SBM Annual Report 2023 Part
SBM Annual Report 2023 Part
SBM Annual Report 2023 Part
1.1 AT A GLANCE
1.1.1 MESSAGE FROM THE CEO
Bruno Chabas
Chief Executive Officer
In 2023, at SBM Offshore, we delivered value to our efforts to the evolving needs of the market with efficient
stakeholders, adapted the organization to serve the energy solutions. This approach ensures that our resources are
transition in a pragmatic way, and remained on track to allocated across the lifecycle of our products, aligning our
meet our 2050 net zero target. We take a holistic view of core competencies to our overall growth.
the energy trilemma and understand the benefits of
strategic partnering in this complex world energy The slow progression of the floating offshore wind market,
environment. for example, does not minimize the innovation we are
undertaking and the things we are learning in order to
Our expertise in traditional oil and gas deepwater floating open new horizons for floating wind and sustainable energy
systems can be applied to alternative energies, such as solutions. The Provence Grand Large pilot windfarm, where
floating offshore wind, hydrogen and three floating wind units were successfully hooked up in
ammonia. Nevertheless, we remain selective in project October, is a testament to our thoughtful advancement of
pursuit, targeting the ones bringing value to all involved. the offshore energy transition, our capacity to make
We see the importance of prudent decision-making, innovative ideas come true and our EPCI capabilities.
focusing not just on immediate outcomes but on the long-
term value each project brings. Reducing emissions The transition also includes transforming our conventional
requires resourcefulness, demanding that we align our business of Floating Production Storage and Offloading
We navigated several challenges in 2023, such as supply It has been a huge privilege to serve the company as CEO
chain disruptions, cost overruns caused by delays, and for the last 12 years. I have had the honor of leading a team
lingering COVID-19 impacts. I thank our teams for their of dedicated people who supported me in transforming
many actions to mitigate these challenges, demonstrating this organization. Today, the Group has a well-established
our company value of ownership to keep us on track to vision, purpose and structure, with a leading market
deliver. A new, centralized multi-disciplinary Corporate & position and strong growth prospects in the industry. I am
Business Solutions Center (CBSC) was launched to improve especially proud that SBM Offshore has a leadership team
synergies, reduce costs and reinforce innovation and which makes an internal succession possible, and am
continuous improvement. Rightsizing our organization has extremely pleased to hand over my responsibilities to
led to sustained efforts in knowledge transfer and has Øivind Tangen, who, I am sure, will successfully guide the
demonstrated our agility as our support functions adopted company to achieve its ambitious energy transition targets.
new ways of working. Continuous improvements in Turnkey
16 0.08
ASSETS LEASED TOTAL RECORDABLE
AND/OR OPERATED INJURY FREQUENCY RATE
(per 200,000 hours)
95.6% 7,416
FLEET PRODUCTION PEOPLE
UPTIME
40 91%
TRAINING HOURS COMPLETION OF COMPULSORY
PER EMPLOYEE COMPLIANCE TASKS (ONSHORE)
1.1.3 OVERALL VIEW stakeholders, with whom SBM Offshore works on the
energy transition − teaming up on areas important to them,
SBM Offshore believes the oceans will provide the world
called material topics. These topics are the basis for
with safe, sustainable and affordable energy for
SBM Offshore’s objectives and strategy, and are the criteria
generations to come. SBM Offshore shares its experience
against which it measures its performance. The table below
to make it happen.
shows the connection between these elements and where
they are explained in the rest of the Annual Report.
The challenge in delivering safe, sustainable and affordable
energy is well recognized, particularly by SBM Offshore’s
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.
Business Context (section 1.2) Strategy and Value Creation (section 1.3) Performance Review and Impact (sections 2.1 & 2.2)
Management Approach &
Material Topics Key Objectives Key Strategic Elements Key Outputs Key Outcomes SDGs
1. Ethics and • Zero tolerance for Internal Risk and • 91% completion of • No negative 8
Compliance bribery, corruption, Control System and compulsory impact to
fraud or any other Compliance Program, compliance tasks SBM Offshore’s
form of misconduct with focus on data- (onshore) license to operate
• 2023: >92% driven compliance • 7,613 of compliance • Credibility and
completion of training reputation for
compulsory • 194 reports trustworthiness
compliance tasks received under
SBM Offshore’s
Speak Up Policy
• 0 confirmed cases
of corruption
2. Employee Health, • No Harm, No HSSE and Process • TRIFR: 0.08 • 6 Tier 1 and 2 3, 8
Safety and Security Defects, Safety Management • LTIFR: 0.02 incidents with
No Leaks system, Target • SIF: 0 follow-up actions
• 2023: Total Excellence; adopting • Tier 1: 1 in progress
Recordable Injury industry best practices • Tier 2: 5 • 0 Fatalities
Frequency Rate and leading standards • Actions for
(TRIFR) <0.12 continuous
improvement
3. Human Rights • Fully embed Execution and • 90.4% of suppliers • Action plans in 8
human rights and improvement of due screened on human progress on
social diligence cycle and rights human rights −
performance taking action through • 100% of new including salient
within human rights program suppliers qualified issues of forced
SBM Offshore governance signed supply chain labor,
to achieve no charter accommodation,
harm • 8 yards have overtime and
• 2023: Deliver two completed desktop mental health and
human rights/ screening wellbeing
worker welfare • 0 new worker • Over two remedy
initiatives per welfare audits initiatives per
region that • 91% e-Learning region.
contribute to completion • 9 ESG audits.
remedy
4. Operational • No Harm, No Target Excellence • 95.6% uptime • Safe, predictable 8
Excellence and Defects, program, Quality • Maintained ISO operations
Quality No Leaks Management System certifications • Compliance with
• 2023: Uptime at or and Process Safety • 1 significant regulations
above 99% Management approach operational fine • Project delivery
• 0 oil spills
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.
Business Context (section 1.2) Strategy and Value Creation (section 1.3) Performance Review and Impact (sections 2.1 & 2.2)
Management Approach &
Material Topics Key Objectives Key Strategic Elements Key Outputs Key Outcomes SDGs
9. Innovation • Develop and Technology • 22 TRL • Contribute to the 7, 9,
introduce new development, open qualifications energy transition 13,
technologies in innovation • 9 innovations • Long-term 14
line with net zero reached TRL 4 sustainability
and energy
transition
ambitions of
SBM Offshore
• 2023: 26
Technology
Readiness Level
(TRL) qualifications
10. Energy Transition • Ambition: net zero New Energies and • 52.3% of R&D • FOW project 7, 9,
by 2050 and Services development, budget allocated to progress 13
intermediate emissionZERO® EU Taxonomy • Support climate
targets for 2030 eligible activities change mitigation,
• 2023: in line with 2050
◦ 50% of R&D ambitions
budget allocated
to EU Taxonomy
eligible activities;
◦ Deliver on FOW
growth
11. Market • FPSO business FPSO competitiveness • 5 FPSO projects • Business growth 3, 4,
Positioning growth through Fast4Ward®, under construction • Progress on local 7, 8,
• 2023: sustainability Digitalization, • 16 assets in the content and 9,
performance (SDG emissionZERO® fleet impact 13,
score card) • US$30.3 billion • SDG related 14
• 2023: participation Embedding SDG directional pro- performance
in key ESG ratings targets in the business forma backlog
1
and participation in key • 95th percentile
ESG ratings S&P Global ESG
rating
12. Decommissioning2 • Recovery of metals Recycling policy • Completion of • Ensuring safe and 8,
and re-use of Deep Panuke sustainable 13,
machinery – and SBM operations decommissioning recycling of asset 14
application of EU decommissioning and recycling
Ship Recycling processes and teams
Regulation (or
equivalent)
• 2023: Progress of
Deep Panuke
recycling, yard
selection for FPSO
Capixaba
Overall Impact
Alongside climate change, one of the major challenges of our time, geopolitical events continued and intensified. This led to
continued higher energy prices after periods of strong inflation, impacting the world at large. SBM Offshore’s material topics
reflect SBM Offshore’s impacts − both positive and adverse − and the effects SBM Offshore’s business has on the economy,
the environment and society. SBM Offshore’s vision, mission and strategy are framed by climate change mitigation − with net
zero commitments and a mission to reduce carbon intensity and increase alternative energy. This business brings value to its
stakeholders, whilst minimizing potentially adverse impacts to people and the environment.
