING
BETTER EXCELLENCE,
Reputation,
EVERY TIME Efficiency,
Sustainability
Continuous
FIRST TIME Reliability,
improvement

THE CORRECT Predictability

WAY Effectiveness,
DOING THE No rework

RIGHT THING Safety,


Quality,
Compliance
Our Values

Quality & Regulatory Management ■ Supporting continuous improvement of business


SBM Offshore is committed to performing its business in processes and ways of working.
full compliance with all applicable laws and regulations and
to delivering products and services meeting all related Regarding Operational Excellence & Quality overall,
regulatory requirements, as well as any applicable SBM Offshore is focused on reducing and mitigating risks
specifications and requirements imposed by relevant to its business activities, notably:
stakeholders. ■ Significant risks related to project execution, process

safety, human capital and changes in laws and


As part of the Operational Excellence organization, the regulations − as mentioned in section 1.4.
combined Quality & Regulatory Management function is ■ Other operational risks such as loss of integrity of aging
dedicated to ensuring that such objectives are consistently assets, loss of certificate of class and disruption to the
met in SBM Offshore’s core business, notably through: supply chain.
■ Promoting a quality and compliance culture.

■ Maintaining SBM Offshore’s certification to the ISO 2021 PERFORMANCE


9001:2015 Standard. SBM Offshore is proud to note the following key
■ Providing systematic identification of applicable achievements:
regulatory requirements and ensuring their ■ Active promotion of ’Target Excellence’ principles

implementation. through diverse initiatives.


■ Ensuring that conformity, compliance and acceptance of ■ Maintenance of SBM Offshore’s ISO 9001:2015

SBM Offshore’s products and services are effectively certification, including scope extension to the Terminal
achieved and maintained. systems activity.

SBM OFFSHORE ANNUAL REPORT 2021 - 45


2 PERFORMANCE REVIEW & IMPACT
■ Further development of an integrated Product and aligned with customer needs, building on SBM Offshore’s
Regulatory Assurance approach, building notably on technology expertise and track record. The success of
project/operational experience to upgrade our projects is determined by performance against a budgeted
processes including ’Cost of Non-Quality’ processes. schedule, cost and quality within the HSSE and Target
■ Strengthening of the Right365 program under the Excellence approaches mentioned in sections 2.1.2 and
banner of ’Target Excellence’, with a specific focus 2.1.4. KPIs are set accordingly and managed through
on ’Doing the Right Thing, Right First Time’ with the SBM Offshore’s Project Directorate and Project
deployment of mandatory Quality Rules e-Learnings for Dashboards.
project personnel.
■ Development of a new version of SBM Offshore’s The management approach remains based on (i) an early
enterprise management system GEMS (’Sapphire engagement with customers; (ii) standardization in product
project’) to align GEMS structure and content with the design and execution in order to improve competitiveness,
new ways of working brought by the Enterprise Resource quality, time to market and reduced emissions; and (iii) an
Planning project ’Integra’. increasing focus on the energy transition, using
■ Lessons Learned Initiatives performed to improve SBM Offshore’s core competencies to develop affordable,
SBM Offshore’s projects and operations. low carbon solutions in the FPSO as well as in the LNG-to-
■ Development of a digital version of technical standards power and renewable markets.
(GTS) that will be available through a Requirement
Management Software in 2022. 2021 PERFORMANCE
■ Effective use of independent third parties for inspection, Throughout the year, SBM Offshore continued to meet the
verification and assurance services related to Execute additional challenge of the COVID-19 pandemic whilst
and Operate activities. ensuring business continuity in all projects. The project
teams maintained their focus on project delivery and safe
Importantly, all company offshore facilities were duly operations, while working together virtually, across time
accepted by all relevant authorities and regulators, with all zones, with customers, yards and suppliers with the aim of
related permits, licenses, authorizations, notifications and limiting delivery delays. Projects continued to operate in a
certificates duly granted and kept valid. Offshore facilities new environment where readiness for, and mitigations of
have also remained in class at all times as required from the risks of, the ongoing pandemic is factored into daily
both statutory and insurance perspectives. No significant project execution. SBM Offshore is grateful to all the
operational fine was paid in 2021. project stakeholders for making this happen.

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

46 - SBM OFFSHORE ANNUAL REPORT 2021


progressing in line with the client’s schedule, with In addition to supporting the SBM Offshore internal FPSO
planned completion in 2024. Product Line, providing expertise on mooring system
■ FPSO Almirante Tamandaré – The engineering activities designs, the TMS Product Line also carried out a pre-Front-
are progressing, reaching the 60% model review End Engineering Design (pre-FEED) phase for BHP Trion
milestone, and topside construction activities have FSO.
started in China & Brazil. In parallel, the keel-laying
milestone has been achieved for the Fast4Ward® MPF Renewables
hull. The vessel will operate in the Buzios field, part of SBM Offshore is now constructing three floating offshore
the Santos basin, offshore Brazil. wind substructures for the Provence Grand Large project
■ FPSO Alexandre de Gusmão – Detailed engineering and for EDF Renouvelables. The three 8.4MW floaters with
supply chain activities have started in our Kuala Lumpur mooring systems will be installed offshore Marseille,
office. The Fast4Ward® MPF hull construction has France. Leveraging the experience gained from this pilot
reached the ‘first steel cut’ as well as the ‘keel-laying’ project will enable SBM Offshore to further fine-tune its
milestones. Topsides yards selection are completed both technology and execution model and to scale up for future
in China and Brazil. wind farm projects.
■ FPSO for Yellowtail development project –
SBM Offshore started to carry out a Front-End Installation
Engineering Design (FEED) phase for ExxonMobil on the As part of its offshore installation services, SBM Offshore
Yellowtail development project, ExxonMobil’s fourth successfully and safely concluded several offshore
FPSO offshore Guyana. Subject to Guyana government operations, including subsea tie-in for the ALEN gas export
approvals and project sanction and release of second facility offshore Equatorial Guinea, the soft yoke repair
phase of work by the client, SBM Offshore will design works on the FPSO Sea Eagle offshore Nigeria and Dussafu
and construct the FPSO using its industry-leading project SURF installation and subsea tie-in works offshore
Fast4Ward® program allocating the Company’s sixth new Gabon. More recently, SBM Offshore completed the Coral
build, MPF hull combined with several standardized ENI FLNG Mooring System installation and pre-lay offshore
topsides modules. The FPSO will be designed to Mozambique followed by the fast-track mooring hook-up
produce 250,000 barrels of oil per day, will have of Liza Unity (FPSO) offshore Guyana.
associated gas treatment capacity of 450 million cubic
feet per day and water injection capacity of 300,000 In parallel, SBM Offshore concluded the sale of its diving
barrels per day. First oil is expected in 2025. support and construction vessel (DSCV) SBM Installer on
January 19, 2022.
Fast4Ward® MPF hulls
■ This year, two Fast4Ward® MPF hulls have been FUTURE
delivered and arrived in their respective integration SBM Offshore will continue to standardize its products in
locations (the second MPF hull in Singapore & the third line with the Fast4Ward® program while seeking to produce
one in China). environmentally friendlier solutions in line with its
■ In parallel, major milestones have been achieved for the emissionZERO® program. In addition, SBM Offshore will
fourth and fifth MPF hulls at respective Chinese continue to fine-tune its product offering to offer
shipyards: ‘hull launching at end of dry-dock’ in SWS for competitive and industrialized solutions to the floating
the fourth one; and ‘keel-laying’ in CMIH for the fifth offshore wind and wave energy market. Development in the
one, both in line with SBM Offshore’s execution plan. LNG-to-power market is also key to contributing to lower
These two hulls are now allocated to projects, carbon intensity. These developments add to
respectively the FPSO for Yellowtail development project SBM Offshore’s Ambition 2030, i.e. the addition of 2+ FPSO
and FPSO Almirante Tamandaré. contracts per year on average and the achievement of
■ In 2021, the Fast4Ward® program also welcomed a sixth >2GW Floating Offshore Wind installed or under
hull, the fourth one ordered to SWS, which is already construction by 2030.
reaching the ‘first steel cut’ and ‘keel-laying’ milestones
and has been allocated to FPSO Alexandre de Gusmão. 2.1.4.3 SUPPLY CHAIN

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

SBM OFFSHORE ANNUAL REPORT 2021 - 47


2 PERFORMANCE REVIEW & IMPACT
evolving into a strategic globalized organization. Product focus in Supply Chain
Leveraging long-term relationships with key supply chain ■ Enhanced resource management on SBM Offshore’s

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

key post-order management activities.


With efficient execution of projects remaining essential,
SBM Offshore supply chain management is continuing its Energy Transition
efforts to support projects locally by developing capability
■ Work with key vendors to enhance technologies for
hubs, for example in China, India and Brazil. carbon capture.
■ Assess Scope 3 emissions for key components on

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

following satisfactory performance.


Strategic sourcing
■ 65 vendors have responded to SBM Offshore supply
■ Enhanced strategic focus during the proposal phase of
chain organization’s new human rights assessment (more
SBM Offshore’s projects.
detail in section 2.1.2).
■ Increased cost-competitiveness and time-to-market by

leveraging on global synergies with key vendors.


FUTURE
■ Co-development with key vendors on major energy
Next year, Group Supply Chain will continue its evolution
transition initiatives and new technology.
towards being a resilient function to enhance and maintain
■ Globalization of SBM Offshore’s strategic activities to
high standards of performance across all areas of its
achieve direct benefits from the strategic work done with
business including, but not limited to, supporting human
key vendors for project tenders.
rights, climate change measures, digitalization, quality
■ Enhance business alignment between SBM Offshore and
assurance and quality control, resource and talent
its supply chain community by holding dedicated
management across all SBM Offshore’s centers, enterprise
workshops and global events such as an annual Global
management systems, vendor performance and
Vendor Day.
qualification assessments, and energy transition measures.

48 - SBM OFFSHORE ANNUAL REPORT 2021


SUPPLY CHAIN ORGANIZATION PRINCIPLES

Supply Chain Excellence Strategic sourcing


Driving a multi-faceted global approach to strengthen the function’s Developing and fostering a climate of collaborative partnerships
performance and measurement of key performance indicators with our key suppliers to enhance cost competitiveness, time to
across all aspects of our business and across all our regional centers market and co-development initiatives

Product focus Energy transition


Enhancing product based post order management capabilities by Assessing current Scope 3 emission levels to set baselines for future
effective adherence to our processes and resource management collaborative work with our suppliers towards reducing emissions
tools and techniques to maximize utilization of skills to deliver whilst supporting our renewable energy projects
defect free fit for purpose products

Regional development Digital transformation


Diversifying and developing the supply chain talent pool across all Transforming supply chain into a data driven function whilst
our centers to integrate regional skills and expertise into our core retaining traditional execution expertise across all supply chain
business activities activities

2.1.4.4 FLEET ■ Emissions: further increase in the stability of gas


handling systems and improved data-analytics leading
MANAGEMENT APPROACH
to reduction of flaring in most of the assets
The fleet that SBM Offshore operates on behalf of its
SBM Offshore operates on behalf of its clients. Further
clients form the Value Platform ‘Ocean Infrastructure’. They
details can be found in section 2.1.7.
are key value drivers for SBM Offshore and generate
■ Local content and knowledge transfer targets in
predictable and sustainable revenue and operating cash-
SBM Offshore’s countries of operations: which are
flows. The expertise and experience of almost 3,000
accompanied by social development initiatives, as
offshore crew and onshore staff ensures value creation
mentioned in section 2.2.
through the safe, reliable and efficient operation of
■ A company-wide Responsible Recycling Policy: for the
SBM Offshore’s offshore fleet.
sustainable end-of-life disposal of offshore units,
applying the principles of the EU Ship Recycling
The Fleet adheres to and applies the management
Regulation 1257/2013 or equivalent.
approach of the wider SBM Offshore organization. Key to
this are policies, commitments and mechanisms mentioned
At the end of 2021, SBM Offshore was responsible for
under sections 2.1.2 and 2.1.4. In addition, SBM Offshore’s
performing operation & maintenance services on 14 FPSOs
Fleet also focuses on:
across the globe and had a non-operating stake in 1 Semi-
■ Supporting SBM Offshore’s Target Excellence program:
submersible unit.
the Fleet runs an ‘Excellent Days’ program which
measures and rewards safe operational performance by
With the following historic performance:
offshore units and crew.
■ over 6.5 billion barrels of production cumulated to date.
■ Uptime: a key indicator for SBM Offshore measures the
■ 9,725 oil offloads cumulatively to date.
percentage of time the unit is available to produce.
■ 360 cumulative contract years of operational experience.
SBM Offshore aims to maintain its industry-leading levels
of uptime, at or above 99%.

SBM OFFSHORE ANNUAL REPORT 2021 - 49


2OPERATIONS
PERFORMANCEFLEET
REVIEW & IMPACT

VESSEL NAME CLIENT COUNTRY 1ST OIL/GAS DATE

FPSO Serpentina(1) MEGI E.GUINEA 2003

FPSO Capixaba PETROBRAS BRAZIL 2006

FPSO Kikeh PTTEP MALAYSIA 2007

FPSO Mondo EXXONMOBIL ANGOLA 2008

FPSO Saxi Batuque EXXONMOBIL ANGOLA 2008

FPSO Espirito Santo SHELL BRAZIL 2009

Thunder Hawk FIELDWOOD/MURPHY USA 2009

FPSO Aseng (2) NOBLE ENERGY E.GUINEA 2011

FPSO Cidade de Anchieta PETROBRAS BRAZIL 2012

FPSO Cidade de Paraty PETROBRAS BRAZIL 2013

FPSO Cidade de Ilhabela PETROBRAS BRAZIL 2014

N’Goma FPSO ENI ANGOLA 2014

FPSO Cidade de Maricá PETROBRAS BRAZIL 2016

FPSO Cidade de Saquarema PETROBRAS BRAZIL 2016

Liza Destiny (FPSO) EXXONMOBIL GUYANA 2019

Liza Unity (FPSO)* EXXONMOBIL GUYANA 2022

FPSO Sepetiba* PETROBRAS BRAZIL 2023

Prosperity (FPSO)* EXXONMOBIL GUYANA 2024

FPSO Almirante Tamandaré* PETROBRAS BRAZIL 2024

FPSO Alexandre de Gusmão* PETROBRAS BRAZIL 2025

50 - SBM OFFSHORE ANNUAL REPORT 2021


Initial Lease Period Contractual Extension Option Confirmed Extension Conversion

2006 2018 2030 2042 2054 2066

VESSEL NAME 2021

04/2017 04/2022
FPSO Serpentina(1)

05/2006 06/2008 04/2010 06/2022


FPSO Capixaba

08/2007 01/2016 01/2028 01/2031


FPSO Kikeh

01/2008 12/2022 12/2027


FPSO Mondo

07/2008 06/2023 06/2028


FPSO Saxi Batuque
01/2009 12/2023 12/2028 12/2033
FPSO Espirito Santo

12/2009 09/2015 08/2025 08/2028


Thunder Hawk
11/2011 11/2026 11/2031
FPSO Aseng (2)

06/2012 06/2030 06/2032


FPSO Cidade de Anchieta

06/2013 06/2033
FPSO Cidade de Paraty
11/2014 11/2034
FPSO Cidade de Ilhabela

11/2014 11/2026 11/2029


N’Goma FPSO

02/2016 02/2036
FPSO Cidade de Maricá

FPSO Cidade de Saquarema 07/2016 07/2036

12/2019 12/2029 12/2039


Liza Destiny (FPSO)
2022 2024
Liza Unity (FPSO) *
2023 2045
FPSO Sepetiba*

Prosperity (FPSO)* 2024 2026

2024 2050
FPSO Almirante Tamandaré*
2025 2046
FPSO Alexandre de Gusmão*
2021
2006 2018 2030 2042 2054 2066

(1) FPSO Serpentina is owned by the client and is operated by


Gepsing – a subsidiary between SBM Offshore (60%) (2) Noble Energy EG Limited is now a wholly-owned indirect subsidiary
and GEPetrol (40%) of Chevron Corporation

* 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

recruitment of additional personnel easing rotation


1,200,000 planning and providing relief for offshore teams.
1,000,000 ■ Organizational enhancements and expanded Data

Management for globally integrated, connected and


800,000 date-driven operations.
600,000 ■ Maturing Fleet Support services capabilities through

global network.
400,000 ■ Continued implementation of digital solutions and

200,000 applications for enhanced operational intelligence, asset


monitoring and predictive capability. Increased value
0 creation from digitalization of mature Brazil operations,
2017 2018 2019 2020 2021 and establishment of same in Guyana.

SBM Offshore’s approach is to target asset preservation


with optimal lifecycle costing. In 2021, progress was
2021 PERFORMANCE made on:
2021 represented another challenging, yet ultimately ■ Expansion of the digital environment, data connection
successful, year for SBM Offshore’s operations, with the and management under the control of global operations
demands of the global COVID-19 pandemic continuing to monitoring centers and the deployment of predictive
impact the operational focus. maintenance applications for equipment and asset
optimization (see section 2.1.8).
Continued strong management of the pandemic and its ■ Continued focus on Process Safety Management, barrier
impact on crew health and safety, logistics and travel management, and enhanced Marine Safety.
ensured business continuity and good performance in ■ Deployment of solutions and techniques based on
offshore operations. Solid results were achieved in terms of Artificial Intelligence and new technologies such as
occupational and process safety, while maintaining historic remote work preparation and inspections, offshore
production uptime of 99%. mobility devices, drones, VR and equipment integrity
Series1 programs reducing offshore manhours and shutdown
In 2021, no units entered or exited the fleet operated by durations.
SBM Offshore.
Responsible Recycling of MOPU Deep Panuke
The MOPU Deep Panuke PFC, which was disconnected in
FLEET UPTIME DATA 2020, was taken to a responsible recycling facility in Nova
FOR PERIOD 2017 – 2021
Scotia, Canada for the planned recycling phase. This is
1 2 3 4 5 6 being carried out in full adherence to SBM Offshore’s
2017 2019 2021 Responsible Recycling Policy, including the above-
98.3% 99.4% 99.1% mentioned commitments to EU regulations. SBM Offshore
is proud to have qualified a local yard meeting all
requirements and through which SBM Offshore can ensure
local economic development and reduction of logistic-
related carbon emissions.

During 2021, the project addressed waste management


2018 2020 streams, supported habitat creation through reef balls in
98.0% 99.0% the surrounding harbor, and invested in local community
development, labor opportunities and contributions to

52 - SBM OFFSHORE ANNUAL REPORT 2021


schools and First Nation projects. The responsible recycling Company standardization programs such as Fast4Ward®
project is expected to complete in 2022. also benefit Fleet Operations through the combination of
standardized designs for new units and the integration of
FUTURE new digital, data-driven solutions. Operations in Brazil
As a forward-looking operator, SBM Offshore leverages its represent the mature frontrunner of this digital value
unrivalled experience and industry-leading digital and creation, whereby products are tested, incubated and
technological solutions to deliver sustainable, ethical validated. Here structural preparations are also underway to
operations with the highest standards of safety, reliability receive the FPSO Sepetiba, a Fast4Ward® design, after its
and efficiency. SBM Offshore’s core values and approach to completion.
responsible business underpin SBM Offshore’s operational
philosophy and prioritize the health and well-being of all In Guyana, operations continue to experience strong
offshore and onshore employees. growth, both offshore and onshore and take full benefit of
enhanced products, programs and operational
As part of SBM Offshore’s Digital Transformation, ’Smart developments in the wider company. In 2021, SBM Offshore
Operations’ based on quality data, digital analytics and welcomed the second unit, Liza Unity (FPSO) offshore. As at
technology is rapidly accelerating the development and year-end, commissioning activities were progressing
deployment of digital tools and technologies across towards first oil, targeted for early 2022. Preparations are
SBM Offshore’s fleet. This provides internal value creation, also ongoing for the arrival of Prosperity (FPSO) in 2023.
optimized client service offering and enhanced safety and SBM Offshore continues to expand and embed its
efficiency. presence in-country with the opening of new purpose-built
operational headquarters including an Integrated
Emission reduction in downstream leased assets will ensure Operation Centre for offshore units. Operations are backed
SBM Offshore’s contributions to Climate Change Mitigation up by strong growth in personnel and investment in a wide
and a subsequent path to net-zero, as explained in sections range of social, environmental and educational initiatives
1.4.3 and 2.1.7. SBM Offshore has set long-term targets for focusing on local content and knowledge transfer.
this. Key elements are:
■ The development of the emissionZERO® FPSO for future SBM Operations has a strong role in managing annual and
projects. long-term targets in line with the UN Sustainable
■ The development of investment proposals for clients Development Goals, as explained in section 2.2.
and joint venture partners in the installed base of assets.
2.1.5 RETAINING AND DEVELOPING
EMPLOYEES

PEOPLE DEVELOPMENT CYCLE

PERFORMANCE REVIEW AND PERFORMANCE


& DEVELOPMENT OBJECTIVE SETTING
mid-October – end-February

PEOPLE REVIEW
July – mid-October
Local – Functional – Global

REWARD REVIEW
mid-January – mid-April.

SBM OFFSHORE ANNUAL REPORT 2021 - 53


2021 HR HIGHLIGHT
2 PERFORMANCE REVIEW & IMPACT

AGE AVERAGE 41.15 FEMALE RATIO 19%

SENIORITY AVERAGE 8.13

GLOBAL HEADCOUNTS GLOBAL HEADCOUNT GLOBAL HEADCOUNT


BY AGE RANGE BY SENIORITY RANGE PER GENDER
9% 2% 5% 3% 19%
23% 31%
14%

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

GLOBAL HEADCOUNT BY NATIONALITY

13%
2% 29%
2%
2% Brazil France India
3%
Malaysia Angola Netherlands
6%
United Kingdom South Africa Guyana
7%
Italy Others
16%
8%
12%

28% OF EMPLOYEES WORK IN A FOREIGN COUNTRY

46 LANGUAGES SPOKEN

54 - SBM OFFSHORE ANNUAL REPORT 2021


MANAGEMENT APPROACH SBM Offshore was able to recruit new staff, particularly in
In 2021, SBM Offshore’s focus continued to be on retaining China, India and Guyana, successfully onboarding them at
and developing staff, building and training current and events in several locations.
future leaders and protecting employee health and well-
being. SBM Offshore runs an HR cycle that contributes to Key Highlights
the retention and development of employees. This process ■ Workforce increased by 16% to 6,426.
is managed under the Group HR function, which is part of ■ Diversity and Inclusion network created with

the Executive Committee and the CEO-portfolio. ambassadors appointed in 12 countries.


■ 4,000 voluntary digitalized training courses undertaken

With the ongoing COVID-19 pandemic, and the by employees.


consequent changes in working practices, SBM Offshore ■ 2,179 employees assessed on their leadership or expert

put increased effort into caring for employees, to minimize potential.


the effects of fatigue and stress on employees’ physical and ■ Future leadership campaign: 38 Hogan assessments

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.

■ 3 Process Simulator Training Centers put in place.


2021 PERFORMANCE ■ ‘Pulse’ employee workplace survey conducted and
With the COVID-19 pandemic, SBM Offshore has made
benchmarked.
great efforts to ensure that its workforce is protected,
■ 13 action plans developed to respond to employee
balancing the needs to execute its projects and
workplace survey findings.
commitments against the impact on the workforce of
■ New Learning Management System module of the HRIS
working in the changed COVID-19 environment. For
(LUCY) created.
example, SBM Offshore recruited a further 132 people to
■ RISE Leadership Program launched.
ease the pressure on existing employees operating under
■ Expert Program: Identified 337 Experts, Senior Experts
extended offshore rotations and quarantine regimes.
and Master Experts in 31 Expertise Families.

Special care was paid to the mental health of employees FUTURE


working at home, with several online initiatives launched to In 2022, SBM Offshore will continue to digitalize HR data,
help employees cope with home-working and social adding further functionality to its LUCY reporting tool to
isolation. In addition, extra support was given to employees allow automatic and tailored career paths to be proposed
working away from home for extended periods, with to employees.
measures put in place to allow them to work from their
home countries where possible. It will continue to roll out the OSCAR digital ‘Offshore Pass’
for FPSOs and the ‘Crew Self-Service’ module alongside
The pandemic also affected how SBM Offshore trains other digital tools.
employees, with training now increasingly digitalized, using
virtual reality and simulation to minimize interpersonal SBM Offshore will finalize its Smart Ways of Working
contact. initiative to identify an optimized hybrid model for future
working, balancing working from home and working in the
SBM Offshore continued to develop its leaders, with the office, based on better performance with increased
new RISE Leadership Program launched, embodying all efficiency, while safeguarding employee safety, well-being,
that is expected of a leader at SBM Offshore, and identified and Company core values.
the technical expert community, to create a career reward
and recognition path for senior engineers within SBM Offshore will continue to give special attention to the
SBM Offshore. ‘employee experience’, in particular taking care of those
employees who have been away from home for longer than
usual because of the pandemic. Such an emphasis is key to

SBM OFFSHORE ANNUAL REPORT 2021 - 55


2 PERFORMANCE REVIEW & IMPACT
employee retention. Recruitment will remain a significant FPSO for the Yellowtail development project and the
challenge as the pandemic makes it more difficult to higher contribution from the renewable and offshore
integrate new team members in the usual way. services product lines. This was partially offset by the
SBM Offshore will therefore improve onboarding, rolling comparative impact of the Johan Castberg Turret Mooring
out best practices to ensure that all new employees System EPC project delivered in 2020. Underlying
experience the same high-standard onboarding wherever Directional Lease and Operate revenue was US$1,584
they are recruited in the world, online or in person. million almost stable versus US$1,622 million in the prior
period.
In 2022, SBM Offshore will continue to deepen its
‘employee experience’ knowledge to further improve all Underlying Directional EBITDA amounted to US$931
aspects of the organizational culture and nurture a strong million in 2021 compared with US$944 million in 2020. This
sense of belonging. resulted from a decrease of the Underlying Lease and
Operate EBITDA by US$42 million. Despite an overall
On Training, SBM Offshore will further improve the content stronger operational performance of the fleet, this is mainly
and catalogue of the Learning Management System, a explained by (i) the net incremental costs from the
training tool which enables SBM Offshore to become a implementation of additional safety measures linked to
learning organization where each SBM Offshore learner is COVID-19 and (ii) repair costs incurred in 2021 on damaged
an entrepreneur in their career development. In addition, mooring lines on one unit and (iii) higher maintenance and
SBM Offshore will make unconscious bias awareness repair activities, including maintenance campaigns
sessions available to the Company at large and will also set postponed to 2021 due to the COVID-19 new pandemic
ambitious diversity and inclusion targets. context in 2020. The 2020 EBITDA also benefited from the
contribution of the Deep Panuke MOPU decommissioning
2.1.6 ECONOMIC PERFORMANCE activities. Underlying Directional Turnkey EBITDA increased
from US$(9) million in the year-ago period to US$19 million
MANAGEMENT APPROACH in the current year. Reduced level of EPC activity in the
SBM Offshore’s primary business segments are: Lease and Turret and Mooring product line, following the Johan
Operate and Turnkey. Although financial results are Castberg Turret Mooring System project delivery was nearly
presented per segment, activities between business offset by the general ramp-up of other Turnkey activities
segments are closely related. In addition to reporting under (including higher contribution from Offshore services). In
International Financial Reporting Standards (IFRS) addition, the Turnkey EBITDA benefited from positive
guidelines, SBM Offshore’s Directional reporting project and risk close out in 2021, while it was impacted by
methodology was introduced to reflect Management’s view US$(40) million of restructuring costs in 2020.
of SBM Offshore and how it monitors and assesses financial
performance. This chapter of the Annual Report presents 2021 Underlying Directional net income attributable to
numbers based on directional reporting. shareholders stood at US$126 million, a slight increase
compared with US$125 million in the previous year. It
SBM Offshore provides Directional Revenue and EBITDA should be noted that the ongoing EPC works on FPSO
guidance, which is updated in the event of material change, Almirante Tamandaré, FPSO Alexandre de Gusmão, Liza
if any. Economic performance is a result of all company Unity (FPSO), Prosperity (FPSO) and the FPSO for the
activities, governed as per sections 3.1 Management Board Yellowtail development project did not contribute to
and Supervisory Board and 3.2 Corporate Governance and Directional net income over the period. This is because the
executed as per the Management Approach sections in contracts were 100% owned by the Company as of
chapter 2 Performance Review & Impact. December 31, 2021 and are classified as operating leases
as per Directional accounting principles. Therefore, the
2021 PERFORMANCE contribution of these five FPSO projects to the Directional
Economic performance is measured through profitability,
profit and loss will largely materialize in the coming years,
cashflow, backlog and the financial position of
subject to project execution performance, in line with the
SBM Offshore.
operating cash flows.

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

56 - SBM OFFSHORE ANNUAL REPORT 2021


Cash Flow/Liquidities Directional shareholders equity decreased from US$858
Thanks to the strong contribution of the fleet, million at year-end 2020 to US$604 million at year-end 2021.
SBM Offshore generated US$715 million of net cash flows This was primarily due to the completion of the EUR150
from operating activities over 2021. million (US$178 million) share repurchase program and the
dividend distribution to the shareholders for an amount of
The fact that the bridge loans related to FPSO Almirante US$165 million partially offset by the net income of the
Tamandaré and FPSO Alexandre de Gusmão were drawn in year. It should be noted that under Directional policy, the
full during the last quarter of 2021 for a total amount of contribution to profit and equity of the substantial FPSOs
US$1,255 million generated a significant excess of financing program under construction will largely materialize in the
cash flow compared with actual investments to date on coming years, subject to project execution performance, in
these two units (approximately US$800 million as of line with the generation of associated operating cash flows.
December 31, 2021). As a result, cash and cash equivalents
increased from US$383 million at year-end 2020 to Directional net debt increased to US$5,401 million from
US$1,059 million at year-end 2021. US$4,093 million at year-end 2020. While the Lease and
Operate segment continues to generate strong operating
Backlog cash flow, SBM Offshore drew (i) on projects financing and
The Directional backlog, which is presented on a pro-forma (ii) on bridge loan facilities for FPSO Almirante Tamandaré
basis in note 4.1.3 Financial Review Directional, grew to a and FPSO Alexandre de Gusmão to fund continued
record total of US$29.5 billion at December 31, 2021, investment in growth.
compared with US$21.6 billion at year-end 2020.
Almost half of SBM Offshore’s debt as of December 31,
This increase was mainly the result of (i) the awarded 2021 consisted of non-recourse project financing (US$2.9
contracts for the FPSO Almirante Tamandaré project and billion) in special purpose investees. The remainder (US$3.5
the FPSO Alexandre de Gusmão project and (ii) the billion) mainly comprised of borrowings to support the on-
awarded initial scope to begin FEED activities and build a going construction of five FPSOs which will become non-
Fast4Ward® hull for the FPSO for the Yellowtail recourse following project execution finalization and
development project. SBM Offshore’s backlog provides release of the Parent Company Guarantee. SBM Offshore’s
cash flow visibility of 29 years, up to 2050. Revolving Credit Facility (RCF) was undrawn at year end
and cash and undrawn committed credit facilities
Statement of Financial Position
amounted to US$2,981 million.
SBM Offshore’s financial position has remained strong as a
result of the cash flow generated by the fleet and the
For a total overview of SBM Offshore’s financials under
successful adaptation of the Turnkey segment to a more
IFRS, please see section 4.2 Consolidated Financial
competitive and unpredictable market.
Statements of the Annual Report.

SBM OFFSHORE ANNUAL REPORT 2021 - 57


2 PERFORMANCE REVIEW & IMPACT

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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PRINCIPLES
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I
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CLIENT FIRST STANDARDIZATION FLAWLESS INTEGRATED ENABLING


CLIENT FIRST STANDARDIZATION FLAWLESS INTEGRATED ENABLING
EXECUTION SUPPLY CHAIN DIGITAL SOLUTIONS
EXECUTION SUPPLY CHAIN DIGITAL SOLUTIONS

REDUCING DE-RISKING ENABLING LOWER


REDUCING
CYCLE TIME DE-RISKING
PROJECTS ENABLING LOWER
BREAK-EVENS
CYCLE TIME PROJECTS BREAK-EVENS

UP TO 12 MONTHS FASTER STANDARDIZED


UP TO 12 MONTHS FASTER STANDARDIZED LOWER CAPEX AND OPEX
HULL AND TOPSIDES LOWER CAPEX AND OPEX
HULL AND TOPSIDES

58 - SBM OFFSHORE ANNUAL REPORT 2021


2.1.7 EMISSIONS The efforts in emissions management build upon years of
action taken to bring emissions down structurally. For
MANAGEMENT APPROACH example, gas flaring intensity in 2021 is 28% lower than in
The topic of emissions is dealt with in various parts of the 2017. Through this approach, SBM Offshore is mitigating
organization as explained under the HSSE and risks in the light of climate change and social license to
Environmental Reporting approaches in sections 2.1.4, 5.2.1 operate, as mentioned in section 1.4.2.
and 5.2.2. SBM Offshore is reporting to CDP and
considering IOGP statistics to ensure the right SBM Offshore focuses on GHG emissions while also
benchmarking. addressing other emissions − such as emissions to water
and non-GHG emissions. Further information can be found
SBM Offshore’s long-term emission reduction ambitions are in sections 2.2 and 5.3.
explained in section 1.4.3. In 2021, SBM Offshore set
targets to reduce flare emissions on its activities, develop 2021 PERFORMANCE
low- and non-carbon solutions, to have zero oil spills and to During 2021 a total of 5.6 million tonnes of GHG emissions
reduce air-travel-related emissions. SBM Offshore added are reported, 99% of this being Scope 3 emissions. The
scope to its disclosures and further aligned scoping to the total is 2% lower than in 2020, despite an increase in
GHG-Protocol. This results in the reclassification of the voluntary disclosure − purchased goods and services − that
majority of emissions formerly reported under Scope 1 to adds 6% in reported GHG emissions volume compared to
Scope 3 (see section 5.2.2 for detail). last year. Furthermore changes to scoping have been
applied during 2021, for which details can be read in
Furthermore, SBM Offshore strives to outperform industry section 5.2.2. (’Changes in Reporting’).
benchmarks on the following indicators:
■ GHG emissions2, gas flare3, energy consumption4.
1.5 gigajoules of energy for every tonne of hydrocarbon produced as
4

■ 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

SCOPE 1 SCOPE 2 SCOPE 3


All Direct Emissions Indirect Emissions from All other Indirect Emissions
from the activities of electricity purchased from activities of the
an organization. and used by the organization.
organization. (ie: occurring up and/or
down the value chain)

Purchased Goods &


Services: 0.37
OFFICE PURCHASED ELECTRICITY Business Travel: 0.01
GAS CONSUMPTION Downstream Leased Assets:
0.002 (location based)
0.0002 0.001 (market based) 5.2

SBM OFFSHORE TOTAL EMISSIONS 5.6


Scope 1 – Direct Emissions GHG CO2 equivalent. This is an increase compared to 2020
Scope 1 emissions comprise the gas powered heating in due to higher project office activity.
offices where SBM Offshore is the sole renter of an office
building. In 2021 these emissions amounted to 237 tonnes

SBM OFFSHORE ANNUAL REPORT 2021 - 59


2 PERFORMANCE REVIEW & IMPACT
Scope 2 – Purchased Electricity SBM Offshore Reported Emissions 2021 − based on
Purchased electricity in offices account for 2,019 tonnes of CO2e volumes
GHG CO2 equivalent, based on the average energy mix of
each location. Accounting for the electricity actually
SCOPE 3
purchased through green contracts, the amount is 752
SCOPE 1 BUSINESS TRAVEL
tonnes. Prolonged remote working contribute to lower
office energy related emissions compared to pre-COVID-19 SCOPE 2 SCOPE 3
levels, whilst growth in Guyana and India lead to increased PURCHASED GOODS
consumption of office energy. The Company has expanded & SERVICES
its sustainable energy purchasing, with the office in Rio de
Janeiro now under a green energy contract as well.

Scope 3 – Purchased Goods & Services


This year, SBM Offshore expands its voluntary emissions
disclosure, through addition of this scope. SBM Offshore
has calculated emissions resulting from goods procured on
SCOPE 3
FPSO projects. These amount to 370.1K tonnes emissions.
DOWNSTREAM
The emissions mainly come from steel that is processed for
LEASED ASSETS
bulk materials and equipment. Based on the outcomes of
the initial analysis, and in line with GHG protocol Scope 3
Corporate Value Chain Accounting & Reporting Standard,
SBM Offshore will refine the data quality in the coming
years and will improve the accuracy of its value chain GHG
reporting. More importantly, this will provide a basis for SBM Offshore instituted a performance program measuring
engagement with suppliers. flare emissions following the launch of the internal CO2
Challenge in 2015. For 2021, SBM Offshore set a target to
Scope 3 – Downstream Leased Assets further optimize operational excellence on the FPSOs it
SBM Offshore provides operation and maintenance provides operations and maintenance services to.
services for FPSOs on behalf of clients across the globe, on SBM Offshore targeted an absolute volume of gas flared
a finance lease basis. The technical specification and below 1.6 million standard cubic feet per day (scft/d) as an
operational requirements for these FPSOs are driven by overall FPSO fleet average during year. This was done for a
reservoir characteristics and client criteria. Emissions from specific part of the volume to which SBM Offshore expects
downstream leased assets mainly relate to the required to have the largest form of control, despite it being a
production profile of the oil field and the subsequent Scope 3 category. SBM Offshore nearly achieved this
energy production, e.g. from gas turbines (71%). The other overall target, the actual being 1.66 million scft/d. The
key contributor is flaring (29%). target achievement was mainly inhibited by flash gas
compressor challenges on two FPSOs. In one case, it was
Emissions from downstream leased assets account for the an FPSO in ramp-up phase with inherent challenges and for
majority of the carbon footprint reported by SBM Offshore. the other, it was a change in gas compressor operating
More than 90% of total emissions giving 5.2 million tonnes philosophy by a client. SBM Offshore has defined lessons
of GHG were emitted by downstream leased assets. This learnt for improvement and is pleased to see clients taking
volume is 9% lower than in 2020. The carbon intensity of additional redundancy in gas compression in their basis of
downstream leased assets is 110.99 tonnes of GHG design, which should have a lowering effect on future gas
emissions per thousand tonnes of hydrocarbon produced, flaring.
which is 20% better than the industry benchmark2 and 8%
better than last year. For the downstream leased assets that (over-)achieved their
targets, average reduction of above mentioned flaring
scope was 42% compared with 2020. This was achieved
mainly by improvement of gas system uptime. The
performance was further supported by better insight owing
to an improved online emission dashboard. This provides
for data-analytics and the basis to the launch of future
initiatives. Overall flaring on downstream leased assets was
9% better than the industry benchmark3.

60 - SBM OFFSHORE ANNUAL REPORT 2021


In order to address future Scope 3 emissions, SBM Offshore EmissionZERO® aims to market floating energy production
has targets for Innovation, Technology and Infrastructure, in solutions with near zero emissions. SBM Offshore sets
line with SDG 9. In 2021, SBM Offshore spent 60% of its targets in line with the net-zero ambitions of key
Group Technology R&D budget on non-carbon technology, stakeholders, and calls for their active engagement.
above the 50% target set. Also, SBM Offshore developed EmissionZERO® is a program for continuous product
six low-carbon modules for FPSOs, so it can offer a lower development, providing a platform for stakeholder
carbon footprint to clients in the future. engagement at the same time.

To further reduce emissions from the power generation Key commitments:


aspect of downstream leased assets in operation, ■ Strategy and actions compatible with net-zero by no

SBM Offshore is dependent on investments by clients and later than 2050.


partners in co-owned entities. SBM Offshore is ready to ■ Sourcing green energy to run the business (Scope 1 & 2

lead, co-develop and deliver on such investments. emissions).


SBM Offshore has set a long-term engagement target for ■ Working towards net-zero emissions from downstream

this as part of its SDG approach described in section 2.2. leased assets (Scope 3).
■ Taking a science-based approach towards emission

Scope 3 – Business Travel reduction target setting (explained in section 1.4.3).


Total air travel related emissions were 10.9K tonnes in 2021.
In 2021, SBM Offshore committed to 20% lower air-travel- Development of an emissionZERO®-based FPSO is a key
related CO2 emissions compared with 2019. Remote element of the program and is planned in three phases:
working and less travel, due to the continued COVID-19 Phase 1 consists of including existing low carbon solutions
pandemic, added significantly to the achievement of this alternatives in tenders; Phase 2 focuses on an all-electric
target, with the actual reduction being 61% versus 2019. FPSO to maximize energy efficiency, feasibility of carbon
The target takes into account the fact that a portion of capture technology integration and hybrid forms of power
SBM Offshore’s business travel relates to offshore generation − for instance importing renewable energy from
operations, e.g. crew changes, where volumes are difficult shore or floating renewable energy solutions; and Phase 3
to reduce significantly in short time-frames. will look at power from shore technologies and carbon-free
fuel power generation.
Other performance items relating to emissions:
■ SBM Offshore is proud to have a B-score in CDP, SBM Offshore is actively developing solutions and working
meaning SBM Offshore is ‘taking climate action’. Further with its stakeholders to drive down emissions from
explanation is given in section 1.4.3. downstream leased assets on a continuous basis. Key
■ SBM Offshore’s energy intensity on downstream leased achievements on the emissionZERO® FPSO have been:
assets is 8% better than the industry benchmark4. Energy ■ The engagement with strategic and key client accounts
consumption volumes can be found in section 5.3. and suppliers during the year.
■ The quantity of oil discharged to sea per hydrocarbon ■ The enrichment of SBM Offshore’s Fast4Ward® product
production on downstream leased assets was 4.49 catalogue with low-carbon solutions.
tonnes per million tonnes of hydrocarbon produced, ■ The qualification of new technologies, in particular
66% below IOGP benchmark5 (see also section 2.2.) combined-cycle power generation.
■ Downstream leased assets had 0 oil spills as per IOGP ■ The use of digital technologies (advanced analytics and
definition6 predictive maintenance) to optimize energy
■ SBM Offshore engaged in various projects that resulted consumption, reduce equipment trips and associated
in lower emissions. In Guyana a local agricultural project flaring.
leads to lower emissions from food logistics and ■ The establishment of a portfolio of ideas and projects to
investments into a Mangrove project will contribute further reduce the carbon footprint of SBM Offshore’s
amongst others to additional sequestration of carbon. activities.
More information can be found in section 2.2.
The success of the program and the impact on the above
EMISSIONZERO® stated ambitions is highly dependent on market
Early 2020, SBM Offshore announced the emissionZERO® acceptance. SBM Offshore therefore is open for business
concept, which has evolved into a program targeting near on emissionZERO® and welcomes engagement with its
zero emissions. This ambition has also been made part of value chain.
the sustainability policy.