SBM Offshore has been able to balance ’business as usual’ against a back-drop of a continued turbulent geopolitical
environment, 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 capabilities to deal with complexity, develop
technologies for the energy transition, deliver projects on time and within budget and operate assets safely and sustainably.
1 As per January 22, 2024.
2 New Material topic as per August 2023. Details can be found in section 2.1.12.
MARKET SEGMENTATION
Terminals
Hydrocarbon Energy The Catenary Anchor Leg Mooring (CALM) or Single Point
Mooring (SPM) terminal is a floating buoy that performs the
FPSO
dual function of keeping a tanker moored and transferring
SBM Offshore delivers FPSOs that process well fluids into
fluids while allowing the ship to weathervane.
stabilized crude oil for temporary storage on board, before
SBM Offshore provides full lifecycle solutions for terminals,
being transferred to a shuttle tanker for export from the
including design, engineering, construction, installation
field. Oil and gas enhanced recovery systems − such as
and aftersales services.
water injection, gas injection, chemical injection and gas lift
systems − are used to improve efficiency and production
levels. SBM Offshore’s latest FPSO designs include CO2
removal from gas streams for reinjection into the well
offshore.
bpd
SEGMENTATION OF OFFSHORE
WIND ENERGYOFSOLUTIONS
SEGMENTATION OFFSHORE
WIND ENERGY SOLUTIONS
AMSTERDAM SHANGHAI
SBM Offshore Head Office
NANTONG
HOUSTON SCHIEDAM QIDONG
THUNDER HAWK
MONACO YANTAI
DeepDraftSemi®
CARROS TIANJIN
QINGDAO
MARLY
PORTO
SHANGHAI
LUANDA BANGALORE
GEORGETOWN FPSO MONDO
SHOREBASE FPSO SAXI BATUQUE
FPSO LIZA DESTINY N’GOMA FPSO
FPSO LIZA UNITY SINGAPORE
MALABO
FPSO PROSPERITY
VITÓRIA FPSO SERPENTINA
FPSO CAPIXABA FPSO ASENG
FPSO CIDADE DE ANCHIETA
RIO DE JANEIRO KUALA LUMPUR
SHOREBASE SHOREBASE
SÃO JOSÉ DO NORTE FPSO ESPIRITO SANTO FPSO KIKEH
FPSO SEPETIBA
ANGRA DOS REIS
SANTOS
FPSO CIDADE DE PARATY
FPSO CIDADE DE ILHABELA
FPSO CIDADE DE MARICÁ
FPSO CIDADE DE SAQUAREMA
OUTLOOKOF
OUTLOOK OFWORLD
WORLD ENERGY
ENERGY DEMAND
DEMAND
The industry has inherent safety and compliance risks The financial materiality assessment confirmed the topics
owing to the physical nature of the business (safety) and that were material from an impact perspective.
E S G
• Energy transition • Employee wellbeing • Ethics & compliance
• Emissions • Health, safety & security • Operational excellence & quality
• Innovation • Human rights • Economic impact
• Climate change • Market positioning • Digitalization
• Pollution • Diversity & inclusion • Organizational change management
• Water and marine resources • Equal treatment in the value chain • Tax
• Biodiversity and ecosystems • Local communities
• Waste management and circularity • Rights of indigenous
• Decommissioning
IMPACT FINANCIAL
MATERIALITY MATERIALITY
CONCLUSION CONCLUSION
Actual, Potential, Positive Risks & Opportunities
and Adverse impacts and Capitals impacts
OVERALL RESULT
E S G
ENERGY TRANSITION SAFE & INCLUSIVE VALUE BASED ACTION,
TOWARDS NET ZERO PEOPLE ENVIRONMENT HIGH ETHICAL STANDARD
1.3 STRATEGY AND VALUE interrupting the essential supply of energy needed to
support societies. The contribution and participation of
CREATION
global energy companies and service providers such as
1.3.1 VISION AND VALUES SBM Offshore are essential to achieving a responsible
energy transition. Many people, especially in less
OUR VISION developed economies, depend on the experience and
Safe, sustainable and affordable energy for generations to resources of those companies. This is where SBM Offshore’s
come will require renewable energy and cleaner forms of products can play a role. SBM Offshore is partnering with
fossil energy. SBM Offshore is committed to this, by others for this purpose, sharing experience to make it
embedding climate-change-related actions without happen.
SBM Offshore believes the oceans will provide the world with
safe, sustainable and affordable energy for generations to come.
ENERGY SECURITY
ENERGY ENERGY
SUSTAINABILITY AFFORDABILITY
1.3.3 VALUE CREATION efficient, with a lower carbon footprint, and a leading
uptime and safety track record. This platform is based
Supplying safe, sustainable and affordable energy from the
around the contractual backlog, which provides cash-
oceans is the basis for long-term stakeholder value, which is
flow visibility up to 2050. It is evolving, with new
supported by the 12 material topics, forming the basis for
generations of lower emission products set to be added.
sustained value creation. Value is defined by the results
• The Transition value platform is dedicated to further
achieved on the material topics, the associated benefits for
enablement of the energy transition and business
SBM Offshore’s stakeholders and the impact. The value is
transformation. SBM Offshore seeks to be a leading
delivered through SBM Offshore’s value platforms, defined
supplier and operator of floating energy solutions with a
below, and by assigning resources to activities along the
focus on competitiveness through Fast4Ward® and
project lifecycle (business model). The outputs from the
reducing the carbon footprint of future assets through
business model create value for stakeholders and have
emissionZERO®. This platform aims to deliver new and
SDG contributions. For detail on the value created and
improved value propositions to market. As such,
preserved, and the impacts potentially leading to value
SBM Offshore is investing in alternative energy
erosion, refer to sections 1.4.2, 1.4.3 and chapter 2.
technology development, especially in floating offshore
wind, energy storage, alternative energy sources (e.g.
VALUE PLATFORMS hydrogen, ammonia) and in facilitating the Carbon
At SBM Offshore, there is a belief that there is a value-
Capture and Storage value chain. Transition also covers
premium for investing in the future. Business activities are
activities that leverage SBM Offshore’s operational data,
organized to maximize financial and societal value,
digital solutions, and expertise to continue to deliver
benefiting SBM Offshore’s stakeholders.
value to its customers.
BUSINESS DEVELOPMENT
Co-development in renewables
Early engagement with FPSO clients
for low emission solutions
EVALUATION
EXECUTION
EXPLORATION
EPCI
Engineering & Design
Procurement
Financing
Construction
Installation
ABANDONMENT PRODUCTION
DECOMMISSIONING OPERATIONS
& MAINTENANCE
ENERGY TRANSITION
52.3% EU Taxonomy
eligible R&D
EMISSIONS
MANUFACTURED 5.9 million tonnes of
5 FPSO projects scope 1, 2, 3 emissions
16 assets in fleet
An all-electric drive FPSO
in the emissionZERO®
portfolio
BUSINESS DEVELOPMENT
NATURAL INNOVATION
9 innovations
E
Iron
BUSINESS DEVELOPMENT reached TRL 4
64.3 million GJ BUSINESS DEVELOPMENT
energy use Energy transition
E
EMPLOYEE WELLBEING towards net zero
13% employee
turnover rate
EPCI
HUMAN
BUSINESS DEVELOPMENT EMPLOYEE HEALTH,
E
7,416 SBMers
EPCI SAFETY & SECURITY
EPCI
0.08 TRIFR
E
S S
HUMAN RIGHTS
SOCIAL
Partners
OPERATIONS
& MAINTENANCE
100% of new suppliers
qualified signed supply
S S
Suppliers
Clients
EPCI
OPERATIONS
chain charter
S
& MAINTENANCE MARKET POSITIONING A safe and inclusive
Stakeholders 95th S&P Global ESG environment where
people inspire and
G
Rating
OPERATIONS
& MAINTENANCE OPERATIONAL
empower each
S
other
G S
G
DECOMMISSIONING EXCELLENCE &
INTELLECTUAL QUALITY
G G
OPERATIONS 95.6% Uptime
122 patent families & MAINTENANCE
DECOMMISSIONING
388 cumulative years
of experience ECONOMIC IMPACT
Standards US$1,319 million EBITDA
G
Systems
DECOMMISSIONING
Processses
DECOMMISSIONING
ETHICS & COMPLIANCE
0 confirmed cases of G
corruption
FINANCIAL Values-based
actions to achieve
2023: DIGITALIZATION high ethical
US$30.3 billion 56% increase of standards
directional data signals
pro-forma backlog
DECOMMISSIONING
DPK/CPX recycling
26 - SBM OFFSHORE ANNUAL REPORT 2023 projects
1.4 IMPACT, RISK AND pursuit of its strategic objectives, aligned with its material
topics. It provides guidelines in terms of the amount of risk
OPPORTUNITY MANAGEMENT
that SBM Offshore is willing to accept in protection or
SBM Offshore seeks business opportunities, whilst pursuit of value. In line with the Dutch Corporate
managing risks and adverse impacts. Sections 1.2 and 2.1 Governance Code, the Management Board reviews the Risk
describe the impacts and section 1.3 provides detail on Appetite Statement annually to ensure that SBM Offshore
business activities and associated opportunities. This maintains the balance between risk and opportunity while
chapter describes the risk appetite and approach of creating value for its stakeholders. Each Risk Appetite
SBM Offshore to understand and act on potential adverse Statement has underlying metrics which are measured on a
impacts. quarterly basis and results are presented to the Audit
Committee.
1.4.1 RISK APPETITE
The significant parts of SBM Offshore’s Risk Appetite
The Risk Appetite Statement 2023 sets the guidance and Statement, and their mapping against Material Topics, are
boundaries for the activities conducted by SBM Offshore in displayed below.
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 purposely conduct any Risks within activities to be avoided with Risks within activities to be mitigated
activity breaching this risk appetite appropriate actions and monitored
1.4.2 SIGNIFICANT IMPACTS, RISKS AND The key processes to manage impacts, risks and
OPPORTUNITIES TO THE BUSINESS opportunites are:
• Internal Risk Management and Control System (see
As SBM Offshore delivers on its opportunities and manages section 3.5.1).
its risk appetite, it faces business risks with potential • HSSE risk identification.
financial consequences, described in the table below. • Human Rights Due Diligence, as part of supplier and
These risks are linked with SBM Offshore’s material topics, yard qualifications.
as per its risk breakdown structure and the risk appetite • Environmental and Social Due Diligence, as part of
mentioned above. The outcomes of risk management project financing.
processes and tooling are used in the double materiality • Alignment with clients' Environmental Impact
assessment explained in section 1.2.2. Assessments.
• Client Relationship and Opportunity Management
Key opportunities for the business are related to the energy Process.
transition and flow from the reduction of emissions, the
growth of alternative energies, innovation and For further details on the approach to impacts, risks and
decommissioning of aging assets. These opportunities are opportunities, please refer to sections 2.1 and 3.5.1.
incorporated in SBM Offshore’s strategy and explained
under section 1.3.2. The financial performance resulting
from this strategy is detailed in chapter 4.
Competitiveness
Third parties
Project execution
RISK IS RISK IS
INCREASING DIMINISHING RISK IS STABLE
Transformation
* Management assessment of how the inherent risk
Cybersecurity and data protection exposure (i.e. excluding SBM Offshore’s mitigating
measures) is expected to develop in the coming 3 years.
Human capital
Decommissioning
Strategic Risks
Climate change Impact of an Miss opportunities if SBM Offshore continuously updates its offerings in light
accelerated energy not succeeding (i) to of the changing energy landscape. It is enhancing
transition driven by market competitive products from its New Energies and Services (NES)
climate change. technologies and/or portfolio through investments. In addition, SBM Offshore
(ii) enhance the aims to decarbonize its existing and new units through
energy efficiency of emissionZERO®.
existing offerings. See sections 1.4.3 and 2.1.10
Geopolitical Impact of geopolitical Events impacting the SBM Offshore actively monitors worldwide situations and
events events on activities of successful completion acts to reduce potential negative consequences. This
SBM Offshore of SBM Offshore’s includes pursuing diversification strategies, monitoring
globally. projects and/or sanctions and incorporating suitable contract clauses for
impact the safe, risk mitigation.
affordable and
sustainable
operations of
SBM Offshore’s fleet.
Technological Deployment of Impact on safety, SBM Offshore employs Technology Readiness Level (TRL)
developments immature new quality and/or assessments of new technologies, which are verified at
technologies or schedule, business several stages during the development phase before
implementing proven reputation or financial being adopted on projects. A technical assurance
technologies results. function ensures compliance with internal and external
incorrectly. technical standards, regulations and guidelines.
See section 2.1.9.
Portfolio Concentration of Impact from changes SBM Offshore continues to achieve a more balanced
fossil-fuel related in local legislative and portfolio by developing low emission products and
business activities in business diversifying into new markets, with different products,
Brazil and Guyana. environment, such as alternative energies. SBM Offshore conducts risk
affecting business assessments before any new country entry and actively
results. engages with its clients to monitor and mitigate the
respective country-related regulatory, commercial and
technical risks.
See section 1.2.1.
Competitiveness SBM Offshore Impact to deliver To drive better performance, delivered faster,
Product Lines are in − projects in an SBM Offshore has taken various initiatives in relation to
or could be facing − affordable manner, digitalization and standardization, which are the basis for
harsh market leading to SBM Offshore’s Fast4Ward® approach.
conditions. deterioration of See section 2.1.
financial results.
Third parties Activities of financial, Impact on safety, Through robust processes, executed by subject-matter
strategic and/or environment, people, experts within the relevant functions of SBM Offshore,
operational partners quality and/or SBM Offshore aims to select appropriate parties to work
impact schedule, business with. Examples of functions involved are Supply Chain,
SBM Offshore’s ability reputation or financial Construction, Compliance and Human Rights.
to build new business results. See sections 2.1.4.3 and 2.1.3.
and execute projects.