SBM OFFSHORE ANNUAL REPORT 2021 - 61


2 PERFORMANCE REVIEW & IMPACT

emissionZERO
EMISSIONZERO – THE– The Path
® PATH
®

With emissionZERO®, we want to bring to market floating


energy production solutions with near zero emissions

power generation Flaring

emissionZERO ®

PHASE 1 PHASE 2 PHASE 3


implement available increase electrification nullify residual emissions
carbon reduction solutions and develop and implement new
carbon capture technologies power-generation technologies

FUTURE Transformation Office is under the responsibility of the


SBM Offshore remains committed to the ramp-up of CEO. Digital solutions are brought to market through the
emissionZERO® in the coming years and to keep setting Services function, described in section 1.3.3.
targets to reduce emissions, as explained in section 2.2.
Furthermore, SBM Offshore continues to expand the work 2021 PERFORMANCE
under TCFD (see section 1.4.3). In 2021, SBM Offshore has continued to gain technical
On my end, I think we can keep the same graphic, and I propose the following adjustments to
insight and has positioned digitalization as a key enabler of
To reducethe text:
flaring in 2022, SBM Offshore has set a target for SBM Offshore’s strategy and value platforms. SBM Offshore
reduction-in section “With emissionZERO,
2.2. This we
target reflects the want to bring
lessons toDigitalization
uses market floating
to: energy production solutions
with
learned from thenear zero emissions”
achievements and challenges in 2021. ■ Improve safety and enable remote control of

- “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.

62 - SBM OFFSHORE ANNUAL REPORT 2021


■ Optimize assets operations and utilize data science and customers through Smart Services, a New Energy &
artificial intelligence for predictive maintenance. This has Services Product Line.
led to operating cost savings in the FPSOs that ■ 18% increase in the cumulative number of operational
SBM Offshore services on behalf of its clients. signals, compared with 2020, to above 120k. This
■ Optimize project execution through end-to-end process includes key process indicators such as pressure,
platforms (Integra), or visualization and planning of work temperature, etc. − stored and leveraged for remote
fronts at the construction yards. This includes 3D monitoring of rotating equipment and process systems,
Construction and Work Fronts Management or ‘Robotic troubleshooting and machine learning (see below
Process Automation’ (RPA) technologies that allow the graph).
automation of repetitive tasks.
■ Create new opportunities and diversify SBM Offshore’s
revenues by delivering high-value digital services to

DIGITAL TRANSFORMATION AT SBM OFFSHORE

‘DATA COMPANY’ ‘SMART OPERATIONS’ ‘SMART SERVICES’


Transform our data Transform our Transform business model
& information model operating model

‘SMART EXECUTION’
Transform our
execution model

‘EMPLOYEE EXPERIENCE’ people engagement

Digitalization requires adopting an end-to-end approach


NUMBER OF DATA SIGNALS and assessing value throughout the product lifecycle, with
(CUMULATIVE – ‘000)
further roll out of the ERP system contributing. It also
120,000 requires building foundational capabilities that support the
entire structure. Hence, SBM Offshore will reinforce its
100,000 organization with the creation of a central Data Office,
responsible for the definition and governance of the Data
80,000 Model. SBM Offshore will rationalize its digital applications
landscape and develop a data platform enabling access
60,000 and integration of data generated from multiple digital
applications. This data platform will become the enabler of
40,000 the Lifecycle Digital Twin and of the customer portal for
new digital services.
20,000
2.1.9 INNOVATION
0
MANAGEMENT APPROACH
2019 2020 2021
The key objective of innovation at SBM Offshore is to bring
valuable solutions to market that are in line with
FUTURE SBM Offshore’s strategy, in particular those related to the
New technologies are rapidly evolving. SBM Offshore will energy transition. All parts of the organization are
benefit from these new technologies and will develop the
skills and capacity necessary to adopt them.

SBM OFFSHORE ANNUAL REPORT 2021 - 63


• I don’t know about the others’ opinions, but I thought it looked more f un to have the illustrations
around the donut chart instead of outside. The text is def initely more readable the way you did it,
though

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?

encouraged to contribute to• innovations in their field


Looking at the emissionZERO logo, itof Level
actually looks a little (TRL) process
bit disconnected f rom the rest.is based on American Petroleum
Is there
something else we could use instead to represent emission reduction, sustainability, etc?
expertise, from ideation to final implementation. Institute standards (API RP17N) and includes prototype
• We need some indication of what the donut chart represents, which is SBM’s R&D investments.
Not sure if the world icon makes sense in the middle. Maybe testing andanfull
just a legend, FEEDf lask
Erlenmeyer level definition of new systems as part
icon or something else?
The development of new technology is managed by the of the qualification requirements.
• Should we also include the percentage numbers somewhere to make it more evident that it is a
Group Technology Department, which
donut chart? ensures that all

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

SAFETY, QUALITY &


RENEWABLE ENERGY
EFFICIENCY IMPROVEMENTS

2021 PERFORMANCE ■ SBM Offshore’s emissionZERO® program is on track to


In 2021, SBM Offshore continued to increasingly diversify its deliver the phase 1 emissionZERO® FPSO concept. As
development efforts in emerging technologies associated part of this roadmap, the design of a topside module to
with gas, power and renewable energies, allocating 60% of capture CO2 emitted from gas turbine exhaust has been
the Group Technology R&D budget to non-carbon further developed and is expected to be available by
technology. Some of the main development projects 2023.
undertaken in 2021 include: ■ In close collaboration with the newly established gas
■ SBM Offshore’s unique Floating Offshore Wind TLP product line, new technologies and concepts have been
concept has been adopted by the PGL floating wind 50.5% 28.6%
developed related to blue and green ammonia and
farm development project and is progressing through hydrogen.
the EPC phase. In parallel, the next generation of this ■ The first Virtual Reality training for offshore personnel
TLP Floating Offshore Wind foundation, achieving lower has been delivered and rolled out in the fleet, featuring
cost in mass production, is under development. SBM Offshore’s own accumulated operational
■ The innovative S3® Wave Energy Converter (WEC) experience.
project at SBM Offshore’s R&D Laboratory has made ■ The Large Diameter High Pressure swivel test bench has
significant advances. Site work and components been completed in the R&D laboratory. The test bench
qualification are under way to deliver the prototype. The has been designed and commissioned by SBM Offshore
project schedule for completion has been extended, and enables the qualification of new swivel and seal
owing to the COVID-19 pandemic. designs.

64 - SBM OFFSHORE ANNUAL REPORT 2021


■ Following the Ocean Code Hackathon last year, work ■ SBM Offshore commits to a strategy and action plan that
has begun in collaboration with a newly created start-up is compatible with the transition to net-zero by no later
company to produce an artificial intelligence-based than 2050, as explained in section 2.2.
system to detect corrosion in FPSO topsides.
■ Progress was made to diversify and democratize Product development for energy transition is addressed
innovation sourcing within SBM Offshore. Main through SBM Offshore’s New Energies & Services business
achievements were the hosting of the first Technology unit, in collaboration with the Technology Department. An
Conference open to the entire SBM Offshore important step in this process is the development of
community, and the deployment of a crowd-sourced prototypes and pilot projects, which can also be done as
collaborative innovation management platform. co-development projects with partners and/or clients.
■ SBM Offshore has begun working with external open- SBM Offshore monitors its commercial pipeline to allow
innovation platforms to identify promising new SBM Offshore to achieve its envisioned growth goals in line
technologies under development and potential with its 2030 ambition.
partnerships with start-up companies, universities, and
technology institutes. With this management approach for energy transition,
SBM Offshore is addressing the significant risks of oil price
Out of the 44 technology development projects that aim to dependency, portfolio risks and climate change described
increase Technology Readiness Levels (TRL), 35 have been in section 1.4.2.
completed successfully, 3 have been delayed for
completion in 2022 and 6 have been cancelled and SBM Offshore complies with the EU taxonomy regulation
replaced by more promising non-carbon technology and leverages the framework to set targets for and report
developments.The Company filed 31 new patent on the energy transition. Disclosures are found in section
applications to strengthen its existing portfolio of 142 5.1.2.
patent families; in particular in the area of renewables and
digital applications. Over the course of 2021, eleven 2021 PERFORMANCE
innovation projects reached TRL 4.This level demonstrates SBM Offshore has made significant achievements in 2021:
that reliability, function and performance criteria are met in ■ The newly established New Energies and Services entity

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

in SBM Offshore Carros-based laboratory.


MANAGEMENT APPROACH ■ Seawater intake riser program is underway with Shell in
Key elements that enable SBM Offshore’s success in the Brazil to cool FSPO systems and reduce energy use.
energy transition area are: ■ SBM Offshore has invested in renewable energy
■ Product Development for Floating Offshore Wind and
technology and products development, with 60% of the
Wave Energy. total 2021 Group Technology R&D budget applied to
■ Technology Development supporting these product
non-carbon8 technologies. This includes further
developments (see more detail in section 2.1.9). development of next generation of
■ The emissionZERO® program explained in section 2.1.7.
8
Non-carbon technologies have the potential to replace fossil based
7
Based on 2021 eligibility KPI definitions explained in section 5.1.5. technologies with non CO2 emitting alternatives or to capture/reuse CO2

SBM OFFSHORE ANNUAL REPORT 2021 - 65


2 PERFORMANCE REVIEW & IMPACT
Tension-Leg Platform (TLP) floater design, and Wave KPI reported. These activities support the mitigation of
Energy Converter products, as well as studies in energy and/or adaptation to climate change impacts.
storage, desalination, hydrogen and ammonia for
offshore applications. FUTURE
■ SBM Offshore is working on projects that address SBM Offshore will continue to build upon these
emissions reduction along the lifecycle of its business, as achievements and is looking at developing from renewable
part of its emissionZERO® portfolio (see section 2.1.7). energy pilots to commercial scale energy infrastructure, as
well as increasing its role in the supply chain with the aim of
The revenues, CAPEX and OPEX associated with these creating more value. For 2022, SBM Offshore has set a
projects and initiatives add to EU Taxonomy eligible target of investing 50% of its R&D budget into EU
business, as reported in section 5.1.5. SBM Offshore’s Taxonomy eligible9 technologies, as can be read in section
commitments should lead to higher revenues from eligible 5.1.5.
business in the future, with 2021 R&D investment already
reflected in the EU Taxonomy eligible OPEX KPI stated. 2.1.11 MARKET POSITIONING
Above-mentioned R&D investments are visible in the OPEX
MANAGEMENT APPROACH
or to significantly reduce emissions in SBM Offshore’s normal/future fleet
operation. 9
Based on 2021 eligibility KPI definitions explained in section 5.1.5.

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

Market positioning − SBM Offshore performance

Optimize Transform Innovate


SBM Offshore ■ Fleet size of 15 ■ 5 Fast4Ward FPSO projects
® ■ 60% R&D spend on non-
performance ■ Directional Proforma Backlog of under execution, 1 additional carbon technology
US$29.5 billion Fast4Ward® MPF under ■ FOW Project in execution
■ 6 FPSO projects under construction and formation of new Joint
construction ■ Industry leader in sustainability Venture
■ 360 years of cumulative operating ranking
experience ■ emissionZERO®
Benchmarking ■ A leader in its market
■ A leader on occupational safety
■ First among peers to launch branded platform for emissions reduction
■ First among peers with EPC floating offshore wind
■ Industry first with a S3® type Wave Energy converter
■ First among peers in sustainability
■ 95th Percentile S&P Global ESG rating

66 - SBM OFFSHORE ANNUAL REPORT 2021


FUTURE
SBM Offshore is committed to safe, sustainable and
affordable energy for generations to come. SBM Offshore
aspires to industry leadership, by understanding
stakeholder interests and increasing the size and value of
the business. In 2022, SBM Offshore’s focus remains the
safe and reliable execution of its ongoing projects and
operation of its fleet. SBM Offshore also continues to
engage early with clients and vendors to make further
progress on the emissionZERO® program and grow its
renewables business. SBM Offshore will continue
innovating along the energy transition. There will also be
more focus on digitalization and offering digital solutions to
the market. Finally, sustainability performance is key to
long-term market positioning. See section 2.2 for future
developments in that area.

SBM OFFSHORE ANNUAL REPORT 2021 - 67


2 PERFORMANCE REVIEW & IMPACT

2.2 SUSTAINABLE DEVELOPMENT its stakeholders. SBM Offshore is committed to alignment


with the Organization for Economic Co-operation and
AND LOCAL IMPACT
Development (OECD) Guidelines for Multinational
MANAGEMENT APPROACH Enterprises (MNE). Furthermore, to provide context for
SBM Offshore is committed to sustainability, which SBM Offshore’s targets and performance, SBM Offshore
contributes to SBM Offshore’s vision of providing safe, leverages the UN SDG framework. SBM Offshore has
sustainable and affordable Energy. SBM Offshore follows identified seven SDGs that are most material to its
the Global Reporting Initiative (GRI) standards to report on business. Building on the long-term guidance presented in
non-financial performance, as well as on indicators for its 2020, SBM Offshore has set specific time-bound long-term
material topics. targets for the selected SDGs. These targets and
underlying roadmaps are built with inputs and
SBM Offshore has a Sustainability Policy which includes commitments from different business entities as part of
commitments and guiding principles for SBM Offshore and business plans and budgets.

SUSTAINABLE DEVELOPMENT GOALS: LONG TERM TARGETS


(BY 2030 UNLESS SPECIFIED OTHERWISE)

SDG TARGET AREA LONG TERM COMPANY TARGETS

• Health and Well-being • A leader on Employee Health & Well-being

• Education for
• Co-develop climate change & energy transition awareness
Sustainable
program for developing regions
Development

• Access to Energy • Approved investment plans in support of net-zero by no


later than 2050 (Downstream Leased Assets installed base)

• Energy Efficiency • Project offices consume 100% of green energy

• 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

• >2GW FOW installed or under construction by 2030


• Energy Transition &
Decarbonization
• Offer the market with near zero emissions FPSO

• Climate Change • Run a strategy and action plan compatible with a transition
Management to net-zero by no later than 2050

• Reduce Oil in Water Discharge Intensity to zero


• Ensure Ocean Health
& Protect Ecosystems
• Develop Marine Diversity Intelligence & Improvement
Framework, including target management

68 - SBM OFFSHORE ANNUAL REPORT 2021


Sustainability is positioned in the portfolio of the CEO. In program is linked to SBM Offshore’s Short-Term Incentive
addition to a sustainability department, SBM Offshore has (STI) scheme. In 2021, SBM Offshore added a company
sustainability ambassadors in various business and target for SDG 4 and further developed its SDG-related
functional divisions to drive the implementation of the company targets towards 2030. The table below
sustainability strategy and embed it within the ways of demonstrates how SBM Offshore has performed on 2021
working. targets. SBM Offshore aims to achieve 100% completion of
targets.
2021 PERFORMANCE
In 2021, SBM Offshore built on previous years’ efforts and
commitments to selected SDG targets. This performance

SUSTAINABLE DEVELOPMENT GOALS: COMPANY TARGETS FOR 2021

SDG 2021 COMPANY TARGETS 2021 ACTUAL

• 70% of targeted employees participating in health checks 75%

• Establish an Offshore Energy & Industry Training Centre 23%


in Guyana completion

• Mass of gas flared under SBM Offshore Account 1.66


(1.6 MMscft/day) Average per unit

• 100% completed actions* based on 2020 sustainability reports


98%

• 90% of identified high risk vendors responding to 97%


Human Rights screening

• Total Recordable Injury Frequency Rate 0.18 or below


0.06

• Min. 50 % of the 2021 R&D budget allocated to 60%


non-carbon technologies

• 4 low carbon modules developed for Fast4Ward® catalogue 6

• 20% reduction of air travel related CO2 emissions versus 2019 61%

66%
• Manage oil in water discharge to 50% below IOGP average

* Excl. Liza Destiny (FPSO)

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

SBM OFFSHORE ANNUAL REPORT 2021 - 69


2 PERFORMANCE REVIEW & IMPACT
year-end to invest in a local training center. This enables a Ranking of SBM Offshore in Sustainability Benchmarks
catch-up on this target during the first half of 2022.
Benchmark 2021 2020 Comment
CDP B B ’Taking Climate
Regarding SDG 7, Affordable and Clean Energy, an Action’
explanation of the flare emissions performance is given in
Very High data
detail under section 2.1.7. SBM Offshore is pleased with S&P Global, percentile 95 93 availability
nearly meeting the target and learned lessons from #1 amongst
challenges described in section 2.1.7. On office Sustainalytics, percentile 93 91 peers
certification, SBM Offshore finished 98% of its action plan
for 2021. In one of the office buildings a gas consumption Local impact
reduction action was completed to 75%, inhibiting an Across the world SBMers took action in the spirit of the
overall 100% completion on this specific SDG-linked target. SDGs. A few examples are highlighted below.

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

70 - SBM OFFSHORE ANNUAL REPORT 2021


On June 8, SBM Offshore celebrated World Oceans Day, FUTURE
including a company-wide photo contest and local SBM Offshore has formulated SDG-linked targets for 2022
activities. During Life Day 2021 nearly 700 SBMers as per below graph. Furthermore, the Company is adding
participated in a workshop addressing SDGs 13 & 14 two additional SDGs to its program – in order to further
whereas other SBMers attended workshops around drive performance on diversity & inclusion (SDG 10) and
Speaking Up, Mental Health & Well-being and Work-Life circularity (SDG 12). Explanations of the action and
Balance. performance for these SDGs are given in the
section ’Retaining & Developing Employees’ and the
Worldwide over 30 charitable donations were made, in line update on Deep Panuke decommissioning under section
with the SDGs, across the various locations where 2.1.4. Long-term and annual targets for the additional SDGs
SBM Offshore is active. These include contributions to local will be developed and disclosed at a later stage.
education and scholarships, children’s health and well-
being, women’s inclusion in business, sustainable fishing, During 2022, SBM Offshore will continue to assess SDGs, to
an ocean protection expedition and COVID-19 support in see where additional action can be taken in the future.
various countries.

SUSTAINABLE DEVELOPMENT GOALS: COMPANY TARGETS FOR 2022


SDG TARGET AREA 2022 COMPANY TARGETS

• Employee Health and • >70% participation in Health Check Program* and


Well-being >50% participation in Mental Health survey

• Education for
• Climate change & energy transition awareness program for
Sustainable
offshore community
Development

• Scope 3 Emission • Operational Excellence on Gas Flared. Fleet average:


Reduction 1.7 mmscf/d
(Average per operational unit including FPSO Unity from
July 2022 onwards)

• Energy Efficiency • 100% Completed Office Sustainability Actions

• Social Performance • 95% of Project Key Resources trained on human rights


awareness and responsibilities

• Occupational Safety • Total Recordable Injury Frequency Rate 0.15 or below

• Energy Transition & • Min 50% of R&D budget allocated EU Taxonomy


Decarbonization eligible activities
• Design of all electrical-drive FPSO as part of
emissionZERO® portfolio

• Climate Change • Internal validation of targets in line with net-zero ambition,


Management applying a science-based approach

• Manage Oil in Water Discharge to 50% below IOGP average


• Ensure Ocean Health
• Launch of an environmental data observation pilot program
& Protect Ecosystems
with identified partners

* 70% of an employee base that is larger than in 2021


+ an updated roadmap for SDG 3 to be delivered and approved in 2021

SBM OFFSHORE ANNUAL REPORT 2021 - 71


72 - SBM OFFSHORE ANNUAL REPORT 2021
SBM OFFSHORE ANNUAL REPORT 2021 - 73
3 GOVERNANCE

3.1 MANAGEMENT BOARD AND SUPERVISORY BOARD

MANAGEMENT BOARD

PHILIPPE BARRIL DOUGLAS WOOD BRUNO CHABAS ERIK LAGENDIJK


(FRENCH, 1964) (BRITISH, 1971) (SWISS AND FRENCH, 1964) (DUTCH, 1960)

POSITION: POSITION: POSITION: POSITION:


Chief Operating Officer Chief Financial Officer Chief Executive Officer as Chief Governance and
as of April 2015 as of November 2016 of January 2012, previously Compliance Officer as of
Chief Operating Officer as of April 2015
May 2011

OTHER MANDATES:
Non-Executive Director of
FORACO International S.A.,
Non-Executive Director
at GTT (Gaztransport &
Technigaz)

74 - SBM OFFSHORE ANNUAL REPORT 2021


SUPERVISORY BOARD

For the full bio’s including


previous positions please ROELAND BAAN FRANCIS GUGEN INGELISE ARNTSEN
visit our website: (DUTCH, M, 1957) (BRITISH AND IRISH, M, (DANISH, F, 1966)
www.sbmoffshore.com First appointed in 2018, expiry 1949) First appointed in 2021, expiry
current term in 2022 First appointed in 2010, expiry current term in 2025
POSITIONS: current term in 2022 POSITIONS:
Chairman of the Supervisory POSITIONS: Member of the Technical and
Board, Chairman of Vice-Chairman of the Commercial Committee
the Appointment and Supervisory Board, Chairman OTHER MANDATES:
Remuneration Committee of the Audit and Finance Member of the Supervisory
dealing with selection and Committee Board of Statkraft AS,
appointment matters OTHER MANDATES: Chairman of the Supervisory
OTHER MANDATES: Executive Chairman of Smart Board of Asplan Viak AS,
CEO of Haldor Topsoe A/S Matrix Limited, Founder Member of the Supervisory
member of POWERful women Board of Exportfinans Norge,
Member of the Supervisory
Board of Beerenberg AS,
Member of the Supervisory
Board of Corvus Energy AS

BERNARD BAJOLET SIETZE HEPKEMA CHERYL RICHARD JAAP VAN WIECHEN


(FRENCH, M, 1949) (DUTCH, M, 1953) (AMERICAN, F, 1956) (DUTCH, M, 1972)
First appointed in 2018, expiry First appointed in 2015, expiry First appointed in 2015, expiry First appointed in 2020, expiry
current term in 2022 current term in 2023 current term in 2023 current term in 2024
POSITIONS: POSITIONS: POSITIONS: POSITIONS:
Member of the Supervisory Member of the Supervisory Member of the Supervisory Member of the Supervisory
Board, Member of the Board, Member of Board, Chairman of Board, Chairman of the
Technical and Commercial the Appointment and the Appointment and Technical and Commercial
Committee Remuneration Committee, Remuneration Committee Committee, Member of the
OTHER MANDATES: Member of the Audit and dealing with remuneration Audit and Finance Committee
Consultant of Amarante Finance Committee matters OTHER MANDATES:
International / member of the OTHER MANDATES: OTHER MANDATES: Member of the Executive
Strategy Orientation Board Chairman of the Supervisory Non-Executive Director of Gulf Board of HAL Holding N.V. /
Board of Wavin N.V., Member Island Fabrication Inc director HAL Investments B.V.,
of the Dutch Monitoring Member of the Advisory Board Chairman of the Supervisory
Committee Corporate for the National Association of Board of Mondhoekie B.V.
Governance Code, Member Corporate Directors, Tri-Cities (Coolblue), Member of the
of the Board of Stichting Chapter - Austin Supervisory Board of Atlas
Continuïteit Signify, Senior Services Group Holding B.V.,
Advisor Bain Capital Private Member of the Supervisory
Equity Europe, Member of the Board of Royal Boskalis
Board of Stichting Continuity Westminster N.V.
ProQR Therapeutics

SBM OFFSHORE ANNUAL REPORT 2021 - 75


3 GOVERNANCE

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

76 - SBM OFFSHORE ANNUAL REPORT 2021


3.2.3 SUPERVISORY BOARD AND has drawn up a retirement schedule for its members, which
COMMITTEES is available on the Company’s website.

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

SBM OFFSHORE ANNUAL REPORT 2021 - 77


3 GOVERNANCE
■ The discharge of the Management Board and of the 3.2.6 ISSUE, REPURCHASE AND
Supervisory Board. CANCELLATION OF SHARES
■ Corporate Governance.
■ The delegation of authority to issue shares and to The General Meeting or the Management Board, if
restrict or exclude pre-emptive rights. authorized by the General Meeting and with the approval
■ The delegation of authority to purchase own shares. of the Supervisory Board, may resolve to issue shares.
■ The composition of the Supervisory Board and of the
Management Board. The General Meeting or the Management Board, subject to
the approval of the Supervisory Board, shall set the price
In addition, certain specific topics may be added to the and further conditions of issue, with due observance of the
agenda by the Supervisory Board. provisions contained in the articles of association. Shares
shall never be issued below par, except in the case as
Proposals to the agenda of General Meetings can be made referred to in article 2:80 (2) Dutch Civil Code. At the 2021
by persons who are entitled to attend General Meetings, AGM, the shareholders have delegated to the
solely or jointly representing shares amounting to at least Management Board for a period of eighteen months and,
1% of the issued share capital, or with a market value of at subject to the approval of the Supervisory Board, the
least EUR50 million. Proposals of persons who are entitled authority to issue ordinary shares up to 10% of the total
to attend the shareholders meetings will only be included outstanding shares at that time. In addition, authorization
in the agenda if such proposals are made in writing to the was granted to restrict or to exclude pre-emption rights, as
Management Board not later than sixty days before that provided for in article 6 of the Company’s articles of
meeting. association for a period of eighteen months and subject to
the approval of the Supervisory Board.
With reference to the articles of association, all
shareholders are entitled, either personally or by proxy The Management Board may, with the authorization of the
authorized in writing, to attend the General Meeting, to General Meeting and the Supervisory Board and without
address the General Meeting and to vote. The articles of prejudice to the provisions of article 2:98 Dutch Civil Code
association do not provide for any limitation of the and the articles of association, cause the Company to
transferability of the ordinary shares and the voting rights of acquire fully paid-up shares in its own capital for valuable
shareholders are not subject to any limitation. consideration. The Management Board may resolve,
subject to the approval of the Supervisory Board, to
At the General Meeting, each ordinary share with a nominal dispose of shares acquired by the Company in its own
value of EUR0.25 each shall confer the right to cast one (1) capital. No pre-emption right shall exist in respect of such
vote. Each protective preference share with a nominal value disposal. At the 2021 AGM, the shareholders have
of EUR0.25 each shall confer the right to cast one (1) vote, delegated the authority to the Management Board for a
when issued. None of the protective preference shares period of eighteen months, as from April 7, 2021 and
have been issued to date. Unless otherwise required by law subject to approval of the Supervisory Board, to repurchase
or the articles of association of the Company, all resolutions up to 10% of the total outstanding shares at that time.
shall be adopted by an absolute majority of votes. The
General Meeting may adopt a resolution to amend the On August 5, 2021 SBM Offshore initiated a EUR150 million
articles of association of the Company by an absolute share repurchase program, with the objective of share
majority of votes cast, but solely upon the proposal of the capital reduction and, in addition, to provide shares for
Management Board, subject to the approval of the regular management and employee share programs. The
Supervisory Board. The articles of association are reviewed repurchase program was completed on October 11, 2021.
on a regular basis and were last amended in April 2016. The execution of the share repurchase program was done
under the terms of an engagement letter with a third-party
Due to the COVID-19 pandemic, the 2021 AGM was held and performed in compliance with the safe harbor
virtually and shareholders could cast their votes prior to provisions for share repurchases. In accordance with the
and real-time in the meeting. 135,310,224 ordinary shares European Market Abuse Regulation, the Company
participated in the voting, equal to 71.7% (2020: 64.5%) of informed the market through weekly press releases and
the then total outstanding share capital of 188,671,305 updates on its website. In 2021, 8 million shares in the
ordinary shares. All proposed resolutions were adopted. capital of SBM Offshore were cancelled. The EUR150
The outcome of the voting of the meeting was posted on million share repurchase program and the cancellation of 8
the Company’s website on the day following the 2021 million shares was executed under the authorization of the
AGM. 2021 AGM resolution. More information can be found in
section 4.2.4 of this Annual Report.

78 - SBM OFFSHORE ANNUAL REPORT 2021


3.2.7 EXTERNAL AUDITOR independence, continuity and/or the identity of the
Company in breach of those interests are deterred. The
The external auditor of SBM Offshore is appointed by the
Foundation will perform its role, and take all actions
General Meeting on the proposal of the Supervisory Board
required, at its sole discretion. In the exercise of its
upon the selection process and nomination of the Audit
functions it will, however, be guided by the interests of the
and Finance Committee and the advice of the
Company and the business enterprises connected with it,
Management Board.
and all other stakeholders, including shareholders and
employees.
PricewaterhouseCoopers Accountants N.V.
(’PricewaterhouseCoopers’) was first appointed during the
The Foundation is managed by a Board, the composition of
2014 AGM and re-appointed during the 2021 AGM for a
which is intended to ensure that an independent
period of three years and ending with the audit of the
judgement may be made as to the interests of the
financial year 2023. Pursuant to the Dutch Auditors
Company. The Board consists of a number of experienced
Profession Act (Wet op het accountantsberoep), the audit
(former) senior executives of multinational companies: Mr.
firm of a so-called public interest entity (such as a listed
A.W. Veenman, Chairman, Mr. B. Vree, Vice-Chairman, Mr.
company) is required to be replaced if the audit firm has
R.H. Berkvens, Ms. H.F.M. Defesche and Mr. J.O. van
performed the statutory audits of the company for a period
Klinken. To be kept informed about the business and
of ten consecutive years, which term ends with the audit of
interests of the Company, the Chairman of the Supervisory
the financial year 2023. Based on auditor independence
Board, the CEO and the CGCO are invited to attend the
requirements, the lead auditor in charge of the
Foundation Board meetings.
SBM Offshore account is changed every five years.
The Management Board, with the approval of the
The external auditor attends all meetings of the Audit and
Supervisory Board, has granted a call option to the
Finance Committee, as well as the meeting of the
Foundation to acquire a number of preference shares in the
Supervisory Board at which the financial statements are
Company’s share capital, carrying voting rights, equal to
approved. The external auditor receives the financial
one half of the voting rights carried by the ordinary shares
information and underlying reports of the quarterly results
outstanding immediately prior to the exercise of the
and is given the opportunity to comment and respond to
option, enabling it effectively to perform its functions, at its
this information.
sole discretion and responsibility, as it deems useful or
desirable.
Pursuant to the Auditor’s Profession Act, the auditors are
prohibited from providing the Company with services in the
The option agreement between SBM Offshore and the
Netherlands other than ’audit services aimed to provide
Foundation was last amended and restated in 2011, to
reliability concerning the information supplied by the
reflect a waiver by the Company of its put option and the
audited client for the benefit of external users of this
alignment of the nominal value of the protective preference
information and also for the benefit of the Supervisory
shares with the nominal value of ordinary shares by
Board, as referred to in the reports mentioned’. During
reducing the nominal value of EUR1 to EUR0.25 and the
2021, a small number of limited-scope non-audit services
related increase in the number of protective preference
were provided by foreign member firms of the
shares, as per the amended articles of association of the
PricewaterhouseCoopers global network, taking into
Company. The Foundation is independent, as stipulated in
account the external auditor’s independence rules and
article 5:71 (1) (c) Financial Markets Supervision Act.
SBM Offshore’s policy in this regard.

3.2.9 OTHER REGULATORY MATTERS


3.2.8 STICHTING CONTINUÏTEIT SBM
OFFSHORE CONFLICTS OF INTEREST
The members of the Management Board have a services
In this section, SBM Offshore’s anti-takeover measures are contract with SBM Offshore N.V. These contracts stipulate
described, as well as the circumstances under which it is that members of the Management Board may not compete
expected that these measures may be used. with the Company. Conflict of interest procedures are
included in the Management Board and Supervisory Board
A foundation ‘Stichting Continuïteit SBM Offshore’ (the Rules and the Company’s Code of Conduct, and reflect
Foundation), was established on March 15, 1988. In Dutch law and the principle and best practices of the Dutch
summary, the objectives of the Foundation are to represent Corporate Governance Code. In 2021, there were no
the interests of SBM Offshore in such a way that the conflicts of interest in relation to the members of the
interests of the Company and of all parties involved in this Management Board and Supervisory Board reported other
are safeguarded, and that influences which could affect the

SBM OFFSHORE ANNUAL REPORT 2021 - 79


3 GOVERNANCE
than ordinary course compensation arrangements. The Operations, Strategic Growth and New Energies &
Company is compliant with best practice 2.7.3 to 2.7.4 of Services, as well as the Group HR Director and the Chief
the Corporate Governance Code. Strategy Officer. In principle, the Executive Committee
meets every three weeks. In the meetings strategic,
In 2021, SBM Offshore did not enter into transactions with operational and organisational topics are discussed.
persons who held at least ten percent of the shares in the
Company. The Company is compliant with best practice DIVERSITY
2.7.5 of the Corporate Governance Code. In 2021, a revised Diversity Policy for the Supervisory Board
and for the Management Boardwas finalised and can now
REGULATIONS CONCERNING OWNERSHIP OF be found on the Company website. Diversity targets found
AND TRANSACTIONS IN SHARES to be relevant are i) nationality/cultural background with a
In addition to the Company’s Insider Trading Rules, the due and fair representation of the geographic regions in
Supervisory Board rules and Management Board rules which the Company operates and ii) gender. At least one
contain a provision stipulating that Supervisory Board and third of the Supervisory Board members should be male
Management Board members will not trade in Company and one third should be female. The Company will set
shares or other shares issued by entities other than the diversity targets for the Management Board and senior
Company on the basis of share price sensitive information if management in 2022.
this information has been obtained in the course of
managing or supervising the Company’s business. For In 2021 the members of the Management Board covered
information about the shares (or other financial instruments) four and the members of the Supervisory Board covered six
held in SBM Offshore N.V. by members of the Management nationalities. Two additional nationalities were represented
Board, reference is made to section 4.3.6 of the notes to in the Executive Committee. A broad range of experience
the consolidated financial statements. in the geographic regions the Company operates is seen,
or in case of new regions, experience is being build up. For
CHANGE OF CONTROL gender, as at December 31, 2021 28.5% of the Supervisory
The Company is not a party to any material agreement that Board members was female, whereby it is noted that a
takes effect, alters or terminates upon a change of control female candidate is proposed to be appointed at the 2022
of the Company following a take-over bid as referred to in AGM.The Management Board consisted of 100% males.
section 5:70 of the Dutch Financial Markets Supervision Act, More than for re-appointments, whereby experience and
other than as mentioned in this paragraph. good performance are weighing heavily on the decision,
SBM Offshore N.V. has a revolving credit facility agreement new appointments offer opportunity to re-balance the
under which the approval of the participating lenders must composition in view of fair and equal gender
be obtained in the event of a change in control of the representation when needed. The targets set for (gender)
Company after a public take-over bid has been made. diversity will be taken into consideration when there are
Certain vessel charter contracts contain clauses to the vacancies in the Supervisory Board, Management Board
effect that the prior consent of the client is required in case and senior management positions.
of a change of control or merger or where the company
resulting from such change of control or merger would CODE OF CONDUCT AND SPEAK UP LINE
have a lower financial rating or where such change The Company has a Code of Conduct which is built on the
of control or merger would affect the proper execution of Company’s four core values Integrity, Care,
the contract. In addition, local bidding rules and Entrepreneurship and Ownership. Reporting channels and
regulations (e.g. in Brazil for Petrobras) may require client a Speak Up Line are in place and enable SBM Offshoreto
approval for changes in control. A change of control clause carefully listen to its employees and partners in the value
is included in the services contract between the Company chain about concerns related to potential violations against
and each of the members of the Management Board. the Code of Conduct, Core Values, or the law. The Speak
Up Line, managed by an independent third party, is
EXECUTIVE COMMITTEE available 24 hours a day, 365 days a year, supports multiple
Since the end of 2012, an Executive Committee has been in languages, and allows for anonymous and confidential
place. The Executive Committee facilitates decision-making reporting. For more details on SBM Offshore’s compliance
without detracting from the exercise of statutory program reference is made to section 3.6.2. The Code of
responsibilities by the members of the Management Board Conduct can be found on the Company website.
and the internal company authority matrix. Currently, the
Executive Committee is comprised of the Management COMPLIANCE WITH THE CODE
Board members, the Managing Directors of Floating SBM Offshore complies with the principles and best
Production Solutions, Global Resources & Services, practices of the Corporate Governance Code.

80 - SBM OFFSHORE ANNUAL REPORT 2021


3.3 REPORT OF THE SUPERVISORY meaning of best practice provisions 2.1.7 to 2.1.9 inclusive
of the Corporate Governance Code. The exception is Jaap
BOARD
van Wiechen in view of his position as member of the
Composition Executive Board of HAL Holding N.V./director HAL
In 2021, Laurence Mulliez stepped down after the 2021 Investments B.V. Sietze Hepkema who was a Management
AGM after six years of service. Following the departure of Board member of SBM Offshore until this appointment as
Andy Brown, Francis Gugen took over as Vice-Chairman of Supervisory Board member in April 2015, qualifies as
the Supervisory Board. The Supervisory Board welcomed independent Supervisory Board member as of April 16,
Ingelise Arntsen who was newly appointed at the 2021 2020.
AGM for a period of four years, until the 2025 AGM. In 2021
the Supervisory Board also announced its intention to Meetings
nominate Hilary Mercer as member of the Supervisory In 2021, the Supervisory Board held seven scheduled
Board. In accordance with best practice 2.2.2 of the meetings, one additional meeting and some ad hoc calls.
Corporate Governance Code, the profile, the Due to the COVID-19 pandemic, Supervisory Board
competencies and background of the Supervisory Board members mostly participated in the meetings via video
members already in function, as well as the Diversity Policy conferencing. The Supervisory Board assessed that its
for the Supervisory Board, were closely observed for members have adequate time available to give sufficient
nominations made. attention to the Company. In 2021, the attendance
percentage of the Supervisory Board for the meetings was
Independence 98.21%. The table below shows the overview of the
As per year-end, six out of seven Supervisory Board attendance in 2021 at scheduled meetings for the
members are independent from the Company within the individual members out of the number eligible to attend.

Technical and Commercial Appointment and Remuneration


Members1 Supervisory Board Audit and Finance Committee Committee Committee
Roeland Baan (Chairman) 8/8 - - 5/5
Francis Gugen 8/8 5/5 - -
(Vice-Chairman)
Ingelise Arntsen 6/6 - 3/3 -
Bernard Bajolet 8/8 - 6/6 -
Sietze Hepkema 8/8 3/3 - 5/5
Cheryl Richard 8/8 - - 5/5
Jaap van Wiechen 7/8 4.5/5 6/6 -
Laurence Mulliez 2/2 2/2 3/3 -
1 Where a Supervisory Board member retired from or was appointed to the Supervisory Board, stepped down from a Committee or was appointed throughout
the year, only meetings during his/her tenure were taken into account

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 81


3 GOVERNANCE
In February 2021, the Supervisory Board approved the 2020 and institutional investors lead to a proposal to the General
Financial Statements and the proposal to the General Meeting of a revised remuneration policy for the
Meeting of an all cash dividend distribution. In the same Management Board (RP 2022), which the General Meeting
meeting, the 2021 operating plan was approved in its final approved. The SBM Offshore organisation in relation to the
form. The Supervisory Board also nominated challenges in relation to the COVID-19 pandemic and in
PricewaterhouseCoopers for re-appointment as external general were regularly discussed. The results of the 2021
auditor. In August, the Supervisory Board approved the Pulse Survey (employee satisfaction survey) and action
launch of a EUR150 million share buyback program. On plans were presented and reviewed. Furthermore, time was
various occasions during the year, the strategy, progress on spent on talent management and leadership development.
the implementation thereof, as well as the risks related to
its realization, were reviewed and discussed. As an THE SUPERVISORY BOARD COMMITTEES
example, these discussions included the strategic position The Supervisory Board has appointed three committees
of the Company in the energy transition for its clients and which are formed from among its members. These
the fast-developing floating offshore wind market. The committees have advisory powers, share the main
Long-Term Strategic Plan was discussed and approved in considerations and conclusions of their meetings in the
December. The Supervisory Board annually discusses the Supervisory Board meeting and provide recommendations
Company’s risk appetite. In addition, the Supervisory Board for decision by the Supervisory Board. The composition of
frequently discussed the elements of the Management each committee as at December 31, 2021 is detailed below.
Board remuneration policy. The feedback of shareholders

Appointment and Remuneration Committee


Members Audit and Finance Committee Technical and Commercial Committee Appointment matters Remuneration matters
Roeland Baan (Chairman) Chairman √
Francis Gugen (Vice- Chairman) Chairman
Ingelise Arntsen1 √
Bernard Bajolet √
Sietze Hepkema √2 √ √
Cheryl Richard √ Chairman
Jaap van Wiechen √ Chairman3
1 Appointed as per April 7, 2021
2 Appointed as per April 7, 2021
3 Appointed as per January 24, 2021

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

82 - SBM OFFSHORE ANNUAL REPORT 2021


including managerial judgements and key accounting Chairman of the Technical and Commercial Committee
estimates. Additionally, the Audit and Finance Committee reported to the Supervisory Board on the principal issues
formally evaluated the external auditor and discussed its re- discussed, on actions arising and the follow-up of such
appointment, also in view of the change in lead audit actions and made recommendations on those matters
partner as from the financial year 2021. The outcome of the requiring a decision. The meetings were attended by the
evaluation was positive. Management Board, and relevant senior management
representatives who gave presentations on specific topics
Appointment and Remuneration Committee within the remit of the Technical and Commercial
The Appointment and Remuneration Committee had five Committee.
scheduled meetings in 2021. The attendance rate of the
Appointment and Remuneration Committee meetings was The main subjects discussed by the Technical and
100%. In addition to scheduled meetings, various ad hoc Commercial Committee were the following: the COVID-19
meetings took place to prepare and discuss the pandemic and the impact on the fleet and operations,
Management Board remuneration policy. The Appointment Health, Safety, Security and Environment and Process
and Remuneration Committee consists of two parts as Safety performance, operational performance and strategy,
prescribed by the Corporate Governance Code: a part for project resourcing and execution, sales, marketing and
Selection and Appointment matters and a part for tender activities, client relationships, technology and
Remuneration matters. During the Supervisory Board innovation developments.
meetings, the respective Chairperson reported on the
selection and appointment matters and on the INDUCTION, TRAINING AND PERFORMANCE
remuneration matters reviewed by the Committee, on ASSESSMENT
actions arising and the follow-up of such actions. They Following appointment to the Supervisory Board, new
made recommendations on those matters that require a members receive a comprehensive induction tailored to
decision from the Supervisory Board. The meetings were their needs. This includes sessions with members of the
attended by the Management Board and the Group HR Management Board and senior management in which they
Director, except where the Appointment and Remuneration are informed on all relevant aspects of the Company as well
Committee chose to discuss matters in private. as site visits. Furthermore, during the first year of
appointment, new members often are present at the
The main remuneration matters discussed by the meetings of committees of which they are not a member. In
Appointment and Remuneration Committee in 2021 were: 2021, SBM Offshore welcomed one new member to the
determination of the relevant remuneration of the Supervisory Board. Due to the COVID-19 restrictions, the
Management Board (Short-Term Incentive target setting induction program took place in the form of sessions with
and realization, and the Value Creation Stake award) and the Management Board and senior management, as well as
the Remuneration Policy for the Management Board. On participation in the annual mid-year Strategy Seminar.
Management Board remuneration matters, the views of the Regrettably, site visits were not possible in 2021.
Management Board members on their own remuneration Both the Management Board and the Supervisory Board
have been noted. spent time on deep dives on various relevant subjects, for
example the energy transition and the role of the Company
The main selection and appointment matters discussed herein. In addition, Supervisory Board members
were: succession planning, the proposal to nominate participated in various e-Learnings via the SBM Offshore
Douglas Wood for re-appointment as member of the Compliance platform. Site visits are seen as an opportunity
Management Board, the proposal to nominate Ingelise for continuing education. In December a virtual site tour by
Arntsen for appointment as member of the Supervisory means of a pre-recorded video was organised for the
Board, talent management, the SBM Offshore Supervisory Board to review the progress of the Provence
organizational structure, employee well-being (Pulse Grand Large project. Site visits in physical form are to be
Survey) and culture. continued if and when is possible.
In August 2021, the Supervisory Board assessed the profiles
Technical and Commercial Committee and the competencies of the individual Supervisory Board
In 2021, Jaap van Wiechen was elected as Chairman of the members. Annually, an assessment on the functioning of
Technical and Commercial Committee due to the the Supervisory Board, its Committees and its members is
departure of Andy Brown. As from April 2021, Ingelise performed. In principle this is done with an external advisor
Arntsen became a member of the Committee. The every three years. As the 2019 performance evaluation was
Technical and Commercial Committee convened six times done with an external advisor, the Supervisory Board
in 2021. The attendance rate of the Technical and conduced a self-assessment in November 2021 via a survey
Commercial Committee for these meetings was 100%. The which was completed by the members of the Supervisory

SBM OFFSHORE ANNUAL REPORT 2021 - 83


3 GOVERNANCE
Board and the Management Board. Questions asked CONCLUSION
regarded institutional and procedural matters, the The Financial Statements have been audited by the
performance of the Supervisory Board members, and the external auditor, PricewaterhouseCoopers Accountants N.V.
Management Board performance and collaboration with Their findings have been discussed with the Audit and
the Supervisory Board. The outcome was discussed by the Finance Committee and the Supervisory Board in the
Supervisory Board in December 2021. The overall feedback presence of the Management Board. The external auditor
from the assessment was positive. The Supervisory Board have expressed an unqualified opinion on the Financial
and the Management Board have discussed how to further Statements.
enhance and optimise discussions around the strategy.
Some practical suggestions on the organization of the The members of the Supervisory Board have signed the
meetings were also made and will be implemented, such as 2021 Financial Statements pursuant to their statutory
a further optimization of the annual schedule of topics to obligations under article 2:101 (2) of the Dutch Civil Code.
be addressed in the Supervisory Board and Committee The members of the Management Board have signed the
meetings. The Chairman of the Supervisory Board 2021 Financial Statements pursuant to their statutory
frequently spoke with the CEO and other Management obligations under article 2:101(2) of the Dutch Civil Code
Board members outside the meetings. The Management and article 5:25c (2) (c) of the Financial Markets Supervision
Board reviewed its functioning as a whole and that of the Act. The Supervisory Board of SBM Offshore N.V.
individual Management Board members on various recommends that the General Meeting adopts the
occasions throughout the year. During these sessions, its Financial Statements for the year 2021.
role and responsibilities, meeting efficiency and the
relationship with the Supervisory Board and senior Supervisory Board
management was also discussed. Overall, it was concluded Roeland Baan, Chairman
that both the Supervisory Board and the Management Francis Gugen, Vice-Chairman
Board function properly and effectively and that the Ingelise Arntsen
relationship is constructive. Bernard Bajolet
Sietze Hepkema
Cheryl Richard
Jaap van Wiechen

Schiphol, the Netherlands


February 9, 2022

84 - SBM OFFSHORE ANNUAL REPORT 2021


3.4 REMUNERATION REPORT are guided by our Core Values: Integrity, Care,
Entrepreneurship and Ownership.
In this report, the remuneration for the Management Board
and Supervisory Board is described. The first part contains The underlying principles of the remuneration policy of the
a description of the remuneration policy for the Management Board of SBM Offshore N.V. support the
Management Board, how it was implemented for the vision and ambition and aim for long-term value creation of
Management Board members over 2021 and various other the Company through the Value Creation Stake balanced
Management Board remuneration information. The second with pay for performance through the Short-Term Incentive
part describes the remuneration policy for the Supervisory (STI). Sustainability11 is an integral part of the STI
Board and how it was implemented over 2021. performance areas (through Health, Safety, Security and
Environment).
3.4.1 MANAGEMENT BOARD
REMUNERATION POLICY The Company’s strategy is aimed at optimizing,
At the 2021 AGM, the Remuneration Policy 2022 (RP 2022) transformation and innovation of SBM Offshore’s business
was adopted (90.98% in favor). This policy became effective processes in order to grow in size and create value. This is
January 1, 2022. Over 2021, the former policy, RP 2018, still reflected in the STI performance areas of Profitability,
applied. RP 2018 was adopted at the 2018 AGM and Growth and Sustainability Performance. Through the STI
became effective January 1, 2018. Full details and the performance areas, Management Board remuneration is
principles and rationale for the RP 2018 are available on directly linked to the success of the Company and the value
SBM Offshore’s website in the remuneration policy section delivered to shareholders.
under Corporate Governance Documents.
Employment conditions and pay of the Company’s
The Company remunerates members of the Management employees within SBM Offshore are being taken into
Board for long-term value creation. RP 2018 and RP 2022 account when formulating the remuneration policy, for
are both based on competitive remuneration aligned with instance through the internal pay-ratio analysis.
the long-term performance of SBM Offshore. It is built on Employment conditions for Management Board members
six reward principles: simplicity, flexibility, predictability, may differ from those applicable to employees, also
competitiveness, alignment and, most importantly, driving because Management Board members have a service
the right results. contract rather than an employment relationship. The
principles of the remuneration policy are used as a
This remuneration report has been drafted in accordance guideline for employment conditions at SBM Offshore as a
with the EU Shareholder Rights’ Directive (SRD II) as whole.
implemented in the Netherlands.
The four components of the remuneration package of
Explanation of RP 2018 and RP 2022 Management Board members under RP 2018 and RP 2022
SBM Offshore believes the oceans will provide the world are: (1) Base Salary, (2) STI, (3) Value Creation Stake and (4)
with safe, sustainable and affordable energy for Pension and Benefits.
generations to come. Our mission is to share our
11
In this report, the STI performance area ’HSSE’ in RP 2018 is also referred
experience to make it happen. In executing our strategy we to as ’Sustainability Performance’.

SBM OFFSHORE ANNUAL REPORT 2021 - 85


3 GOVERNANCE

REMUNERATION POLICY STRUCTURE MANAGEMENT BOARD

REMUNERATION POLICY DETAILS

Level set based on both


Base Salary Fixed component
internal and external relativities

Percentage of Base Salary as


Identical targets for all Management Board
short term cash incentive (100% at
STI members (based on profitability,
target for CEO and 75% for other
growth and sustainability performance)
Management Board members)

Value This award is conditional upon


Award of locked-in shares:
Creation Supervisory Board approval – Immediate
175% of Base Salary
Stake vesting plus 5-year holding requirement

Management Board members


Pension allowance equal
Pension are responsible for their
to 25% of Base Salary
own pension arrangements

Other benefits depend on


Benefits include car allowance
Benefits individual circumstances and may
and health/ life insurance
include a housing allowance

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

86 - SBM OFFSHORE ANNUAL REPORT 2021


The three performance areas are specified as follows for RP is evaluated each year at moment of vesting and in case the
2018: criteria are not met, the entitlement to the Value Creation
■ Underlying and directional EBITDA is used as an Stake grant at that time will forfeit.
indicator of overall short-term profitability.
■ Order Intake and/or the number of FEEDs is used as an Two pillars have been defined when Supervisory Board is
operational indicator of top line growth. considering withholding the Value Creation Stake – in full
■ Sustainability Performance include targets related to the or in part:
UN Sustainable Development Goals. ■ Event(s) that threaten long-term continuity of the

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

SBM OFFSHORE ANNUAL REPORT 2021 - 87


3 GOVERNANCE
Energy Development Corporation S.A.M., in relation to a 3.4.2 EXECUTION OF THE
split pay-out of his remuneration. MANAGEMENT BOARD REMUNERATION
POLICY IN 2021
Adjustment of remuneration and claw-back
The service contracts with the Management Board The Supervisory Board is responsible for ensuring that the
members contain an adjustment clause giving discretionary remuneration policy is appropriately applied and aligned
authority to the Supervisory Board to adjust the payment of with the Company’s objectives. The remuneration level is
the STI , if a lack of adjustment would produce an unfair or determined by the Supervisory Board using a comparison
unintended result as a consequence of extraordinary with Dutch and international peer companies, as well as
circumstances during the period in which the performance internal pay ratios across the Company.
criteria have been, or should have been achieved. However,
the Supervisory Board has determined that upward REFERENCE GROUP
adjustments will not be considered as part of RP 2018 In order to determine a competitive Base Salary level and
based on shareholder feedback. to monitor total remuneration levels of the Management
Board, a reference group of relevant companies in the
A claw-back provision is included in the services contracts industry (the ‘Reference Group‘) has been defined. Pay
enabling the Company to recover the Value Creation Stake, levels of the Management Board members are
STI and/or LTI (as granted under RP 2015) on account of benchmarked annually to the Reference Group. In the
incorrect financial data. event a position cannot be benchmarked within the
Reference Group, the Supervisory Board may benchmark a
Severance Arrangements position to similar companies. In 2021, the Reference
The Supervisory Board will determine the appropriate Group consisted of:12
severance payment for Management Board members in
accordance with the relevant service contracts and
Corporate Governance Code. The current Corporate
Governance Code provides that the severance payment will
not exceed a sum equivalent to one times annual Base
Salary. This also applies in a situation of a change in control.

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.

Arcadis IMI RPS Group


Boskalis Oceaneering International Transocean
Fugro Petrofac Vopak
Helmerich & Payne RPC Inc Wood Group

Also in 2021, the Supervisory Board assessed the PAY RATIO


Management Board’s remuneration in relation to the The Supervisory Board also includes internal pay ratios
Reference Group’s pay levels, revenue and market when assessing Management Board pay levels.13 Per 2021 ,
capitalization, mostly as part of the preparation of the Monitoring Committee of the Dutch Corporate
implementing RP 2022. Governance Code has set guidelines regarding the
calculation of the internal pay ratio. In line with the
The final determination of pay levels for the Management guidelines, SBM Offshore has changed the calculation on
Board also took into account various scenario analyses to two items: (i) contractors with an employment for at least 3
assess the impact of different performance levels and share months are now included in the calculation and (ii) the
price developments on the total remuneration paid. average employee costs are calculated based on FTE
13
The pay-ratio is calculated as the total accounting costs of remuneration
for each of the Management Board members expressed as a multiple of
the average overall employee benefit and contractor expenses for a given
year (excluding employees working for non consolidated JVs and
associates).

88 - SBM OFFSHORE ANNUAL REPORT 2021


rather than headcount. The average total employee and TOTAL REMUNERATION OVERVIEW
contractor costs per FTE in 2021 was EUR103 thousand. The table below provides you with insight in the costs for
SBM Offshore for Management Board reward in 2021
The pay-ratio’s of each of the Management Board members (based on RP 2018). The table below presents an overview
over 2021 and 2020 are displayed in the following graph of the remuneration of the Management Board members
(whereas also for 2020 the new calculation method was who were in office in 2021.
applied).

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

Pay ra�o 2021 Pay ra�o 2020


* previous calculation method

Bruno Chabas Philippe Barril Erik Lagendijk Douglas Wood Total


in thousands of EUR 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Base salary 960 960 634 634 518 518 518 518 2,630 2,630
STI 1,279 1,176 633 582 517 475 517 475 2,946 2,708
Value Creation Stake 1,797 1,965 1,186 1,311 968 1,062 968 1,071 4,919 5,408
Pensions 294 296 158 158 129 129 129 129 710 712
Other 250 213 188 154 45 39 50 44 533 450
Total expense for remuneration 4,580 4,610 2,799 2,839 2,177 2,223 2,182 2,237 11,738 11,908
in thousands of US$ 5,416 5,265 3,310 3,243 2,575 2,539 2,581 2,555 13,883 13,601

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 89


3 GOVERNANCE

PERFORMANCE REALIZATION*

PERFORMANCE RELATIVE WEIGHTED


MEASURE WEIGHTING PERFORMANCE

Underlying
PROFITABILITY directional 50% 75%
EBITDA

Order intake
GROWTH 30% 38%
FPSO, NES

T1/T2 incidents, Mass


of gas flared under
SUSTAINABILITY SBM Offshore
20% 20%
PERFORMANCE account, TRIFR
and SDG target
completion

TOTAL 100% 133%

* The weighted performance percentages in this graph relate to the CEO.


For other Management Board members the performance is 75% thereof.

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. VALUE CREATION STAKE


The Supervisory Board decided to grant the Value Creation
Stake for 2021 to the Management Board members in
accordance with RP 2018. The underpin test as explained in
section 3.4.1 was applied to this grant. As per RP 2018, the
granted Value Creation Stake vests immediately. The gross
annual value for each of the Management Board members
is 175% of Base Salary. The number of shares was based on
the four year average share price (volume weighted) at the
date of the respective grant. The cost of the granted Value
Creation Stake is included in the table at the beginning of
this section 3.4.2. The number of shares vested under the
Value Creation Stake can be found in section 3.4.3 of this
remuneration report under Conditions of and information
regarding share plans.

90 - SBM OFFSHORE ANNUAL REPORT 2021


4. SHAREHOLDING REQUIREMENT
MANAGEMENT BOARD
The following table contains an overview of shares held in
SBM Offshore N.V. by members of the Management Board
per December 31, 2021.
Shares subject to conditional Total shares at Total shares at
holding 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
990,330 1,003,648 1,993,978 1,931,952

All Management Board members met the share ownership


requirement, which is set at an equivalent of 350% of their
Base Salary. Section 3.4.3 contains more information about
the (historical) share plans for the Management Board.

5. PENSIONS AND BENEFITS


Management Board members received a pension
allowance equal to 25% of their Base Salary. In case these
payments are not made to a qualifying pension fund,
Management Board members are individually responsible
for the contribution received and SBM Offshore withholds
wage tax on these amounts. For the CEO, two pension
arrangements (defined contribution) are in place and its
costs are included in the table at the beginning of this
section 3.4.2.

The Management Board members received several


allowances in 2021, including a car allowance and a housing
allowance (Bruno Chabas and Philippe Barril). The value of
these elements is included in the table at the beginning of
this section 3.4.2 and in section 3.4.3.

SBM OFFSHORE ANNUAL REPORT 2021 - 91


3 GOVERNANCE

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.

Conditions of and information regarding share plans

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

92 - SBM OFFSHORE ANNUAL REPORT 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
Erik
Lagendijk,
CGCO
2016 LTI 2016-2018 10-03-2016 09-04-2019 09-04-2021 42,122 0/0 0/0 -
2017 LTI 2017-2019 09-02-2017 08-04-2020 08-04-2022 42,936 0/0 0/0 42,936
Value N/A 01-01-2018 01-01-2018 01-01-2023 33,924 0/0 0/0 33,924
Creation
Stake 2018
Value N/A 01-01-2019 01-01-2019 01-01-2024 32,511 0/0 0/0 32,511
Creation
Stake 2019
Value N/A 01-01-2020 01-01-2020 01-01-2025 35,498 0/0 0/0 35,498
Creation
Stake 2020
Value N/A 01-01-2021 01-01-2021 01-01-2026 - 61,667 / 968 61,667 / 968 34,212
Creation
Stake 2021
Douglas
Wood, CFO
Restricted N/A 01-10-2016 01-10-2019 01-10-2021 15,265 0/0 0/0 -
Shares
2016 LTI 2016-2018 10-03-2016 09-04-2019 09-04-2021 31,591 0/0 0/0 -
2017 LTI 2017-2019 09-02-2017 08-04-2020 08-04-2022 42,936 0/0 0/0 42,936
Value N/A 01-01-2018 01-01-2018 01-01-2023 33,924 0/0 0/0 33,924
Creation
Stake 2018
Value N/A 01-01-2019 01-01-2019 01-01-2024 32,511 0/0 0/0 32,511
Creation
Stake 2019
Additional N/A 01-07-2019 01-07-2019 01-07-2024 2,323 0/0 0/0 2,323
Value
Creation
Stake 2019
Value N/A 01-01-2020 01-01-2020 01-01-2025 35,554 0/0 0/0 35,554
Creation
Stake 2020
Value N/A 01-01-2021 01-01-2021 01-01-2026 - 61,667 / 968 61,667 / 968 34,212
Creation
Stake 2021
Peter van
Rossum,
former CFO
2016 LTI 2016-2018 10-03-2016 09-04-2019 09-04-2021 31,580 0/0 0/0 -
2017 LTI 2017-2019 09-02-2017 08-04-2020 08-04-2022 4,174 0/0 0/0 4,174
1,104,338 313,239 / 313,239 / 994,504
4,919 4,919
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

SBM OFFSHORE ANNUAL REPORT 2021 - 93


3 GOVERNANCE
The purpose of this table is to show actual total purpose of this table, the Value Creation Stake is
remuneration of Management Board members during the earmarked as variable remuneration. This table is in line
reported financial year. It includes the STI 2021. The relative with the current draft Guidelines on the Standardized
proportion of fixed and variable remuneration in the Presentation of the remuneration report as regards the
reported financial year is also presented, whereas for the encouragement of long-term shareholder engagement.

Remuneration of the Management Board by member in thousands of EUR

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

in thousands of EUR, except company's performance


Annual Change1 2016 2017 2018 2019 2020 2021
Bruno Chabas, CEO 4,039 30% / 5,749 5% / 6,037 4% / 6,293 6% / 6,721 (47%) / 4,580
Philippe Barril, COO 1,192 26% / 1,602 61% / 4,100 (2%) / 4,030 (3%) / 3,895 (39%) / 2,799
Erik Lagendijk, CGCO 812 27% / 1,118 61% / 2,869 10% / 3,174 3% / 3,278 (51%) / 2,177
Douglas Wood, CFO 218 82% / 1,233 36% / 1,941 43% / 3,422 (4%) / 3,293 (51%) / 2,182
Peter van Rossum, former CFO 2,368 (26%) / 1,877 (114%) / 878 (45%) / 607 (491%) / 103 -
Company´s performance
Underlying Directional EBITDA
in million US$ 778 3% / 806 (3%) / 784 6% / 832 16% / 992 (7%) / 931
TRIFR2 0.31 (63%) / 0.19 (6%) / 0.18 (38%) / 0.13 (30%) / 0.10 (67%) / 0.06
Average employee expenses
on a full-time equivalent basis
Average employee expenses of
the Company3 112 6% / 119 (6%) / 113 3% / 117 (3%) / 114 (11%) / 102
1 Annual change in percentage is calculated comparative to the amount of the current year.
2 Total recordable injury frequency rate trends are positive when downwards.
3 The average employee expenses of the company are based on the IFRS expenses including share based payments. The average employee expenses are
influenced by both the composition of the population both in function as well as geographical location and the related foreign currency impacts. This
calculation has a different basis than the pay-ratio calculation in accordance with the Dutch corporate governance code.

94 - SBM OFFSHORE ANNUAL REPORT 2021


For more information on the actual performance of the STI
2021, reference is made to 3.4.2 under Short-Term
Incentive.

Performance STI 2021

Relative Actual Actual in % of


Performance measure Salary Weighting Threshold Target Maximum performance base salary
Profitability
Underlying directional
US$ 840M US$ 880M US$ 920M US$ 931M 150%
EBITDA
Bruno
€ 720,000 150%
Chabas, CEO 960,000 € 240,000 € 480,000 € 720,000
Philippe
€ 356,428 113%
Barril, COO 633,650 50% € 118,809 € 237,619 € 356,428
Corresponding awards
in € Erik
Lagendijk, € 291,094 113%
CGCO 517,500 € 97,031 € 194,063 € 291,094
Douglas
€ 291,094 113%
Wood, CFO 517,500 € 97,031 € 194,063 € 291,094
Growth
Order intake FPSO, SBM Offshore does not disclose order intake details as this is
NES considered market sensitive information
Bruno
€ 144,000 € 288,000 € 432,000 € 360,000 125%
Chabas, CEO 960,000
Philippe
€ 71,286 € 142,571 € 213,857 € 178,220 94%
Barril, COO 633,650 30%
Corresponding awards
in € Erik
Lagendijk, € 58,219 € 116,438 € 174,656 € 145,551 94%
CGCO 517,500
Douglas
€ 58,219 € 116,438 € 174,656 € 145,551 94%
Wood, CFO 517,500
Sustainability
T1/T2 incidents, Mass Target T1/T2 LOPC Events = 3; Target mass of gas flared
of gas flared under SBM under SBM account (MMscft/day) (average per unit) = 1.6;
account, TRIFR and Target TRIFR = 0.18; Target SDG #3, #4, #7, #8, #9, #13, #14
SDG target completion Completion at 100%
Bruno
€ 96,000 € 192,000 € 288,000 € 199,440 104%
Chabas, CEO 960,000
Philippe 20%
€ 47,524 € 95,048 € 142,571 € 98,725 78%
Barril, COO 633,650
Corresponding awards
in € Erik
Lagendijk, € 38,813 € 77,625 € 116,438 € 80,629 78%
CGCO 517,500
Douglas
€ 38,813 € 77,625 € 116,438 € 80,629 78%
Wood, CFO 517,500
Bruno
€ 480,000 € 960,000 € 1,440,000 € 1,279,440 133%
Chabas, CEO 960,000
Philippe
€ 237,619 € 475,238 € 712,856 € 633,373 100%
Barril, COO 633,650
Total pay out on STI Erik
Lagendijk, € 194,063 € 388,125 € 582,188 € 517,274 100%
CGCO 517,500
Douglas
€ 194,063 € 388,125 € 582,188 € 517,274 100%
Wood, CFO 517,500

SBM OFFSHORE ANNUAL REPORT 2021 - 95


3 GOVERNANCE

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

Position Fee in EUR


Chairman Supervisory Board 120,000
Vice-Chairman Supervisory Board 80,000
Member Supervisory Board 75,000
Chairman Audit and Finance Committee 10,000
Member of the Audit and Finance Committee 8,000
Chairman of the Appointment and Remuneration Committee dealing with appointment matters 9,000
Chairman of the Appointment and Remuneration Committee dealing with remuneration matters 9,000
Member of the Appointment and Remuneration Committee 8,000
Chairman of the Technical and Commercial Committee 10,000
Member of the Technical and Commercial Committee 8,000

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.

No share-based remuneration is granted to the members


of the Supervisory Board.

PENSIONS
The Supervisory Board members do not receive a pension
allowance.

ARRANGEMENTS WITH SUPERVISORY BOARD


MEMBERS
Members of the Supervisory Board are appointed by the
General Meeting for a maximum term of four years. Re-
appointment can take place as per the law, articles of
association and the Supervisory Board rules of the
Company. The term of the Supervisory Board members
terminates at the end of their term, in case of resignation or
dismissal by the General Meeting.

96 - SBM OFFSHORE ANNUAL REPORT 2021


3.4.5 SUPERVISORY BOARD
REMUNERATION IN 2021
In accordance with the Supervisory Board Remuneration
Policy, the remuneration paid out to the Supervisory Board
in 2021 is as follows:

Remuneration of the Supervisory Board by member in thousands of EUR

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

SBM OFFSHORE ANNUAL REPORT 2021 - 97


3 GOVERNANCE
In the table below, information on the annual change of
remuneration of each individual Supervisory Board member
is set out over the five most recent financial years.

Comparative table on the change of remuneration and company performance over the last five reported financial years in
thousands of EUR

Annual Change1 2016 2017 2018 2019 2020 2021


Roeland Baan, Chairman - - 66 28% / 92 23% / 119 8% / 130
Francis Gugen, Vice-Chairman 85 0% / 85 0% / 85 1% / 86 0% / 86 5% / 90
Ingelise Arntsen, Member2 - - - - - 61
Bernard Bajolet, Member - - 60 28% / 84 0% / 84 0% / 84
Sietze Hepkema, Member 83 0% / 83 0% / 83 1% / 84 0% / 84 7% / 89
Cheryl Richard, Member 106 2% / 108 (9%) / 99 14% / 115 (28%) / 90 (6%) / 85
Jaap van Wiechen, Member - - - - 61 34% / 93
Laurence Mulliez, former Member3 81 2% / 83 2% / 85 7% / 92 0% / 92 (275%) / 24
Andy Brown, former Vice-Chairman4 - - - - 66 -
Floris Deckers, former Chairman 92 0% / 92 26% / 124 10% / 138 (268%) / 37 -
Thomas Ehret, former Vice-Chairman 90 0% / 90 0% / 90 1% / 91 (300%) / 23 -
Frans Cremers, former member 137 0% / 137 (251%) / 39 - - -
Lynda Armstrong, former member 91 0% / 91 (203%) / 30 - - -
1 For the comparative company performance and average employee expenses on a full-time equivalent basis we refer to the comparative of the Management
Board table in section 3.4.3. Annual change in percentage is calculated comparative to the amount of the current year.
2 As per April 7, 2021
3 Until April 7, 2021
4 As per April 8, 2020, until December 31, 2020

None of the Supervisory Board members receives


remuneration that is dependent on the financial
performance of the Company, as per best practice 3.3.
of the Corporate Governance Code.

With the exception of Sietze Hepkema, none of the


Supervisory Board members have reported holding shares
(or other financial instruments) in SBM Offshore N.V. His
entire shareholding relates to the (share-based)
remuneration he has received as a Management Board
member in the past.

SBM Offshore does not provide loans, advances or


guarantees (and/or securities) to the members of the
Supervisory Board.

98 - SBM OFFSHORE ANNUAL REPORT 2021


3.5 SHAREHOLDER INFORMATION Consolidated Financial Statements. Expanding Directional
reporting aims to increase transparency in relation to
LISTING SBM Offshore’s cash flow generating capacity and to
SBM Offshore has been listed on Euronext Amsterdam facilitate investor and analyst review and financial
since 1965. The market capitalization as at year-end 2021 modeling. Furthermore, it also reflects how Management
was US$2.7 billion. The majority of the Company’s monitors and assesses financial performance of the
shareholders are institutional long-term investors. Company. Directional reporting is included in the audited
Consolidated Financial Statements in section 4.3.2.
FINANCIAL DISCLOSURES
SBM Offshore publishes audited full-year earnings results DIVIDEND POLICY & CAPITAL ALLOCATION
and unaudited half-year earnings results, which include The Company’s policy is to maintain a stable dividend,
financials, within sixty days after the close of the reporting which grows over time. Determination of the dividend is
period. For the first and third quarters, SBM Offshore based on the Company’s assessment of its underlying cash
publishes a trading update, which includes important flow position.
Company news and financial highlights. The Company
conducts a conference call and webcast for all earnings Regarding capital allocation, the Company prioritizes
6 releases and a conference call only for all trading updates payment of the dividend, followed by the financing of
during which the Management Board presents the results growth, with the option thereafter to repurchase shares,
4
and answers questions. All earnings-related information, depending on residual financial capacity and cash flow
2 including press releases, presentations and conference call outlook.
0
details are available on the SBM Offshore website. Please
see the Financial Calendar of 2022 at the end of this section As part of the Company’s regular planning process,
3 2
8 for details of the timing of publication of financial following review of its cash flow position and forecast, the
disclosures for the remainder of 2022.
6 11 12 10 10 9 9
Company proposes to pay out a dividend of US$1 per
share, equivalent to c. US$180 million, to be paid out of
4 In 2018, the Company expanded its ‘Directional’ reporting. retained earnings. This dividend will be proposed at the

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

0.81 0.89 1.00


DIVIDEND PER SHARE (US$)

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

1 – Presents dividends and share repurchase amounts per year of payout


2 – 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.

SBM OFFSHORE ANNUAL REPORT 2021 - 99


3 GOVERNANCE
SHARE PRICE DEVELOPMENT Year-end price EUR13.095 December 31, 2021
Highest closing price EUR16.325 January 6, 2021
Share price development in 2021 (in EUR) Lowest closing price EUR11.845 July 19, 2021
24 6,500k
23 6,000k
22 5,500k
SBM Offshore Closing Prices

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

SBM Offshore Closing Prices Volume

EPC AWARDS FORECASTS (COMPARISON). >60Kboepd


SHARE PRICE DEVELOPMENT 2012 – 2021 (MAX, MIN, YEAR-END PRICE)
0 2 4 6 8 10 12 14 16 18 20

2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Source: Euronext Closing share price range in EUR Year-end price in EUR

100 - SBM OFFSHORE ANNUAL REPORT 2021


For 2021 the press releases covering the key news items are listed below:

Date Subject Press Release


09-02-21 Pricing US$850 million senior secured notes transaction
11-02-21 Full Year 2020 Earnings
17-02-21 Nomination Supervisory Board Member
24-02-21 Annual General Meeting Announcement
25-02-21 Awarded Letter of Intent for FPSO Almirante Tamandaré lease and operate contracts
07-04-21 Annual General Meeting: 2021 Resolutions
12-05-21 First Quarter 2021 Trading Update
25-06-21 Completion US$1.05 billion financing of Prosperity
27-07-21 Awarded FPSO Almirante Tamandaré contracts
03-08-21 Awarded Letter of Intent for FPSO Alexandre de Gusmão lease and operate contracts
05-08-21 Half Year 2021 Earnings
05-08-21 Annoucement Share Repurchase
16-09-21 Completion US$1.6 billion financing of Sepetiba
23-09-21 Completion US$635 million bridge loan for FPSO Almirante Tamandaré
11-10-21 Completion 2021 Share Repurchase
11-11-21 Third Quarter 2021 Trading Update
11-11-21 Nomination Supervisory Board Member
17-11-21 Awarded Contracts for Fourth FPSO in Guyana based on Fast4Ward® program
23-11-21 Conclusion of Legacy issue in Switzerland
30-11-21 Awarded FPSO Alexandre de Gusmão contracts
17-12-21 Completion US$620 million bridge loan for FPSO Alexandre de Gusmão

MAJOR SHAREHOLDERS information on shareholder communication can be found


As at December 31, 2021, the following investors holding there under the Investors section.
ordinary shares had notified an interest of 3% or more of
the Company’s issued share capital to the Autoriteit FINANCIAL CALENDAR
Financiële Markten (AFM) (only notifications after July 1,
Event Day Year
2013 are included):
Full Year 2021 Earnings 10 February 2022
% of Annual General Meeting 6 April 2022
share FIrst Quarter 2022 Trading Update 12 May 2022
Date Investor capital
21 December 2021 Parvus Asset Management 10.43% Half Year 2022 Earnings 4 August 2022
Europe Limited Third Quarter 2022 Trading Update 10 November 2022
28 October 2021 FIL Limited 3.29%
28 February 2020 HAL Trust 20.35%
9 November 2015 Dimensional Fund Advisors 3.18%
LP

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

SBM OFFSHORE ANNUAL REPORT 2021 - 101


3 GOVERNANCE

3.6 RISK & COMPLIANCE Management Board and Management on acting in a


compliant manner, both from a strategic and an operational
GOVERNANCE perspective.
The Management Board is responsible for:
■ determining the Company’s risk profile and policy, which
The integrated Group Risk & Compliance Function
are designed to achieve the Company’s objectives, to comprises a globally diverse team of fourteen experienced
assess and manage the Company’s risks and to ensure risk and compliance professionals located within the
that sound internal risk management and control Company’s most prominent locations worldwide. Business
systems are in place, and leadership has accountability and responsibility to manage
■ ensuring that the entire SBM Offshore organization
compliance and integrity risks within their fields of
operates within its clearly defined Compliance Program. management control.

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

102 - SBM OFFSHORE ANNUAL REPORT 2021


2021 PERFORMANCE

INTERNAL RISK MANAGEMENT AND CONTROL SYSTEM REVIEW


The Management Board reviewed and assessed its Internal Risk Management & Control System framework
and discussed it with the Supervisory Board. This is performed against five related components which are
derived from COSO’s framework ‘Enterprise Risk Management – Integrating with Strategy and Performance’*.
Its relevance to SBM Offshore is explained in its Key features, Achievements in 2021, Maturity assessment
and the Company’s Future ambitions.

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

* Committee of Sponsoring Organizations of the Treadway Commission (COSO)


COSO is dedicated to providing thought leadership through the development of frameworks and guidance on ERM
designed to improve organizational performance, oversight and to reduce the extent of fraud.

SBM OFFSHORE ANNUAL REPORT 2021 - 103


3 GOVERNANCE

3.6.2 COMPLIANCE PROGRAM Key elements of the Compliance Program


SBM Offshore’s Compliance Program aims to promote an
STRATEGY ethical culture throughout SBM Offshore and guides the
SBM Offshore aims to enable its employees and business Company’s Management and employees in making values-
partners to make the right decisions, with commitment to led decisions, as well as strengthening the management
integrity at all levels. In recognition of this commitment, the control system to prevent, detect and respond to
Company has implemented a comprehensive Compliance compliance risks and potential violations of our Code, the
Program applicable to the SBM Offshore group. Our law and other wrongdoing. The program includes proper
leaders are responsible for ensuring that the company fulfils and independent oversight, risk management, policies and
its commitment to integrity at all levels. They set the tone procedures, integrity reporting and investigations, risk-
from the top and are there to respond to any questions, based training and communication to employees, auditing
observations and suggestions in a responsible manner, in and monitoring.
line with our Core Values and Code of Conduct.

SBM OFFSHORE
TONE AT
COMPLIANCE PROGRAM
THE TOP

CULTURE AND ENGAGE


EMPLOYEE
BEHAVIOR
Engagement, dialogue and coalitions with
business, other functions and third parties.
SYSTEMS
& CONTROLS

CONTROL

Data, processes and controls as tools to


drive Responsible Business Conduct.
The Code of Conduct builds on the Company’s Core
Values and is based on four pillars:
■ Respecting the law – our fundamental rule. ENABLE
■ People, culture and behavior – how we work together
Remote Risk-Based Learning Strategy to keep
and how we help each other to succeed.
Connected with our Stakeholders.
■ Our business activities – how we interact in the

marketplace and help our clients to succeed.


■ Wider community and corporate citizenship – how we
Speak Up
fulfil our wider social responsibilities. An important part of the program’s role includes the focus
on the prevention of misconduct through the Integrity
Panel, which oversees and investigates reports of
(potential) misconduct. The Company’s reporting channels
and Speak Up Line enable leadership to carefully listen to
PEOPLE,
RESPECTING CULTURE AND employees and partners in our value chain about their
THE LAW BEHAVIOR compliance concerns. On October 1, 2021 the revamped
‘Speak Up Line’ and Speak Up Policy were launched, in
compliance with the EU Whistleblowing Directive, with the
aim of simplifying the process of reporting concerns.
OUR CODE OF
CONDUCT PILLARS MATURITY ASSESSMENT
The Management Board has assessed the Compliance
WIDER Program against a basic maturity model and concludes
COMMUNITY that, at the end of 2021, the Company is transitioning from
OUR BUSINESS
AND a rules-based approach towards a value-driven business
ACTIVITIES
CORPORATE approach. Certain elements of the Compliance Program,
CITIZENSHIP notably the focus on responsible leadership behavior, fall
within the ’value-led business’ maturity level.

104 - SBM OFFSHORE ANNUAL REPORT 2021


3.7 COMPANY TAX POLICY ■ Makes use of the availability of international tax treaties
to avoid double taxation.
SBM Offshore’s tax policy is summarized as follows: ■ Does not use intellectual property as a means to shift
■ The Company aims to be a good corporate citizen in the profits, nor does it use digital sales. Furthermore, the
countries where it operates by complying with the law Company does not apply aggressive intra-company
and by contributing to the countries’ progress and financing structures such as hybrids. In 2021, the
prosperity through employment, training and Company reported a current corporate income tax
development, local spending, and through payment of charge of US$60 million under IFRS (compared to US$48
the various taxes it is subject to, including wage tax, million in 2020). Due to the large losses incurred on the
personal income tax, withholding tax, sales tax and other legacy projects, some tax loss carry forward positions
state and national taxes as appropriate. still exist at the global contracting company, which are
■ The Company aims to be tax efficient in order to be cost limiting the current tax payments in Switzerland and in
competitive, while fully complying with local and jurisdictions of the Company’s locations.
international tax laws. ■ Endorsed the B Team Responsible Tax Principles in
■ The Company operates in a global context, with August 2021 and published the SBM Offshore Approach
competitors, clients, suppliers and a workforce based to Tax on its website. This explains the key principles
around the world. A typical FPSO Engineering, applied to tax matters and the associated governance as
Procurement and Construction (’EPC’) project sees a hull well as describing the Company’s global tax footprint.
construction or conversion in Asia, topsides construction ■ Regarding the OECD initiative to address the Tax
in Asia, Africa or South America, engineering in Europe Challenges Arising from the Digitalization of the
or, Asia and large scale procurement from dozens of Economy and its two-pillar solution aiming to reform the
companies in many countries across the globe. international tax system, the Company acknowledges
Depending on the particulars of the client contract, the that the implementation of Pillar 2 may have some
EPC phase may be followed by a lease and operate impacts on its income tax charge. However, those effects
phase involving the country of operations but also will only be known once the OECD has released the
support centers of the Company located around the Commentary associated to the model rules and that the
world. In each of these countries, the Company complies EU has also released the final version of the directive
with local regulations and pays direct and indirect taxes implementing the Pillar 2 model rules.
on local value added, labor and profits and in some
cases pays a revenue based tax. To coordinate the
international nature of its operations, its value flows and
to consolidate its global EPC activities, in 1969 the
Company created Single Buoy Moorings Inc, which
continues to perform this function today from its offices
in Marly, Switzerland.

The Company:
■ Complies with the OECD transfer pricing guidelines.

■ Supports the OECD’s commitment to enhance tax

transparency and is committed to be in full compliance


with applicable laws in countries where it operates.
Consistent with this approach, the Company supports
the initiatives on base erosion and profit shifting,
including but not limited to Anti Tax Avoidance
Directive 2 (ATAD 2), the upcoming Anti Tax Avoidance
Directive 3 or European Union directives enhancing
transparency, such as DAC 6. The Company is required
to file detailed reports and transfer pricing
documentation in accordance with Base Erosion and
Profit Shifting’s (BEPS) action 13 as is now implemented
in Dutch tax law. The disclosures contained in the
country-by-country reporting (‘CbCR‘) have been
prepared to meet the OECD requirements and have
been filed with the Dutch tax authorities for the year
2020.

SBM OFFSHORE ANNUAL REPORT 2021 - 105


3 GOVERNANCE

3.8 OPERATIONAL GOVERNANCE 3.8.1 GLOBAL ENTERPRISE


MANAGEMENT SYSTEM (GEMS)
Operational Governance of the Company is supported by
an independent team under Group HSSE and Operational GEMS is structured around three main process domains:
Excellence, which encompasses key operational and executive processes, core processes and support
assurance functions involved in SBM Offshore’s core processes. Core processes are further modelled into the
business activities and reports directly to SBM Offshore’s Win, Execute and Operate phases and is represented as
Management Board. Such functions have a key role in shown in the illustration.
ensuring a coordinated, consistent and controlled
approach to core business over the full lifecycle i.e. Win, The Management System is one of the key enablers for the
Execute and Operate phases, and across the Company’s Company to perform its business activities in a consistent,
locations, Fleet Operations and Product Lines through: reliable and sustainable manner, meeting client
■ Functional leadership within the corresponding expectations, adapting to new challenges and continuously
communities (distributed across entities) and other improving ways of working.
functions.
■ Ownership and governance of internal systems and The Management System of SBM Offshore is called the
procedures, developed in response to known and Global Enterprise Management System (GEMS) and is
anticipated risks in line with the strategic direction of the based on several international standards and other
Company. practices.
■ Maintenance of GEMS, as introduced in section 3.8.1.

■ 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.

106 - SBM OFFSHORE ANNUAL REPORT 2021


GEMS can be accessed in its entirety via a single website
which ensures easy access to all employees.