Operational Risks
Process safety Potential acute or Impact on people, the SBM Offshore aims to reduce major accident hazard
events chronic exposure to environment or exposure through the application of a Process Safety
hazards during assets. This can have Management (PSM) framework to manage the risk under
SBM Offshore’s further impact on the pillars of People, Process and Plant. These are
product life cycle. other risks (such as underpinned by a culture built on SBM Offshore’s values
human capital and of Care and Ownership, and supported by assurance and
funding). continuous improvement practices through the product
lifecycle.
See section 2.1.2.
Project execution Inherent project risks Impact on people, the Proper business-case analysis, suitable project
exist, owing to a environment, management capabilities and capacities, combined with
combination of reputation, cost and SBM Offshore’s ways of working, processes and
potential effects of schedule. procedures, mitigate project execution risk. Additional
geo-political, risk-mitigating measures are in place related to the
regulatory, technical knowledge and understanding of the countries in which
and third-party risks. project execution and delivery take place.
See section 2.1.4.
Transformation Benefits of Impact on Change management is a key success factor of the main
SBM Offshore’s SBM Offshore’s programs. Change management ambassadors have been
Fast4Ward®, competitiveness. appointed and are working closely with the business in
Float4Wind®, the journey towards the new ways of working.
emissionZERO® and See sections 2.1.8 and 2.1.9.
Digitalization
programs are not
realized.
Cybersecurity Intrusion into Business interruption, The evolving nature of cybersecurity threats requires
and data SBM Offshore’s data loss of data and ongoing attention. There is continuous improvement to
protection systems affecting financial impact, such reduce risks through investment in hardware, software,
onshore and offshore as recovery costs monitoring and awareness training. The ability of the IT
activities as well as and/or fines. architecture and controls to withstand cyber-attacks and
secondary risks such follow recognized standards is subject to 24/7 monitoring,
as theft of cash independent testing and audits.
and/or confidential
info.
Human capital Inability to attract and Impact on SBM Offshore remains focused on the health and
retain the correct SBM Offshore’s wellbeing of employees. To maintain capacity and
capacity and operations and capabilities, SBM Offshore has streamlined its operating
capabilities of human quality of execution model and engages in partnerships. A talent
resources to support of projects. development program is in place to engage and retain
projects, as well as to key personnel, thereby ensuring a sustainable future.
maintain the fleet. See section 2.1.5.
Supply Chain Fluctuating energy Increased prices To mitigate exposure from supply chain risks,
constraints prices and market charged by SBM Offshore is working across functions to set a good
constraints can put SBM Offshore’ssuppli foundation encompassing organizational structure, new
increased pressure on ers and vendors with ways of working and skills development.
SBM Offshore’s an inability to transfer See section 2.1.4.3.
supply chain. these costs.
Decommissioning Impacts arising from Decommissioning SBM Offshore has gained significant experience in
complex dismantling aging offshore oil and decommissioning assets after their useful life and it will
operations of ageing gas structures carries continue to mature processes and competencies,
assets. multifaceted impacts. including knowledge of applicable laws and regulations
Underestimation of and selection of suitable partners for dismantling
dismantling costs in operations.
line with applicable
laws and regulations
may lead to
significant financial
liability and cost
overruns.
Environmentally, it
raises concerns about
the disposal of
materials which can
cause significant
environmental and
reputational damage.
Compliance with
regulations and
addressing safety
risks are crucial, while
stakeholder
engagement is vital
to manage differing
perspectives and
potential social
impacts within
communities.
Financial Risks
Funding Increasing constraints Impact on SBM Offshore actively monitors its short and long-term
from financial SBM Offshore’s liquidity position, including the Revolving Credit Facility
institutions being growth and ability to (RCF) and cash in hand. SBM Offshore aims to have
exposed to fossil fuel- take on new Lease & sufficient headroom within the financial ratios agreed with
related projects. Operate projects. RCF lenders. Adequate access to funding is secured
through using existing liquidity, entering into bridge loans
Impact to and long-term project financing, and by selling equity to
SBM Offshore’s ability third-parties. Debt funding is sourced from international
to finance its ongoing banks, capital markets and Export Credit Agencies.
activities. Opportunities are monitored to recycle capital through
refinancing in the bond markets and executed if
favorable.
Compliance Risks
Changes in laws Adverse changes in Fines, sanctions or SBM Offshore takes great care to carry out its activities in
and regulations tax and regulatory penalties. compliance with laws and regulations, including
frameworks, for international protocols and conventions. SBM Offshore
example the values public perception and good relationships with
implementation of authorities and is committed to acting as a good
the Global Anti-Base corporate citizen. The close monitoring of laws and
Erosion Proposal regulations is carried out continuously and substantive
(GloBE) – Pillar Two, changes are escalated.
or laws that require The final assessment on Pillar Two legislation will be
certain levels of local known only when final legislation, including all
content. administrative guidance, will be enacted in the domestic
law of the relevant jurisdictions.
The OECD has finalized its additional guidance but
further discussions and consultations are taking place and
will continue in 2024 which means that SBM Offshore has
to continue with the efforts to assess and understand
requirements accordingly. The financial risk of change in
laws and regulations is mitigated as much as possible in
contracts. Refer to section 3.7.
Governance, Fraud, bribery or Financial penalties, SBM Offshore’s Compliance Program provides policy,
transparency and corruption harming reputational damage training, guidance and risk-based oversight and control of
integrity SBM Offshore’s and other negative compliance, to ensure ethical decision-making. The use
reputation and consequences. of digital tools supports the continuous development of
business results. SBM Offshore’s Compliance Program. SBM Offshore’s
Core Values, Code of Conduct and Anti-Bribery and
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 and 3.5.2.
1.4.3 CLIMATE CHANGE IMPACT, RISK and emissions material topics. At regular performance
AND OPPORTUNITY management meetings, the performance of New Energies
and the emissionZERO® transformation program is
SBM Offshore’s ambitions as an energy transition company reviewed. On a quarterly basis, progress on the UN SDGs
are founded on the physical and transitional challenges that are discussed, including climate-change-related company
climate change brings. SBM Offshore is committed to a targets. Climate change risk and opportunities are also
responsible transition in which energy stays affordable to discussed as per the risk-management cycle described in
society, while addressing climate change impacts from section 3.5. Outcomes of these meetings are, for example,
greenhouse gas emissions from more traditional forms of the risk appetite statement mentioned in section 1.4.1, the
energy. SBM Offshore applies these insights to its strategy long-term goals described in section 2.2 and the climate
development and actions as part of its Enterprise Risk change ambitions and scenarios described in this
Management process. The sections below cover the paragraph. Furthermore, climate change mitigation
mitigation of significant risks relating to climate change and measures and KPI’s, including GHG emission targets, are
portfolio risk, as explained in section 1.4.2. embedded in the remuneration of the management
bodies, as can be read in section 3.3.2.
Climate change management is discussed at Management
Board level, in particular as part of the energy transition
3
50% GHG INTENSITY REDUCTION
2030 100% GREEN ENERGY 2 ZERO ROUTINE FLARING 4
SBM Offshore envisages applying a science-based 4. Disclose performance, leveraging above standards to
approach, using key frameworks, such as below, or disclose in this report and the CDP Benchmark.
equivalent:
1. Assess the impact on the business using frameworks The transition path towards its net zero ambitions is
from the Task Force on Climate-Related Financial supported by:
Disclosures (TCFD). 1. SBM Offshore’s emissionZERO® program.