GEMS SAPPHIRE
EXECUTIVE PROCESSES
MANAGE GROUP STRATEGY MANAGE ENTERPRISE RISK

MANAGE STRATEGIC ALLIANCES MANAGE HSSE, QRM & OPERATIONAL EXCELLENCE

MANAGE SUPPLIERS & STRATEGIC SOURCING MANAGE TECHNOLOGY & INNOVATION

ENSURE SUSTAINABILITY MANAGE CLIENT & OPPORTUNITY

MANAGE LEGAL & COMPLIANCE

CORE PROCESSES

TENDER TO CASH

SERVICE TO CASH

PROCURE TO PAY

FORECAST TO CONTROL

RECORD TO REPORT

INVEST TO DIVEST

CONCEPT TO NEW PRODUCT AND SERVICES

HIRE TO RELEASE

SUPPORT PROCESSES & SERVICES

MANAGE DATA & INFORMATION SYSTEM MANAGE COMMUNICATION

MANAGE INFORMATION TECHNOLOGY

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 107


3 GOVERNANCE
The GTS are maintained by a team of internal technical GTS are going digital and will be available through a
authorities and experts covering all key technical aspects of Requirement Management Software by Q1 2022, providing
Company products, providing assurance over GTS new features for GTS users and the team in charge of GTS
application during project execution and integrating development.
operational feedback as part of GTS continuous
improvement. The main benefits will be time-saving, enhanced search and
filtering functionalities, data re-use capacity, improved
To date, the Company has executed over 22 major projects overall quality and multi support availability.
using its GTS as basis of design since they were established
in 2003.

MANAGEMENT SYSTEM HIERARCHY

POLICIES/
CHARTERS

PROCESSES
BUSINESS BUSINESS ORGANIZATIONAL SWIM *
ON A PAGE PROCESS PROCESS LANE

INSTRUCTIONS FORMS MANUALS


& TEMPLATES

DOCUMENTS & RECORDS

*A swimlane, also referred to as a Process Diagram, is a cross-functional


diagram that displays all the steps included in an Organizational Process

108 - SBM OFFSHORE ANNUAL REPORT 2021


3.9 IN CONTROL STATEMENT conscious effort at all times to weigh the potential impact
of risk and the cost of control in a balanced manner.
INTRODUCTION
The Management Board is responsible for establishing and With reference to section 5.25c paragraph 2, sub c of the
maintaining adequate internal risk management and Financial Markets Supervision Act (Wet op het financieel
control systems. The implementation of the internal risk toezicht), the Management Board states that, to the best of
management and control framework at SBM Offshore its knowledge:
focuses on managing both financial risks and operational ■ The financial statements for 2021 give a true and fair
risks, as described in section 3.6 of the Management view of the assets, liabilities, financial position and profit
Report. As a key part of its scope, the Risk Management or loss of SBM Offshore and its consolidated companies.
function is responsible for the design, monitoring and ■ The Management Report gives a true and fair view of
reporting on the internal control framework. the position as per December 31, 2021 and that of
SBM Offshore’s and its affiliated companies
During 2021, various aspects of risk management were development during 2021. Furthermore, the
discussed by the Management Board, including the Management Report includes a description of the
consolidated quarterly Risk Report and the result of the principal risks facing SBM Offshore.
yearly testing Internal Control Over Financial Reporting
(ICOFR) campaign. The responsibilities concerning risk Schiphol, the Netherlands
management, as well as the lines of defense, were also February 9, 2022
discussed with senior management of the Company. There
were no major failings in the internal risk management and Management Board
control systems which have been observed over the period. Bruno Chabas, CEO
In addition, the result of the yearly ICOFR testing campaign Philippe Barril, COO
has been reviewed with the Audit and Finance Committee Erik Lagendijk, CGCO
and Supervisory Board. This testing campaign did not Douglas Wood, CFO
highlight any major control deficiency and concluded to an
increased level of conformity rate around the organization.

SBM Offshore prepared the In Control Statement 2021 in


accordance with the best practice provision 1.4.3 of the
Dutch Corporate Governance Code. With due
consideration to the above, the Company believes that:
■ The Management Report provides sufficient insights into

the Company’s internal risk management and control


systems.
■ Its internal risk management and control systems

provide reasonable assurance that the financial reporting


over 2021 does not contain any errors of material
importance.
■ Based on the current state of affairs, the Management

Board states that it is justified that the financial reporting


over 2021 is prepared on a going concern basis; and
■ Those material risks and uncertainties that are relevant

to the expectation of the Company’s continuity for the


period of twelve months after the preparation of the
report have been included in the Management Report.

However, the Company cannot provide certainty that its


business and financial strategic objectives will be realized
or that its approach to internal control over financial
reporting can prevent or detect all misstatements, errors,
fraud or violation of law or regulations. Financial reporting
over 2021 was based upon the best operational information
available throughout the year and the Company makes a

SBM OFFSHORE ANNUAL REPORT 2021 - 109


110 - SBM OFFSHORE ANNUAL REPORT 2021
SBM OFFSHORE ANNUAL REPORT 2021 - 111
4 FINANCIAL INFORMATION 2021
4.1 Financial Review.....................................................................................................................................................................114
4.1.1 Financial Overview.................................................................................................................................................................114
4.1.2 Financial Highlights............................................................................................................................................................... 114
4.1.3 Financial Review Directional................................................................................................................................................. 115
4.1.4 Financial Review IFRS............................................................................................................................................................ 123
4.1.5 Outlook and Guidance..........................................................................................................................................................126

4.2 Consolidated Financial Statements..................................................................................................................................... 127


4.2.1 Consolidated Income Statement......................................................................................................................................... 127
4.2.2 Consolidated Statement of Comprehensive Income......................................................................................................... 128
4.2.3 Consolidated Statement of Financial Position.................................................................................................................... 129
4.2.4 Consolidated Statement of Changes in Equity...................................................................................................................130
4.2.5 Consolidated Cash Flow Statement.....................................................................................................................................131
4.2.6 General Information.............................................................................................................................................................. 132
4.2.7 Accounting Principles............................................................................................................................................................132
A. Accounting Framework.....................................................................................................................................................132
B. Critical Accounting Policies.............................................................................................................................................. 134
C. Significant Accounting Policies........................................................................................................................................139

4.3 Notes to the Consolidated Financial Statements............................................................................................................... 147


4.3.1 Financial Highlights............................................................................................................................................................... 147
4.3.2 Operating Segments and Directional Reporting................................................................................................................ 151
4.3.3 Revenue.................................................................................................................................................................................. 162
4.3.4 Other Operating Income and Expense............................................................................................................................... 163
4.3.5 Expenses by Nature...............................................................................................................................................................164
4.3.6 Employee Benefit Expenses................................................................................................................................................. 164
Ownership Shares.................................................................................................................................................................. 167
4.3.7 Research and Development Expenses................................................................................................................................ 169
4.3.8 Net Impairment Gains/(Losses) on Financial and Contract Assets....................................................................................169
4.3.9 Net Financing Costs.............................................................................................................................................................. 170
4.3.10 Income Tax Expense.............................................................................................................................................................. 170
4.3.11 Earnings/(Loss) Per Share......................................................................................................................................................172
4.3.12 Dividends Paid and Proposed ............................................................................................................................................. 173
4.3.13 Property, Plant and Equipment.............................................................................................................................................173
4.3.14 Intangible Assets....................................................................................................................................................................177
4.3.15 Finance Lease Receivables................................................................................................................................................... 178
4.3.16 Other Financial Assets...........................................................................................................................................................179
4.3.17 Deferred Tax Assets and Liabilities.......................................................................................................................................180
4.3.18 Inventories.............................................................................................................................................................................. 181
4.3.19 Trade and Other Receivables............................................................................................................................................... 181
4.3.20 Construction Work-In-Progress............................................................................................................................................ 183
4.3.21 Derivative Financial Instruments...........................................................................................................................................183
4.3.22 Net Cash and Cash Equivalents........................................................................................................................................... 184
4.3.23 Equity Attributable to Shareholders.....................................................................................................................................184
4.3.24 Borrowings and Lease Liabilities.......................................................................................................................................... 187
4.3.25 Provisions................................................................................................................................................................................192
4.3.26 Trade and Other Payables.....................................................................................................................................................193
4.3.27 Commitments and Contingencies....................................................................................................................................... 193
4.3.28 Financial Instruments − Fair Values and Risk Management............................................................................................... 194
4.3.29 List of Group Companies...................................................................................................................................................... 205
4.3.30 Investment in Associates and Joint Ventures...................................................................................................................... 206
4.3.31 Information on Non-controlling Interests............................................................................................................................ 209
4.3.32 Related Party Transactions.................................................................................................................................................... 212
4.3.33 Independent Auditor’s Fees and Services........................................................................................................................... 212
4.3.34 Events After End of Reporting Period..................................................................................................................................213

4.4 Company Financial Statements............................................................................................................................................ 214


4.4.1 Company Balance Sheet....................................................................................................................................................... 214
4.4.2 Company Income Statement................................................................................................................................................215
4.4.3 General................................................................................................................................................................................... 216

112 - SBM OFFSHORE ANNUAL REPORT 2021


4.5 Notes to the Company Financial Statements..................................................................................................................... 217
4.5.1 Investment in Group Companies......................................................................................................................................... 217
4.5.2 Deferred Tax Asset.................................................................................................................................................................217
4.5.3 Other Receivables..................................................................................................................................................................218
4.5.4 Cash and Cash Equivalents...................................................................................................................................................218
4.5.5 Shareholders’ Equity..............................................................................................................................................................218
4.5.6 Other Current Liabilities........................................................................................................................................................ 219
4.5.7 Revenue.................................................................................................................................................................................. 219
4.5.8 General and Administrative Expenses................................................................................................................................. 219
4.5.9 Financial Expenses.................................................................................................................................................................219
4.5.10 Commitments and Contingencies....................................................................................................................................... 220
4.5.11 Directors Remuneration........................................................................................................................................................ 220
4.5.12 Number of Employees.......................................................................................................................................................... 220
4.5.13 Independent Audit Fees....................................................................................................................................................... 220
4.5.14 Events After End of Reporting Period..................................................................................................................................221

4.6 Other information.................................................................................................................................................................. 222


4.6.1 Appropriation of Result......................................................................................................................................................... 222
4.6.2 Call option granted to Stichting Continuïteit SBM Offshore (the Foundation)................................................................222
4.6.3 Independent Auditor’s Report ............................................................................................................................................. 223

4.7 Key Figures............................................................................................................................................................................. 235

SBM OFFSHORE ANNUAL REPORT 2021 - 113


4 FINANCIAL INFORMATION 2021

4.1 FINANCIAL REVIEW


4.1.1 FINANCIAL OVERVIEW
Directional IFRS
in US$ million FY 2021 FY 2020 FY 2021 FY 2020
Revenue 2,242 2,368 3,747 3,496
Lease and Operate 1,509 1,699 1,270 1,761
Turnkey 733 669 2,477 1,735
Underlying Revenue 2,317 2,291 3,822 3,419
Lease and Operate 1,584 1,622 1,345 1,684
Turnkey 733 669 2,477 1,735
EBITDA1 849 1,021 823 1,043
Lease and Operate 914 1,108 636 1,007
Turnkey 19 (9) 271 114
Other (84) (78) (84) (78)
Underlying EBITDA 931 944 906 966
Lease and Operate 989 1,031 711 930
Turnkey 19 (9) 271 114
Other (76) (78) (76) (78)
Profit/(loss) attributable to shareholders 121 38 400 191
Underlying profit attributable to shareholders 126 125 405 277
1 EBITDA, earnings (profit attributable to shareholders) excluding net financing costs, income tax expense, depreciation, amortization and impairment as well
as share of profit/(loss) of equity-accounted investees

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.

4.1.2 FINANCIAL HIGHLIGHTS


The main financial highlights of the year and their associated financial impact are reported in note 4.3.1 Financial Highlights.

114 - SBM OFFSHORE ANNUAL REPORT 2021


4.1.3 FINANCIAL REVIEW DIRECTIONAL
Directional
in US$ million FY 2021 FY 2020
Revenue 2,242 2,368
Lease and Operate 1,509 1,699
Turnkey 733 669
Underlying Revenue 2,317 2,291
Lease and Operate 1,584 1,622
Turnkey 733 669
EBITDA 849 1,021
Lease and Operate 914 1,108
Turnkey 19 (9)
Other (84) (78)
Underlying EBITDA 931 944
Lease and Operate 989 1,031
Turnkey 19 (9)
Other (76) (78)
Profit/(loss) attributable to shareholders 121 38
Underlying profit attributable to shareholders 126 125

Directional
in US$ billion FY 2021 FY 2020
Backlog 29.5 21.6

UNDERLYING PERFORMANCE − DIRECTIONAL


Underlying Directional 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 Directional EBITDA and profit attributable to shareholders were 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 Directional Revenue and EBITDA includes US$75 million related to final cash received over
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 Directional gross margin and profit attributable to
shareholders.

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)

increased impairment loss on financial assets.

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 115


4 FINANCIAL INFORMATION 2021
■ The Prosperity (FPSO) contract awarded to the Company in October 2020 covers a maximum period of lease and operate
of two years, within which the FPSO ownership and operation will transfer to the client. The impact of the subsequent sale
of Prosperity (FPSO) is reflected in the Turnkey backlog at the end of the maximum two year period. Normally, the
Company would not yet take the operating and maintenance scope of this contract into account although it has been
agreed in principle, pending a final work order. However, to be consistent with the prior year and to better reflect the
current reality, the pro-forma backlog set out below takes the operating and maintenance scope on Prosperity (FPSO) into
account.
■ With respect to FPSO for the Yellowtail development project, for which the full lease and operate contract award is
subject to necessary government approvals and final work order to be received from the client, the amount included in
the pro-forma backlog is limited to the value of the initial limited release of funds to the Company to begin FEED
activities and secure a Fast4Ward® hull.
■ On December 20, 2021, the Company signed an agreement with China Merchants Financial Leasing (Hong Kong) Holding
Co., Limited (CMFL) regarding the future divestment of 13.5% equity ownership in the Sepetiba special purpose
companies. This transaction has not yet been reflected in the backlog as it remains subject to various approvals, which
include the consent from co-owners, lenders and export credit agencies.
■ The FPSO Almirante Tamandaré partial divestment to partners (45%) was concluded after the reporting period on January
25, 2022. As a consequence, the ownership share (55%) in the 26.25 years lease and operate contracts was added to the
Lease and Operate backlog and the partial divestment to partners (45%) was added to the Turnkey backlog
■ The pro-forma backlog of FPSO Alexandre de Gusmão takes into account the initially targeted Company ownership share
(55%) in the 22.5 years lease and operate contracts. As a consequence, this targeted share was added to the the Lease
and Operate backlog whereas the partial divestment to partners (45%), which remains subject to finalization of the
shareholder agreement and various approvals, was added to the Turnkey backlog.

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.

in billions of US$ Turnkey Lease & Operate Total


2022 1.5 1.6 3.1
2023 0.8 1.6 2.4
2024 1.5 1.8 3.3
Beyond 2024 1.2 19.5 20.7
Total Backlog 5.0 24.5 29.5

116 - SBM OFFSHORE ANNUAL REPORT 2021


Pro-forma Directional Backlog (in billions of US$)

29.5

21.6

2021 2020

Lease & Operate Turnkey

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

during the lease phase, in line with the cash flows.


■ Upon transfer of the FPSO to the client, after reaching the end of the lease period or upon exercising of the purchase

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).

SBM OFFSHORE ANNUAL REPORT 2021 - 117


4 FINANCIAL INFORMATION 2021
■ The Company will book its share (estimated at 55%) in revenue and margin associated to the lease and operate contracts
during the lease phase.

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.

Revenue Directional (in millions of US$)


2,242 2,317 2,368 2,291
21

rly 021

20

rly 020
20

20
g

g
2

2
in

in
de

de
un

un

Lease & Operate Turnkey

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.

118 - SBM OFFSHORE ANNUAL REPORT 2021


EBITDA Directional (in millions of US$)

931 1,021 944


849
21

20

g
in

in
20

20
rly

rly
de

de
un

un
21

20
20

20

Lease & Operate Turnkey


Other

The variance of Underlying Directional EBITDA is further detailed by segment as follows:


■ Underlying Directional Lease and Operate EBITDA moved from US$1,031 million in the year-ago period to US$989 million

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$)

121 126 125

38
21

ng

20

ng
20

20
lyi

lyi
r

r
de

de
un

un
21

20
20

20

SBM OFFSHORE ANNUAL REPORT 2021 - 119


4 FINANCIAL INFORMATION 2021
Weighted Average Earnings Per Share Directional (in US$)

0.66 0.69 0.66

0.20
21

20

g
in

in
20

20
rly

rly
de

de
un

un
21

20
20

20

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.

STATEMENT OF FINANCIAL POSITION − DIRECTIONAL


in millions of US$ 2021 2020
Total equity 604 858
Net debt1 5,401 4,093
Net cash 1,059 383
Total assets 9,690 7,894
Solvency ratio2 28.9 34.0
1 Net debt is calculated as total borrowings (including lease liabilities) less cash and cash equivalents.
2 Solvency ratio is calculated in accordance with the definition provided in section 4.3.24 Covenants

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

October 11, 2021;


■ Dividend distributed to the shareholders for US$165 million;

■ Decrease of the hedging reserves by US$54 million; and

■ Positive net result of US$121 million in 2021.

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.

120 - SBM OFFSHORE ANNUAL REPORT 2021


Net debt increased by US$1,308 million to US$5,401 million at year-end 2021. While the Lease and Operate segment
continues to generate strong operating cash flow, the Company drew (i) on project finance facilities for Liza Unity (FPSO),
Prosperity (FPSO) and the FPSO Sepetiba and (ii) on the bridge loan facilities for FPSO Almirante Tamandaré and FPSO
Alexandre de Gusmão to fund continued investment in growth.

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 121


4 FINANCIAL INFORMATION 2021
CASH FLOW / LIQUIDITIES − DIRECTIONAL
Cash and undrawn committed credit facilities amount to US$2,984 million at December 31, 2021, of which US$1,069 million is
considered as pledged to specific project debts servicing related to Liza Unity (FPSO), Prosperity (FPSO) and FPSO Sepetiba
or otherwise restricted in its utilization.

The consolidated cash flow statement under Directional reporting is as follows:

in millions of US$ 2021 2020


EBITDA 849 1,021
Adjustments for non-cash and investing items
Addition/(release) provision 14 25
(Gain)/loss on disposal of property, plant and equipment (1) 1
(Gain) / loss on acquisition of shares in investees 0 (1)
Share-based payments 27 26
Changes in operating assets and liabilities
(Increase)/Decrease in operating receivables 17 (227)
Movement in construction work-in-progress / contract liability (42) 24
(Increase)/Decrease in inventories (1) (134)
Increase/(Decrease) in operating liabilities (82) 11
Income taxes paid (66) (51)
Net cash flows from (used in) operating activities 715 696
Capital expenditures (1,483) (871)
(Addition) / repayments of funding loans (6) 3
Cash receipts from sale of investments in joint ventures 53 28
Other investing activities 20 4
Net cash flows from (used in) investing activities (1,415) (837)
Additions and repayments of borrowings and lease liabilities 1,945 534
Dividends paid to shareholders (165) (150)
Share repurchase program (178) (165)
Interest paid (224) (155)
Net cash flows from (used in) financing activities 1,377 62
Foreign currency variations (2) 5
Net increase/(decrease) in cash and cash equivalents 676 (74)

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.

122 - SBM OFFSHORE ANNUAL REPORT 2021


4.1.4 FINANCIAL REVIEW IFRS
IFRS
in US$ million FY 2021 FY 2020
Revenue 3,747 3,496
Lease and Operate 1,270 1,761
Turnkey 2,477 1,735
Underlying Revenue 3,822 3,419
Lease and Operate 1,345 1,684
Turnkey 2,477 1,735
EBITDA 823 1,043
Lease and Operate 636 1,007
Turnkey 271 114
Other (84) (78)
Underlying EBITDA 906 966
Lease and Operate 711 930
Turnkey 271 114
Other (76) (78)
Profit/(loss) attributable to shareholders 400 191
Underlying profit attributable to shareholders 405 277

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)

increased impairment loss on financial assets.

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%).

SBM OFFSHORE ANNUAL REPORT 2021 - 123


4 FINANCIAL INFORMATION 2021
Revenue
Total Underlying IFRS revenue increased by 12% to US$3,822 million compared with US$3,419 million in 2020.

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.

STATEMENT OF FINANCIAL POSITION


in millions of US$ 2021 2020 2019 2018 2017
Total equity 3,537 3,462 3,613 3,612 3,559
Net debt1 6,681 5,209 4,416 3,818 4,613
Net cash 1,021 414 506 718 957
Total assets 13,211 11,085 10,287 9,992 11,007
1 Net debt is calculated as total borrowings (including lease liabilities) less cash and cash equivalents.

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

October 11, 2021;


■ Dividends distributed to the shareholders and non-controlling interests (US$292 million); 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

124 - SBM OFFSHORE ANNUAL REPORT 2021


partially offset by the decrease of the marked-to-market value of forward currency contracts, mainly driven by the
depreciation of the US$ exchange rate versus the hedged currencies (especially EUR).

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.

RETURN ON AVERAGE CAPITAL EMPLOYED


Return on average capital employed (ROACE) is a measure of the return generated on capital invested in the Company. The
measure provides a guide for long-term value creation by the Company. ROACE is calculated as Underlying EBIT divided by
the annual average of: i) total equity, ii) total borrowings and lease liabilities, iii) non-current provisions and iv) deferred tax
liabilities minus the cash and cash equivalents.

7.6 8.1 9.7 7.6

2021 2020 2019 2018

Return on Average Capital Employed

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.

RETURN ON AVERAGE EQUITY


Return on average equity (ROAE) measures the performance of the Company based on the average equity attributable to
the shareholders of the parent company. ROAE is calculated as Underlying profit attributable to shareholders divided by the
annual average of equity attributable to shareholders of the parent company.

SBM OFFSHORE ANNUAL REPORT 2021 - 125


4 FINANCIAL INFORMATION 2021

15.8 14.5
10.5 9.6

2021 2020 2019 2018

Return on average equity

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.

4.1.5 OUTLOOK AND GUIDANCE


The pandemic and associated impact on the oil market has caused oil and gas companies to reassess their portfolios and
investments. However, large capacity deep water developments, continue to be preferentially selected by customers thanks
to their cost and carbon efficient characteristics. The Company remains disciplined in the selection of its opportunities and
prioritizes these large capacity projects. In addition, the Company continues to invest in its positioning in the floating
offshore wind market.

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.

126 - SBM OFFSHORE ANNUAL REPORT 2021


4.2 CONSOLIDATED FINANCIAL STATEMENTS
4.2.1 CONSOLIDATED INCOME STATEMENT
in millions of US$ Notes 2021 2020
Revenue from contracts with customers 3,262 2,992
Interest revenue from finance lease calculated using the effective
interest method 486 504
Total revenue 4.3.2 / 4.3.3 3,747 3,496
Cost of sales 4.3.5 (2,826) (2,607)
Gross margin 922 889
Other operating income/(expense) 4.3.4 / 4.3.5 6 (53)
Selling and marketing expenses 4.3.5 (31) (40)
General and administrative expenses 4.3.5 (146) (143)
Research and development expenses 4.3.5 / 4.3.7 (29) (24)
Net impairment gains/(losses) on financial and contract assets 4.3.5 / 4.3.8 12 (24)
Operating profit/(loss) (EBIT) 734 605
Financial income 4.3.9 3 9
Financial expenses 4.3.9 (304) (265)
Net financing costs (301) (257)
Share of profit/(loss) of equity-accounted investees 4.3.30 110 17
Profit/(loss) before income tax 543 366
Income tax expense 4.3.10 (71) (38)
Profit/(loss) 472 327

Attributable to shareholders of the parent company 400 191


Attributable to non-controlling interests 4.3.31 72 137
Profit/(loss) 472 327

Earnings/(loss) per share

Notes 2021 2020


Weighted average number of shares outstanding 4.3.11 183,717,155 189,810,371
Basic earnings/(loss) per share in US$ 4.3.11 2.18 1.00
Fully diluted earnings/(loss) per share in US$ 4.3.11 2.16 1.00

SBM OFFSHORE ANNUAL REPORT 2021 - 127


4 FINANCIAL INFORMATION 2021

4.2.2 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


in millions of US$ 2021 2020
Profit/(loss) for the period 472 327
Cash flow hedges (18) (98)
Foreign currency variations (2) (7)
Items that are or may be reclassified to profit or loss (21) (105)
Remeasurements of defined benefit liabilities 7 (3)
Items that will never be reclassified to profit or loss 7 (3)
Other comprehensive income/(expense) for the period, net of tax (14) (107)
Total comprehensive income/(expense) for the period, net of tax 459 220
Of which
- on controlled entities 342 211
- on equity-accounted entities 116 9

Attributable to shareholders of the parent company 349 123


Attributable to non-controlling interests 110 97
Total comprehensive income/(expense) for the period, net of tax 459 220

128 - SBM OFFSHORE ANNUAL REPORT 2021


4.2.3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
in millions of US$ Notes 31 December 2021 31 December 2020
ASSETS
Property, plant and equipment 4.3.13 396 542
Intangible assets 4.3.14 86 50
Investment in associates and joint ventures 4.3.30 361 282
Finance lease receivables 4.3.15 5,843 6,171
Other financial assets 4.3.16 82 114
Deferred tax assets 4.3.17 13 46
Derivative financial instruments 4.3.21 14 38
Total non-current assets 6,795 7,243
Inventories 4.3.18 14 143
Finance lease receivables 4.3.15 339 317
Trade and other receivables 4.3.19 839 614
Income tax receivables 7 7
Construction work-in-progress 4.3.20 4,140 2,248
Derivative financial instruments 4.3.21 32 99
Cash and cash equivalents 4.3.22 1,021 414
Assets held for sale 4.3.13 25 0
Total current assets 6,416 3,842
TOTAL ASSETS 13,211 11,085
EQUITY AND LIABILITIES
Issued share capital 51 58
Share premium reserve 1,034 1,034
Treasury shares (69) (51)
Retained earnings 1,910 1,811
Other reserves (347) (296)
Equity attributable to shareholders of the parent company 4.3.23 2,579 2,556
Non-controlling interests 4.3.31 957 905
Total Equity 3,537 3,462
Borrowings and lease liabilities 4.3.24 5,928 4,386
Provisions 4.3.25 235 248
Deferred tax liabilities 4.3.17 19 37
Derivative financial instruments 4.3.21 162 277
Other non-current liabilities 4.3.26 132 101
Total non-current liabilities 6,476 5,050
Borrowings and lease liabilities 4.3.24 1,773 1,236
Provisions 4.3.25 149 128
Trade and other payables 4.3.26 1,111 1,033
Income tax payables 40 43
Derivative financial instruments 4.3.21 126 134
Total current liabilities 3,198 2,574
TOTAL EQUITY AND LIABILITIES 13,211 11,085

SBM OFFSHORE ANNUAL REPORT 2021 - 129


4 FINANCIAL INFORMATION 2021

4.2.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


Issued Share Attributable Non-
share premium Treasury Retained Other to controlling Total
in millions of US$ Notes capital reserve shares earnings reserves shareholders interests Equity
At 1 January 2021 58 1,034 (51) 1,811 (296) 2,556 905 3,462
Profit/(loss) for the period - - - 400 - 400 72 472
Foreign currency translation (5) - 5 0 (2) (2) 0 (2)
Remeasurements of defined benefit
provisions - - - - 7 7 - 7
Cash flow hedges - - - - (57) (57) 38 (18)
Total comprehensive income for the
period (5) - 5 400 (52) 349 110 459
IFRS 2 vesting cost of share based
payments - - - - 20 20 - 20
Re-issuance treasury shares on the
share based scheme - - 20 5 (20) 5 - 5
Purchase of treasury shares - - (178) - - (178) - (178)
Share cancellation 4.3.23 (2) - 136 (134) - 0 - 0
Cash dividend - - - (165) - (165) (126) (291)
Transaction with non-controlling
interests 4.3.31 - - - (8) - (8) 68 60
At 31 December 2021 51 1,034 (69) 1,910 (347) 2,579 957 3,537

Issued Share Attributable Non-


share premium Treasury Retained Other to controlling Total
in millions of US$ Notes capital reserve shares earnings reserves shareholders interests Equity
At 1 January 2020 56 1,034 (46) 1,942 (238) 2,748 865 3,613
Profit/(loss) for the period - - - 191 - 191 137 327
Foreign currency translation 5 - (10) - (2) (7) 0 (7)
Remeasurements of defined benefit
provisions - - - - (3) (3) - (3)
Cash flow hedges - - - - (58) (58) (40) (98)
Total comprehensive income for the
period 5 - (10) 191 (62) 123 97 220
IFRS 2 vesting cost of share based
payments - - - - 20 20 - 20
Re-issuance treasury shares on the
share based scheme - - 22 (4) (16) 3 - 3
Purchase of treasury shares - - (165) - - (165) - (165)
Share cancellation (3) - 148 (145) - 0 - -
Cash dividend - - - (150) - (150) (83) (233)
Equity repayment - - - - - - (23) (23)
Transaction with non-controlling 4.3.31 /
interests 4.3.23 0 - - (22) - (22) 51 28
At 31 December 2020 58 1,034 (51) 1,811 (296) 2,556 905 3,462

130 - SBM OFFSHORE ANNUAL REPORT 2021


4.2.5 CONSOLIDATED CASH FLOW STATEMENT
in millions of US$ Notes 2021 2020
Cash flow from operating activities
Profit/(loss) before income tax 543 366
Adjustments to reconcile profit before taxation to net cash flows:
Depreciation and amortization 112 320
Impairment (23) 117
Net financing costs 302 258
Share net income of associates and joint ventures (110) (17)
Share based compensation 27 27
Other adjustments for non-cash items 4.3.15 - (123)
Net gain on sale of Property, Plant and Equipment (1) 1
(Increase)/Decrease in working capital:
- (Increase)/Decrease Trade and other receivables (139) (166)
- (Increase)/Decrease Construction work in progress (1,887) (1,258)
- (Increase)/Decrease Inventories 128 (135)
- Increase/(Decrease) Trade and other payables 13 134
Increase/(Decrease) Other provisions 4.3.25 24 103
Reimbursement finance lease assets 316 288
Income taxes paid (62) (42)
Net cash flows from (used in) operating activities (755) (128)
Cash flow from investing activities
Investment in property, plant and equipment (14) (41)
Investment in intangible assets 4.3.14 (47) (29)
Additions to funding loans 4.3.16 (3) (15)
Redemption of funding loans 4.3.16 5 20
Interest received 1 5
Dividends received from equity-accounted investees 43 44
Proceeds from disposal of property, plant and equipment 4.3.13 25 -
Purchase of interests in equity-accounted investees (6) (0)
Net cash flows from (used in) investing activities 5 (17)
Cash flow from financing activities
Equity funding from/repayment to non-controlling interests 4.3.31 80 (23)
Additions to borrowings and loans 4.3.24 3,765 1,290
Repayments of borrowings and lease liabilities 4.3.24 (1,730) (617)
Dividends paid to shareholders and non-controlling interests (292) (233)
Payments from/to non-controlling interests for change in ownership 4.3.31 (0) 28
Share repurchase program (178) (165)
Increase in other non-current financial liabilities 52 -
Interest paid (340) (228)
Net cash flows from (used in) financing activities 1,359 50
Net increase/(decrease) in cash and cash equivalents 609 (95)

Net cash and cash equivalents as at 1 January 414 506


Net increase/(decrease) in net cash and cash equivalents 609 (95)
Foreign currency variations (2) 5
Net cash and cash equivalents as at 31 December 1,021 414

SBM OFFSHORE ANNUAL REPORT 2021 - 131


4 FINANCIAL INFORMATION 2021
The reconciliation of the net cash and cash equivalents as at December 31, 2021 with the corresponding amounts in the
statement of financial position is as follows:

Reconciliation of net cash and cash equivalents as at 31 December

in millions of US$ 31 December 2021 31 December 2020


Cash and cash equivalents 1,021 414
Net cash and cash equivalents 1,021 414

4.2.6 GENERAL INFORMATION


SBM Offshore N.V. has its registered office in Amsterdam, the Netherlands and is located at Evert van de Beekstraat 1-77,
1118 CL, Schiphol, the Netherlands. SBM Offshore N.V. is the holding company of a group of international marine
technology-oriented companies. The Company globally serves the offshore energy industry by supplying engineered
products, vessels and systems, as well as offshore energy production services.

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.

4.2.7 ACCOUNTING PRINCIPLES


A. ACCOUNTING FRAMEWORK
The consolidated financial statements of the Company have been prepared in accordance with, and comply with
International Financial Reporting Standards (’IFRS’) and interpretations adopted by the European Union, where effective, for
financial years beginning January 1, 2021 and also comply with the financial reporting requirements included in Part 9 of
Book 2 of the Dutch Civil Code.

The Company financial statements included in section 4.4 are part of the 2021 financial statements of SBM Offshore N.V.

NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLICABLE AS OF JANUARY 1, 2021


The Company has adopted the following new standards as of January 1, 2021:
■ Amendments to IFRS 7, IFRS 9 and IAS 39 − ’Interest Rate Benchmark Reform Phase 2’;

■ 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'

IFRS 7, IFRS 9 and IAS 39 – Interest Rate Benchmark Reform Phase 2


The Phase 2 amendments that were published in August 2020 address issues that arise during the reform of an interest rate
benchmark when the replacement of IBOR with an alternative one is necessary. The key reliefs provided by the Phase 2
amendments are as follows:
■ When changing the reference rate used to determine contractual cash flows for financial assets and liabilities (including

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.

However, additional hedge ineffectiveness could possibly arise.

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.

132 - SBM OFFSHORE ANNUAL REPORT 2021


New financial instruments being issued already include wordings to address the transition to alternative benchmark rates. As
the counterparties to the Company’s interest rate swaps are also counterparties to the floating loans which are being
hedged, it is expected that the result of the negotiations with external banks and the implementation of Secured Overnight
Financing Rate (SOFR) will not have material impacts on the Company’s future financial results.

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.

IFRS 16 - COVID-19-Related Rent Concessions


The amendment to IFRS 16 permits lessees, as a practical expedient, not to assess whether particular rent concessions
occurring as a direct consequence of the COVID-19 pandemic are lease modifications and instead to account for those rent
concessions as if they are not lease modifications. The amendment does not affect lessors.

This amendment had no impact on the consolidated financial statements for the year ended December 31, 2021.

IAS 19 Employee Benefits − 'Attributing Benefit to Periods of Service'


During May 2021 the IFRIC received a request to clarify the accounting treatment of attributing the defined benefit cost in
relation to the periods of service. The request focused on the attribution of defined benefit cost when (i) employees are
entitled to a lump sum payment when they reach a specified retirement age provided they are employed by the entity when
they reach that retirement age, and (ii) the amount of the retirement benefit to which an employee is entitled depends on
the length of employee service with the entity before the retirement age and is capped at a specified number of consecutive
years of service.

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.

STANDARDS AND INTERPRETATIONS NOT MANDATORILY APPLICABLE TO THE COMPANY AS OF


JANUARY 1, 2021
The following standards and amendments published by the IASB and endorsed by the European Union are not mandatorily
applicable as of January 1, 2021:
■ Amendments to IFRS 3 − ’Reference to the Conceptual Framework for Financial Reporting’;

■ Amendments to IAS 16 − ’Property, Plant and Equipment - Proceeds before Intended Use’;

■ Amendments to IAS 37 − ’Onerous Contracts - Cost of Fulfilling a Contract’; and

■ Annual Improvements to IFRS Standards 2018-2020.

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 133


4 FINANCIAL INFORMATION 2021
The Company does not expect a significant effect on the financial statements due to the adoption of the remaining
amendments. Other standards and amendments are not relevant to the Company.

B. CRITICAL ACCOUNTING POLICIES


Critical accounting policies involving a high degree of judgement or complexity, or areas where assumptions and estimates
are material, are disclosed in the paragraphs below.

(a) Use of estimates and judgement


When preparing the financial statements, it is necessary for the Management of the Company to make estimates and certain
assumptions that can influence the valuation of the assets and liabilities and the outcome of the income statement. The
actual outcome may differ from these estimates and assumptions, due to changes in facts and circumstances. Estimates and
judgements are continually evaluated and are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable.

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.

Uncertain income tax treatment:


The Company is subject to income taxes in multiple jurisdictions. Significant judgement is required in determining the
Company’s overall income tax liability. There are many transactions and calculations for which the ultimate tax determination
is uncertain during the ordinary course of business. The Company takes into account the following considerations when
determining the liabilities related to uncertain income tax treatment:
■ When necessary the Company engages with local tax advisers which provide advice on the expected view of tax

authorities on the treatment of judgmental areas of income tax;


■ The Company considers any changes in tax legislation and knowledge built based on prior cases to make an estimate/

judgement on whether or not to provide for any tax payable; and


■ The Company takes into account any dispute resolutions, case law and discussions between peer companies and the tax

authorities on similar cases over an uncertain tax treatment.

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.

134 - SBM OFFSHORE ANNUAL REPORT 2021


The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be
due. The income tax liabilities include any penalties and interest that could be associated with a tax audit issue. Where the
final tax outcome of these matters is different from the amounts that were initially recorded, such differences will influence
the income tax and deferred tax provisions in the period in which such determination is made.

The Company’s exposure to litigation and non-compliance:


The Company identifies and provides analysis on a regular basis of current litigation and measures, when necessary,
provisions based on its best estimate of the expenditure required to settle the obligations, taking into account information
available and different possible outcomes at the reporting date.

The warranty provision:


A warranty provision is accrued during the construction phase of projects, based on historical warranty expenditure per
product type. At the completion of a project, a warranty provision (depending on the nature of the project) is therefore
provided for and reported as provision in the statement of financial position. Following the acceptance of a project the
warranty provision is released over the warranty period. For some specific claims formally notified by the customer and which
can be reliably estimated, an amount is provided in full and without discounting. An overall review of the warranty provision
is performed by Management at each reporting date. Nevertheless, considering the specificity of each asset, actual warranty
expenditures could vary significantly from one project to another and therefore differ materially from initial statistical
warranty provision provided at the completion of a said project.

The timing and estimated cost of demobilization:


The estimated future costs of demobilization are reviewed on a regular basis and adjusted when appropriate. Nevertheless,
considering the long-term expiry date of the obligations, these costs are subject to uncertainty. Cost estimates can vary in
response to many factors, including for example new demobilization techniques, the Company’s own experience on
demobilization operations, future changes in laws and regulations, and timing of demobilization operation.

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.

Significant estimates and judgements in the context of the COVID-19 pandemic:


During the 2021 financial year, the COVID-19 pandemic situation resulted in the Company reassessing significant estimates
and judgments. The following key areas were identified as potentially affected by the COVID-19 pandemic:
■ Key assumptions used in the impairment test of assets or group of assets;

■ Expected credit losses; and

■ 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:

Lease classification as Lessor:


When the Company enters into a new lease arrangement, the terms and conditions of the contract are analyzed in order to
assess whether or not the Company retains the significant risks and rewards of ownership of the asset subject of the lease
contract. To identify whether risks and rewards are retained, the Company systematically considers, among others, all the
examples and indicators listed by IFRS 16.63 on a contract-by-contract basis. By performing such analysis, the Company
makes significant judgement to determine whether the arrangement results in a finance lease or an operating lease. This
judgement can have a significant effect on the amounts recognized in the consolidated financial statements and its
recognition of profits in the future. The most important judgement areas assessed by the Company are (i) determination of

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the fair value, (ii) determination of the useful life of the asset and (iii) the probability of the client exercising the purchase or
termination option (if relevant).

(b) Leases: accounting by lessor


A lease is an agreement whereby the lessor conveys to the lessee, in return for a payment, or series of payments, the right to
use an asset for an agreed period of time.

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.

(c) Impairment of non-financial assets


Under certain circumstances, impairment tests must be performed. Assets that are subject to amortization or depreciation
are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable.

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

136 - SBM OFFSHORE ANNUAL REPORT 2021


the treatment is described below under ’Lease and Operate contracts’. In rare cases when the transaction prices are not
directly observable from the contract, they are estimated based on expected cost plus margin (e.g. based on an operating
service component in a lease arrangement).

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

date and the assets created have no direct alternative use.

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.

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Lease and Operate contracts:
The Company provides to its customers possibilities to lease the units under charter contracts. The charter contracts are
multi-year contracts and some of them contain options to extend the term of the lease or terminate the lease earlier. Some
of the contracts also contain purchase options that are exercisable throughout the lease term.

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)

performance obligations in the future; and


■ The costs are expected to be recovered.

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.

(e) Operating segment information


As per IFRS 8, an operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses, whose segmental operating results are regularly reviewed by the entity’s chief operating
decision maker, and for which distinct financial information is available.

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The Management Board, as chief operating decision maker, monitors the operating results of its operating segments
separately for the purpose of making decisions about resource allocation and performance assessment. Segment
performance is evaluated based on revenue, gross margin, EBIT and EBITDA, and prepared in accordance with Directional
reporting. The Company has two reportable segments:
■ The Lease and Operate segment includes all earned day-rates on operating lease and operate contracts.

■ 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.

(f) Construction work-in-progress


Construction work-in-progress represents the Company‘s contract assets as defined in IFRS 15. Construction work-in-
progress is the Company‘s right to consideration in exchange for goods and services that the Company has transferred to
the customer. The Company‘s construction work-in-progress is measured as revenue recognizable to date, less invoiced
instalments. The Company recognizes any losses from onerous contracts under provisions in line with IAS 37. Further, the
impairment of construction work-in-progress is measured, presented and disclosed on the same basis as financial assets that
are within the scope of IFRS 9. The Company applies the simplified approach in measuring expected credit losses for
construction work-in-progress. In case of construction work-in-progress balances relating to the finance lease contracts, the
Company applies the low credit risk simplification of IFRS 9 for the computation of the expected credit loss. The
simplification is applied as the credit risk profile of these balances has been assessed as low.

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.

(g) Demobilization obligations


The demobilization obligations of the Company are either stated in the lease contract or derived from the international
conventions and the specific legislation applied in the countries where the Company operates assets. Demobilization costs
will be incurred by the Company at the end of the operating life of the Company’s facilities.

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.

C. SIGNIFICANT ACCOUNTING POLICIES


The consolidated financial statements of the Company have been prepared on the historical cost basis except for the
revaluation of certain financial instruments.

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(a) Distinction between current and non-current assets and liabilities
The Company classifies its assets as current when it expects to realize the asset, or intends to sell or consume it, in its normal
operating cycle. Inventory and construction work-in-progress are classified as current while the time when these assets are
sold or consumed might be longer than twelve months. Financial assets are classified as current when they are realized within
twelve months. Liabilities are classified as current when they are expected to be settled within less than twelve months and
the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the
reporting period. All other assets and liabilities are classified as non-current.

(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.

Interests in joint ventures:


The Company has applied IFRS 11 ’Joint Arrangements’ to all joint arrangements. Under IFRS 11 investment in joint
arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations
of each investor. In determining under IFRS 11 the classification of a joint arrangement, the Company assessed that all joint
arrangements were structured through private limited liability companies incorporated in various jurisdictions. As a result,
assets and liabilities held in these separate vehicles were those of the separate vehicles and not those of the shareholders of
these limited liability companies. Shareholders had therefore no direct rights to the assets, nor primary obligations for
liabilities of these vehicles. As a result the Company has determined its joint arrangements to be joint ventures. Joint
ventures are accounted for using the equity method.

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.

140 - SBM OFFSHORE ANNUAL REPORT 2021


Reciprocal transactions carried out between a subsidiary and an equity-accounted entity, are not eliminated for the
preparation of the consolidated financial statements. Only transactions leading to an internal profit (e.g. for dividends or
internal margin on asset sale) are eliminated applying the percentage owned in the equity-accounted entity.

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.

(c) Non-derivative financial assets


The Company’s financial assets consist of finance lease receivables, loans to joint ventures and associates and trade and
other receivables. The accounting policy on trade and other receivables is described separately.

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.

(d) Borrowings (bank and other loans) and lease liabilities


Borrowings are recognized on settlement date, being the date on which cash is paid or received. They are initially
recognized at fair value, net of transaction costs incurred (transaction price), subsequently measured at amortized cost and
classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least
twelve months after the statement of financial position date.

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;

■ Variable lease payments that are based on an index or a rate;

■ Amounts expected to be payable under residual value guarantees;

■ 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.

(e) Foreign currency transactions and derivative financial instruments


Foreign currency transactions are translated into the functional currency, the US dollar, at the exchange rate applicable on
the transaction date. At the closing date, monetary assets and liabilities stated in foreign currencies are translated into the
functional currency at the exchange rate prevailing on that date. Resulting exchange gains or losses are directly recorded in

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the income statement. At the closing date, non-monetary assets and liabilities stated in foreign currency remain translated
into the functional currency using the exchange rate at the date of the transaction.

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

directly recorded in the income statement.

The sources of hedge ineffectiveness are:


■ The non-occurrence of the hedged item;

■ The change in the principal terms of the hedged item;

■ 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

exposed charge, based upon best-known facts.

Demobilization provisions relate to estimated costs for demobilization of leased facilities at the end of the respective lease
period or operating life.

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Warranty provisions relate to the Company’s obligations to replace or repair defective items that become apparent within an
agreed period starting from final acceptance of the delivered system. These assurance-type warranties are provided to
customers on most Turnkey sales. These provisions are estimated on a statistical basis regarding the Company’s past
experience or on an individual basis in the case of any warranty claim already identified. These provisions are classified as
current by nature as it coincides with the production cycle of the Company.

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.

(g) Property, plant and equipment


Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Historical cost includes expenditure that is directly attributable to the acquisition of such items. The capital value of a facility
to be leased and operated for a client is the sum of external costs (such as shipyards, subcontractors and suppliers), internal
costs (design, engineering, construction supervision, etc.), third party financial costs including interest paid during
construction and attributable overhead.

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);

■ Floating equipment 3-15 years (included in vessels and floating equipment);

■ Buildings 30-50 years;

■ Other assets 2-20 years;

■ Land is not depreciated.

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.

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4 FINANCIAL INFORMATION 2021
The assets’ residual values are reviewed and adjusted, if appropriate, at each statement of financial position date. An asset’s
carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is higher than its
estimated recoverable amount.

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;

■ Any lease payments made at or before the commencement date;

■ Any initial direct costs; and

■ 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.

(h) Intangible assets


Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable
assets of the acquired subsidiary at the date of the acquisition, less accumulated impairment.

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 is able to demonstrate the technical feasibility of the project.

■ 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

internally, the usefulness of the intangible asset.

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.

(i) Assets (or disposal groups) held for sale


The Company classifies assets or disposal groups as being held for sale when their carrying amount will be recovered
principally through a sale transaction rather than through continuing use.

(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

144 - SBM OFFSHORE ANNUAL REPORT 2021


Floater (’MPF’) valued at cost including attributable overheads and spare parts stated at the lower of purchase price or
market value. MPFs under construction are accounted for as inventories until they are allocated to awarded projects.

(k) Trade and other receivables


Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business.
They are generally due for settlement within a maximum of 90 days and are therefore all classified as current. Trade
receivables are recognized initially at fair value. The Company holds the trade receivables with the objective to collect the
contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method. The
Company applies the simplified approach in measuring expected credit losses for trade receivables.

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.

(l) Impairment of finance lease receivables


For finance lease receivables the Company assumes that the credit risk has not increased significantly since the initial
recognition if the finance lease receivable is determined to have a low credit risk at the reporting date (i.e. the Company
applies the low credit risk simplification). As a result, if the finance lease receivable is determined to have a low credit risk at
the reporting date, the Company recognizes a 12-month expected credit loss.

(m) Cash and cash equivalents


Cash and cash equivalents consist of cash in bank and in hand fulfilling the following criteria: a maturity of usually less than
three months, highly liquid, a fixed exchange value and an extremely low risk of loss of value.

(n) Share capital


Ordinary shares and protective preference shares are classified as equity. Incremental costs directly attributable to the issue
of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(o) Income tax


The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the
extent that it relates to items recognized in other comprehensive income or directly in equity. In this case the associated tax
is also recognized in other comprehensive income or directly in equity.

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.

(p) Deferred income tax


Deferred income tax is recognized using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates and
laws that have been enacted or substantially enacted by the statement of financial position date and are expected to apply
when the related deferred tax asset is realized or the deferred tax liability is settled.

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.

(q) Employee benefits


Pension obligations: the Company operates various pension schemes that are generally funded through payments
determined by periodic actuarial calculations to insurance companies or are defined as multi-employer plans. The Company
has both defined benefit and defined contribution plans:
■ A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on

retirement, usually dependent on one or more factors such as age, years of service and compensation.

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4 FINANCIAL INFORMATION 2021
■ A defined contribution plan is a pension plan under which the Company pays fixed contributions to public or private
pension insurance plans on a mandatory, contractual or voluntary basis. The Company has no legal or constructive
obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating
to employee service in the current and prior periods. The contributions to defined contribution plans and multi-employer
plans are recognized as an expense in the income statement as incurred.

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);

■ Short-term Incentive Program of Bonus Shares and Matching Shares;

■ Value Creation Stake (VCS); and

■ 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.

(r) Trade payables


Trade payables are amounts due to suppliers for goods sold or services received in the ordinary course of business. They are
generally due for settlement within a maximum of 90 days and are therefore classified as current. Trade payables are initially
recognized at fair value and subsequently measured at amortised cost using the effective interest method.

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4.3 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4.3.1 FINANCIAL HIGHLIGHTS
Impact of COVID-19 pandemic
The COVID-19 pandemic has emerged in 2020 and impacted the global economy and the demand for energy. During 2021,
the challenges for and impact on many areas of the global economy due to the pandemic have persisted. Despite this, the
Company has been able to continue to manage these challenges.

Offshore energy industry


The Company serves the offshore energy industry on a global basis by supplying engineered products, vessels and systems,
as well as offshore energy production services. These construction and service activities are rendered based on long-term
contracts. Despite of uncertainties of the global pandemic, in 2021 the Company reached a record-breaking backlog
demonstrating market confidence in the Company. Consequently, the Company has a substantial proforma contractual
backlog, which is not linked to the oil price, amounting to US$29.5 billion at December 31, 2021 (2020: US$21.6 billion). This
provides the Company with 29 years cash flow visibility up to 2050. The pandemic and associated impact on the oil market
has caused oil and gas companies to reassess their portfolios and investments. However, deep water projects in high quality
resource basins rank very competitively, as illustrated by the recent several awards of contracts to the Company for Prosperity
(FPSO) (awarded in October 2020), FPSO Almirante Tamandaré (awarded in February 2021), FPSO Alexandre de Gusmão
(contract awarded November 2021), and limited scope award related to the FPSO for the Yellowtail development project. In
this context, the Company continues to foresee further FPSO market opportunities, while continuing to diversify its product
offering through innovative solutions for the offshore gas and renewable markets.

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.

Implications on 2021 Financial performance


Due to the COVID-19 pandemic, the Company incurred additional costs in order to satisfy its performance obligations on
some of its Turnkey projects. This was mainly due to delay in project delivery following lockdown periods, subsequent
acceleration programs negotiated with sub-contractors, international travel restrictions and remote working. The costs
contribute to the progress of transfer of control of the construction asset to the customer over the construction period.
When the costs are partially recharged to the Company’s clients, it is considered as part of the total consideration for the
project which is recognized as revenue over time.

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

Financial risk management


The Company is proactively monitoring challenges caused by the COVID-19 pandemic. As part of this, the Company
regularly assesses liquidity, credit and counterparty risks. The Company performed analyses on the credit and counterparty

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4 FINANCIAL INFORMATION 2021
risks of its clients and financial partners. The analysis resulted in an assessment of no significant impact which is reflected in
the US$12 million net impairment reversal on financial and contract assets over the period. This is caused by improving credit
ratings of the Company's clients compared with last year.

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.

Impairment of non-financial assets


The Company assessed impairment triggers in 2021 and concluded that there were no triggers that have resulted in
impairment charges of non-financial assets in 2021 result.

Successful pricing of US$850 million senior secured notes


The Company announced on February 9, 2021 the successful pricing of a US$850 million non-recourse senior secured notes
transaction in a 144A/Reg S offering by a subsidiary company. The issuer of the notes is Guara Norte S.à r.l. (Guara Norte),
which owns the FPSO Cidade de Ilhabela. The Company owns 75% of the equity in Guara Norte and the remaining 25%
equity is held by Mitsubishi Corporation.

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.

Award for FPSO Almirante Tamandaré lease and operate contracts


On February 25, 2021, the Company announced that it has signed a Letter of Intent (LOI) together with Petróleo Brasileiro
S.A. (Petrobras) for a 26.25 years lease and operate contracts for the FPSO Almirante Tamandaré, to be deployed at the
Búzios field in the Santos Basin approximately 180 kilometers offshore Rio de Janeiro in Brazil. Subsequently in July 2021, the
Company has signed the contracts in line with the terms agreed in the LOI.

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.

148 - SBM OFFSHORE ANNUAL REPORT 2021


The cash balance in the debt service account combined with part of the lump-sum payment was used to redeem the
outstanding debt held by the noteholders for an amount of c. US$70 million.

US$1.05 billion financing of Prosperity (FPSO)


The Company has completed the project financing of Prosperity (FPSO) for a total of US$1.05 billion on June 25, 2021.

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%.

Award of FPSO Alexandre de Gusmão lease and operate contracts


On August 3, 2021, the Company announced that it has signed with Petróleo Brasileiro S.A. (Petrobras) the Letter of Intent
for a 22.5 years lease and operate contracts of FPSO Alexandre de Gusmão. Following this letter of intent, the Company
announced on November 30, 2021 that the contracts were awarded. The unit will be deployed at the Mero field in the Santos
Basin offshore Brazil, approximately 160 kilometers from Arraial do Cabo, Rio de Janeiro state, in Brazil.

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.

Completion of US$1.6 billion financing for FPSO Sepetiba


On September 16, 2021, the Company completed the project financing of FPSO Sepetiba for a total of US$1.6 billion, its
largest ever such financing. The project financing was secured by a consortium of 13 international banks with insurance cover
from Export Credit Agencies (ECA). The Company is the majority owner of this special purpose company (with 64.5% equity
ownership), together with Mitsubishi Corporation (20%) and Nippon Yusen Kabushiki Kaisha (15.5%).

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.

Completion of US$635 million bridge loan for FPSO Almirante Tamandaré


On the 23rd of September, the Company secured a US$635 million bridge loan facility for the financing of the construction of
FPSO Almirante Tamandaré. The facility was secured by the special purpose company which will own FPSO Almirante
Tamandaré. The Company was the sole owner of this special purpose company in 2021, however a divestment of 45% of the
equity ownership to partners was completed on January 24, 2022.

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.

Share Repurchase Program


On October 11, 2021, the Company completed its EUR150 million (US$178 million) share repurchase program. Between
August 5, 2021 and October 11, 2021 a total of 9,958,318 common shares were repurchased, at an average price of EUR15.06
per share.

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

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4 FINANCIAL INFORMATION 2021
FEED contract award triggers the initial release of funds by ExxonMobil’s subsidiary Esso Exploration and Production Guyana
Limited (EEPGL) to begin FEED activities and secure a Fast4Ward® hull.

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.

Conclusion of legacy issue in Switzerland


In November 2020, the Company communicated that three of the Company’s subsidiaries in Switzerland received a
notification from the Bundesanwaltschaft (federal prosecutor’s office) in Bern. It concerned a suspicion that from 2005 till 2012
these subsidiaries failed to take all reasonable and necessary organizational measures to prevent the commission of acts of
active bribery of foreign public officials during said period.

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.

Contract extension for FPSO Kikeh


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. This profit is presented in
the line item ’Share of profit/(loss) of equity-accounted investees’ of the 2021 consolidated Income Statement.

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.

Completion of US$620 million bridge loan for FPSO Alexandre de Gusmão


On December 17, 2021, the Company announced the securing of a US$620 million bridge loan facility for the financing of the
construction of FPSO Alexandre de Gusmão.

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.

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4.3.2 OPERATING SEGMENTS AND DIRECTIONAL REPORTING
OPERATING SEGMENTS
The Company’s reportable operating segments as defined by IFRS 8 ‘Operating segments’ are:
■ Lease and Operate;
■ Turnkey

■ 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.

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4 FINANCIAL INFORMATION 2021
2021 operating segments (Directional)

Lease and Reported Total Directional


Operate Turnkey segments Other reporting
Third party revenue 1,509 733 2,242 - 2,242
Cost of sales (1,032) (640) (1,672) - (1,672)
Gross margin 477 93 570 - 570
Other operating income/expense 12 (2) 10 (10) 1
Selling and marketing expenses (1) (29) (31) (0) (31)
General and administrative expenses (29) (41) (70) (76) (146)
Research and development expenses (5) (24) (29) (0) (29)
Net impairment gains/(losses) on financial
and contract assets (1) 1 0 2 2
Operating profit/(loss) (EBIT) 452 (1) 451 (85) 366
Net financing costs (171)
Share of profit of equity-accounted
investees (1)
Income tax expense (72)
Profit/(Loss) 122

Operating profit/(loss) (EBIT) 452 (1) 451 (85) 366


Depreciation, amortization and
impairment 462 20 482 0 483
EBITDA 914 19 933 (84) 849

Other segment information :


Impairment charge/(reversal) (0) (1) (1) 0 (1)

152 - SBM OFFSHORE ANNUAL REPORT 2021


Reconciliation of 2021 operating segments (Directional to IFRS)

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

Impairment charge/(reversal) (1) (14) 4 (11)

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.

Impact of lease accounting treatment


For the Lease and Operate segment, the restatement from an operating to a finance lease accounting treatment has the
main following impacts for the 2021 period:
■ Revenue reduced by US$(327) million. This primarily resulted from the two following opposite effects:

■ 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

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4 FINANCIAL INFORMATION 2021
being accounted as per equity method under IFRS). The one-shot impact related to the extension is thus recognized at
the Company's ownership share through 'Share of profit/(loss) of equity-accounted investees' under IFRS only.
■ Gross margin increased by US$48 million and EBIT increased by US$55 million. This again resulted mainly from two
opposite effects:
■ Under IFRS, gross margin and EBIT from finance leases equal to the recognized revenue, following the declining profile

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.

Impact of consolidation methods


The impact of consolidation methods in the above table describes the net impact from:
■ Percentage of ownership consolidation to full consolidation for those Lease and Operate related subsidiaries over which

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.

154 - SBM OFFSHORE ANNUAL REPORT 2021


2020 operating segments (Directional)

Lease and Reported Total Directional


Operate Turnkey segments Other reporting
Third party revenue 1,699 669 2,368 - 2,368
Cost of sales (1,207) (622) (1,829) - (1,829)
Gross margin 492 48 539 - 540
Other operating income/expense (8) (42) (49) (4) (53)
Selling and marketing expenses (1) (39) (40) (0) (40)
General and administrative expenses (24) (42) (66) (77) (142)
Research and development expenses (2) (22) (24) (0) (24)
Net impairment gains/(losses) on financial
and contract assets (20) (3) (23) (2) (25)
Operating profit/(loss) (EBIT) 438 (100) 337 (83) 254
Net financing costs (175)
Share of profit of equity-accounted
investees 1
Income tax expense (42)
Profit/(Loss) 39

Operating profit/(loss) (EBIT) 438 (100) 337 (83) 254


Depreciation, amortization and
impairment1 671 91 762 5 767
EBITDA 1,108 (9) 1,099 (78) 1,021

Other segment information


Impairment charge/(reversal) 20 61 81 0 81
1 Includes net impairment losses on financial and contract assets.

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4 FINANCIAL INFORMATION 2021
Reconciliation of 2020 operating segments (Directional to IFRS)

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

Impairment charge/(reversal) 81 20 (8) 94

156 - SBM OFFSHORE ANNUAL REPORT 2021


Reconciliation of 2021 statement of financial position (Directional to IFRS)

Reported under Impact of lease Impact of


Directional accounting consolidation Total Consolidated
reporting treatment methods IFRS
ASSETS
Property, plant and equipment and Intangible assets1 7,2342 (6,750) (2) 482
Investment in associates and joint ventures 10 - 351 361
Finance lease receivables 0 4,706 1,475 6,182
Other financial assets 2813 (209) 19 91
Construction work-in-progress 109 3,532 498 4,140
Trade receivables and other assets 926 1 (63) 864
Derivative financial instruments 47 - - 47
Cash and cash equivalents 1,059 - (38) 1,021
Assets held for sale 25 - - 25
Total Assets 9,690 1,281 2,241 13,211
EQUITY AND LIABILITIES
Equity attributable to parent company 603 1,969 7 2,579
Non-controlling interests 2 0 956 957
Equity 604 1,969 963 3,537
Borrowings and lease liabilities 6,4604 - 1,241 7,701
Provisions 590 (213) 6 383
Trade payable and other liabilities 1,479 (168) (15) 1,295
Deferred income 316 (308) (2) 7
Derivative financial instruments 240 - 48 288
Total Equity and Liabilities 9,690 1,281 2,241 13,211
1 Under Directional, the cost related to the Brazilian local content penalty is capitalized in line with construction progress of related assets and presented in
the Directional statement of financial position under 'Property, plant and equipment and Intangible assets'. Under IFRS the same cost is directly recognized
as cost of sales in the IFRS consolidated income statement
2 Includes US$3,310 million related to units under construction.
3 Includes US$246 million related to demobilization receivable.
4 Includes US$2,928 million non-recourse debt and US$57 million lease liability.

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

related to Lease and Operate contracts.

Impact of lease accounting treatment


For the statement of financial position, the main adjustments from Directional reporting to IFRS as of December 31, 2021 are:
■ For those lease contracts that are classified and accounted for as finance lease contracts under IFRS, de-recognition of

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

financial assets (US$(209) million) and provisions (US$(213) million).

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.

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4 FINANCIAL INFORMATION 2021
Impact of consolidation methods
The above table of statement of financial position also describes the net impact of moving from percentage of ownership
consolidation to either full consolidation, for those lease related investees in which the Company has control, or equity
accounting, for those investees that are classified as joint ventures under IFRS 11. The two main impacts are:
■ Full consolidation of asset specific entities that mainly comprise finance lease receivables (representing the net present

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’.

Reconciliation of 2021 cash flow statement (Directional to IFRS)

Reported under Impact of lease Impact of


Directional accounting consolidation Total Consolidated
reporting treatment methods IFRS
EBITDA 849 (49) 23 823
Adjustments for non-cash and investing items 41 (28) 51 64
Changes in operating assets and liabilities (109) (1,626) (161) (1,896)
Reimbursement finance lease assets (0) 330 (14) 316
Income taxes paid (66) (0) 4 (62)
Net cash flows from (used in) operating activities 715 (1,373) (98) (755)
Capital expenditures (1,483) 1,422 - (61)
Other investing activities 68 2 (4) 66
Net cash flows from (used in) investing activities (1,415) 1,424 (4) 5
Equity payment from/(repayment to) partners - - 80 80
Additions and repayments of borrowings and lease
liabilities 1,945 - 90 2,035
Dividends paid to shareholders and non-controlling
interests (165) - (127) (292)
Interest paid (224) (51) (64) (340)
Share repurchase program (178) - - (178)
Payments from non-controlling interests for change in
ownership 0 0 53 53
Net cash flows from (used in) financing activities 1,377 (51) 32 1,359

Net cash and cash equivalents as at 1 January 383 - 31 414


Net increase/(decrease) in net cash and cash equivalents 678 - (69) 609
Foreign currency variations (2) - (0) (2)
Net cash and cash equivalents as at 31 December 1,059 - (38) 1,021

Impact of lease accounting treatment


At net cash level, the difference in lease accounting treatment is neutral. The impact of the different lease accounting
treatment under Directional reporting versus IFRS is limited to reclassifications between cash flow activities.

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.

Impact of consolidation methods


The impact of the consolidation method on the cash flow statement is in line with the impact described for the statement of
financial position. The full consolidation of asset specific entities, mainly comprising finance lease receivables and the related
non-recourse project debts, results in increased additions and repayments of borrowings under IFRS versus Directional.

158 - SBM OFFSHORE ANNUAL REPORT 2021


Reconciliation of 2020 statement of financial position (Directional to IFRS)

Reported under Impact of lease Impact of


Directional accounting consolidation Total Consolidated
reporting treatment methods IFRS
ASSETS
Property, plant and equipment and Intangible assets1 6,1332 (5,539) (2) 592
Investment in associates and joint ventures 4 0 278 282
Finance lease receivables 0 4,941 1,546 6,487
Other financial assets 3073 (209) 25 122
Construction work-in-progress 69 1,862 317 2,248
Trade receivables and other assets 860 (2) (56) 802
Derivative financial instruments 137 - (0) 137
Cash and cash equivalents 383 - 31 414
Assets held for sale 0 - - 0
Total Assets 7,894 1,053 2,138 11,085
EQUITY AND LIABILITIES
Equity attributable to parent company 858 1,694 4 2,556
Non-controlling interests 1 0 905 905
Equity 858 1,694 909 3,462
Loans and borrowings 4,4764 - 1,147 5,623
Provisions 549 (205) 32 376
Trade payable and other liabilities 1,290 (51) (32) 1,207
Deferred income 395 (386) (3) 6
Derivative financial instruments 327 - 84 411
Total Equity and Liabilities 7,894 1,053 2,138 11,085
1 Under Directional, the cost related to the Brazilian local content penalty is capitalized in line with construction progress of related assets and presented in
the Directional statement of financial position under 'Property, plant and equipment and Intangible assets'. Under IFRS the same cost is directly recognized
as cost of sales in the IFRS consolidated income statement
2 Includes US$1,759 million related to (i) units under construction (i.e. FPSOs Liza Unity, Prosperity and Sepetiba) and (ii) Gene tanker.
3 Includes US$273 million related to demobilization receivable.
4 Includes US$3,150 million non-recourse debt and US$71 million lease liability.

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4 FINANCIAL INFORMATION 2021
Reconciliation of 2020 cash flow statement (Directional to IFRS)

Reported under Impact of lease Impact of


Directional accounting consolidation Total Consolidated
reporting treatment methods IFRS
EBITDA 1,021 (169) 191 1,043
Adjustments for non-cash and investing items 52 4 (34) 23
Changes in operating assets and liabilities (326) (912) (202) (1,440)
Reimbursement finance lease assets (0) 300 (13) 288
Income taxes paid (51) 0 10 (42)
Net cash flows from (used in) operating activities 696 (777) (48) (128)
Capital expenditures (871) 801 0 (70)
Acquisition of shares in co-owned entities 2 (0) (2) 0
Other investing activities 33 4 16 53
Net cash flows from (used in) investing activities (837) 805 15 (17)
Equity payment from/repayment to partners - - (23) (23)
Additions and repayments of borrowings and loans 534 0 139 673
Dividends paid to shareholders non-controlling interests (150) - (83) (233)
Interest paid (155) (24) (50) (228)
Share repurchase program (165) - - (165)
Payments to non-controlling interests for change in
ownership (0) - 28 28
Net cash flows from (used in) financing activities 62 (24) 12 50

Net cash and cash equivalents as at 1 January 458 - 48 506


Net increase/(decrease) in net cash and cash equivalents (80) 0 (16) (95)
Foreign currency variations 5 (0) (0) 5
Net cash and cash equivalents as at 31 December 383 - 31 414

Deferred income (Directional)

31 December 2021 31 December 2020


Within one year 70 82
Between 1 and 2 years 48 67
Between 2 and 5 years 122 133
More than 5 years 77 113
Balance at 31 December 316 395

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.

160 - SBM OFFSHORE ANNUAL REPORT 2021


GEOGRAPHICAL INFORMATION
The classification by country is determined by the final destination of the product for both revenues and non-current assets.

The revenue by country is analyzed as follows:

2021 geographical information (revenue by country and segment)

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

2020 geographical information (revenue by country and segment)

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

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4 FINANCIAL INFORMATION 2021
The non-current assets by country are analyzed as follows:

Geographical information (non-current assets by country)

31 December 2021 31 December 2020


IFRS DIR IFRS DIR
Brazil 5,364 4,526 5,709 3,933
Guyana 716 2,427 791 1,817
Angola 303 211 257 269
Equatorial Guinea 75 115 87 138
Switzerland 40 79 66 79
Monaco 40 40 57 57
Malaysia 92 11 57 43
The United States of America 36 36 50 51
Netherlands 15 15 28 28
Other 113 89 141 114
Total 6,795 7,550 7,243 6,528

RELIANCE ON MAJOR CUSTOMERS


Under Directional, two customers each represent more than 10% of the consolidated revenue. Total revenue from these two
major customers amounts to US$1,476 million (US$842 million and US$634 million, respectively). In 2020, the revenue related
to the two major customers was US$1,469 million (US$1,023 million and US$446 million, respectively). In 2021 and 2020, the
revenue of these major customers was mainly related to the Lease and Operate segment.

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).

162 - SBM OFFSHORE ANNUAL REPORT 2021


The following table presents the unsatisfied performance obligations as at December 31, 2021 (in billions of US$):

Unsatisfied performance obligations related to: 2021 2020


- constructions contracts including finance leases 6.0 3.0
- operating contracts 10.0 7.0
Total 16.0 10.0

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.

4.3.4 OTHER OPERATING INCOME AND EXPENSE


2021 2020
Insurance claim income 16 -
Gains from sale of financial participations, property, plant and
equipment 2 (1)
Other operating income 1 5
Total other operating income 19 4
Other operating expenses (12) (1)
Impairment of other assets and onerous contracts - (10)
Restructuring expenses (1) (46)
Total other operating expense (13) (57)
Total 7 (53)

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.

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4 FINANCIAL INFORMATION 2021

4.3.5 EXPENSES BY NATURE


The table below sets out expenses by nature for all items included in EBIT for the years 2021 and 2020:

Note 2021 2020


Expenses on construction contracts (1,732) (1,245)
Employee benefit expenses 4.3.6 (669) (614)
Vessels operating costs (413) (378)
Depreciation, amortization and impairment (88) (439)
Selling expenses (16) (24)
Other costs (114) (189)
Total expenses (3,032) (2,891)

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.

4.3.6 EMPLOYEE BENEFIT EXPENSES


Information with respect to employee benefits expenses are detailed as follows:

Note 2021 2020


Wages and salaries (353) (353)
Social security costs (49) (53)
Contributions to defined contribution plans (35) (35)
Contributions to defined benefit plans (2) (1)
Share-based payment cost (27) (27)
Contractors costs (139) (84)
Other employee benefits (64) (60)
Total employee benefits 4.3.5 (669) (614)

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.

DEFINED CONTRIBUTION PLAN


The contributions to defined contribution plans includes the Company participation in the Merchant Navy Officers Pension
Fund (MNOPF). The MNOPF is a defined benefit multi-employer plan, which is closed to new members. The fund is
managed by a corporate Trustee, MNOPF Trustees Limited, and provides defined benefits for nearly 22,830 (2020: 23,447)
Merchant Navy Officers and their dependents out of which approximately 29 (2020: 29) are SBM Offshore former employees.

164 - SBM OFFSHORE ANNUAL REPORT 2021


The Trustee apportions its funding deficit between Participating Employers, based on the portions of the Fund’s liabilities,
which were originally accrued by members in service with each employer. When the Trustee determines that contributions
are unlikely to be recovered from a Participating Employer, it can re-apportion the deficit contributions to other Participating
Employers.

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.

DEFINED BENEFIT PLANS AND OTHER LONG-TERM BENEFITS


The employee benefits provisions recognized in accordance with accounting principles, relate to:

Note 2021 2020


Pension plan 2 6
Lump sums on retirement 9 11
Defined benefit plans 11 17
Long-service awards 16 17
Other long-term benefits 16 17
Employee benefits provisions 4.3.25 26 34

The defined benefit plan provision is partially funded as follows:

Benefit asset/liability included in the statement of financial position

31 December 2021 31 December 2020


Lump sums on Lump sums on
Pension plans retirement Total Pension plans retirement Total
Defined benefit obligation 33 9 42 39 11 50
Fair value of plan assets (31) - (31) (33) - (33)
Benefit (asset)/liability 2 9 11 6 11 17

The main assumptions used in determining employee benefit obligations for the Company’s plans are shown below:

Main assumptions used in determining employee benefit obligations

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.

REMUNERATION OF THE KEY MANAGEMENT PERSONNEL OF THE COMPANY


The remuneration of key management personnel of the Company paid during the year, including pension costs and
performance related Short-Term Incentives (STI), amounted to US$20 million (2020: US$19 million). There are no
loans outstanding to the members of the key management or guarantees given on behalf of members of the key
management.

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

SBM OFFSHORE ANNUAL REPORT 2021 - 165


4 FINANCIAL INFORMATION 2021
versus 2020, explained by a lower valuation of the Value Creation Stake mainly offset by a higher STI. The Management
Board’s remuneration in US$ increased by US$282 thousand due to the change in foreign currency conversion.

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:

Remuneration key management personnel

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:

Outstanding at the Outstanding at


Shared-based incentives beginning of period Granted Vested the end of period
2021 - - - -
2020 247,689 - 247,689 -

SHORT-TERM INCENTIVE PROGRAM OF THE MANAGEMENT BOARD


The Short-Term Incentive Program is based upon the short-term operational performance, which includes three sets of
Performance Indicators as noted below:
■ Profitability;

■ 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.

166 - SBM OFFSHORE ANNUAL REPORT 2021


VALUE CREATION STAKE SHARES OF THE MANAGEMENT BOARD
Under the Remuneration Policy 2018, the members of the Management Board are entitled to a Value Creation Stake, being a
number of shares determined by a four-year average share price (volume weighted). These shares vest immediately upon the
award date, and must be retained for five years from the vesting date, or − in the event of retirement or termination − two
years after such event.

Number of issued shares 2021 2020


Total 313,239 324,875

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).

RESTRICTED SHARE UNIT (RSU) PLANS


The number of shares granted under the RSU plan in 2021 was 754,450 (2020: 638,780), with the three year employment
period starting on January 1, 2021 (2020: January 1, 2020).

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

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4 FINANCIAL INFORMATION 2021
TOTAL SHARE-BASED PAYMENT COSTS
The amounts recognized in operating profit for all share-based payment transactions have been summarized by taking into
account both the provisional awards for the current year and the additional awards related to prior years. Total share-based
compensation has slightly decreased in comparison to 2020.

Performance shares and Matching


2021 RSU/Value Creation Stake shares Total
Instruments granted 15,153 4,523 19,676
Total expenses 2021 15,153 4,523 19,676

Performance shares and Matching


2020 RSU/Value Creation Stake shares Total
Instruments granted 15,288 4,780 20,068
Total expenses 2020 15,288 4,780 20,068

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.

in number of shares 2021 2020


Outstanding at 1 January 2,530,336 1,991,476
Granted 1,734,267 1,631,655
Vested (1,090,015) (955,922)
True-up at vesting
Cancelled or forfeited (263,863) (136,873)
Total movements 380,389 538,860
Outstanding at 31 December 2,910,725 2,530,336

REMUNERATION OF THE SUPERVISORY BOARD


The remuneration of the Supervisory Board amounted to EUR656,000 (2020: EUR741,000) and can be specified as follows:

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

168 - SBM OFFSHORE ANNUAL REPORT 2021


Number of employees (by geographical area)

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.

4.3.7 RESEARCH AND DEVELOPMENT EXPENSES


Research and development expenses amounted to US$29 million (2020: US$24 million) and mainly relate to the internal
projects ’Digital FPSO’ and Renewables development costs.

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.

4.3.8 NET IMPAIRMENT GAINS/(LOSSES) ON FINANCIAL AND CONTRACT ASSETS


In the context of recovering oil and gas market and raising oil price, the Company's clients' credit ratings generally have
significantly improved comparing to 2020 despite the remaining uncertainties regarding the COVID-19 pandemic. As part of
the regular update of 'Impairment gains/(losses) on financial and contract assets', the Company has therefore recognized an
overall net impairment gain of US$12 million (December, 2020: loss of US$(24) million).

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.

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4 FINANCIAL INFORMATION 2021

4.3.9 NET FINANCING COSTS


2021 2020
Interest income on loans & receivables 1 3
Interest income on investments 1 3
Net foreign exchange gain - 2
Other financial income 1 1
Financial income 3 9
Interest expenses on financial liabilities at amortized cost (202) (181)
Interest expenses on hedging derivatives (99) (76)
Interest expenses on lease liabilities (2) (5)
Interest addition to provisions (1) (1)
Net cash flow hedges ineffectiveness - (3)
Other financial expenses 0 (0)
Financial expenses (304) (265)
Net financing costs (301) (257)

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.

4.3.10 INCOME TAX EXPENSE


The relationship between the Company’s income tax expense and profit before income tax (referred to as ’effective tax rate’)
can vary significantly from period to period considering, among other factors: (i) changes in the blend of income that is taxed
based on revenues versus profit; (ii) the different statutory tax rates in the location of the Company’s operations and (iii) the
possibility to recognize deferred tax assets on tax losses to the extent that suitable future taxable profits will be available.

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 components of the Company’s income taxes were as follows:

Income tax recognized in the consolidated Income Statement

Note 2021 2020


Corporation tax on profits for the year (73) (47)
Adjustments in respect of prior years 14 (1)
Movements in uncertain tax positions 3 -
Total current income tax (56) (48)
Deferred tax 4.3.17 (14) 10
Total (71) (38)

The Company’s operational activities are subject to taxation at rates, which range up to 35% (2020: 35%).

170 - SBM OFFSHORE ANNUAL REPORT 2021


For the year ended December 31, 2021, the respective tax rates, the change in the blend of income tax based on income
withholding tax and deemed profit assessment versus income tax based on net profit, the unrecognized deferred tax asset
on certain tax losses, tax-exempt profits and non-deductible costs resulted in an effective tax on continuing operations of
16% (2020: 11%).

The reconciliation of the effective tax rate is as follows:

Reconciliation of total income tax charge

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.

Details of the withholding taxes and other taxes are as follows:

Withholding taxes per country

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)

Brazil withholding tax


The Company incurred a higher withholding tax charge in 2021 in relation to its Brazilian fleet time charter revenue. This is a
consequence of change of Brazilian tax law that applied in late December 2020. Four more units are now subject to this
taxation with an impact of US$17 million of additional corporate income tax charge in 2021.

SBM OFFSHORE ANNUAL REPORT 2021 - 171


4 FINANCIAL INFORMATION 2021
Guyana withholding tax
The Company's construction and lease activities are subject of Guyanese withholding tax. The increase of the withholding
tax charge in 2021 compared with 2020 relates mainly to the level of construction activities. In 2021, the Company provided
specific construction and engineering work subject of the Guyanese withholding tax related mainly to Liza Unity (FPSO)
approaching finalization of the project (e.g. readiness for operation), while the Company did not incur similar level of
activities subject of the withholding tax in 2020.

TAX RETURNS AND TAX CONTINGENCIES


The Company files federal and local tax returns in several jurisdictions throughout the world. Tax returns in the major
jurisdictions in which the Company operates are generally subject to examination for periods ranging from three to six years.
Tax authorities in certain jurisdictions are examining tax returns and in some cases have issued assessments. The Company
believes there is a sound basis for its tax positions in those jurisdictions. The Company provides for taxes that it considers
probable of being payable as a result of these audits and for which a reasonable estimate may be made. While the Company
cannot predict or provide assurance as to the final outcome of these proceedings, the Company does not expect the
ultimate liability to have a material effect on its consolidated statement of financial position or results of operations, although
it could have a significant adverse effect on its consolidated cash flows.

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.

4.3.11 EARNINGS/(LOSS) PER SHARE


The basic earnings per share for the year amounted to US$2.18 (2020: US$1.00); the fully diluted earnings per share
amounted to US$2.16 (2020: US$1.00).

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.

172 - SBM OFFSHORE ANNUAL REPORT 2021


The following reflects the share data used in the basic and diluted earnings per share computations:

Earnings per share

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).

4.3.12 DIVIDENDS PAID AND PROPOSED


The Company’s dividend policy is to maintain a stable dividend, which grows over time. Determination of the dividend is
based on the Company’s assessment of its underlying cash flow position. As part of the Company’s regular planning process,
following review of its cash flow position and forecast, the Company proposes to pay out a dividend of US$1 per share,
equivalent to c.US$1801million, to be paid out of retained earnings. This dividend will be proposed at the Annual General
Meeting on April 6, 2022. This represents an increase of 13% compared to the US$0.8854 dividend per share paid in 2021.

4.3.13 PROPERTY, PLANT AND EQUIPMENT


The line item ’Property, plant and equipment’ consists of property, plant and equipment owned by the Company and right-
of-use assets:

Property, plant and equipment (summary)

31 December 2021 31 December 2020


Property, plant and equipment excluding leases 351 490
Right-of-use assets 45 52
Total 396 542

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.

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4 FINANCIAL INFORMATION 2021
PROPERTY, PLANT AND EQUIPMENT OWNED BY THE COMPANY
The movement of the Property, plant and equipment during the year 2021 is summarized as follows:

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.

174 - SBM OFFSHORE ANNUAL REPORT 2021


Property, plant and equipment at year-end comprises of:
■ Two (2020: two) integrated floating production, storage and offloading systems (FPSOs) (namely FPSO Capixaba and

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

Buildings Other fixed assets Total


Book value at 1 January 52 1 52
Additions 9 1 10
Disposals (1) 0 (1)
Depreciation (12) (1) (12)
Impairment (0) - (0)
Foreign currency variations (3) (0) (3)
Other movements (1) - (1)
Total movements (8) 0 (8)
Cost 86 2 88
Accumulated depreciation and impairment (42) (1) (43)
Book value at 31 December 44 1 45

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 175


4 FINANCIAL INFORMATION 2021
Office leases
Significant contracts under buildings relate to the lease of offices. The remaining contract periods of the Company’s office
rentals vary between one to ten years and most of the contracts include extension options between three to five years. The
extension options have been taken into account in the measurement of lease liabilities when the Company is reasonably
certain to exercise these options. The lease agreements do not impose any covenants.

OPERATING LEASES AS A LESSOR


The category ’Vessels and floating equipment’ mainly relates to facilities leased to third parties under various operating lease
agreements which terminate between 2022 and 2030. Leased facilities included in the ’Vessels and floating equipment’
amount to:

Leased facilities included in the vessels and floating equipment

31 December 2021 31 December 2020


Cost 1,741 2,683
Accumulated depreciation and impairment (1,447) (2,317)
Book value at 31 December 294 367

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:

Nominal values of the future expected bareboat receipts

31 December 2021 31 December 2020


Within 1 year 146 277
2 years 109 145
3 years 107 95
4 years 100 94
5 years 90 92
After 5 years 313 399
Total 865 1,103

A number of agreements have extension options, which have not been included in the above table.

Purchase and termination options in operating lease contracts


The operating lease contract of semi-submersible Thunder Hawk includes a call option for the client to purchase the
underlying asset. The exercise of this call option would have resulted in a gain for the Company as of December 31, 2021.

176 - SBM OFFSHORE ANNUAL REPORT 2021


4.3.14 INTANGIBLE ASSETS
2021

Development Intangible assets


costs Software under construction Patents Total
Cost 29 24 31 19 103
Accumulated amortization and impairment (20) (14) - (19) (54)
Book value at 1 January 8 10 31 0 50
Additions 5 4 36 - 46
Amortization (5) (4) - - (9)
Total movements 0 (0) 35 - 36
Cost 34 25 67 19 145
Accumulated amortization and impairment (25) (15) - (19) (59)
Book value at 31 December 9 11 67 0 86

2020

Development Intangible assets


costs Software under construction Patents Total
Cost 34 16 - 19 69
Accumulated amortization and impairment (16) (11) - (19) (46)
Book value at 1 January 18 5 - 0 23
Additions 4 8 18 - 30
Amortization (4) (3) - - (7)
Other movements (9) 0 13 - 4
Total movements (9) 5 31 - 27
Cost 29 24 31 19 103
Accumulated amortization and impairment (20) (14) - (19) (53)
Book value at 31 December 9 10 31 0 50

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).