2. Set targets, using guidance from the Science Based 2. Development of new technologies and projects
Targets initiative.4 targeting new energies.
3. Measure performance, based on guidance from the 3. The optimization of energy use and emissions of
Greenhouse Gas Protocol and the EU Taxonomy. downstream leased assets (FPSO) up to end of
4
In March 2022, SBTi released its policy to pause target commitments and contract.
validations for fossil fuel companies while development of the framework 4. Deployment of green energy in SBM Offshore office
continues. As such, SBM Offshore awaits further updates to consider
submission of targets for validation. Untill that point, SBM Offshore uses locations.
SBTi's generic net zero target setting guidance.
Information on ambitions, achievements and future With regard to financial resources allocated to the above
developments that support the above path can be found in path and associated actions − OPEX and CAPEX − the EU
sections 2.1.7 , 2.1.9 and 2.2. Taxonomy disclosure in section 5.1.5 provides further detail,
explaining investments in new energies and related
The above actions mainly relate to the time-frame up to technology. Non-eligible activities relate mainly to the oil
2030, due to the pressure-build on global climate goals. As and gas business. R&D OPEX related to this business is
per explanation under section 1.2.1, the demand for energy largely allocated to initiatives that increase energy
continues to grow. The composition of the energy mix, in efficiency and lower emissions. More significant CAPEX will
particular beyond 2030, is uncertain. Even scenarios aligned be needed, from the readiness of the emissionZERO® FPSO
with a well-below 2 degrees and 1.5 degrees global onwards (targeted 2025). For this to materialize,
warming future still seem to require fossil energy to fulfill SBM Offshore is dependent on investment decisions taken
global energy demand towards and beyond 2050. Although by its clients.
a global mediation mechanism to allow for selection of the
lowest emission energy sources does not yet exist, The above approach supports SBM Offshore in the framing
SBM Offshore − supported by external views − sees of targets and actions in light of the global guidance from
deepwater oil and gas projects as an affordable, low carbon the Paris Agreement. These ambitions reflect the current
intensity source of energy going forward. Any residual understanding of the business and are subject to further
emissions − after avoidance and reduction of emissions − development in the future.
would have to be balanced for a net-zero future. This can
NZE scenario SBM Offshore also sees the risk of delay in product
• Key risks are: the decrease in demand and access to development materializing, mostly in offshore wind. Some
funding for FPSOs with a traditional emissions profile; companies in the industry have faced financial setbacks due
insufficient internal resources to address the energy to price inflation and countries’ lower appetite for
transition; and increasing carbon taxes. subsidies. SBM Offshore is keeping a selective approach to
• Key opportunities are: the development of new, cleaner its New Energies pillar and future offshore wind business,
solutions that address the energy transition and the focusing on viable projects with a scale that drives the
ability to attract new investors supporting affordability of renewable energy.
SBM Offshore’s sustainability agenda. A carbon price
would also lead to a more favorable business case for The graph and tables below provide further detail. Any
emissionZERO® products. financial risks are described further in section 4.3.27.
Scenarios are part of an ongoing process to challenge
The bottom-line impact of the scenario for SBM Offshore’s perspectives on future business environment, rather than to
traditional markets could be significant if unmitigated and, predict outcomes.
as such, it is covered by scenario planning under
SBM Offshore’s Group Strategy Development and
Performance Management approach.
100
90
Million barrels per day (Mbpd)
80
70
60
55
50
40
30 29
24
20
2020 2025 2030 2035 2040 2045 2050
Announced Pledges Scenario Net Zero Emission Scenario Decline Rate of Actual Global Produc�on
OVERALL IMPACT
SBM Offshore is making progress on its ambitions and
longer-term objectives explained in section 1.1.3. Examples
are the milestones reached in net zero product
development (explained in detail in sections 2.1.7 and
2.1.10), the achievement of Human Rights initiatives in key
regions, living up to its zero tolerance commitment on
misconduct and its ability to finance new projects.
The execution of this work is delegated to the business and The compliance platform includes the following tools:
functions as mentioned in this section, with performance • Compliance e-Learning, with training hours and
management supervised by the Management Board, completion ratio data available by employee target
explained in chapter 3. An overview of policies and key group.
processes governing each material topic is provided in • Automated continuous monitoring of third parties (due
section 5.1.2. diligence process).
• Registration and approval of charitable contributions
Going forward, SBM Offshore will further enhance the and sponsorships.
relevance, transparency, comprehensiveness and • Gifts, hospitality and entertainment registration and
comparability of information disclosed about its material approval.
impacts, risks and opportunities, in accordance with the • Annual compliance statements of designated staff.
Corporate Sustainability Reporting Directive (CSRD) and
the European Sustainability Reporting Standards (ESRS) As part of performance management processes,
requirements, which are due to be complied with in the SBM Offshore sets, monitors and reports on compliance
2024 Annual Report. The ESG table in section 5.4 contains KPIs. Quarterly compliance reports − including follow-up to
references to ESRS, whilst GRI remains the reporting action for improvement − are discussed with the
framework applied over 2023. Management Board and the Audit Committee of the
Supervisory Board.
2.1.1 ETHICS AND COMPLIANCE
2023 PERFORMANCE
MANAGEMENT APPROACH In 2023, SBM Offshore continued to promote a speak-up
In all the communities in which it operates, SBM Offshore is
culture and adherence to the Code of Conduct through:
committed to conducting its business honestly, ethically
• Code of Conduct e-Learning for all staff (including
and lawfully. Integrity is vital to maintaining the trust and
Management Board), including speak up and non-
confidence of stakeholders in SBM Offshore’s long-term
retaliation.
value creation. SBM Offshore does not tolerate bribery,
• Tailored speak up and investigation training for HR
corruption, fraud, or violations of trade sanctions, anti-
leaders.
money laundering or anti-competition laws, or any other
• Psychological safety part of the Executive Leadership
illegal or unethical conduct in any form.
Program.
• Tailored training for functions with higher exposure to
SBM Offshore’s aim is to enable its employees and business
compliance risks, such as Supply Chain Management.
partners to make the right decisions, with commitment to
integrity at all levels. Therefore, all employees, and those Other notable developments and achievements in 2023
working for or on behalf of SBM Offshore, must embrace • Improvement of global geographical presence of the
and act in accordance with the Core Values of compliance team.
SBM Offshore (see section 1.3.1), the Code of Conduct and • Organization and focus on business needs and priorities.
SBM Offshore’s compliance policies and procedures. The • Expanded reach offshore through the Compliance
Code of Conduct, which builds on SBM Offshore’s Core Ambassadors Program.
Values, is a guide for behavior and reflects the commitment • No confirmed instances of corruption occurred during
of SBMers to lead the business responsibly, beyond 2023.
compliance with rules.
More on how SBM Offshore manages ethics and
For further details on SBM Offshore’s management compliance can be found on its website and for further
approach, its purpose and its assessment, refer to sections information about its performance, refer to section 5.2.5.
1.4.1, 3.5.2 and 5.2.5.
SBM Offshore continued to expand HSSE initiatives in Following the 2022 Health and Wellbeing Survey that
2023, including: served to understand baseline wellbeing levels and risks,
• Implemented the Serious Injuries and Fatalities (SIF) SBM Offshore kicked off the Wellbeing Matters Program.