SBM OFFSHORE ANNUAL REPORT 2021 - 177


4 FINANCIAL INFORMATION 2021

4.3.15 FINANCE LEASE RECEIVABLES


The reconciliation between the total gross investment in the lease and the net investment in the lease at the statement of
financial position date is as follows:

Finance lease receivables (reconciliation gross/net investment)

31 December 2021 31 December 2020


Gross receivable 9,729 10,511
Less: unearned finance income (3,547) (4,023)
Total 6,182 6,488
Of which
Current portion 339 317
Non-current portion 5,843 6,171

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

was extended in December 2020 until December 2028.

The decrease in finance lease receivable is driven by the regular redemptions as per the payment plans of lease contracts.

Unguaranteed residual values


Included in the gross receivable is an amount related to unguaranteed residual values (i.e. scrap value of units). The total
amount of unguaranteed residual values at the end of the lease term amounts to US$69 million as of December 31, 2021
(2020: US$49 million). The 2021 reassessment of unguaranteed residual values resulted in an impairment reversal of US$10
million due to the increase of scrap value of units.

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)

31 December 2021 31 December 2020


Less than 1 year 802 803
Between 1 and 2 years 802 802
Between 2 and 5 years 2,415 2,408
More than 5 years 5,711 6,498
Total Gross receivable 9,729 10,511

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)

31 December 2021 31 December 2020


Gross receivable 802 803
Less: unearned finance income (463) (486)
Current portion of finance lease receivable 339 317

178 - SBM OFFSHORE ANNUAL REPORT 2021


The maximum exposure to credit risk at the reporting date is the carrying amount of the finance lease receivables taking into
account the risk of recoverability. The Company performed an assessment, which concluded that the credit risk for these
receivables has not increased significantly since the initial recognition. The Company does not hold any collateral as security.

Purchase and termination options


The finance lease contracts of FPSO Aseng and Liza Destiny (FPSO), where the Company is the lessor, include call options for
the client to purchase the underlying asset or to terminate the contract early. If the client would have exercised the purchase
option for FPSO Aseng as of December 31, 2021 this would have resulted in a gain for the Company, while the exercise of
the early termination option under which the Company would retain the vessel, would have resulted in a near breakeven
result. If the client would have exercised the purchase option for Liza Destiny (FPSO) as of December 31, 2021 this would
have resulted in a near breakeven result for the Company while the exercise of the early termination option under which the
Company would retain the vessel would have resulted in a gain.

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.

4.3.16 OTHER FINANCIAL ASSETS


The breakdown of the non-current portion of other financial assets is as follows:

31 December 2021 31 December 2020


Non-current portion of other receivables 38 80
Sublease receivables 2 2
Non-current portion of loans to joint ventures and associates 42 32
Total 82 114

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 breakdown of loans to joint ventures and associates is presented below.

LOANS TO JOINT VENTURES AND ASSOCIATES


Notes 31 December 2021 31 December 2020
Current portion of loans to joint ventures and associates 4.3.19 9 14
Non-current portion of loans to joint ventures and associates 42 32
Total 4.3.32 51 46

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 179


4 FINANCIAL INFORMATION 2021

4.3.17 DEFERRED TAX ASSETS AND LIABILITIES


The deferred tax assets and liabilities and associated net positions are summarized as follows:

Deferred tax positions (summary)

31 December 2021 31 December 2020


Assets Liabilities Net Assets Liabilities Net
Property, plant and equipment - - - 28 - 28
Tax losses 6 - 6 9 - 9
Other 7 18 (11) 9 37 (28)
Book value at 31 December 13 18 (5) 46 37 9

Movements in net deferred tax positions

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:

31 December 2021 31 December 2020


Unused tax losses carried forward, temporary differences and tax credits not
recognised as a deferred tax asset 257 216
Unused tax losses carried forward, temporary differences and tax credits recognised as
a deferred tax asset 13 46
Total 270 262

Expiry date on deferred tax assets unrecognized on temporary differences, unused tax losses and tax credits:

31 December 2021 31 December 2020


Within one year 21 15
More than a year but less than 5 years 12 15
More than 5 years but less than 10 years 3 1
More than 10 years but less than 20 years 60 82
Unlimited period of time 161 103
Total 257 216

180 - SBM OFFSHORE ANNUAL REPORT 2021


Deferred tax assets per location are as follows:

Deferred tax positions per location

31 December 2021 31 December 2020


Assets Liabilities Net Assets Liabilities Net
Canada - - - 28 24 4
Guyana - 18 (18) - 13 (13)
Monaco 3 - 3 4 - 4
Switzerland 7 - 7 9 - 9
the Netherlands 3 - 3 3 - 3
Brazil - - - 2 - 2
Other - - - - - -
Book value at 31 December 13 18 (5) 46 37 9

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.

4.3.19 TRADE AND OTHER RECEIVABLES


Trade and other receivables (summary)

Note 31 December 2021 31 December 2020


Trade debtors 407 115
Other accrued income 187 280
Prepayments 138 64
Accrued income in respect of delivered orders 12 41
Other receivables 51 67
Taxes and social security 36 33
Current portion of loan to joint ventures and associates 4.3.16 9 14
Total 839 614

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 181


4 FINANCIAL INFORMATION 2021
The carrying amounts of the Company’s trade debtors are distributed in the following countries:

Trade debtors (countries where Company’s trade debtors are distributed)

31 December 2021 31 December 2020


Angola 27 37
Brazil 64 10
Guyana 279 12
Equatorial Guinea 16 3
The United States of America 3 9
Malaysia 2 2
Australia 2 0
China - 5
Other 15 37
Total 407 115

The trade debtors balance is the nominal value less an allowance for estimated impairment losses as follows:

Trade debtors (trade debtors balance)

31 December 2021 31 December 2020


Nominal amount 412 118
Impairment allowance (5) (3)
Total 407 115

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.

The ageing of the nominal amounts of the trade debtors are:

Trade debtors (ageing of the nominal amounts of the trade debtors)

31 December 2021 31 December 2020


Nominal Impairment Nominal Impairment
Not past due 352 (5) 69 (2)
Past due 0-30 days 27 (0) 5 (0)
Past due 31-120 days 11 (0) 15 (0)
Past due 121- 365 days 13 (0) 9 (0)
More than one year 11 (0) 21 (1)
Total 413 (5) 118 (3)

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.

182 - SBM OFFSHORE ANNUAL REPORT 2021


4.3.20 CONSTRUCTION WORK-IN-PROGRESS
The significant portion of the outstanding balance of construction work-in-progress as of December 31, 2021 (US$ 4,140
million) relates to the Liza Unity (FPSO), Prosperity (FPSO), FPSO Sepetiba, FPSO Almirante Tamandaré, FPSO Alexandre de
Gusmão and initial limited scope of the FPSO for the Yellowtail development project finance lease projects since the
Company will receive most of the payments for the construction of these assets only during the lease period through
bareboat charter payments. The increase compared with the previous period balance (2020: US$2,248 million) in the
construction work-in-progress is mainly driven by the progress made in 2021 on these projects.

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.

4.3.21 DERIVATIVE FINANCIAL INSTRUMENTS


Further information about the financial risk management objectives and policies, the fair value measurement and hedge
accounting of financial derivative instruments is included in 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:

Derivative financial instruments

31 December 2021 31 December 2020


Assets Liabilities Net Assets Liabilities Net
Interest rate swaps cash flow hedge 13 157 (144) 1 351 (351)
Forward currency contracts cash flow hedge 14 94 (80) 98 21 77
Forward currency contracts fair value
through profit and loss 19 37 (18) 38 39 (1)
Total 47 288 (242) 137 411 (274)
Non-current portion 14 162 (148) 38 277 (240)
Current portion 32 126 (94) 99 134 (35)

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 183


4 FINANCIAL INFORMATION 2021

4.3.22 NET CASH AND CASH EQUIVALENTS


31 December 2021 31 December 2020
Cash and bank balances 662 78
Short-term investments 358 336
Cash and cash equivalent 1,021 414
Net cash and cash equivalent 1,021 414

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.

4.3.23 EQUITY ATTRIBUTABLE TO SHAREHOLDERS


For a consolidated overview of changes in equity reference is made to the Consolidated Statement of Changes in Equity.

ISSUED SHARE CAPITAL


The authorized share capital of the Company is two hundred million euros (EUR200,000,000). This share capital is divided into
four hundred million (400,000,000) ordinary shares with a nominal value of twenty-five eurocents (EUR0.25) each and four
hundred million (400,000,000) protective preference shares, with a nominal value of twenty-five euro cents (EUR0.25) each.
The protective preference shares can be issued as a protective measure as described in note 3.2.8 Stichting Continuïteit SBM
Offshore.

During the financial year the movements in the outstanding number of ordinary shares are as follows:

number of shares 2021 2020

Outstanding at 1 January 188,671,305 198,671,305


Treasury shares cancelled (8,000,000) (10,000,000)
Outstanding 31 December 180,671,305 188,671,305

All outstanding shares have been fully paid.

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.

184 - SBM OFFSHORE ANNUAL REPORT 2021


Within equity, an amount of US$1,211 million (2020: US$1,304 million) should be treated as legal reserve (refer to note 4.5.5
Shareholders’ Equity).

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:

Ordinary shares held in the Company by the Management Board

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 185


4 FINANCIAL INFORMATION 2021
OTHER RESERVES
The other reserves comprises the hedging reserve, actuarial gains/losses, the foreign currency translation reserve and IFRS 2
reserves. The movement and breakdown of the other reserves can be stated as follows (all amounts are expressed net of
deferred taxes):

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

Change in fair value 53 (161) - - - (107)


Transfer to financial income and expenses 3 3 - - - 6
Transfer to construction contracts and property,
plant and equipment 3 - - - - 3
Transfer to operating profit and loss 41 - - - - 41
IFRS 2 share-based payments
IFRS 2 vesting costs for the year - - - - 27 27
IFRS 2 vested share-based payments - - - - (16) (16)
Actuarial gain/(loss) on defined benefit
provision
Change in defined benefit provision due to
changes in actuarial assumptions - - (3) - - (3)
Foreign currency variations
Foreign currency variations - - - (5) - (5)
Mergers and acquisitions - - - - -
Balance at 31 December 2020 62 (276) - (105) 25 (296)
Cash flow hedges
Change in fair value (173) 101 - - - (72)
Transfer to financial income and expenses (0) 9 - - - 8
Transfer to construction contracts and property,
plant and equipment (8) - - - - (8)
Transfer to operating profit and loss 15 - - - - 15
IFRS 2 share-based payments
IFRS 2 vesting costs for the year - - - - 20 20
IFRS 2 vested share-based payments - - - - (20) (20)
Actuarial gain/(loss) on defined benefit
provision
Change in defined benefit provision due to
changes in actuarial assumptions - - 7 - - 7
Foreign currency variations
Foreign currency variations - - - (2) (3) (5)
Mergers and acquisitions - - - 3 3
Balance at 31 December 2021 (104) (167) 7 (105) 22 (347)

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.

186 - SBM OFFSHORE ANNUAL REPORT 2021


4.3.24 BORROWINGS AND LEASE LIABILITIES
The line item ’Borrowings and lease liabilities’ in the consolidated statement of financial position is further detailed as
follows:

Borrowings and lease liabilities (summary)

31 December 2021 31 December 2020


Borrowings 5,891 4,335
Lease liabilities 37 51
Total Non-current portion of Borrowings and lease liabilities 5,928 4,386
Borrowings 1,754 1,216
Lease liabilities 19 20
Total Current portion of Borrowings and lease liabilities 1,773 1,236

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

Transaction and amortized costs 207 69


Remaining principal at 31 December (excluding transaction and
amortized costs) 7,851 5,621
Less: Current portion (1,790) (1,230)
Non-current portion 6,061 4,390

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 187


4 FINANCIAL INFORMATION 2021
Further disclosures about the fair value measurement are included in note 4.3.28 Financial Instruments − Fair Values and Risk
Management.

The borrowings, excluding the amount of transaction and amortized costs, have the following forecast repayment schedule:

31 December 2021 31 December 2020


Within one year 1,790 1,230
Between 1 and 2 years 1,429 1,432
Between 2 and 5 years 1,903 1,454
More than 5 years 2,729 1,504
Balance at 31 December 7,851 5,621

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.

188 - SBM OFFSHORE ANNUAL REPORT 2021


The borrowings by entity are as follows:

Loans and borrowings per entity

Net book value at Net book value at


31 December 2021 31 December 2020
Project name or % Non- Non-
Entity name nature of loan Ownership % Interest1 Maturity current Current Total current Current Total
Project Finance
facilities drawn:
SBM Deep Panuke MOPU Deep
SA Panuke 100.00 3.50% 15-Dec-21 - - - - 70 70
FPSO Cidade
Tupi Nordeste Sarl de Paraty 63.13 5.30% 15-Jun-23 72 123 195 195 116 311
FPSO Cidade
SBM Baleia Azul Sarl de Anchieta 100.00 5.50% 15-Sep-27 202 37 239 239 35 274
FPSO Cidade
Alfa Lula Alto Sarl de Marica 61.00 5.25% 15-Dec-29 793 114 908 908 108 1,016
FPSO Cidade
Beta Lula Central Sarl de Saquarema 61.00 4.15% 15-Jun-30 922 96 1,018 1,018 91 1,109
Guyana Deep Water Liza Destiny Libor +
UK Limited (FPSO) 100.00 1.65% 31-Oct-29 541 65 606 606 62 668
Senior secured
notes
FPSO Cidade
Guara Norte Sarl de Ilhabela2 75.00 5.20% 15-Jun-34 764 40 805 427 128 555
Guaranteed project
finance facilities
drawn:
Guyana Deep Water Liza Unity Libor +
II UK Limited (FPSO)3 100.00 1.70% 31-Aug-22 972 (6) 966 840 - 840
Guyana Deep Water Prosperity
III UK Limited (FPSO) 100.00 2.20% 29-Aug-25 619 (4) 615 - - -
Mero 2 Owning B.V. FPSO Sepetiba 64.50 3.90% 15-Mar-38 959 (15) 944 - 600 600
Bridge loan facility
Tamandare Owning FPSO Almirante Libor +
B.V. Tamandaré 100.00 0.6% 29-sep-22 - 635 635 - - -
FPSO Alexandre Libor +
Mero 4 Owning B.V. de Gusmão 100.00 0.75% 23-Dec-22 - 620 620 - - -
Revolving credit
facility:
Corporate
SBM Holding Inc Facility 100.00 Variable 13-Feb-26 (1) (1) (2) (2) (1) (2)
Other:
OS Installer Limited SBM Installer 100.00 3.20% 19-Jan-22 0 48 48 58 7 65
Brazilian Deepwater FPSO Espirito Libor +
Production B.V. Santo 51.00 1.05% 31-Jan-29 46 - 46 45 - 45
Other 100.00 2 - 2 1 - 1
Net book value of
loans and
borrowings 5,891 1,754 7,645 4,335 1,216 5,551
1 % interest per annum on the remaining loan balance.
2 The project finance facility (in 2020) has been replaced by senior secured notes (in 2021) on the Cidade de Ilhabela FPSO.
3 The Liza Unity Project finance facility maturity date is August 31, 2022 but can be extended in various ways, and up to the expiry date of the 2 years Charter
Term provided that the vessel has been completed.

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 189


4 FINANCIAL INFORMATION 2021
Expiry date of the undrawn facilities and unused 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;

■ General Corporate Purposes – up to 50% 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

Payable must be > 4.0.

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.

190 - SBM OFFSHORE ANNUAL REPORT 2021


■ Consolidated Directional Underlying EBITDA: Consolidated profit of the Company adjusted for net interest payable,
tax and depreciation of assets and impairments, any exceptional or extraordinary items, and by adding back (i) the
annualized production EBITDA for units which started operations during the financial year, and (ii) the acquisition
annualized EBITDA for units acquired during the financial year.
■ Consolidated Directional Net Interest Payable: All interest and other financing charges paid up, payable (other than
capitalized interest during a construction period and interest paid or payable between wholly owned members of the
Company) or incurred by the Company less all interest and other financing charges received or receivable by the
Company, as per Directional reporting.

Covenants
2021 2020

IFRS Tangible Net Worth 3,780 3,709


Consolidated IFRS Tangible Assets 13,079 10,896
Solvency ratio 28.9% 34.0%
Adjusted (Directional) Underlying EBITDA 9351 948
Consolidated Directional Net Interest Payable 170 173
Interest cover ratio 5.5 5.5
1 Exceptional items restated from 2020 to 2021 Consolidated Directional Underlying EBITDA are mainly related to the US$77 million anticipated revenue
recognition following the early redelivery of the Deep Panuke MOPU. This has been excluded from the 2020 Consolidated Directional Underlying EBITDA
and added back in the 2021 Consolidated Directional Underlying EBITDA, in line with effective cash receipts. In addition, the 2021 Consolidated Directional
Underlying EBITDA does not include the US$ 8 million relating to the penalty order against the Company issued by Swiss public prosecutor in November
2021.

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.

The movement in the lease liabilities is as follows:

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 191


4 FINANCIAL INFORMATION 2021

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.

192 - SBM OFFSHORE ANNUAL REPORT 2021


4.3.26 TRADE AND OTHER PAYABLES
Trade and other payables (summary)

Notes 31 December 2021 31 December 2020


Trade payables 151 131
Accruals on projects 593 468
Accruals regarding delivered orders 27 53
Other payables 91 109
Contract liability 4.3.20 64 69
Pension taxation 8 7
Taxation and social security costs 76 110
Current portion of deferred income 6 6
Other non-trade payables 95 80
Total 4.3.28 1,111 1,033

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.

4.3.27 COMMITMENTS AND CONTINGENCIES


PARENT COMPANY GUARANTEES
SBM Offshore N.V., as the parent company, is committed to fulfill various types of obligations arising from customer
contracts, such as full performance and warranty obligations.

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 193


4 FINANCIAL INFORMATION 2021
BANK GUARANTEES
As of December 31, 2021, the Company has provided bank guarantees to unrelated third parties for an amount of
US$348million (2020: US$570 million). No liability is expected to arise under these guarantees.

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.

4.3.28 FINANCIAL INSTRUMENTS − FAIR VALUES AND RISK MANAGEMENT


This note presents information about the Company’s exposure to risk resulting from its use of financial instruments, the
Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital.
Further qualitative disclosures are included throughout these consolidated financial statements.

ACCOUNTING CLASSIFICATIONS AND FAIR VALUES


The Company uses the following fair value hierarchy for financial instruments that are measured at fair value in the statement
of financial position, which require disclosure of fair value measurements by level:
■ Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

■ 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) (Level 2);


■ Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (Level 3).

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.

Accounting classification and fair values


31 December 2021 31 December 2020
Fair
Total book Total fair Total book Total fair
value
Notes value value value value
level
Financial assets measured at amortized cost
Finance lease receivables 4.3.15 3 6,182 6,586 6,488 7,223
Demobilization receivables 4.3.16 3 - - - -
Loans to joint ventures and associates 4.3.16 3 51 49 46 43
Total 6,233 6,635 6,534 7,265
Financial liabilities measured at amortized cost
US$ project finance facilities drawn 4.3.24 2 7,850 7,825 5,620 5,669
Revolving credit facility/Bilateral credit facilities 4.3.24 2 - - - -
Lease liabilities 3 56 56 71 71
Other debt 4.3.24 2 2 2 1 1
Total 7,908 7,883 5,692 5,741

194 - SBM OFFSHORE ANNUAL REPORT 2021


Additional information
■ In the above table, the Company has disclosed the fair value of each class of financial assets and financial liabilities for

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.

■ No instruments were transferred between Level 1 and Level 2.

■ No instruments were transferred between Level 2 and Level 3.

■ 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

SBM OFFSHORE ANNUAL REPORT 2021 - 195


4 FINANCIAL INFORMATION 2021
MEASUREMENT OF FAIR VALUES
The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the
significant unobservable inputs used.

Level 2 and level 3


instruments Level 3 instruments
Inter-relationship between significant unobservable inputs
Type Valuation technique Significant unobservable inputs and fair value measurement
Financial instrument
measured at fair value
Interest rate swaps Income approach − Not applicable Not applicable
Present value
technique
Forward currency Income approach − Not applicable Not applicable
contracts Present value
technique
Financial instrument not
measured at fair value
Loans to joint ventures Income approach − ■ Forecast revenues The estimated fair value would increase
and associates Present value ■ Risk-adjusted discount (decrease) if:
technique rate (1%-7%) ■ the revenue was higher (lower)
■ the risk-adjusted discount rate was lower
(higher)
Finance lease Income approach − ■ Forecast revenues The estimated fair value would increase
receivables Present value ■ Risk-adjusted discount (decrease) if:
technique rate (5%-9%) ■ the revenue was higher (lower)
■ the risk-adjusted discount rate was lower
(higher)
Loans and borrowings Income approach − Not applicable Not applicable
Present value
technique
Other long-term debt Income approach − Not applicable Not applicable
Present value
technique

196 - SBM OFFSHORE ANNUAL REPORT 2021


DERIVATIVE ASSETS AND LIABILITIES DESIGNATED AS CASH FLOW HEDGES
The following table indicates the period in which the cash flows associated with the cash flow hedges are expected to occur
and the carrying amounts of the related hedging instruments. The amounts disclosed in the table are the contractual
undiscounted cash flows. The future interest cash flows for interest rate swaps are estimated using the forward rates as at the
reporting date.

Cash flows

Less than Between More than


Carrying amount 1 year 1 and 5 years 5 years Total
31 December 2021
Interest rate swaps (USD LIBOR 3 Months) (144) (48) (73) (40) (162)
Forward currency contracts (80) (24) (16) - (41)
31 December 2020
Interest rate swaps (USD LIBOR 3 Months) (351) (79) (190) (111) (380)
Forward currency contracts 77 41 32 - 72

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.

Expected profit or loss impact

Less than Between More than


Carrying amount 1 year 1 and 5 years 5 years Total
31 December 2021
Interest rate swaps (USD LIBOR 3 Months) (144) (48) (73) (40) (162)
Forward currency contracts (80) (24) (16) - (41)
31 December 2020
Interest rate swaps (USD LIBOR 3 Months) (351) (79) (190) (111) (380)
Forward currency contracts 77 41 32 - 72

Interest rate swaps


Gains and losses recognized in the hedging reserve in equity on interest rate swap contracts will be continuously released to
the income statement until the final repayment of the hedged items (please refer to note 4.3.23 Equity Attributable to
Shareholders).

Forward currency contracts


Gains and losses recognized in the hedging reserve on forward currency contracts are recognized in the income statement in
the period or periods during which the hedged transaction affects the income statement. This is mainly within twelve months
from the statement of financial position date unless the gain or loss is included in the initial amount recognized in the
carrying amount of fixed assets, in which case recognition is over the lifetime of the asset. If the gain or loss is included in the
initial amount recognized in the carrying amount of the cost incurred on construction contracts then the recognition is over
time.

SBM OFFSHORE ANNUAL REPORT 2021 - 197


4 FINANCIAL INFORMATION 2021
LOSS ALLOWANCE ON FINANCIAL ASSETS AND CONSTRUCTION WORK-IN-PROGRESS
The movement of loss allowance during the year 2021 is summarized as follows:

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)

FINANCIAL RISK MANAGEMENT


The Company’s activities expose it to a variety of financial risks, market risks (including currency risk, interest rate risk and
commodity risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the
unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.
The Company uses derivative financial instruments to hedge certain risk exposures. The Company buys and sells derivatives
in the ordinary course of business and also incurs financial liabilities in order to manage market risks. All such transactions are
carried out within the guidelines set in the Company policy. Generally, the Company seeks to apply hedge accounting in
order to manage volatility in the income statement and statement of comprehensive income. The purpose is to manage the
interest rate and currency risk arising from the Company’s operations and its sources of finance. Derivatives are only used to
hedge closely correlated underlying business transactions.

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.

Foreign exchange risk


The Company operates internationally and is exposed to foreign exchange risk arising from transactional currency
exposures, primarily with respect to the euro, Singapore dollar, and Brazilian real. The exposure arises from sales or
purchases in currencies other than the Company’s functional currency. The Company uses forward currency contracts to
eliminate the currency exposure once the Company has entered into a firm commitment of a project contract.

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.

198 - SBM OFFSHORE ANNUAL REPORT 2021


The main Company’s exposure to foreign currency risk is as follows based on notional amounts:

Foreign exchange risk (summary)

31 December 2021 31 December 2020


in millions of local currency EUR SGD BRL EUR SGD BRL

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.

Foreign exchange risk (exchange rates applied)

2021 2020 2021 2020


Average rate Closing rate

EUR 1 1.1827 1.1422 1.1326 1.2271


SGD 1 0.7442 0.7254 0.7413 0.7566
BRL 1 0.1856 0.1958 0.1795 0.1925

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.

Foreign exchange risk (sensitivity)

Profit or loss Equity


10 percent increase 10 percent decrease 10 percent increase 10 percent decrease
31 December 2021
EUR 0 (0) (108) 108
SGD (0) 0 (18) 18
BRL (0) 0 (43) 43
31 December 2020
EUR (1) 1 (124) 124
SGD 1 (1) (40) 40
BRL 0 (0) (21) 21

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 199


4 FINANCIAL INFORMATION 2021
Interest rate risk
The Company’s exposure to risk from changes in market interest rates relates primarily to the Company’s long-term debt
obligations with a floating interest rate. In respect of controlling interest rate risk, the floating interest rates of long-term
loans are hedged by fixed rate swaps for the entire maturity period. The revolving credit facility is intended for the
fluctuating needs of construction financing and bears interest at floating rates, which is also swapped for fixed rates when
exposure is significant.

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.

Interest rate benchmark reform


The reform and replacement of benchmark interest rates such as USD LIBOR 3M and other interbank offered rates (‘IBORs’)
has become a priority for global regulators. On 5 March 2021, LIBOR’s administrator (IBA) set out clear end-dates for new use
of USD LIBOR and its cessation as a representative rate:
■ December 31, 2021: Cessation of USD LIBOR 1W and 2M tenors; deadline for most of new contract to use USD LIBOR as

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.

200 - SBM OFFSHORE ANNUAL REPORT 2021


At the reporting date, the interest rate profile of the Company’s interest-bearing financial instruments (excluding transaction
costs) was:

Interest rate risk (summary)

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)

Interest rate risk (exposure)

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)

Interest rate risk (sensitivity)

Profit or loss Equity


100 bp increase 100 bp decrease 100 bp increase 100 bp decrease
31 December 2021
Variable rate instruments (USD LIBOR 3 Months) (18) 18 - -
Variable rate instruments (SOFR) - - - -
Interest rate swap (USD LIBOR 3 Months) - - 270 (270)
Interest rate swap (SOFR) - - 54 (54)
Sensitivity (net) (18) 18 324 (324)
31 December 2020
Variable rate instruments (USD LIBOR 3 Months) (1) 1 - -
Interest rate swap (USD LIBOR 3 Months) - - 226 (226)
Sensitivity (net) (1) 1 226 (226)

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

SBM OFFSHORE ANNUAL REPORT 2021 - 201


4 FINANCIAL INFORMATION 2021
the exposure on the bridge loan facilities for FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão and the residual
exposure on un-hedged financial liabilities.

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.

■ AA- to AA+ rating: US$100 million or 20% of cash available.

■ Above AA+ rating: no limit.

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.

202 - SBM OFFSHORE ANNUAL REPORT 2021


Regarding loans to joint ventures and associates, the maximum exposure to credit risk is the carrying amount of these
instruments. As the counterparties of these instruments are joint ventures, the Company has visibility over the expected cash
flows and can monitor and manage credit risk that mainly arises from the joint venture’s final client.

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.

Liquidity risk 2021

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

Liquidity risk 2020

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.

Capital risk management


The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in
order to provide returns for shareholders, benefits for other stakeholders and to maintain a capital structure which optimizes
the Company’s cost of capital while at the same time ensuring diversification of sources of external funds.

SBM OFFSHORE ANNUAL REPORT 2021 - 203


4 FINANCIAL INFORMATION 2021
The Company generally uses its corporate revolving credit facility (RCF, US$1 billion) to bridge financing requirements on
projects under construction prior to putting a dedicated project finance facility in place. When a project finance facility is
arranged and draw-downs have started, the RCF is repaid and a corporate guarantee from the Company is put in place for
the construction period. When the project facility is drawn in full and the associated FPSO is producing, the corporate
guarantee is recovered and the project finance becomes non-recourse debt.

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:

Capital risk management

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%

Climate related risks


The Company has adopted two climate change scenarios to future-proof current strategy and take appropriate action. The
scenarios are based on the International Energy Agency (IEA) and the Intergovernmental Panel on Climate Change (IPCC)
data, as explained in section 5.1.4 Taskforce for Climate-related Disclosure (TCFD):
■ A Steady Climate Change Scenario with a positive impact on climate change, but which falls short of meeting the Paris

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.

204 - SBM OFFSHORE ANNUAL REPORT 2021


4.3.29 LIST OF GROUP COMPANIES
In accordance with legal requirements a list of the Company’s entities that are included in the consolidated financial
statements of SBM Offshore N.V. has been deposited at the Chamber of Commerce in Amsterdam.

SBM OFFSHORE ANNUAL REPORT 2021 - 205


4 FINANCIAL INFORMATION 2021

4.3.30 INVESTMENT IN ASSOCIATES AND JOINT VENTURES


The Company has several joint ventures and associates:

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

206 - SBM OFFSHORE ANNUAL REPORT 2021


2021 main
Joint venture/ % of Country reporting
Entity name Partners Associate ownership registration segment Project name
Empresa Publica -Sonangol
E.P.; Daewoo Shipbuilding &
Marine Engineering Co. Ltd.
PAENAL - Porto Sociedad Nacional de Associate 30.00 Angola Turnkey Angolan yard
Amboim Estaleiros Combustiveis de Angola
Navais Ltda. Empresa Publica -Sonangol
E.P.; SBM Shipyard

The Company has no joint operation as per definition provided by IFRS 11 ‘Joint arrangements’.

The movements in investments in associates and joint ventures are as follows:


Note 2021 2020
Investments in associates and joint ventures at 1 January 282 325
Share of profit of equity-accounted investees 4.2.1 110 17
Dividends (43) (44)
Cash flow hedges 6 (8)
Capital increase/(decrease) 6 (12)
Foreign currency variations 0 (0)
Share in negative net equity reclassification to loans to joint ventures and
associates - -
Other - 3
Investments in associates and joint ventures at 31 December 361 282

Share of profit in equity-accounted investees


The significant increase in share of profit of equity-accounted investees is mainly explained by the extension of the lease and
operate contracts of the FPSO Kikeh located in Malaysia (US$76 million).

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 207


4 FINANCIAL INFORMATION 2021
The following tables present the figures at 100%.

Information on significant joint arrangements and associates - 2021

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

Information on significant joint arrangements and associates - 2020

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:

Information on loans and borrowings of joint ventures and associates

Net book value at Net book value at


31 December 2021 31 December 2020
% Non- Non-
Entity name Ownership % Interest Maturity current Current Total current Current Total
US$ Project Finance facilities drawn:
Sonasing Xikomba Ltd 50.00 4.00% 15-05-2026 259 65 325 325 62 386
Normand Installer SA 49.90 3.70% 23-02-2023 22 5 27 27 5 32
Loans from subsidiaries of
SBM Offshore N.V.1 358 - 358 339 8 347
Loans from other shareholders of the
joint ventures and associates 333 - 333 314 - 314
Loans from other joint ventures2 245 - 245 247 5 251
Net book value of loans and borrowings 1,217 70 1,288 1,251 80 1,331
1 Please refer to note 4.3.16 'Loans to joint-ventures and associates' for presentation of the carrying amount of these loans in the Company's Consolidated
Statement of financial position.
2 Mainly loans from the joint ventures SBM Shipyard Ltd to the JV PAENAL - Porto Amboim Estaleiros Navais Ltda.

Aggregated information on joint ventures and associates

2021 2020
Net result at 100% 187 (2)

208 - SBM OFFSHORE ANNUAL REPORT 2021


Reconciliation equity at 100 % with investment in associates and joint ventures

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

4.3.31 INFORMATION ON NON-CONTROLLING INTERESTS


The Company has several jointly owned subsidiaries:

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

SBM OFFSHORE ANNUAL REPORT 2021 - 209


4 FINANCIAL INFORMATION 2021
2021 main
% of Country reporting
Entity name Partners ownership registration segment Project name
Guara Norte S.à.r.l. Mitsubishi Corporation 75.00 Luxembourg Lease & FPSO Cidade
Operate de Ilhabela
Guara Norte Holding Ltd. Mitsubishi Corporation 75.00 Bermuda Lease & FPSO Cidade
Operate de Ilhabela
Guara Norte Operações Marítimas Mitsubishi Corporation 75.00 Brazil Lease & FPSO Cidade
Ltda. Operate de Ilhabela
Guara Norte S.à r.l. (Brazilian Mitsubishi Corporation 75.00 Brazil Lease & FPSO Cidade
branche) Operate de Ilhabela
Mero 2 Operacoes Maritima Ltd. Mitsubishi Corporation; Nippon 64.50 Brazil Lease & FPSO
Yusen Kabushiki Kaisha Operate Sepetiba
Mero 2 Operacoes Holding S.A. Mitsubishi Corporation; Nippon 64.50 Switzerland Lease & FPSO
Yusen Kabushiki Kaisha Operate Sepetiba
Mero 2 Owning B.V. Mitsubishi Corporation; Nippon 64.50 The Lease & FPSO
Yusen Kabushiki Kaisha Netherlands Operate Sepetiba
Mero 2 B.V. Mitsubishi Corporation; Nippon 64.50 The Lease & FPSO
Yusen Kabushiki Kaisha Netherlands Operate Sepetiba
YTSM JV S.A. CB&I Nederland B.V. 70.00 Switzerland Lease & FPSO Yellow
Operate Tail
SBM Nauvata Private Limited Nauvata Engineering Private 51.00 India Turnkey Engineering
Limited services
South East Shipping Co. Ltd. Mitsubishi Corporation 75.00 Bermuda Lease & Yetagun
Operate

Transaction with non-controlling interests


The US$68 million reported in 4.2.4 Consolidated Statement of Changes in Equity mainly relates to multiple equity
contributions from the partners in the subsidiairy Mero 2 Owning B.V. related to FPSO Sepetiba.

Information on non-controlling interests (NCI)


Included in the consolidated financial statements are the following items that represent the Company’s interest in the
revenues, assets and loans of the partially owned subsidiaries.

Figures are presented at 100% before elimination of intercompany transactions.

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

210 - SBM OFFSHORE ANNUAL REPORT 2021


2020

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:

Interest in non-controlling interest (summary)

2021 2020
Net result 72 137
Accumulated amount of NCI 957 905

Reconciliation equity at 100 % with Non-controlling interests on partially owned subsidiaries

2021 2020
Equity at 100% 2,860 2,664
Company ownership (1,902) (1,758)
Accumulated amount of NCI 957 905

SBM OFFSHORE ANNUAL REPORT 2021 - 211


4 FINANCIAL INFORMATION 2021

4.3.32 RELATED PARTY TRANSACTIONS


During 2021 no major related party transactions requiring additional disclosure in the financial statements took place.

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:

Related party transactions

Note 2021 2020


Revenue 12 10
Cost of sales (16) (14)
Loans to joint ventures and associates 4.3.16 51 46
Trade receivables 41 62
Trade payables 16 18
Lease liabilities (0) (0)

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.

4.3.33 INDEPENDENT AUDITOR’S FEES AND SERVICES


Fees included in other operating costs related to PwC, the 2021 and 2020 Company’s external independent auditor, are
summarized as follows:

in thousands of US$ 2021 2020


Audit of financial statements 2,768 2,526
Out of which:
- invoiced by PwC Accountants N.V. 1,822 1,522
- invoiced by PwC network firms 946 1,004
Tax advisory services by PwC network firms 33 50
Other assurance services 136 113
Total 2,937 2,689

In both 2021 and 2020, the other assurance services were mainly related to the review of the Company sustainability report.

212 - SBM OFFSHORE ANNUAL REPORT 2021


4.3.34 EVENTS AFTER END OF REPORTING PERIOD
DIVIDEND
The Company’s dividend policy is to maintain a stable dividend, which grows over time. Determination of the dividend is
based on the Company’s assessment of its underlying cash flow position. As part of the Company’s regular planning process,
following review of its cash flow position and forecast, the Company proposes to pay out a dividend of US$1 per share,
equivalent to c.US$1803million, to be paid out of retained earnings. This dividend will be proposed at the Annual General
Meeting on April 6, 2022. This represents an increase of 13% compared to the US$0.8854 dividend per share paid in 2021.

SALE OF SBM INSTALLER


As at December 31, 2021 the SBM Installer was classified as an asset held for sale with a carrying amount of US$ 25 million.
This was the result of an highly anticipated sale to an identified buyer. The SBM Installer was sold to the buyer on January 19,
2022 for an amount of US$34 million resulting in a gain on disposal of US$8 million. The gain on disposal will be recognized
in the consolidated income statement during 2022.

DIVESTMENT OF MINORITY INTEREST IN FPSO ALMIRANTE TAMANDARÉ PROJECT


Following the announcement on July 27, 2021 with respect to the signature of the contracts for the FPSO Almirante
Tamandaré, the Company announced on January 25, 2022 that it has entered into a shareholder agreement with its long
standing business partners Mitsubishi Corporation (MC) and Nippon Yusen Kabushiki Kaisha (NYK). MC and NYK have
acquired a respective 25% and 20% ownership interest in the special purpose companies related to the lease and operation
of the FPSO Almirante Tamandaré. The Company is the operator and will remain the majority shareholder with 55%
ownership interest.

FPSO CIDADE DE ANCHIETA


FPSO Cidade de Anchieta has been shut down from January 22, 2022 following the observation of oil near the vessel.
Adequate anti-pollution measures were immediately deployed and were effective. The situation is under control with two
temporary repairs to the hull implemented. The FPSO will restart when an agreed action plan is approved by the authorities.

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 213


4 FINANCIAL INFORMATION 2021

4.4 COMPANY FINANCIAL STATEMENTS


4.4.1 COMPANY BALANCE SHEET
Company balance sheet

Before appropriation of profit Notes 31 December 2021 31 December 2020


ASSETS
Investment in Group companies 4.5.1 2,582 2,574
Total financial fixed assets 2,582 2,574
Deferred tax asset 4.5.2 3 3
Total non-current assets 2,585 2,578
Other receivables 4.5.3 4 2
Cash and cash equivalents 4.5.4 1 1
Total current assets 5 3
TOTAL ASSETS 2,590 2,581
EQUITY AND LIABILITIES
Equity attributable to shareholders
Issued share capital 51 58
Share premium reserve 1,034 1,034
Treasury shares (69) (51)
Legal reserves 4.5.5 1,211 1,304
Retained earnings (48) 21
Profit of the year 400 191
Shareholders' equity 4.5.5 2,579 2,556
Other current liabilities 4.5.6 11 26
Total current liabilities 11 26
TOTAL EQUITY AND LIABILITIES 2,590 2,581

214 - SBM OFFSHORE ANNUAL REPORT 2021


4.4.2 COMPANY INCOME STATEMENT
Company income statement

For the years ended 31 December Note 2021 2020


Revenue 4.5.7 7 6
General and administrative expenses 4.5.8 (36) (38)
Operating profit/(loss) (EBIT) (29) (30)
Financial expenses 4.5.9 (0) (0)
Profit/(Loss) before income tax (29) (30)
Income tax (expense)/income - -
Result of Group companies 4.5.1 429 221
Profit/(Loss) after income tax 400 191

SBM OFFSHORE ANNUAL REPORT 2021 - 215


4 FINANCIAL INFORMATION 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.

216 - SBM OFFSHORE ANNUAL REPORT 2021


4.5 NOTES TO THE COMPANY FINANCIAL STATEMENTS
4.5.1 INVESTMENT IN GROUP COMPANIES
The movements in the item Investment in Group companies are as follows:

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

■ SBM Holding Inc. S.A., Marly, Switzerland

■ SBM Holding Luxembourg S.à.r.l, Luxembourg, Luxembourg

■ SBM Schiedam B.V., Rotterdam, the Netherlands

■ Van der Giessen-de Noord N.V., Krimpen a/d IJssel, the Netherlands (liquidated)

■ SBM Holland B.V., Rotterdam, the Netherlands

■ FPSO Capixaba Holding B.V., ’s-Gravenhage, the Netherlands

■ XNK Industries B.V., Dongen, the Netherlands (liquidated)

4.5.2 DEFERRED TAX ASSET


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. For more details refer to note 4.4.3 General.

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).

SBM OFFSHORE ANNUAL REPORT 2021 - 217


4 FINANCIAL INFORMATION 2021

4.5.3 OTHER RECEIVABLES


31 December 2021 31 December 2020
Trade receivables 0 0
Amounts owed by Group companies 3 1
Other debtors 1 1
Total 4 2

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.

4.5.4 CASH AND CASH EQUIVALENTS


Cash and cash equivalents are at SBM Offshore N.V.’s free disposal.

4.5.5 SHAREHOLDERS’ EQUITY


For an explanation of the shareholders' equity, reference is made to the Consolidated Statement of Changes in Equity and
note 4.3.23 Equity Attributable to Shareholders.

Legal reserve

31 December 2021 31 December 2020


Investees equity non-distributable 1,511 1,585
Capitalized development expenditure 75 39
Translation reserve (105) (105)
Cash flow hedges (270) (215)
Total 1,211 1,304

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.

PROPOSED APPROPRIATION OF RESULT


With the approval of the Supervisory Board, it is proposed that the result shown in SBM Offshore N.V. income statement be
appropriated as follows (in US$):

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.

218 - SBM OFFSHORE ANNUAL REPORT 2021


4.5.6 OTHER CURRENT LIABILITIES
31 December 2021 31 December 2020
Trade payables 1 0
Amounts owed to Group companies 2 19
Taxation and social security costs 0 0
Other liabilities 8 7
Total current liabilities 11 26

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.

4.5.8 GENERAL AND ADMINISTRATIVE EXPENSES


2021 2020
Employee Benefits (28) (29)
Other costs (8) (10)
Total (36) (38)

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.

4.5.9 FINANCIAL EXPENSES


The financial expenses relate mainly to foreign currency results and interest expenses charged by Group companies to
SBM Offshore N.V.

SBM OFFSHORE ANNUAL REPORT 2021 - 219


4 FINANCIAL INFORMATION 2021

4.5.10 COMMITMENTS AND CONTINGENCIES


COMPANY GUARANTEES
SBM Offshore N.V. has issued performance guarantees for contractual obligations to complete and deliver projects in
respect of several Group companies, and fulfillment of obligations with respect to long-term lease/operate contracts.
Furthermore, the Company has issued parent company guarantees in respect of several Group companies’ financing
arrangements. Please refer to note 4.3.27 Commitments and Contingencies.

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.

4.5.11 DIRECTORS REMUNERATION


For further details on the Directors remuneration, reference is made to note 4.3.6 Employee Benefit Expenses of the
consolidated financial statements.

4.5.12 NUMBER OF EMPLOYEES


The members of the Management Board are the only employees of SBM Offshore N.V.

4.5.13 INDEPENDENT AUDIT FEES


For the audit fees relating to the procedures applied to SBM Offshore N.V. and its consolidated group entities by accounting
firms and external independent auditors, reference is made to note 4.3.33 Independent Auditor’s Fees and Services of the
consolidated financial statements.

220 - SBM OFFSHORE ANNUAL REPORT 2021


4.5.14 EVENTS AFTER END OF REPORTING PERIOD
DIVIDEND
The Company’s dividend policy is to maintain a stable dividend, which grows over time. Determination of the dividend is
based on the Company’s assessment of its underlying cash flow position. As part of the Company’s regular planning process,
following review of its cash flow position and forecast, the Company proposes to pay out a dividend of US$1 per share,
equivalent to c.US$1804million, to be paid out of retained earnings. This dividend will be proposed at the Annual General
Meeting on April 6, 2022. This represents an increase of 13% compared to the US$0.8854 dividend per share paid in 2021.

SALE OF SBM INSTALLER


As at December 31, 2021 the SBM Installer was classified as an asset held for sale with a carrying amount of US$ 25 million.
This was the result of an highly anticipated sale to an identified buyer. The SBM Installer was sold to the buyer on January 19,
2022 for an amount of US$34 million resulting in a gain on disposal of US$8 million. The gain on disposal will be recognized
in the consolidated income statement during 2022.

DIVESTMENT OF MINORITY INTEREST IN FPSO ALMIRANTE TAMANDARÉ PROJECT


Following the announcement on July 27, 2021 with respect to the signature of the contracts for the FPSO Almirante
Tamandaré, the Company announced on January 25, 2022 that it has entered into a shareholder agreement with its long
standing business partners Mitsubishi Corporation (MC) and Nippon Yusen Kabushiki Kaisha (NYK). MC and NYK have
acquired a respective 25% and 20% ownership interest in the special purpose companies related to the lease and operation
of the FPSO Almirante Tamandaré. The Company is the operator and will remain the majority shareholder with 55%
ownership interest.

FPSO CIDADE DE ANCHIETA


FPSO Cidade de Anchieta has been shut down from January 22, 2022 following the observation of oil near the vessel.
Adequate anti-pollution measures were immediately deployed and were effective. The situation is under control with two
temporary repairs to the hull implemented. The FPSO will restart when an agreed action plan is approved by the authorities.

Schiphol, the Netherlands


February 9, 2022

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.

SBM OFFSHORE ANNUAL REPORT 2021 - 221


4 FINANCIAL INFORMATION 2021

4.6 OTHER INFORMATION


4.6.1 APPROPRIATION OF RESULT
ARTICLES OF ASSOCIATION GOVERNING PROFIT APPROPRIATION
With regard to the appropriation of result, article 29 of the Articles of Association states:
1. When drawing up the annual accounts, the Management Board shall charge such sums for the depreciation of
SBM Offshore N.V.’s fixed assets and make such provisions for taxes and other purposes as shall be deemed advisable.
2. Any distribution of profits pursuant to the provisions of this article shall be made after the adoption of the annual accounts
from which it appears that the same is permitted. SBM Offshore N.V. may make distributions to the shareholders and to
other persons entitled to distributable profits only to the extent that its shareholders’ equity exceeds the sum of the
amount of the paid and called up part of the capital and the reserves which must be maintained under the law. A deficit
may be offset against the statutory reserves only to the extent permitted by law.
3. a. The profit shall, if sufficient, be applied first in payment to the holders of protective preference shares of a percentage
as specified in b. below of the compulsory amount due on these shares as at the commencement of the financial year
for which the distribution is made.
b. The percentage referred to above in subparagraph a. shall be equal to the average of the Euribor interest charged for
loans with a term of twelve (12) months − weighted by the number of days for which this interest was applicable −
during the financial year for which the distribution is made, increased by two hundred (200) basis points.
c. If in the course of the financial year for which the distribution is made the compulsory amount to be paid on the
protective preference shares has been decreased or, pursuant to a resolution for additional payments, increased, then
the distribution shall be decreased or, if possible, increased by an amount equal to the aforementioned percentage of
the amount of the decrease or increase as the case may be, calculated from the date of the decrease or from the day
when the additional payment became compulsory, as the case may be.
d. If in the course of any financial year protective preference shares have been issued, the dividend on protective
preference shares for that financial year shall be decreased proportionately.
e. If the profit for a financial year is being determined and if in that financial year one or more protective preference
shares have been cancelled with repayment or full repayment has taken place on protective preference shares, the
persons who according to the shareholders’ register referred to in article 12 at the time of such cancellation or
repayment were recorded as the holders of these protective preference shares, shall have an inalienable right to a
distribution of profit as described hereinafter. The profit which, if sufficient, shall be distributed to such a person shall
be equal to the amount of the distribution to which he would be entitled pursuant to the provisions of this paragraph if
at the time of the determination of the profits he had still been the holder of the protective preference shares referred
to above, calculated on a time-proportionate basis for the period during which he held protective preference shares in
that financial year, with a part of a month to be regarded as a full month. In respect of an amendment of the provisions
laid down in this paragraph, the reservation referred to in section 2: 122 of the Dutch Civil Code is hereby explicitly
made.
f. If in any one financial year the profit referred to above in subparagraph a. is not sufficient to make the distributions
referred to in this article, then the provisions of this paragraph and those laid down hereinafter in this article shall in the
subsequent financial years not apply until the deficit has been made good.
g. Further payment out of the profits on the protective preference shares shall not take place.
4. The Management Board is authorized, subject to the approval of the Supervisory Board, to determine each year what part
of the profits shall be transferred to the reserves, after the provisions of the preceding paragraph have been applied.
5. The residue of the profit shall be at the disposal of the General Meeting.
6. The General Meeting may only resolve to distribute any reserves upon the proposal of the Management Board, subject to
the approval of the Supervisory Board.

4.6.2 CALL OPTION GRANTED TO STICHTING CONTINUÏTEIT SBM OFFSHORE (THE


FOUNDATION)
The Management Board, with the approval of the Supervisory Board, has granted a call option to the Foundation to acquire
a number of preference shares in the Company’s share capital. The protective preference shares can be issued as a
protective measure as described in note 3.2.8 Stichting Continuïteit SBM Offshore.

222 - SBM OFFSHORE ANNUAL REPORT 2021


4.6.3 INDEPENDENT AUDITOR’S REPORT
To: the general meeting and the Supervisory Board of SBM Offshore N.V.

Report on the financial statements 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.

What we have audited


We have audited the accompanying financial statements 2021 of SBM Offshore N.V., Amsterdam as included in sections 4.2
up to and including 4.5. The financial statements include the consolidated financial statements of the Group and the
company financial statements.

The consolidated financial statements comprise:

■ the consolidated statement of financial position as at 31 December 2021;


■ the following statements for 2021: the consolidated income statement, the consolidated statement of comprehensive
income, the consolidated statement of changes in equity, the consolidated cash flow statement; and
■ the notes, comprising significant accounting policies and other explanatory information.

The Company financial statements comprise:

■ the Company balance sheet as at 31 December 2021;


■ the Company income statement for the year then ended;
■ the notes, comprising the accounting policies applied and other explanatory information.
The financial reporting framework applied in the preparation of the financial statements is EU-IFRS and the relevant
provisions of Part 9 of Book 2 of the Dutch Civil Code for the consolidated financial statements and Part 9 of Book 2 of the
Dutch Civil Code for the Company financial statements.

The basis for our opinion


We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. We have further
described our responsibilities under those standards in the section ‘Our responsibilities for the audit of the financial
statements’ of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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).

Our audit approach


Overview and context
We designed our audit procedures in the context of our audit of the financial statements as a whole. Our comments and
observations regarding individual key audit matters, our audit approach regarding fraud risks and our audit approach
regarding going concern should be read in this context and not as a separate opinion or conclusion on these matters.

SBM OFFSHORE ANNUAL REPORT 2021 - 223


4 FINANCIAL INFORMATION 2021

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.

224 - SBM OFFSHORE ANNUAL REPORT 2021


Overall group materiality US$27 million (2020: US$22 million).
Basis for determining We used our professional judgement to determine overall materiality. As a basis for our
materiality judgement, we used 5% of profit before income tax.
Rationale for benchmark We used this benchmark and the rule of thumb (%), based on our analysis of the common
applied information needs of users of the financial statements, including factors such as the headroom
on covenants and the financial position of the Group. On this basis, we believe that profit before
income tax is an important metric for the financial performance of the Group.
Component materiality To each component in our audit scope, we, based on our judgement, allocated materiality that
is less than our overall group materiality. The range of materiality allocated across components
was between US$15 million and US$20 million.
We also take misstatements and/or possible misstatements into account that, in our judgement, are material for qualitative
reasons.
We agreed with the Supervisory Board that we would report to them any misstatement identified during our audit above US
$10 million (2020: US$10 million) for balance sheet reclassifications and US$2.2 million for profit before tax impact (2020: US
$2.2 million) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

The scope of our group audit


SBM Offshore N.V. is the parent company of a group of entities. The financial information of this group is included in the
consolidated financial statements of SBM Offshore N.V.
We tailored the scope of our audit to ensure that we, in aggregate, provide sufficient coverage of the financial statements for
us to be able to give an opinion on the financial statements as a whole, taking into account the management structure of the
Group, the nature of operations of its components, the accounting processes and controls, and the markets in which the
components of the Group operate. In establishing the overall group audit strategy and plan, we determined the type of work
required to be performed at component level by the group engagement team and by each component auditor.
The group audit focused on two components in Monaco (Turnkey as well as Operations), the treasury shared service center
in Marly, Switzerland and one other component (Group Corporate Departments) located in Amsterdam, the Netherlands.
The Turnkey as well as Operations components in Monaco were subject to audits of their financial information as those
components are individually significant to the Group.
The processes and financial statement line items managed by the treasury shared service center in Marly, Switzerland, were
subject to specified audit procedures. For the Group Corporate Departments component in Amsterdam, the group
engagement team performed audit work on specified balances to achieve appropriate coverage on financial line items in the
consolidated financial statements.
In total, in performing these procedures, we achieved the following coverage on the financial line items:

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.

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4 FINANCIAL INFORMATION 2021
We issued instructions to the component audit teams in our audit scope. These instructions included amongst others our risk
analysis, materiality and the scope of the work. We explained to the component audit teams the structure of the Group, the
main developments that were relevant for the component auditors, the risks identified, the materiality levels to be applied
and our global audit approach. We had individual calls with each of the in-scope component audit teams both during the
year and upon conclusion of their work. During these calls, we discussed the significant accounting and audit issues
identified by the component auditors, their reports, the findings of their procedures and other matters, that could be of
relevance for the consolidated financial statements.
In 2021, the group audit team held virtual meetings instead of physical visits due to COVID-19 related travel restrictions. For
these virtual meetings more time was taken, and sufficient involvement was achieved. The group audit team met with both
the Turnkey as well as Operations components in Monaco given the importance of these components to the consolidated
financial statements as a whole and the judgements involved in the estimates in construction contracts (refer to the
respective key audit matter). For the components in Monaco and the treasury shared service center in Marly, Switzerland, we
remotely reviewed selected working papers of the respective component auditors.
In addition to the work on the Group Corporate Departments component, the group engagement team performed the audit
work on the group consolidation, financial statement disclosures and a number of complex accounting matters at the head
office. These included impairment assessments, accounting implication assessments of lease extensions and modifications
as well as business combinations, share-based payments, taxes including deferred taxes and uncertain tax provisions and
directional reporting as part of the segment reporting disclosures.
By performing the procedures outlined above at the components, combined with additional procedures exercised at group
level, we have been able to obtain sufficient and appropriate audit evidence on the Group’s financial information, as a whole,
to provide a basis for our opinion on the financial statements.

Audit approach fraud risks


We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we
obtained an understanding of the Company and its environment and the components of the system of internal control,
including the risk assessment process and management’s process for responding to the risks of fraud and monitoring the
system of internal control and how the supervisory board exercises oversight, as well as the outcomes. We refer to section
1.4, 2.1.1 and 3.6 of the annual report where the Management Board reflects on its response to fraud risk.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as
well as among others the code of conduct, whistle blower procedures and incident registration. We evaluated the design
and the implementation and, where considered appropriate, tested the operating effectiveness, of internal controls
designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we, in co-operation with our forensic specialists, evaluated fraud risk factors
with respect to financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these
factors indicate that a risk of material misstatement due to fraud is present.
We identified the following fraud risks and performed the following specific procedures:

Identified fraud risks Our audit work and observations


Management override of controls

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 concluded that we, in the context of our audit, could rely


on the internal control procedures relevant to this risk.

We performed journal entry testing procedures on the


following criteria: unexpected account combinations, unusual
words and unexpected users. With respect to journal entries,
we also tested transactions outside of the ordinary course of
business where applicable. In addition, we also tested
manual consolidation adjustments.

226 - SBM OFFSHORE ANNUAL REPORT 2021


Identified fraud risks Our audit work and observations
With regard to management’s accounting estimates, we
evaluated key estimates and judgements for bias, including
retrospective reviews of prior year’s estimates. We performed
substantive audit procedures for the estimates in revenue
and construction contracts.

Our audit procedures did not lead to specific indications of


fraud or suspicions of fraud with respect to management
override of internal controls.

Risk of fraud in revenue recognition – construction contracts


Given the listed status of SBM Offshore N.V., the significant Where relevant to our audit, we assessed the design of the
shareholdings of management in SBM Offshore N.V. as a internal control measures and the effectiveness of these
result of share-based payment plans and financial targets for measures in the processes for recording costs and revenues
management, the complex nature of the Company’s relating to construction contracts. This includes project
construction contracts and the significant judgements and forecasting, measurement of the progress towards complete
estimates, the revenue recognition of construction contracts satisfaction of the performance obligation to determine the
was particularly subject to the risk of a material misstatement timing of revenue recognition and the Company’s internal
due to fraud. project reviews. We concluded that we, in the context of our
audit, could rely on the internal control procedures relevant
The determination of the turnkey result based on over time to this risk.
recognition is an exercise requiring significant judgement and
management could use this estimate in order to manipulate With respect to the satisfaction of the performance
the figures to shift results to upcoming year(s). Due to this, we obligations over time and the cut-off for individual projects
deem the risk significant for the cut-off assertion for revenue. under construction we examined, discussed, and challenged
project documentation on the status, progress and forecasts
with those charged with governance, management, finance
and technical staff of the Company. We evaluated and
substantiated the outcome of these discussions by examining
modifications of contracts such as claims and variation orders
between the Company, subcontractors and clients and
responses thereto. In addition, we performed substantive
procedures such as a detailed evaluation of forecasts and
ongoing assessment of management’s judgement on issues,
evaluation of budget variances and obtaining corroborating
evidence, evaluation of project contingencies and milestones
and recalculation of the progress towards complete
satisfaction of the performance obligation. In addition, we
evaluated indications of possible management bias.

We performed look-back procedures as part of our risk


assessment procedures by comparing the estimates included
in the current projects with past projects of similar nature as
this provides insight in the ability of management to provide
reliable estimates. Based on the look-back procedures we did
not identify any additional risks.

In addition, at the end of the year, we conducted specific


substantive audit procedures regarding the cut-off of
construction contracts to determine that there were no shifts
in results per individual project and/or between the current
and next financial year.

Finally, we selected journal entries based on specific risk


criteria and performed substantive audit procedures during
which we also paid attention to significant transactions
outside the normal course of business.

Our audit procedures did not identify any material


misstatements in the information provided by management
in the financial statements and the management report
compared with the financial statements.

Our audit procedures did not lead to specific indications of


fraud or suspicions of fraud with respect to management
override of internal controls.

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4 FINANCIAL INFORMATION 2021

Identified fraud risks Our audit work and observations

Risk of fraud in revenue recognition – lease and operate


Although the lease contracts and many of the operate Where relevant to our audit, we assessed the design of the
contracts itself specify specific day-rates per vessel and internal control measures and the effectiveness of these
periodic operating fees (and therefore the revenue is very measures in the processes for recording costs and revenues
predictable and relatively certain) there are elements in which relating to the lease and operate contracts. This includes
management could manipulate the lease and operate gaining an understanding of the underlying contracts, malus
revenue, such as the recognition of maluses. arrangements and key performance indicators like up- and
downtime to determine the possible impact on the revenue
We consider accuracy, existence and occurrence as assertions recognition. We concluded that we, in the context of our
relevant for the risk of fraud in revenue recognition for lease audit, could rely on the internal control procedures relevant
& operate revenues. to this risk.

With respect to the satisfaction of the performance


obligations for individual contracts, we examined, discussed,
and challenged SBM Offshore N.V. on the recognition of
maluses with management, finance, and technical staff of the
Company. We evaluated and substantiated the outcome of
these discussions by examining recognized claims and
maluses by the Company and responses thereto, performing
substantive procedures such as obtaining corroborating
evidence, evaluation of vessels report. In addition, as part of
our substantive audit procedures we evaluated indications of
possible management bias.

Finally, we selected journal entries based on specific risk


criteria and performed substantive audit procedures in which
we also paid attention to significant transactions outside the
normal course of business.

Our audit procedures did not identify any material


misstatement in the information provided by management in
the financial statements and the management report
compared with the financial statements.

Our audit procedures did not lead to specific indications of


fraud or suspicions of fraud with respect to management
override of internal controls.

Risk of bribery and corruption


The company operates in countries with a higher risk of Where relevant to our audit, we assessed the design and
corruption based on the Corruption Perception Index of effectiveness of the internal control measures with respect to
Transparency International. For this reason, we paid particular contracts with clients and agents and the review of the work
attention to the risk of the payment of bribes by and at the by agents. We concluded that we, in the context of our audit,
initiative of agents in transactions concluded using agents. could rely on the internal control procedures relevant to this
risk.

We held various meetings with management and other SBM


Offshore N.V. staff to discuss the risk of bribery and
corruption. Amongst others we spoke to the group
compliance and legal director, internal audit director, CFO,
CGCO and CEO. We assessed that no new contracts with
agents have been agreed in 2021.

Amongst others we performed the following procedures:

■ Where applicable, we evaluated minutes of meetings held


to validate transactions with agents and by agents itself;
■ We assessed whether the commission is calculated
correctly, paid correctly and completely to a bank account
held by the agent as well as whether the transactions are at
arm’s length;
■ Evaluated internal audit reports and internal reporting’s to
the audit committee;

228 - SBM OFFSHORE ANNUAL REPORT 2021


Identified fraud risks Our audit work and observations

■ Reviewed whistleblower notifications and follow up


procedures by management.

Finally, we selected journal entries based on specific risk


criteria and performed substantive audit procedures in which
we also paid attention to significant transactions outside the
normal course of business.

Our audit procedures did not identify any material


misstatement in the information provided by management in
the financial statements and the management report
compared with the financial statements.

Our audit procedures did not lead to specific indications of


fraud or suspicions of fraud with respect to the risk of bribery
and corruption.

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.

Audit approach going concern


Management prepared the financial statements based on the assumption that the Company is a going concern and that it
will continue its operations for the foreseeable future. Refer to paragraph 4.3.28 in the financial statements.
Our procedures to evaluate management’s going concern assessment include, amongst others:

■ 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.

Key audit matters


Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the
financial statements. We communicated the key audit matters to the Supervisory Board. The key audit matters are not a
comprehensive reflection of all matters identified by our audit and that we discussed. In this section, we described the key
audit matters and included a summary of the audit procedures we performed on those matters.
We addressed the key audit matters in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon. We do not provide separate opinions on these matters or on specific elements of the financial statements.
Any comment or observation we made on the results of our procedures should be read in this context.
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. We also considered
significant accounting estimates that involved making assumptions and consideration of future events that are inherently
uncertain. In paragraph 4.2.7 subsection ‘Use of estimates and judgement’ of the financial statements, the Group describes
the areas of judgement in applying accounting policies and the key sources of estimation uncertainty.
The Group entered into contracts that had a significant impact on its statement of financial position and income statement
from a lease accounting perspective which therefore requires judgment from management. We therefore consider ‘Complex
lease accounting’ to be a key audit matter. In addition, as a result of the magnitude of the current projects undertaken by the
Group and the inherent estimation uncertainty we continue to consider ‘Estimates and judgements in construction contracts’
to be a key audit matter as well.

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4 FINANCIAL INFORMATION 2021

Key audit matter Our audit work and observations


Complex lease accounting
Note 4.2.7, 4.3.2, and 4.3.3 to the consolidated financial
statements
The Company entered into 3 new significant contracts for For every FPSO contract awarded, management prepares an
FPSO’s. The accounting for of these contracts with customers accounting paper on how to account for it. We evaluate these
under IFRS 16 ‘Leases’ requires a detailed analysis and are papers and read the relevant contracts. Based on our reading
dependent on the specific arrangements between the Group of the contracts, we considered whether the judgements
and its clients as agreed upon in the contracts. The guidance made by management on the accounting treatment were
provided by IFRS 16 however, is mainly from a lessee appropriate. This includes the corresponding identification of
perspective, and provides less guidance from a lessor performance obligations, including whether they are distinct.
perspective, which is the majority of the Groups portfolio. Furthermore, we assessed whether the satisfaction of the
performance obligations to be recognized as revenue
In case of contract extensions or modifications the recognition should be as either point in time or over time.
implications of these on the (lessor) lease accounting requires
significant management judgement, to a large extent due to We focused our work on assessing whether the accounting
the absence of detailed lessor guidance. treatment is in line with IFRS with support of our lease
accounting specialists.
In 2021 transactions took place where lease accounting
played an important role. The lease extension on FPSO Kikeh In 2021 the Company signed a 6 year extension for FPSO
and as mentioned the 3 new awarded FPSO contracts. Kikeh located in Malaysia. We evaluated the contract terms
and agree with the accounting of the extension as a lease
We considered this area to be a key audit matter given the modification.
magnitude of the amounts involved, the complex nature of
these transactions and the significant judgements in the Our audit procedures did not indicate material findings with
application of lease accounting from a lessor perspective. respect to the estimates and judgements made in the
interpretation and accounting for these contract changes and
modifications.

Estimates and judgements in construction contracts


Note 4.2.7, 4.3.3 and 4.3.20 to the consolidated financial
statements
The accounting for contracts with customers under IFRS 15 We assessed whether the satisfaction of the performance
‘Revenue from contracts with customers’ is complex and obligations to be recognized as revenue recognition should
dependent on the specific arrangements between the Group be as either point in time or over time.
and its clients as agreed upon in the contracts.
We performed look-back procedures as part of our risk
Given the unique nature of each separate project and assessment procedures by comparing the estimates included
contract, management performed a contract analysis on a in the current projects with past projects of similar nature as
case-by-case basis to determine the applicable accounting this provides insight in the ability of management to provide
and revenue recognition. Significant management judgement reliable estimates. Based on the look-back procedures we did
is applied in identifying the performance obligations and not identify any additional risks.
determining whether they are distinct, the method of revenue
recognition as either point in time or over time, contract We gained an understanding of processes, evaluated and
modifications and variable consideration, since these areas tested the relevant controls the Group designed and
are complex and subjective. implemented within its process to record costs and revenues
relating to construction contracts. This includes project
Based on our risk assessment the most critical and forecasting, measurement of the progress towards complete
judgmental estimates to determine satisfaction of the satisfaction of the performance obligation to determine the
performance obligations over time is the estimate of the cost timing of revenue recognition and the Group’s internal
to complete and the measurement of progress towards project reviews. We found the controls to be designed,
complete satisfaction of the performance obligation, implemented and operating effectively for the purpose of our
including the subjectivity and estimation uncertainty in the audit.
assessment of remaining risks and contingencies that a
project is or could be facing. With respect to the satisfaction of the performance
obligations over time we examined project documentation
In 2021 the Company continued to face COVID-19 and on the status, progress and forecasts of projects under
operational challenges. These include travel and logistical construction and discussed and challenged those with
restrictions, price inflation of materials and services, yard management, finance and technical staff of the Group. We
closures and yard and supplier capacity constraints. The evaluated and substantiated the outcome of these
degree to which these challenges influenced the cost to discussions by examining modifications of contracts such as
complete varied from project to project and can be claims and variation orders between the Group,
significant. subcontractors and clients and responses thereto. In
addition, we performed procedures such as a detailed
evaluation of forecasts and ongoing assessment of
management’s judgement on issues, evaluation of budget

230 - SBM OFFSHORE ANNUAL REPORT 2021


Key audit matter Our audit work and observations
Given the magnitude of the amounts involved (US$ 2,477 variances and obtaining corroborating evidence, evaluation
million of turnkey revenue and US$4,140 million of of project contingencies and milestones and recalculation of
construction work-in-progress), the complex nature of the the progress towards complete satisfaction of the
Group’s construction contracts and the significant performance obligation. In addition, we evaluated indications
judgements and estimates, these areas were particularly of possible management bias.
subject to the risk of misstatement related to either error or
fraud. Based on the above considerations we considered this Our audit procedures did not indicate material findings with
area to be a key audit matter. respect to the estimates and judgements in construction
contracts.

Report on the other information included in the annual report


The annual report contains other information. This includes all information in the annual report in addition to the financial
statements and our auditor’s report thereon.
Based on the procedures performed as set out below, we conclude that the other information:

■ 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.

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4 FINANCIAL INFORMATION 2021

Report on other legal and regulatory requirements and ESEF


Our appointment
We were nominated as auditors of SBM Offshore N.V. on 13 November 2013 by the Supervisory Board and appointed
through the passing of a resolution by the shareholders at the annual meeting held on 17 April 2014. Our appointment has
been renewed on 7 April 2021 for a period of three years by the shareholders. Our appointment represents a total period of
uninterrupted engagement of eight years.
European Single Electronic Format (ESEF)
SBM Offshore N.V. has prepared the annual report, including the financial statements, in ESEF. The requirements for this
format are set out in the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on
the specification of a single electronic reporting format (these requirements are hereinafter referred to as: the RTS on ESEF).

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.

Responsibilities for the financial statements and the audit


Responsibilities of the Management Board and the Supervisory Board for the financial statements
The Management Board is responsible for:
■ the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the
Dutch Civil Code; and for
■ such internal control as the Management Board determines is necessary to enable the preparation of the financial
statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the Management Board is responsible for assessing the Company’s
ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Management Board
should prepare the financial statements using the going-concern basis of accounting unless the Management Board either
intends to liquidate the Company or to cease operations or has no realistic alternative but to do so. The Management Board
should disclose in the financial statements any event and circumstances that may cast significant doubt on the Company’s
ability to continue as a going concern.
The Supervisory Board is responsible for overseeing the Company’s financial reporting process.

232 - SBM OFFSHORE ANNUAL REPORT 2021


Our responsibilities for the audit of the financial statements
Our responsibility is to plan and perform an audit engagement in a manner that allows us to obtain sufficient and
appropriate audit evidence to provide a basis for our opinion. Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high but not absolute level of assurance, which
makes it possible that we may not detect all material misstatements. Misstatements may arise due to fraud or error. They are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
Materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified
misstatements on our opinion.
A more detailed description of our responsibilities is set out in the appendix to our report.

Rotterdam, 9 February 2022


PricewaterhouseCoopers Accountants N.V.

Original signed by

A.A. Meijer RA

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4 FINANCIAL INFORMATION 2021

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.

234 - SBM OFFSHORE ANNUAL REPORT 2021


4.7 KEY FIGURES
Key IFRS financial figures

2021 2020 2019 2018 2017


Turnover (US$ million) 3,747 3,496 3,391 2,240 1,861

Results (US$ million)


Net profit/(loss) (continuing operations) 472 327 511 344 (1)
Dividend 1771 165 150 75 51
Operating profit (EBIT) 734 605 742 603 358
EBITDA 823 1,043 1,010 838 611
Underlying Operating profit (EBIT) 739 692 767 607 608
Underlying profit attributable to
shareholders 405 277 391 247 151
Shareholders’ equity at 31 December 2,579 2,556 2,748 2,634 2,501
Capital employed 10,470 8,956 8,217 7,617 8,430
Net debt 6,681 5,209 4,416 3,818 4,613
Capital expenditure 49 75 68 40 53
Depreciation, amortization and impairment 88 439 268 235 253
Number of employees (average) 4,797 4,507 4,259 4,103 4,150
Employee benefits 669 614 575 519 514

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

Information per Share (US$)


Net profit/(loss)2 2.18 1.00 1.84 1.04 -0.76
Dividend 1.003 0.89 0.81 0.37 0.25
Shareholders' equity at 31 December 14.28 13.55 13.83 12.81 12.16

Share price (EUR)4


- 31 December 13.10 15.57 16.59 12.93 14.67
- highest close 16.33 17.30 18.35 16.81 16.04
- lowest close 11.85 10.35 12.80 10.72 13.11
Price / earnings ratio 6.7 18.9 10.1 14.4 -23.3
Number of shares outstanding (x 1,000) 180,671 188,671 198,671 205,671 205,671
Market capitalization (US$ million) 2,680 3,604 3,703 3,044 3,619
Volume of traded shares (x 1,000) 172,550 231,004 223,570 269,134 295,385
New shares issued in the year (x 1,000) - - - - -
1 Based on the number of shares outstanding less the number of treasury shares held at year-end times the dividend per share. Total dividend amount
depends on number of shares entitled to dividend as of Ex-dividend date.
2 Calculated based on weighted average shares outstanding
3 The dividend that will be proposed to the Annual General Meeting to be paid out in 2022
4 Source: Euronext data on share prices, market capitalization and volume of traded shares

SBM OFFSHORE ANNUAL REPORT 2021 - 235


4 FINANCIAL INFORMATION 2021
Key Directional financial figures

2021 2020 2019 2018 2017


Turnover (US$ million) 2,242 2,368 2,171 1,703 1,676
Lease and Operate 1,509 1,699 1,315 1,298 1,501
Turnkey 733 669 856 406 175

EBIT (US$ million) 366 254 418 533 117


Lease and Operate 452 438 369 418 487
Turnkey (1) (100) 25 225 11
Other (85) (83) 23 (109) (381)

EBITDA (US$ million) 849 1,021 921 995 596

Net Profit (US$ million) 122 39 235 301 (203)

236 - SBM OFFSHORE ANNUAL REPORT 2021


SBM OFFSHORE ANNUAL REPORT 2021 - 237
238 - SBM OFFSHORE ANNUAL REPORT 2021
SBM OFFSHORE ANNUAL REPORT 2021 - 239
5 NON-FINANCIAL INFORMATION
5.1 SCOPE OF NON-FINANCIAL practice. The basis for identifying and selecting
stakeholders for engagement during this process resides in
INFORMATION
the importance of these stakeholders to the Company and
5.1.1 REPORTING ABOUT NON- their interest in the Company’s activities. Above includes
FINANCIAL INFORMATION Management Board approval process as part of Step 4.

This Annual Report has been prepared in accordance with PROCESS


the GRI standards: Core option. SBM Offshore has used the Every four years SBM Offshore executes a revision of its
GRI Standards to determine material aspects for this year’s Materiality Analysis. This was done in 2020. In the years in
Annual Report. between, SBM Offshore conducts interviews based on the
same list of key and material topics, asking stakeholders for
5.1.2 MATERIALITY METHODOLOGY changes in rankings and potential additional topics
emerging.
SBM Offshore conducts a materiality analysis according to
the GRI Standards in order to include the topics in the
In 2020, SBM Offshore applied a forced ranking approach
Annual Report that can reasonably be considered
in order to ensure only the most important topics were
important for reflecting the organization’s economic,
labeled as ‘material’. This method also allowed for deeper
environmental, and social impacts, or influencing the
engagements on the material topics selected. Topics were
decisions of stakeholders.
selected from a long list based on industry standards,
market assessments and external expert views. From a long
For SBM Offshore it is critical to understand the interest
list of 40 topics, 20 were selected by SBM Offshore’s
SBM Offshore’s stakeholders take and the impact
stakeholder group owners as being the most relevant.
SBM Offshore has on them. This understanding is raised
These 20 topics are considered as key to company long-
through continuous dialogue and through SBM Offshore’s
term value creation. The 20 topics formed a basis for
Materiality Analysis. This process delivers insight into which
engagement with SBM Offshore’s stakeholders resulting in
topics are considered a) most important to SBM Offshore’s
11 Material Topics, which are explained in section 1.2.2 in
stakeholders and b) to have the highest impact on the
the Materiality Matrix. These topics enjoy the highest
business context. Insight is obtained through materiality
stakeholder interest with impact on the business context
interviews, which aim to validate SBM Offshore’s strategy
and therefore the ability to create and sustain value over
and derive an updated overview of topics with high
time. The other 9 topics can be considered as key topics.
stakeholder and business impact (Material Topics).

In 2021 SBM Offshore followed up on the above validating


UPDATE MATERIAL TOPICS
Material Topics and learning from stakeholders about any
SBM Offshore conducted the following steps to assess the
changes and/or emerging topics. This was done through
material topics in order to ensure the Report contains the
video calls with the same stakeholders as in 2020. In these
level of information required by stakeholders.
meetings, topic rankings from 2020 were discussed. Also
■ Step 1: Stakeholder Map & Long Listing of Topics
stakeholders were asked for any additional topics emerging
■ Step 2: Short Listing of Topics with SBM Offshore
in the past year. Outcomes of interviews were captured in
Stakeholder Group Owners
an analysis file. The outcomes of the analysis are validated
■ Step 3: Stakeholder Interviews & Surveys
by the Management Board and reflected in the updated list
■ Step 4: Analysis & Reporting
of material topics below – most notably the addition of
■ Step 5: Action for Strategy & Planning
Human rights – and the Materiality Matrix shown in section
1.2.2. Details on how the matrix corresponds to GRI and
As part of Step 1 SBM Offshore considered frameworks like
reporting boundaries can be found in section 5.4.
GRI and SASB and looked at peers, clients and best

240 - SBM OFFSHORE ANNUAL REPORT 2021


MATERIAL TOPICS DEFINITIONS
Digitalization Develop secure digital applications to generate new business, improve operational excellence and
reduce cost base through process redefinition, IT integration, IT infrastructure and development of
digital services.
Economic Economic value generated by considering total life cycle and operating costs in order to be able to
performance distribute to stakeholders including employees, shareholders and capital providers.
Emissions Manage Scope 1, 2 and 3 emissions (GHG and Non-GHG emissions, like methane, NOx, SOx
emissions, etc.) to reduce as much as possible.
Employee health, Providing a safe, secure and reliable work environment for all employees, promoting good health,
safety and security adequately protecting from infection diseases and providing a secure work environment.
Energy transition Maintain leading market position throughout the energy transition through portfolio management,
sustainable development and adaptation to external trends.
Ethics and Being a trustworthy organisation by complying to rules, regulations and SBM Offshore’s code of
compliance conduct, including anti-corruption policy, procedures and mechanisms.
Human Rights Providing a work environment for employees in which basic human rights for all employees are
respected and maintained. Ensure social dialogue with regards to labor conditions and impacts on
communities
Innovation Development of new technologies, particularly low and non-carbon technologies to maintain a leading
position and support the energy transition.
Market positioning SBM Offshore’s position in the market and global presence, engaging in emerging markets, adapt to
present and future market developments and product differentiation.
Operational Achieving operational excellence and deliver projects and operations safely, on time and of high
excellence and quality in all areas of SBM Offshore’s business and it’s supply chain.
quality
Retaining and Providing a healthy work environment for employees, provide training and education, regular
developing performance feedback and enable them to grow through SBM Offshore with meaningful employment.
employees

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

SBM OFFSHORE ANNUAL REPORT 2021 - 241


5 NON-FINANCIAL INFORMATION
The outcome is used to future proof the current strategy an economic activity that is described in the delegated acts
against Physical & Transitional Climate Change related supplementing the Taxonomy Regulation irrespective of
Risks and Opportunities. Identified risks and opportunities whether that economic activity meets any or all of the
are embedded in SBM Offshore’s Risk Management technical screening criteria required for alignment.
approach explained in section 3.6 and SBM Offshore’s
Strategic Planning processes. The EU Taxonomy is geared towards six environmental
objectives that sustainable activities should pursue as
RISK MANAGEMENT indicated in the European Regulation, which are as follows:
Climate Change risks & opportunities are inherently i. Climate change mitigation.
identified and assessed against SBM Offshore’s strategy in ii. Climate change adaptation.
SBM Offshore’s risk breakdown structure as deployed iii. Sustainable use and protection of water and marine
throughout SBM Offshore. When relevant, these risks are resources.
included in the detailed risk review and analysis is done for iv. Transition to a circular economy, waste prevention and
all tenders, projects and FPSO (asset) fleet operations recycling.
which are part of SBM Offshore’s portfolio. The Group Risk v. Pollution prevention and control.
Manager facilitates the process of bottom-up Climate vi. Protection and restoration of biodiversity & ecosystems.
Change risk reporting to the Risk Assurance Committee
(RAC) for consolidation purposes. The outcome of the At this point the EU regulation is effective for objectives
review in the RAC results in heat-maps of risks which are i and ii with further delegated acts to be published at a
presented in in a quarterly Risk report. This covers later stage.
proposal, projects and fleet individual risks, as well as SBM Offshore is strongly committed to facilitating the
Group Functions and Execution Centers, and includes Energy Transition. As such SBM Offshore has put
actions and managing measures in place to mitigate risk. Environmental objectives in place that help mitigate and
The report provides an overview to the Management Board adapt to the impacts of climate change. SBM Offshore’s
and Supervisory Board with the measurement Value Platforms are geared towards environmental
SBM Offshore’s Risk Appetite Statements and the latest objectives i. and ii. This is evidenced by the Material Topics
Risk profile. of Energy Transition, Emissions and Innovation. Objectives
set for these topics are explained in section 2.1.7 , 2.1.9
SCENARIO PLANNING And 2.1.10.
SBM Offshore defined two Climate Change scenarios to
future proof current strategy and take subsequent action In order to identify its business activities covered by the
based on IEA and IPCC data: nomenclature of the European Taxonomy, the Group relied
1. A Steady Climate Change Scenario based on IEA’s on the Delegated Act on Climate supplementing
Stated Policy Scenario (STEPS) and IPCC’s Regulation (EU) 2020/852 of the European Parliament , and
Representative Concentration Pathway (RCP) 4.5 and Annex 1 & 2 to this Delegated Act. Eligible activity
6.0. This scenario reflects the impact of announced classification was done through codes of the Nomenclature
country policies across the globe. This trajectory is said statistique des Activités économiques dans la Communauté
to have positive impact on climate change, however to Européenne (NACE).
fall short of meeting Paris Agreement goals. The evaluation of the eligibility of SBM Offshore’s business
2. A Bold Climate Action Scenario based on IEA’s activities has been conducted on the basis of the Taxonomy
Sustainable Development Scenario and IPCC’s RCP 1.9 and Delegated Regulation (Annex I – KPIs of non-financial
and 2.6. This scenario reflects a trajectory consistent undertakings) and its definition of the denominator and
with countries’ shared sustainable energy goals. The nominator of the 3 KPIs which are Turnover, CAPEX and
trajectory provides for strong commitment towards OPEX. It was performed through a methodological
targets as per Paris Agreement. approach consisting of:
1. extracting total denominator for the 3 KPIs from the
5.1.5 EU TAXONOMY DISCLOSURE financial reporting and consolidation system used to
prepare 2021 IFRS consolidated financial statements,
In accordance with European Regulation 2020/852 of
2. identifying those activities that might fall within the list
June 18, 2020, SBM Offshore is subject to the obligation to
of economic activities covered in ‘Delegated Acts’,
disclose the part of its 2021 revenue, its capital
3. documenting and assessing for each of those
expenditures, and operating expenses eligible under the
economic activities their ’eligibility’ to the first two
EU Taxonomy on sustainable activities. In the future
environmental objectives: ’Climate Change
eligibility to the EU Taxonomy will need to be
Mitigation’and ’Climate Change Adaptation’ included
complemented with disclosure on the alignment with the
in the EU taxonomy in order to determine the
EU Taxonomy. Taxonomy-eligible economic activity means
nominator of each of the 3 KPIs.