Prevention program and its related initiatives. The program addresses feedback from the survey and is
• Continued rolling out the Hazards and Effects focused around mental health, presentism, work-life
Management Process (HEMP) in operation and balance, job stress and workplace injury/illness. The
execution scopes. The HEMP is the name of Wellbeing Matters Program offers various sources of
SBM Offshore’s approach to managing the risk of Major support for employees’ physical and mental health and
Accident Hazards (MAHs) and their associated potential wellbeing, such as Employee Assistance Program (EAP),
Major Accident Events (MAEs) associated with the occupational health services and company instructions and
operations of the fleet. The HEMP runs throughout the training in fatigue management and mental health.
lifecycle of an asset.
• Completed the roll-out of the Incident Management/ In the journey to Target Excellence, SBM Offshore has
Corrective Action Preventive Action (IM/CAPA) module engaged with workers and representatives to improve
in the new Company ERP system, to upgrade the HSSE standards and ways of working – through Inherent
existing system. Safety Design, a solid Permit to Work system and the Safety
• Maintained security controls on SBM Offshore’s Leadership program across SBM Offshore.
activities.
• Maintained compliance with certification requirements The following graph shows that SBM Offshore’s Total
on shore bases and offshore units. Recordable Injury Frequency Rate has remained below the
Organized the company-wide Life Day. International Association of Oil and Gas Producers’ (IOGP)
• Continued the implementation of the MedFit Program, a average since 20185. This is part of SBM Offshore’s journey
medical examination program administered by towards its aim to be top 10% in the IOGP benchmark by
SBM Offshore in partnership with International SOS. 2030.
• Increased health and wellbeing awareness, training and
5
For this graph normalized per 1 million exposure hours; includes IOGP
health programs, including on preventable diseases. Contributing Members (maximum, average, minimum).
5
SBM Offshore
4
IOGP Average
3 IOGP Max
2 IOGP Min
0
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
SBM Offshore executed a Human Rights Impact Assessment on operations in Guyana, in association with an independent
third party. SBM Offshore’s own workforce and suppliers – including their workers and subcontractors – local communities,
and indigenous groups were consulted.
SBM Offshore contributes to direct job creation and workforce upskilling, with opportunities available for local recruits to
access supervisory or managerial positions through developmental programmes such as the graduate engineering
programme and the trainee technician programme. SBM Offshore is directly employing over 120 Guyanese employees,
including workers at the shore base, and through subcontractors. Indirect jobs have also been created, providing economic
benefits. SBM Offshore has developed a training centre, enabling a Guyanese workforce to operate and maintain its FPSOs
in Guyana.
Adverse impacts caused, contributed, or are directly linked to SBM Offshore’s subcontractor contracts’ terms and conditions
and a lack of gender diversity in offshore supervisory roles. Local community members expressed concerns about pollution
related to emissons, wastewater, storage of waste on land and risks of oil spills. Follow up actions from this assessment are
ongoing.
OPERATIONAL EXCELLENCE
Assure and improve
2.1.4.1 OPERATIONAL EXCELLENCE AND with the Product Lines, Global Resources and Services and
QUALITY Operations organizations – for instance on the analysis of
Operational Excellence and Quality includes themes such past performance and definition of lessons learned. These
as ’Operational Governance’ (section 3.7) and ’Target feed improvement of business processes and tools within
Excellence’ focusing on ’No Harm, No Defects, No Leaks’. the organization.
This creates an environment to share SBM Offshore’s
experiences by leveraging collective knowledge, improving Through the above, SBM Offshore mitigates risks related to
organizational learning and fostering collaboration. project execution, process safety, human capital, changes
in laws and regulations and operational risks such as loss of
MANAGEMENT APPROACH integrity of aging assets, loss of certificate of class and
The topic of Operational Excellence is embedded in disruption to the supply chain.
SBM Offshore’s projects, supply chain and fleet operations,
and supported by the Operational Excellence Function and 2023 PERFORMANCE
the Quality and Regulatory Function. During 2023, all SBM Offshore’s offshore facilities were
accepted by all relevant authorities and regulators, with all
SBM Offshore remains committed to full compliance with related permits, licenses, authorizations, notifications and
all applicable laws and regulations. SBM Offshore delivers certificates duly granted and maintained. Offshore facilities
products and services meeting regulatory requirements and have also remained in Class at all times, as required from
applicable specifications and requirements imposed by both statutory and insurance perspectives. SBM Offshore
relevant stakeholders, by: incurred one operational fine that exceeded the threshold
• Promoting a quality and compliance culture. for the category of fines considered ‘significant’ (see
• Maintaining SBM Offshore’s certification to the ISO section 5.2.5).
9001:2015 Standard.
• Providing systematic identification of applicable Furthermore, SBM Offshore actively promoted ’Target
regulatory requirements and ensuring their Excellence’ through – amongst others – workfront
implementation. engagements, stand downs at yards, vessels and offices.
• Achievement and maintenance of conformity, SBM Offshore is proud of:
compliance and acceptance of SBM Offshore’s products • Renewal of SBM Offshore’s ISO 9001:2015 certification.
and services. • Effective use of independent third parties for inspection,
• Supporting continuous improvement of business verification and assurance services related to Execute
processes and ways of working. and Operate activities.
• Development and launch of the ’Quality Journey’
A key aim of the Operational Excellence function is to program.
create a culture of continuous improvement within • Organization of a global ’World Quality Week’.
SBM Offshore. The function works in close collaboration
2.1.4.4 FLEET The majority of these incidents have been relatively minor
in nature and the number of events with potential for
MANAGEMENT APPROACH significant injury or Process Safety consequence have
The ‘Ocean Infrastructure’ value platform encompasses reduced as a result of ongoing focus on leading activities
a fleet of 15 FPSOs and 1 semi-submersible unit, targeting areas of most risk.
geographically distributed across the globe. To support the
energy transition, the fleet aims to provide traditional Initiatives and developments to enhance operational safety,
hydrocarbon energy with the lowest possible carbon process safety, quality and efficiency were progressed
emissions during the production phase. The fleet adheres throughout the year:
to, and applies, the management approach of the wider • Ongoing deployment of the health and wellbeing
SBM Offshore organization. Key to this are policies, program.
commitments and mechanisms described in sections 2.1.2 • Maintained focus on Process Safety Management,
and 2.1.4. There is a sharp focus on continuous barrier management and enhanced Marine Safety.
improvement. This is achieved by identifying learning • Development and piloting of an enhanced Operational
opportunities and embedding the resultant lessons into Assurance Program.
SBM Offshore’s corporate memory; the Group Enterprise • Implementation of a revised online Competence
Management System (GEMS) and Group Technical Assurance System.
Standards (GTS).
Development of Operations
An experienced workforce comprising of more than 3,600 • In 2023, two new units were delivered:
personnel ensures the safe, reliable and efficient operation ◦ FPSO Prosperity joined the fleet in Guyana, achieving
of SBM Offshore’s offshore assets, generating predictable first oil on November 14, 2023.
and sustainable revenue and operating cash-flows for the ◦ FPSO Sepetiba joined the fleet on January 2, 2024,
business. achieving first oil on December 31, 2023.
• In Brazil, decommissioning of FPSO Capixaba
The SBM Offshore fleet had the following historic continued, the unit is scheduled to depart Brazilian
performance: waters early in 2024.
• Over 7.2 billion barrels of production cumulatively to
date.
6
The cumulative contract years of operational experience is calculated
• 10,840 oil offloads cumulatively to date. based on the number of days in operations from first oil for each unit until
the last day that SBM Offshore has operated and continue to operate,
divided by 365.
06/2013 06/2033
FPSO Cidade de Paraty
11/2014 11/2034
FPSO Cidade de Ilhabela
02/2016 02/2036
FPSO Cidade de Maricá
2025 2050
FPSO Almirante Tamandaré*
2025 2047
FPSO Alexandre de Gusmão*
2025 2027 2033
FPSO ONE GUYANA*
2023
2006 2018 2030 2042 2054 2066
* Under construction. (4) Noble Energy EG Limited is now a wholly-owned indirect subsidiary
(1) FPSO Serpentina is owned by the client and is operated by Gepsing – of Chevron Corporation.
a subsidiary between SBM Offshore (60%) and GEPetrol (40%). (5) ENI Angola SpA merged with BP to form a new Incorporated Joint Venture in
(2) Decommissioning of FPSO Capixaba continued in 2023 and the unit is Angola (‘Azule Energy’).
scheduled to depart Brazilian waters early in 2024.
(3) Conditional contractual extension options until 2031. SBM OFFSHORE ANNUAL REPORT 2023 - 55
2 PERFORMANCE REVIEW AND IMPACT
SBM Offshore is implementing the Pro-active Integrity
Program for the fleet to avoid reoccurrence and to instill a
FLEET OIL PRODUCTION CAPACITY
strong integrity culture in which SBM Offshore prioritizes
(bopd)
compliance with inspection schedules, implementation of
2,200,000 new technologies and corrosion prevention.
2,000,000
The new Asset Management Philosophy introduced in 2022
1,800,000 * was further developed in 2023 based on initial feedback.
1,600,000 The main purpose is defined as providing maximum
availability of the Production, Marine and Safety systems on
1,400,000 SBM Offshore's assets, by ensuring reliability and integrity
1,200,000 through the lines of defense model as follows:
1. Predict: leveraging digital and artificial intelligence
1,000,000 solutions to perform surveillance and early
800,000 identification of potential anomalies.
2. Prevent: enriched asset management tools to improve
600,000 the quality and efficiency of maintenance and
400,000 inspection activities.
3. Recover: robust anomaly management and response to
200,000 ensure that recovery from events is addressed and in
0 the shortest possible time.
2019 2020 2021 2022 2023 4. Improve: continuous improvement through feedback of
The fleet capacity of oil production per day operational experience into the design process for new
in 2023 was 2,019,000 barrels of oil. builds and the operating fleet.
* including FPSO Capixaba 100,000 bopd
The main strategic focus in 2023 was to optimize the
maintenance and inspection workload offshore in order to
free up resources to perform hull and piping integrity
FLEET UPTIME DATA inspection and fabric maintenance campaigns on all assets.
FOR PERIOD 2018 – 2022
The optimization resulted in a 30% reduction in
maintenance work orders and a positive trend of
2019 2021 20233 compliance with the class hull inspection program can be
99.4% 99.1% 20221 98.2% observed.
97.2%
Responsible Recycling
SBM Offshore commits to the safe and environmentally
sound recycling of assets at the end of their lifecycle,
performed in full compliance with SBM Offshore’s
Responsible Recycling Policy, applying – amongst others –
2020 20222 20232 the principles of the EU Ship Recycling Regulation
99.0% 91.1% 95.6% 1257/2013 or equivalent.
HR CYCLE
CONTINUOUS FEEDBACK
& ACHIEVEMENTS
All year long
PERFORMANCE REVIEW
& OBJECTIVE SETTING
Mid-October to end-February
REWARD CAMPAIGN
Mid-January to mid-April
PEOPLE REVIEW
Mid-June to mid-October
In 2023, SBM Offshore focused on talent acquisition and Committed to training its leaders, SBM Offshore is
continuous employee development. With its mission to preparing employees for the challenges ahead and
decarbonize oil and gas production and develop new ensuring their skills match the competencies needed to
technologies for future solutions, SBM Offshore is working fulfil ambitions through functional and leadership training
hard to attract, retain and develop employees who are programs. With an emphasis on managing capacity,
motivated to contribute to the energy transition. through both permanent employment and an increasing
FUTURE
The creation of the CBSC resulted in a total decrease of
With the continuing digitalization of people management
around 120 supporting positions in Monaco, the
systems, the aim will be to reinforce workforce planning
Netherlands and Switzerland. SBM Offshore made sure
and better anticipate and prepare for future demands.
both the severance package and the psychological support
Digital tools will be further rolled out to support virtual
given to the affected individuals would minimize as much
reality and e-Learning training programs, leveling up
as possible the impact it had on their wellbeing.
SBM Offshore’s approach to both onshore and offshore
employees, and garnering employee experience insights to
SBM Offshore’s global community of Diversity and Inclusion
further aid recruitment and retention efforts. SBM Offshore
Ambassadors organized a number of events, both specific
will further its ambitions to gather the voice of employees
to the context of their location and as part of the quarterly
to strengthen feedback processes, in particular from
global campaigns, driving awareness on topics such as
candidates, recently onboarded staff and personnel exiting
gender equity, sexual orientation (LGBTQIA+) and cultural
the organization.
celebrations. The Diversity and Inclusion Policy was
promoted throughout the employee experience, as
24.5% 15.2%
16.9% 80%
26%
43.2%
female male
<25 25 - 35 35 - 45 45 -55 >55 <2 2-5 5 - 10 10 - 15 15 - 20 >20
23.3% 48
OF EMPLOYEES WORK LANGUAGES SPOKEN
IN A FOREIGN COUNTRY (self-declared)
NATIONALITIES
Romania
Angola
Poland
China
Italy
South Africa
Equatorial Guinea
United Kingdom
Guyana
Portugal
Netherlands
Malaysia
Angola
other
India
France
Brazil
SBM Offshore provides Directional Revenue and Directional Lease and Operate EBITDA increased from
Directional EBITDA guidance, which is updated in the US$1,080 million in 2022 to US$1,124 million in 2023 mostly
event of material change, if any. Economic performance is a explained by the same drivers as for the Directional Lease
result of all company activities, governed as per sections and Operate revenue, partially offset by additional non-
3.1 and executed as per the Management Approach recurring maintenance costs on the fleet under operation
sections in chapter 2. and some prior-period positive one-off impacts including
some insurance recoveries.
2023 PERFORMANCE
Economic performance is measured through profitability,
The other non-allocated costs charged to Directional
cashflow, backlog and the financial position of
EBITDA amounted to US$(101) million in 2023, a US$(24)
SBM Offshore.
million increase compared with the US$(77) million in the
year-ago period, which is mainly explained by the
Profitability – Directional
implementation of an optimization plan related to the
Directional revenue for full-year 2023 came in at US$4,532
SBM Offshore’s support functions’ activities (including
million, an increase of 38% compared with 2022. This
US$11 million of restructuring costs), and continuing
increase is mainly driven by the Turnkey segment increasing
investment in the SBM Offshore’s digital initiatives.
to US$2,578 million (US$1,525 million in 2022) mostly due to
the sale of FPSO Liza Unity, completed in November 2023
2023 Directional net income attributable to shareholders
and the start of FPSO FEED work for the Whiptail
stood at US$524 million, an increase compared with US$115
development project partially offset by the partial
million in the previous year mainly driven by the strong
divestment on two projects at the beginning of 2022 (FPSO
operating performance translated in the increase of
Almirante Tamandaré and FPSO Alexandre de Gusmão),
Directional EBITDA.
which allowed SBM Offshore to recognize Directional
revenue for all the EPCI related work performed on these
Directional Cash Flow/Liquidities
projects up to divestment date in the year 2022 to the
Thanks to the strong contribution of the fleet and the
extent of the partners' ownership in lessor related SPVs and
proceeds received from FPSO Liza Unity sale,
the completion of FPSO Liza Unity project in February 2022.