242 - SBM OFFSHORE ANNUAL REPORT 2021


■ Turnover considered for this analysis covers all business leases, maintenance and repair and any other direct
activities of SBM Offshore Group as at December 31, expenditures relating to the day-to-day servicing of
2021 and the denominator can be reconciled with the assets of property, plant and equipment by the
2021 IFRS Total revenue recognized pursuant to IAS1 undertaking or third-party outsources that are necessary
and disclosed in note 4.3.2 of the consolidated financial to ensure the continued and effective functioning of
statements. It consists of the Revenues from Turnkey and such assets (EU Taxonomy activity: Close to market
Lease and Operate activities. A considerable part of this research, development and innovation).
business relates to services to the industry of oil & gas
extraction. Even if this part of SBM Offshore’s business is It is worth mentioning that the Delegated act for
addressing the net-zero path – e.g. through disclosures supplementing Article 8 requires companies
decarbonization and digitalization – it cannot be to ’disclose the KPIs for each environmental objective and
considered eligible for the EU Taxonomy as it is today. the total KPIs for all environmental objectives at the level of
The only eligible part of the Turnover therefore relates to the undertaking or group across all environmental
SBM Offshore’s renewable energy products & services objectives while avoiding double counting’.
(EU Taxonomy activity: Manufacture of renewable energy
technologies). Maintenance and repair costs covering operating leased
■ CAPEX consists of additions to tangible and intangible FPSOs is a service provided by SBM Offshore to its lessee.
assets during the financial year 2021 considered before These expenses are direct ’cost of sales’ (reported as such
depreciation, amortization and any re-measurements in the Consolidated Income Statement under IFRS) related
recognized by SBM Offshore pursuant to IAS16, IFRS16 to services already included in Turnover KPI as revenue
and IAS38. The denominator can be reconciled with the from contracts with customers. To avoid double counting,
sum of the lines ’Additions’ disclosed in notes 4.3.13 and these ’cost of sales’ are therefore not included in
4.3.14 of the consolidated financial statements. The theOPEX KPI.
majority of CAPEX is associated with services to the
industry of oil & gas extraction and is therefore non- The eligible part of OPEX relates mainly to R&D activities
eligible for the EU Taxonomy – even if part of the CAPEX into non-carbon solutions as explained in section 2.1.9.
improves the energy efficiency and emissions profiles of Other items are non-capitalized investments into increased
these activities. The eligible part of CAPEX comes energy efficiency of office buildings.
mainly from capitalized cost of the Wave Energy
Converter, explained in section 2.1.9 (EU Taxonomy Table 1 provides the basis for the numerator and
activity: Manufacture of renewable energy technologies). denominator of EU Taxonomy eligibility for respectively
■ OPEX according to the EU Taxonomy is determined by Turnover, CAPEX and OPEX, whereas Table 2 shows the
the direct non-capitalized costs of research and actual KPI related to the EU Taxonomy.
development, building renovation measures, short-term

Table 1

Turnover CAPEX OPEX


Numerator Revenues derived from Capital expenditures that are Operating expenses that are related to
products and/or services related to assets or processes assets or processes associated with the
associated with EU Taxonomy associated with the EU Taxonomy EU Taxonomy eligible activities.
eligible activities. eligible activities.
Denominator Revenues recorded in the Additions to tangible and Direct non-capitalized costs recorded in
Consolidated Income intangible assets recorded in the the Consolidated Income Statement
Statement under IFRS as per Consolidated Statement of under IFRS that relate to R&D, building
Revenue Accounting policy Financial Position under IFRS renovation measures, short-term lease,
described in section 4.2.7 of during the financial year, maintenance and repair (excluding
the consolidated financial considered before depreciation, expenses reported as Cost of Sales), and
statements. amortization and any re- any other direct expenditures relating to
measurements. the day-to-day servicing of assets of
PP&E.

SBM OFFSHORE ANNUAL REPORT 2021 - 243


5 NON-FINANCIAL INFORMATION
Table 2

Turnover CAPEX OPEX


Taxonomy-Eligible Activities (%) 1.0 0.2 30.5
Taxonomy-Non-Eligible Activities (%) 99.0 99.8 69.5
Total (in millions of US$) 3,747.32 59.1 41.1

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

contractor or contractor’s subcontractor(s) who is directly ■ Scope 3 – Downstream Leased Assets

involved in execution of prescribed work under a


contract with SBM Offshore. For all reported emissions goes that CO2 equivalency is a
quantity that describes, for a given mixture and amount of
Until 2021, HSS incidents have been reported and greenhouse gas, the amount of CO2 that would have the
managed through SBM Offshore’s incident management same Global Warming Potential (GWP), when measured
tool (SRS – Single Reporting System) which is a web-based over a specified timescale (generally, 100 years).
reporting system that is used to collect data on all incidents
occurring in all locations where SBM Offshore operates. In Scope 1 – Direct Emissions
2021, SBM Offshore developed and began using the IFS For the Natural Gas consumed in offices the Company
Incident Management/Corrective Action Preventive Action takes an operational controlview and uses conversion
(IM/CAPA) module for Brazil operations. IFS IM/CAPA factors from the Dutch Emission Authority and the website
module will be further rolled out to the remaining company www.co2emissiefactoren.nl.
locations to replace SRS.
Scope 2 – Purchased Electricity
SBM Offshore reports on all incidents classified as fatalities, Scope 2 comprises GHG emissions from energy purchased
injuries and high consequence injuries – work-related for offices (market-based and location-based).
injuries that result in a fatality or in an injury from which the
worker is not expected to recover from within six months. The reporting scope includes all locations where the
Safety incidents are reported based on the incident headcount is over 10 and yards over which SBM Offshore
classifications as defined by the IOGP Report 2020s-May has full operational control. SBM Offshore reports onshore
emissions data for the following locations: Amsterdam,

244 - SBM OFFSHORE ANNUAL REPORT 2021


Houston, Kuala Lumpur, Marly, Monaco, Rio de Janeiro, Estimated weight topside
Schiedam, Shanghai, Carros lab, Georgetown, Bangalore, For Topsides the breakdown in materials is based on
Brazil Shorebases, Luanda Shorebase and Malabo proposal estimates and not actuals. For the Topside
Shorebase. The Singapore office is excluded as SBM Offshore used two variants, one for the Guyana and
SBM Offshore has no visibility on energy breakdown usages one for the Brazil field, as the basis for calculation for all
as the energy is included in the lease. topsides.

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,

SBM OFFSHORE ANNUAL REPORT 2021 - 245


5 NON-FINANCIAL INFORMATION
North America & Caribbean, Asia & Equatorial Guinea. OIL IN PRODUCED WATER DISCHARGES
Based on the criteria stated above, SBM Offshore reports Produced water is a high volume liquid discharge
on the environmental performance for the following 14 generated during the production of oil and gas. After
units: extraction, produced water is separated and treated (de-
■ Brazil – FPSO Espirito Santo, FPSO Capixaba, FPSO oiled) before discharge to surface water. The quality of
Cidade de Paraty, FPSO Cidade de Anchieta, FPSO produced water is most widely expressed in terms of its oil
Cidade de Ilhabela, FPSO Cidade de Marica, FPSO content. Limits are imposed on the concentration of oil in
Cidade de Saquarema the effluent discharge stream or discharge is limited where
■ Angola – FPSO Mondo, FPSO Saxi Batuque and reinjection is permitted back into the reservoir.
N’Goma FPSO
■ North America & Caribbean – Liza Destiny (FPSO), The overall efficiency of the oil in water treatment and as
Thunder Hawk (*Note that SBM Offshore does not applicable reinjection can be expressed as tonnes of oil
provide operation & maintenance services to Thunder discharged per million tonnes of hydrocarbon produced.
Hawk)
■ Asia & Equatorial Guinea – FPSO Kikeh, FPSO Aseng Incidental environmental releases to air, water or land from
the offshore operations units are reported using the data
The environmental offshore performance reporting recorded in SBM Offshore Incident Management tool.
methodology was chosen according to the performance SBM Offshore has embedded a methodology for
indicators relative to Greenhouse Gas Protocol, GRI calculating the estimated discharge and subsequent
Standards, IOGP and IPIECA guidelines. This includes: classification within the Incident Management tool.
■ Greenhouse Gases, referred to as GHG which are N2O

(Nitrous Oxide), CH4 (Methane) and CO2 (Carbon CHANGES IN REPORTING


Dioxide). As emissions reporting is key for stakeholder engagement
■ GHG emissions per hydrocarbon production from flaring on the Energy Transition and Climate Change, providing
and energy generation. the starting point towards a net-zero future, SBM Offshore
■ Non-Greenhouse Gases which are CO (Carbon has reassessed disclosure of emissions performance in
Monoxide), NOx (Nitrogen Oxides), SO2 (Sulphur alignment with the GHG Protocol. As the topic of emissions
Dioxide) and VOCs (Volatile Organic Compounds). is material to the business, it is important to explain where
■ Gas flared per hydrocarbon production. SBM Offshore has direct control and where SBM Offshore
■ Energy consumption per hydrocarbon production. has indirect or no control. Also, it is key to leverage the
■ Oil in Produced Water per hydrocarbon production. proper standards substantiating such explanation. In
summary, for the 2021 Annual Report – SBM Offshore
The calculation of air emissions from offshore operations chooses to:
units uses the method as described in the EEMS- a. Continue Operational Control as the basis for
Atmospheric Emissions Calculations (Issue 1.810a) emissions reporting as it represents a view that
recommended by Oil & Gas UK. SBM Offshore reports a. Provides a complete picture on the emission
some of its indicators as a weighted average, calculated profile of its business.
pro rata over the volume of hydrocarbon production per b. Enables the best engagement with key
region. This is in line with the IOGP Environmental stakeholders, most notably clients, suppliers,
Performance Indicators. financers & joint venture partners.
b. Further align accounting with accountability – i.e. to
OFFSHORE ENERGY CONSUMPTION reflect the reality of direct control, indirect control and
The energy used to produce oil and gas covers a range of no control on emissions and emission reduction. As a
activities, including: result:
■ Driving pumps producing the hydrocarbons or a. SBM Offshore expands its Scope 3 disclosure with
reinjecting produced water. additional GHG Protocol Scope 3 categories 1 &
■ Heating produced oil for separation. 13 – on top of category 6 as per previous years.
■ Producing steam. b. Part of the emissions – related to services to the
■ Powering compressors to reinject produced gas. hydrocarbon production industry – historically
■ Driving turbines to generate electricity needed for captured as Scope 1 are accounted for as Scope 3,
operational activities. category 13 (downstream leased assets) – key
reasons being:
The main source of energy consumption of offshore units is i. The ambition to increase action and stakeholder
Fuel Gas and Marine Gas Oil. engagement to reduce emissions in
SBM Offshore’s value chain.

246 - SBM OFFSHORE ANNUAL REPORT 2021


ii. Misalignment between accounting and Marica, FPSO Cidade de Saquarema and Liza Destiny
accountability for emissions reductions on (FPSO).
downstream leased assets (FPSO): Items 1 and 2 lead to subsequently an addition and re-
1. Previous Emissions accounting approach: categorization in the table in section 5.3.2 including
considers all FPSO emissions under direct emissions data for Thunderhawk. Items 3 and 4 lead to
control of SBM Offshore. respectively:
2. Emissions accountability as per current ■ 0.15% decrease on the total GHG emissions expressed

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):

control, including control to reduce those 5,211,452.14 vs 5,248,326.35 originally.


emissions – as the technical specification
and operational requirements for these Furthermore, SBM Offshore Operations launched the
FPSOs are driven by hydrocarbon reservoir Emissions Dashboard to even better monitor and steer on
characteristics and client criteria. insight from the assets SBM Offshore operates on behalf of
iii. Reduction of unnecessary double count based its clients. This lead to:
on engagement with clients, suppliers & ■ Time-saving due to no manual input in emissions

financers on the topic of emissions accounting calculations.


regarding downstream leased assets. ■ Removing potential human error at calculation level.

Above is aligned with IFRS treatments of leased ■ More time for trend analysis.

assets, reflected as finance lease receivables in the


Consolidated Statement of the Financial Position To ensure data accuracy in this year’s transition period
of this Report (sections 4.1 and 4.2). SBM Offshore decided to use 2020 average gas density
c. Further adjustments to its emissions calculations as figures. Using one density figure reduced the complexity
part of continuous improvement. whilst running two systems – old and new – in parallel at the
a. Applying Global Warming Potentials from the same time validating the calculations between the two
IPCC fifth assessment report. systems.
b. Reducing previous double count in CO2 from
flaring. 5.2.3 PROCESS SAFETY REPORTING
c. Using data from the SBM Offshore Operations
A Loss of Primary Containment (LOPC) is defined as an
Emissions Dashboard launched in 2021 – This
unplanned or uncontrolled release of any material from
removed the manual extraction step from daily
primary containment, including non-toxic and non-
reports. To ensure data accuracy in this year’s
flammable materials (e.g. steam, hot condensate, nitrogen,
transition period SBM Offshore decided to use
compressed CO2 or compressed air).
2020 average gas density figures.

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 ANNUAL REPORT 2021 - 247


5 NON-FINANCIAL INFORMATION
crew working on board the offshore operations units and entering the workforce with the required level of
shore bases. qualifications and knowledge.
■ 89% of Brazilian direct hire workforce consists of Brazilian

HEADCOUNT, TURNOVER, EQUAL nationals.


REMUNERATION & NATIONALIZATION ■ 83% of Angolan direct hire workforce consists of
Human Resources considers: Angolan nationals.
■ ‘Direct Hire’ employees as a staff member holding a ■ 46% of Guyanese direct hire workforce consists of
labor contract for either an unlimited or a defined period Guyana nationals.
(or an offer letter for an unlimited period in the USA).
Direct hires are recorded on the payroll, directly paid by PERFORMANCE MANAGEMENT
one entity of the SBM Offshore Group (including Joint In order to ensure personal development and optimal
Ventures). management of performance within SBM Offshore,
■ ‘Contractors’ as an individual performing work for or on SBM Offshore conducts annual performance reviews for all
behalf of SBM Offshore, but not recognized as an employees. Globally, SBM Offshore uses a common system
employee under national law or practice (not part of to rate and evaluate all employees. For the reporting on
SBM Offshore companies payroll, they issue invoices for Performance Appraisals, we included all Permanent Staff,
services rendered). Temporary (only from Brazil and the Netherlands) and JV
■ ‘Subcontractors’ are not considered as staff in the HR Staff (apart from FPSO Kikeh) of all employees that entered
headcount breakdown structure. This population is the Company before October 1, 2020 and that were still in
managed as temporary service and are not covered by the Company on December 31, 2020. All employees that
HR processes policies. Yet, we have rigorous processes left during social plans (even after December 31, 2020) are
and procedures in place for this population. not included.

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

248 - SBM OFFSHORE ANNUAL REPORT 2021


5.3 NON-FINANCIAL INDICATORS
5.3.1 HEALTH, SAFETY & SECURITY
Health, Safety & Security

Year to Year 2021 – By Operating Segment


2021 2020 Offshore Onshore

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

Year to Year 2021 – Regional Breakdown


Africa/ North
2021 2020 Brazil Angola America Asia
API 754 Classified
Materials (by TIER)
Tier 1 incidents (number) 1 3 1
Tier 2 incidents (number) 3 4 2 1

SBM OFFSHORE ANNUAL REPORT 2021 - 249


5 NON-FINANCIAL INFORMATION
5.3.2 ENVIRONMENT
Year to Year 2021 – Regional Breakdown
North Asia &
2021 2020 Brazil Angola America & Equatorial Europe
Caribbean Guinea
Number of offshore units (vessels) 14 14 7 3 2 2
Fleet Production
Hydrocarbon Production (tonnes) 47,276,422 47,783,839 32,615,079 5,707,886 6,815,436 2,138,020
Scope 1 Emissions
GHG Scope 1 (tonnes of CO2 Eq) 237 165 237
Scope 2 Emissions
GHG Scope 2 (location based)
2019 2516 18 97 983 476 444
(tonnes of CO2 Eq)
GHG Scope 2 (market based)
752 588 4 97 181 443 28
(tonnes of CO2 Eq)
Scope 3 Emissions
Scope 3 – Downstream Leased
Assets
Total Carbon dioxide (CO2 in tonnes) 4,903,739 5,305,397 2,354,918 1,254,576 688,801 605,444
Total Methane (CH4 in tonnes) 9,290 12,890 2,158 4,232 1,784 1,117
Total Nitrous oxide (N2O in tonnes) 315 318 169 66 41 39
Total GHG emissions Downstream
5,247,253 5,750,665 2,460,182 1,390,571 749,497 647,003
Leased Assets (tonnes of CO2 Eq)
Total GHG Emissions per
110.99 120.35 75.43 243.62 109.97 302.62
Hydrocarbon Production1
Other / Air Pollution – Non
Greenhouse Gas Emissions (in
tonnes)
Carbon monoxide (CO in tonnes) 6,481 7,703 2,549 2,092 1,054 787
Nitrogen oxides (NOx in tonnes) 7,902 7,905 4,291 1,524 1,045 1,043
Sulphur dioxides (SO2 in tonnes) 127 143 37 31 11 48
Volatile organic compounds (VOCs
970 1,375 201 459 191 119
in tonnes)
Scope 3 – Purchased Goods &
370,124
Services2
Scope 3 – Business Travel3 10,919 8,231 5,007 254 5,658
Total GHG Emissions4 5,629,285 5,759,649 2,465,193 1,390,668 749,678 647,700 5,923
Flaring
Total Gas Flared per hydrocarbon
9.73 13.86 2.68 39.50 13.48 25.84
production5
Flaring emissions vs Total Emissions 29% 38% 12% 54% 41% 28%
Energy
Offshore Energy Processed (1) (GJ) 65,036,820 64,806,711 38,153,086 11,251,433 7,532,499 8,099,802
Onshore Energy Consumed (2) (GJ) 27,925 28,300 666 816 8,476 2,588 15,380
Total Energy Processed &
65,064,745 64,835,011 38,153,752 11,252,249 7,540,975 8,102,390 15,380
Consumed (1) + (2) (GJ)
Offshore Energy per production (GJ
1.38 1.36 1.17 1.97 1.11 3.79
per tonne of HC production)
Discharges
Quantity of oil in produced water
4.49 5.19 0.74 12.69 0.95 51.17
discharges6
1 Tonnes of CO 2 Eq / 1,000 Tonnes HC Production
2 Tonnes of CO 2 Eq. No split per region due to distribution of items over a combination of locations of procurement, fabrication and delivery.
3 Tonnes of CO2 Eq. Split per region is based on travel agency sources. Due to data aggregation in these sources, some regional data has been consolidated
under region ’Europe'
4 Tonnes of CO 2 Eq
5 Tonnes / 1,000 Tonnes HC Production
6 Tonnes of Oil in Produced Water / 10^6 Tonnes HC Production

250 - SBM OFFSHORE ANNUAL REPORT 2021


5.3.3 HUMAN RESOURCES
Headcount by Direct Hire and by Contractor

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%

Direct Hire by employee contract and employee type

Permanent Permanent Temporary Temporary Part-Time Part-Time


Male Female Male Female Male Female % of Part-Time
Employees Employees Employees Employees Employees Employees Employees
Africa 599 72 1 2 0 0 0%
Asia 774 163 136 15 0 0 0%
Europe 1,004 376 68 30 34 66 7%
North America 29 7 0 0 0 0 0%
South America 1,436 236 36 35 13 11 1%
Grand Total 3,842 854 241 82 47 77 2%

Direct Hires New Joiners Headcount

Total New Hires


Total New Hire
Headcount New Hire Ratio
Africa 139 18%
Asia 703 47%
Europe 486 1%
North America 6 6%
South America 574 27%
Grand Total 1,908 29%

Direct Hires Turnover Headcount

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%

SBM OFFSHORE ANNUAL REPORT 2021 - 251


5 NON-FINANCIAL INFORMATION

Direct Hires Performance Appraisals

Male % Female % Total %1


Performance Appraisals Completed – Onshore (2020) 99% 100% 99%
Performance Appraisals Completed – Offshore (2020) 98% 99% 98%
1 An appraisal is considered completed when it has been given a rating.

Direct Hires Collective Bargaining

%
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.

Direct Hires Equal Remuneration - Global Overview

Avg Compa Ratio Avg Compa Ratio


Count Male Count Female Male Female Pay Gap
Overall 2,470 723 102 100 0.981
1 The Pay Gap calculation is obtained doing the average of Compa ratio between Male and Female. The population in scope for this Annual Report is limited
to only 'Permanent' and 'Temporary' employees for Brazil, Malaysia, Monaco & France, Netherlands and Switzerland.

Direct Hires Equal Remuneration by Country

Avg Compa Ratio Avg Compa Ratio


Count Male Count Female Male Female Pay Gap
Brazil 1,223 218 99 99 1.00
Malaysia 245 101 113 102 0.91
Monaco & France 596 255 104 101 0.98
Netherlands 370 122 97 96 0.99
Switzerland (Local) 33 27 89 93 1.05

Direct Hires Equal Remuneration by AGE Range

Avg Compa Ratio Avg Compa Ratio


Count Male Count Female Male Female Pay Gap
Under 30 120 75 93 95 1.02
30 - 50 1,901 596 101 99 0.98
Over 50 445 51 111 113 1.01

Direct Hires Equal Remuneration by organizational level

Avg Compa Ratio Avg Compa Ratio


Count Male Count Female Male Female Pay Gap
Non-management 1,469 502 98 100 1.02
Junior Management 660 157 104 98 0.94
Middle Management 316 59 104 100 0.95
Top Management 25 5 116 111 0.96

252 - SBM OFFSHORE ANNUAL REPORT 2021


Direct Hires Equal Remuneration by organizational function

Avg Compa Ratio Avg Compa Ratio


Count Male Count Female Male Female Pay Gap
Business Support 62 167 102 98 0.97
Construction & Operations 1,231 99 100 101 1.01
Engineering 462 92 103 96 0.93
Executive Management & Legal 35 35 111 104 0.94
Finance, Tax and IT 216 146 101 99 0.98
Project Management 108 38 103 105 1.02
Quality, Health, Risk & Safety 83 47 106 100 0.94
Strategy & Development 126 44 101 100 0.99
Supply Chain 147 55 101 100 0.99

5.3.4 5-YEAR KEY SUSTAINABILITY


FIGURES

2021 2020 2019 2018 2017


Health, Safety and Security
TRIFR (rate) 0.06 0.1 0.13 0.18 0.19
High consequence Injury rate 0 0 0 0 0
Fatalities work related (number) 0 0 1 1 0
Total consolidated exposure hours1 44.12 35.16 34.58 27.32 13.38
Environment
Total GHG Emissions Offshore per production2 110.99 120.35 115.53 116.59 118.18
Flaring per production 9.73 13.86 12.77 12.66 13.74
Offshore energy consumption3 65,036,820 64,806,711 60,720,811 62,044,614 67,089,628
Human Resources4
Total Employees5 6,426 5,527 5,530 4,740 4,810
Total Direct Hires5 5,019 4,574 4,439 4,079 4,126
Total Contractors5 1,407 953 1,091 661 684
Contractors / Direct Hires Ratio5 22% 17% 20% 14% 14%
Total of Females in Direct Hire Workforce 19% 20% 22% 19% 18%
Part-time Workforce 2% 3% 2% 3% 4%
Employee Rates4
Turnover 14% 13% 13% 10% 10%
Appraisals
Performance Appraisals Completed 99% 97% 93% 96% 94%
1 in million hours
2 tonnes of GHG emissions per thousand tonnes of hydrocarbon production
3 GJ = gigajoule, energy from fuel gas and marine gas oil
4 does not include construction yards except if specified otherwise
5 including construction yards

SBM OFFSHORE ANNUAL REPORT 2021 - 253


5 NON-FINANCIAL INFORMATION
5.4 GRI CONTENT INDEX Disclosures and information linked to our Material Topics
from version 2016 of the GRI standards.
This report has been prepared in accordance with the
Global Reporting Initiative standards: Core option. General

Standard Disclosure Reference /direct answer


1. Organizational profile
102-1 Name of the organization SBM Offshore N.V
102-2 Activities, brands, products, and services 1.2
102-3 Location of the organization’s headquarters 6.2
102-4 Location of operations 1.2
102-5 Ownership and legal form 3.2
102-6 Markets served 1.2
102-7 Scale of the organization 1.2, 2.1.4, 2.1.5
102-8 Information on employees and other workers 2.1.5, 4.3.6, 5.2.4, 5.3.3
102-9 Supply chain 2.1.4
102-10 Significant changes to the organization and its supply chain No significant changes
102-11 Precautionary Principle or approach Sustainability Policy and Policy on
HSSE, Human Rights and Process
Safety
102-12 External initiatives 2.2
102-13 Memberships of associations 2.1.1, 2.1.3
2. Strategy
102-14 Statement from senior decision-maker 1.1.1
3. Ethics and integrity
102-16 Values, principles, standards, and norms of behavior 1.3.1, 2.1.1, 3.6.2
4. Governance
102-18 Governance structure 6 3.2
5. Stakeholder Engagement
102-40 List of stakeholder groups 1.2
102-41 Collective bargaining agreements 5.2.4, 5.3.3
102-42 Identifying and selecting stakeholders 1.2, 5.1.2
102-43 Approach to stakeholder engagement 1.2, 5.2
102-44 Key topics and concerns raised 1.2.2, 2.1
6. Reporting practise
102-45 Entities included in the consolidated financial statements 4.3.29
102-46 Defining report content and topic Boundaries 5.2
102-47 List of material topics 1.2, 5.1
102-48 Restatements of information n/a
102-49 Changes in reporting 5.2
102-50 Reporting period calendar year 2021
102-51 Date of most recent report February 11, 2021
102-52 Reporting cycle annual
102-53 Contact point for questions regarding the report 6.2
102-54 Claims of reporting in accordance with the GRI Standards 2.2, 5.1.1
102-55 GRI content index 5.4
102-56 External assurance 5.6

254 - SBM OFFSHORE ANNUAL REPORT 2021


MATERIAL TOPICS
Reporting standard Disclosure Reference/omission
1. Material topic: Energy Transition
103-1 Explanation of the material topic and its Boundary 2.1.10, 5.1.4, 5.1.5
GRI 103: Management approach 103-2 The management approach and its components 2.1.10, 5.1.4, 5.1.5
103-3 Evaluation of the management approach 2.1.10, 5.1.4
Own Indicator/EU Taxonomy % of R&D investments in non-carbon technologies 2.1.10, 5.1.5
OPEX KPI
2. Material topic: Ethics & Compliance
103-1 Explanation of the material topic and its Boundary 2.1.1, 3.6.2
GRI 103: Management approach 103-2 The management approach and its components 2.1.1, 3.6.2
103-3 Evaluation of the management approach 2.1.1, 3.6.2
Own Indicator Training on corruption policies and procedures 2.1.1
GRI 205-3: Anti- corruption Confirmed incidents of corruption and actions taken 2.1.1
GRI 419-1: Socioeconomic Compliance Non-compliance with laws and regulations in the social 1.1.3, 2.1.1, 2.1.4, 4.3.25,
and economic area 5.2.5
3. Material topic: Employee Health, Safety and Security (incl. content re. Human Rights)
103-1 Explanation of the material topic and its Boundary 2.1.2, 5.2.1
GRI 103: Management approach 103-2 The management approach and its components 2.1.2, 5.2.1
103-3 Evaluation of the management approach 2.1.2
GRI 403-2: Hazard identification, risk Risk identification and incident management 2.1.1, 2.1.2, 2.1.4.1, 3.8,
assessment, and incident investigation 5.2.1, 5.2.3
GRI 403-9: Occupational Health and Work-related Injuries 2.1.2, 5.2.1
Safety
Own Indicator Number of process safety events by business activity 2.1.2
4. Material topic: Human Rights
103-1 Explanation of the material topic and its Boundary 2.1.3
GRI 103: Management approach 103-2 The management approach and its components 2.1.3
103-3 Evaluation of the management approach 2.1.3
GRI 412-3: Human Rights Assessment Significant investment agreements and contracts that 2.1.3
include human rights clauses or that underwent human
rights screening
5. Material topic: Economic Performance
103-1 Explanation of the material topic and its Boundary 2.1.6
GRI 103: Management approach 103-2 The management approach and its components 2.1.6
103-3 Evaluation of the management approach 2.1.6
GRI 201-1: Economic Performance Direct economic value generated or distributed 2.1.6 2.2, 4.3.5, 4.3.6,
(Cash Flow/EBITDA %) 4.3.10, 4.3.17, 4.3.24
6. Operational Excellence & Quality
103-1 Explanation of the material topic and its Boundary 2.1.4
GRI 103: Management approach 103-2 The management approach and its components 2.1.4
103-3 Evaluation of the management approach 2.1.4
Own Indicator Certification and classification performance on; ISO 2.1.4, 5.5
9001, ISO 14001, OHSAS 18001 & ISM

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5 NON-FINANCIAL INFORMATION
Reporting standard Disclosure Reference/omission
7. Material topic: Market Positioning (incl. content re partnerships & retaining/developing employees)
103-1 Explanation of the material topic and its Boundary 2.1.11
GRI 103: Management approach 103-2 The management approach and its components 2.1.11
103-3 Evaluation of the management approach 2.1.11
Own Indicator Sustainability Benchmarking 2.1.11
Own Indicator # of Projects Under Development (construction) 2.1.11
8. Material topic: Emissions
103-1 Explanation of the material topic and its Boundary 2.1.7, 5.2.2
GRI 103: Management approach 103-2 The management approach and its components 2.1.7
103-3 Evaluation of the management approach 2.1.7
GRI 305-1: Emissions Direct greenhouse gas (GHG) emissions (Scope 1) 2.1.7, 5.2.2
GRI 305-2: Emissions Energy indirect greenhouse gas (GHG) emissions (Scope 2) 2.1.7, 5.2.2
GRI 305-3: Emissions Other indirect GHG emissions (Scope 3) 5.2.2, 5.3.2
GRI 305-7: Emissions and other significant air emissions 2.1.7, 5.2.2, 5.3.2,
Omission a. iii, v, vi, vii.
(Scope 3 information
not available)
Own Indicator Volume of flared and vented hydrocarbon 2.1.7, 5.2.2, 5.3.2
9. Material topics: Innovation
103-1 Explanation of the material topic and its Boundary 2.1.9
GRI 103: Management approach 103-2 The management approach and its components 2.1.9
103-3 Evaluation of the management approach 2.1.9
Own Indicator TRL Progress (Market Readiness − TRL 4) 2.1.9
10. Material topics: Digitalization
103-1 Explanation of the material topic and its Boundary 2.1.8
GRI 103: Management approach 103-2 The management approach and its components 2.1.8
103-3 Evaluation of the management approach 2.1.8
Own Indicator # of signals captured & percentage increase y-o-y 2.1.8
11. Material topics: Retaining & Developing Employees
103-1 Explanation of the material topic and its Boundary 2.1.5
GRI 103: Management approach 103-2 The management approach and its components 2.1.5
103-3 Evaluation of the management approach 2.1.5
GRI 404-3: Training and Education Percentage of employees receiving regular performance and 2.1.5, 5.3.3
career development reviews
GRI 401-1 Employee Turnover rate 5.3.3, 5.3.4
GRI 405-1 Gender Pay Gap 2.1.5, 3.1, 3.2.9, 5.3.3

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5.5 CERTIFICATION AND ■ ISO 14001: Environmental Management System
OHSAS 18001: Occupational Health & Safety
CLASSIFICATION TABLES ■

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

Certified: certified by accredited 3rd Party


Compliant: verified as compliant by independent, qualified 3rd Party
Classed: certified by classification society

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5 NON-FINANCIAL INFORMATION
OFFSHORE PRODUCTION FLEET ISO 14001 OHSAS 18001/ISO 45001 CLASS ISM ISPS
Angola
FPSO Mondo Compliant Compliant Classed Certified Certified
FPSO Saxi Batuque Compliant Compliant Classed Certified Certified
N’Goma FPSO Compliant Compliant Classed Certified Certified
Brazil
FPSO Capixaba Compliant Compliant Classed Certified Certified
FPSO Espirito Santo Compliant Compliant Classed Certified Certified
FPSO Cidade de Anchieta Compliant Compliant Classed Certified Certified
FPSO Cidade de Paraty Compliant Compliant Classed Certified Certified
FPSO Cidade de Ilhabela Compliant Compliant Classed Certified Certified
FPSO Cidade de Maricá Compliant Compliant Classed Certified Certified
FPSO Cidade de Saquarema Compliant Compliant Classed Certified Certified
FPSO Sepetiba Ongoing Ongoing Ongoing Ongoing Ongoing
FPSO Almirante Tamandaré Ongoing Ongoing Ongoing Ongoing Ongoing
FPSO Alexandre de Gusmão Ongoing Ongoing Ongoing Ongoing Ongoing
Equatorial Guinea
FPSO Aseng Compliant Compliant Classed Certified Certified
FPSO Serpentina Compliant Compliant Classed Certified Certified
Guyana
Liza Destiny (FPSO) Ongoing Ongoing Classed Certified Certified
Liza Unity (FPSO) Ongoing Ongoing Ongoing Ongoing Ongoing
Prosperity (FPSO) Ongoing Ongoing Ongoing Ongoing Ongoing
Malaysia
FPSO Kikeh Certified Compliant Classed Certified 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

Certified: certified by accredited 3rd Party


Compliant: verified as compliant by independent, qualified 3rd Party
Classed: certified by classification society

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5.6 ASSURANCE REPORT OF THE
INDEPENDENT AUDITOR
To: the Management Board and Supervisory Board of SBM Offshore N.V.

Assurance report on the sustainability information 2021


Our conclusion
Based on our review nothing has come to our attention that causes us to believe that the sustainability information included
in the annual report 2021 of SBM Offshore N.V. does not present, in all material respects, a reliable and adequate view of:

■ 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’.

What we have reviewed


We have reviewed the sustainability information included in the following sections of the annual report for the year ended
31 December 2021 (hereafter: “the sustainability information”):
■ Chapter 1: Business Environment;
■ Chapter 2: Performance Review & Impact;
■ Chapter 5: Non-Financial Information.
This review is aimed at obtaining a limited level of assurance.

The basis for our conclusion


We conducted our review in accordance with Dutch law, including Dutch Standard 3810N ‘Assuranceopdrachten inzake
maatschappelijke verslagen’ ('Assurance engagements on corporate social responsibility reports'), which is a specific Dutch
Standard that is based on the International Standard on Assurance Engagements (ISAE) 3000 ’Assurance Engagements other
than Audits or Reviews of Historical Financial Information’. Our responsibilities under this standard are further described in
the section ‘Our responsibilities for the review of the sustainability information’ of our report.
We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
Independence and quality control
We are independent of SBM Offshore N.V. in accordance with the ‘Verordening inzake de onafhankelijkheid van accountants
bij assuranceopdrachten’ (ViO – Code of Ethics for Professional Accountants, a regulation with respect to independence) and
other for the engagement relevant independence requirements in the Netherlands. Furthermore, we have complied with the
‘Verordening gedrags- en beroepsregels accountants’ (VGBA – Dutch Code of Ethics).
We apply the ‘Nadere voorschriften kwaliteitssystemen’ (NVKS – Regulations for quality systems) and accordingly maintain a
comprehensive system of quality control including documented policies and procedures regarding compliance with ethical
requirements, professional standards and other relevant legal and regulatory requirements.
Reporting criteria
The sustainability information needs to be read and understood together with the reporting criteria. The reporting criteria
used for the preparation of the sustainability information are the Sustainability Reporting Standards of the Global Reporting
Initiative (GRI) and the applied supplemental reporting criteria, as disclosed in chapter 5.1 Scope of Non-Financial
Information and 5.2 Reporting Boundaries of the annual report.
The absence of an established practice on which to draw, to evaluate and measure non-financial information allows for
different, but acceptable, measurement techniques and can affect comparability between entities, and over time.
Limitations to the scope of our review
The sustainability information includes prospective information such as expectations on ambitions, strategy, plans and
estimates and risk assessments. Inherent to prospective information, the actual future results are uncertain, and are likely to
differ from these expectations. These differences may be material. We do not provide any assurance on the assumptions and
achievability of prospective information.
In the sustainability information references are made to external sources or websites. The information on these external
sources or websites is not part of the sustainability information reviewed by us. We therefore do not provide assurance on
this information.

Our conclusion is not modified in respect to these matters.

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5 NON-FINANCIAL INFORMATION

Responsibilities for the sustainability information and the review thereon


Responsibilities of the Management Board and the Supervisory Board for the sustainability information
The Management Board of SBM Offshore N.V. is responsible for the preparation of reliable and adequate sustainability
information in accordance with the reporting criteria as included in sections ‘5.1 Scope of non-financial information’ and ‘5.2
Reporting boundaries’, including selecting the reporting criteria, the identification of stakeholders, determining the material
matters and determining that the applicable reporting criteria are acceptable in the circumstances taking into account
applicable law and regulations related to reporting. The choices made by the Management Board regarding the scope of
the sustainability information and the reporting policy are summarized in 5.1 Scope of Non-Financial Information and 5.2
Reporting Boundaries of the annual report.
Furthermore, the Management Board is responsible for such internal control as the Management Board determines is
necessary to enable the preparation of the sustainability information that is free from material misstatement, whether due to
fraud or error.
The Supervisory Board is responsible for overseeing the company’s reporting process on the sustainability information.

Our responsibilities for the review of the sustainability information


Our responsibility is to plan and perform a review engagement in a manner that allows us to obtain sufficient and
appropriate assurance evidence to provide a basis for our conclusion.
Our objectives are to obtain a limited level of assurance to determine the plausibility of the sustainability information. The
procedures vary in nature and timing from, and are less in extent, than for a reasonable assurance engagement. The level of
assurance obtained in a review is therefore substantially less than the assurance obtained in an audit in relation to both the
risk assessment procedures, including an understanding of internal control, and the procedures performed in response to
the assessed risks.

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.

Rotterdam, 9 February 2022

PricewaterhouseCoopers Accountants N.V.


Original signed by A.A. Meijer RA

260 - SBM OFFSHORE ANNUAL REPORT 2021


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6 ADDITIONAL INFORMATION

6.1 Glossary

Term Definition Term Definition


A&RC Appointment and Remuneration Committee IBOR Interbank Offered Rates
AGM Annual General Meeting ICOFR Internal Control Over Financial Reporting
API American Petroleum Institute IEA International Energy Agency
bopd Barrels of Oil Per Day IFRS International Financial Reporting Standards
CALM Catenary Anchor Leg Mooring IOGP International Association of Oil and Gas
Producers
CAPEX Capital Expenditure
IP Intellectual Property
CDP Carbon Discolsure Project
IPCC Intergovernmental Panel on Climate Change
CGCO Chief Governance and Compliance Officer
IPIECA International Petroleum Industry Environmental
CMIH China Merchants Industry Holdings
Conservation Association
D&I Diversity & Inclusion
ISM International Safety Management
DSCV Diving Support and Construction Vessel
ISO International Organization for Standardization
EBIT Earnings before Interest and Tax
ISPS International Ship and Port Facility Security
EBITDA Earnings before Interest, Taxes, Depreciation and
JV Joint Venture
Amortization
KPI Key Performance Indicator
EJ Exajoule
LIBOR London Interbank Offered Rate
EPC Engineering Procurement and Construction
LNG Liquefied Natural Gas
EPCI Engineering Procurement Construction and
Installation LOPC Loss of Primary Containment
ERM Enterprise Risk Management LTI Long-Term Incentive
ERP Enterprise, Resource, Planning LUCY Let Us Connect You
ESG Environmental, Social and Governance MNOPF Merchant Navy Officers Pension Fund
Euribor Euro Interbank Offered Rate MOPU Mobile Offshore Production Unit
FEED Front-End Engineering and Design MPF Multi-Purpose Floater
FID Final Investment Decision MTOE Million Tonnes of Oil Equivalent
FLNG Floating Liquefied Natural Gas MW megawatt
FOW Floating Offshore Wind NES New Energies & Services
FPSO Floating Production Storage and Offloading NGO Non-Governmental Organization
FPU Floating Production Unit NOx Nitrous Oxides
FSO Floating Storage and Offloading OECD Organization for Economic Co-operation and
Development
GEMS Global Enterprise Management System
OHSAS Occupational Health and Safety Assessment
GHG Greenhouse Gases
Series
GRCF Group Risk and Compliance Function
OIFR Occupational Illness Frequency Rate
GRI Global Reporting Initiative
OIPOC Operational Intelligence & Performance
GTS Group Technical Standards Optimization Center
GW gigawatt OPEX Operating Expenditure
HEMP Hazards and Effects Management Process OSCAR Operations Solution for Crewing Administration
HR Human Resources and Resources

HSS Health, Safety & Security PFC Production Field Center

HSSE Health, Safety, Security & Environment PP&E Property, Plant & Equipment

IASB International Accounting Standards Board PPE Personal Protective Equipment

264 - SBM OFFSHORE ANNUAL REPORT 2021


Term Definition
PSE Process Safety Events
PSF Process Safety Fundamentals
PSM Process Safety Management
PV Photovoltaic
R&D Research and Development
RAC Risk Assurance Committee
RCF Revolving Credit Facility
ROACE Return on average capital employed
ROAE Return on average equity
RP Remuneration Policy
RSU Restricted Share Unit
SASB Sustainability Accounting Standards Board
SDG United Nations Sustainable Development Goals
SOFR Secured Overnight Financing Rate
SOx Sulphur Oxides
SRS Single Reporting System
STI Short-Term Incentive
SWS Shangahi Waigaoquiao Shipbuilding
TCFD Task Force on Climate-Related Financial
Disclosures
TLP Tension-Leg Platform
TMS Turret Mooring System
TRIFR Total Recordable Injury Frequency Rate
TRL Technology Readiness Level
UN United Nations
VR Virtual Reality
WEC Wave Energy Converter

SBM OFFSHORE ANNUAL REPORT 2021 - 265


6 ADDITIONAL INFORMATION
6.2 ADDRESSES & CONTACT DETAILS
SBM OFFSHORE CORPORATE HEADQUARTERS
Evert van de Beekstraat 1-77
1118 CL Schiphol
the Netherlands
Tel: +31 (0)20 236 3000
Website: www.sbmoffshore.com

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:

Concept & design


SBM Offshore

Document & website realization


Tangelo Software, Zeist, the Netherlands

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