SBM Offshore generated US$1,616 million of Directional
Directional Lease and Operate revenue was US$1,954
net cash flows from operating activities over 2023.
million an increase versus US$1,763 million in the prior
period. This reflects mainly FPSO Prosperity joining the
These operating cash flows, drawdowns on project
fleet upon successful delivery of the EPCI project during
financing, the RCF, the MPF RCF hull financing, the
the last quarter 2023, an increase in reimbursable scopes
settlements of interest rate swaps related to the financing
and an improved performance of the fleet, partially offset
of FPSO Almirante Tamandaré and FPSO Alexandre de
by FPSO Capixaba, which finished production in 2022.
Gusmão, the funding loan agreement received from CMFL
in relation to FPSO Cidade de Ilhabela, together with some
Directional EBITDA amounted to US$1,319 million in 2023
of the SBM Offshore’s existing cash was primarily used to: (i)
compared with US$1,010 million in 2022. This increase is
invest in the five FPSOs under construction over the period,
driven by the Turnkey segment with the sale of FPSO Liza
and some initial scope for the FPSO for the Whiptail
Unity (completed in November 2023 with recognition of
development project and the two Fast4Ward® new build
associated margin on the asset sale) partially offset by:
multi-purpose hulls, (ii) repay the project loan following the
FPSO Liza Unity sale, (iii) pay dividends to shareholders;
It should be noted that under Directional policy, the Emissions management and the mission to structurally
contribution to profit and equity of the substantial FPSO bring emissions down builds on years of action. For
program under construction will largely materialize in the example, gas flaring intensity in 2023 is 14% lower than in
coming years, subject to project execution performance, in 2019, mainly due to target-setting and increased
line with the generation of associated operating cash flows. production efficiency and 55% lower compared to 2016. As
in previous years, in 2023 SBM Offshore set annual targets
Directional net debt increased to US$6,654 million from to reduce flare emissions on its activities, continue to
US$6,082 million at year-end 2022. While the Lease and develop low- and non-carbon solutions and aim to have
Operate segment continues to generate strong operating zero oil spills.
cash flow together with the net cash proceeds from the sale
of FPSO Liza Unity, SBM Offshore drew on project
financing, the Revolving Credit Facility RCF, and the new
Revolving Credit Facility for MPF hull financing to fund
continued investments in growth.
SBM Offshore reports on CDP and uses IOGP statistics to and non-GHG emissions. Further information can be found
steer its ambitions, effectiveness of actions and in sections 2.2 and 5.3.2. No emissions in this report are
performance. SBM Offshore strives to outperform industry subject to regulated trading schemes and no carbon credits
benchmarks on the following indicators: have been applied during 2023.
• GHG emissions7, gas flare8, energy consumption9.
• Oil in produced water10, oil spill per production11. The above supports the management risks in the light of
climate change and social license to operate, as mentioned
SBM Offshore focuses on GHG emissions while also in section 1.4.2.
addressing other emissions − such as emissions to water
7
128 tonnes of GHG emissions per thousand tonnes of hydrocarbon 2023 PERFORMANCE
produced as reported by companies participating in the 2022 IOGP During 2023 a total of 5.9 million tonnes of GHG emissions
environmental performance indicators, Report p.16.
8
8.4 tonnes of gas flared per thousand tonnes of hydrocarbon produced as are reported, 99% of this being scope 3 emissions. The
reported by companies participating in the 2022 IOGP environmental
performance indicators, Report p.26. total is 1.7% lower than in 2022, mainly due to lower
9
1.5 gigajoules of energy for every tonne of hydrocarbon produced as emissions in Scope 3 – Purchased Goods and Services.
reported by companies participating in the 2022 IOGP environmental
performance indicators, Report p.24. During 2023, around 1 million tonnes of CO2 was removed
10
9.5 tonnes of oil discharged to sea per million tonnes of hydrocarbon
produced as reported by companies participating in the 2022 IOGP
from fuel gas and export gas streams.
environmental performance indicators, Report p.28.
11
0.4 oil spills greater than one barrel per million tonnes of hydrocarbon
produced as reported by companies participating in the 2022 IOGP
environmental performance indicators, Report p.38.
GHG EMISSIONS
(MILLION TONNES CO2 EQUIVALENT)
The intensity, tonnes GHG CO2e per employee is 0.07. Compared to SBM Offshore's ambition to see emission
intensity reduced by 50% in 2030 compared to 2016, during
Scope 2 – Purchased Electricity 2023 these were already 51% lower. 2023, however, could
Purchased electricity in offices accounts for 1,811 tonnes of be an outlier as start-up emissions were lower, production
GHG CO2 equivalent, based on the average energy mix of levels were higher than expected and there was a
each location, which is 11.2% lower compared to 2022. shutdown of an asset with a relatively high carbon intensity.
There has been consolidation of office space in the USA SBM Offshore is learning lessons and is continuously
and Monaco, leading to lower levels of energy use and tracking performance against 2030 ambitions on this key
maintenance to elevators for a longer period. The effects of category of scope 3 emissions.
this was higher than the effect of business activity growth in
Portugal and Guyana. Accounting for the electricity actually SBM Offshore Reported Emissions 2023 − based on
purchased through green contracts, the amount is 1,257 CO2e volumes
tonnes, a decrease of 6.9% mainly driven by consolidation
of office space in the USA.
SCOPE 3 SCOPE 3
The intensity, tonnes GHG CO2e per employee is 0.17.
PURCHASED GOODS BUSINESS TRAVEL
& SERVICES SCOPE 1
In 2023, 38% of energy was purchased through green
SCOPE 2
contracts, whereas the target is to achieve 100% by 2030.
From 2025 onwards SBM Offshore commits to balance
office-related emissions, both scope 1 and 2, with offsets.
Scope 3 – Business Travel SBM Offshore is actively developing solutions and working
Total air travel-related emissions were 30.6K tonnes in 2023, with its stakeholders to drive down emissions from
an increase of 33% over 2022 as a result of a higher number downstream leased assets on a continuous basis. This is, for
of employees and business activities. example, done with customers during the project lifecycle,
with financers of projects and with suppliers during
Other performance items relating to emissions: qualification processes.
• In 2023, SBM Offshore achieved a B rating in CDP.
Further climate change management disclosures are Key achievements on the emissionZERO® FPSO have been:
provided in section 1.4.3. • The engagement with strategic and key client accounts
• SBM Offshore’s energy intensity on downstream and suppliers during the year.
leased assets is 26% lower than the industry benchmark9. • The collaboration agreement with Mitsubishi Heavy
Energy consumption volumes can be found in section Industries on carbon capture and the statement of
5.3.2. qualified technology.
• The quantity of oil discharged to sea per hydrocarbon • The qualification of a deep water suction system for the
production on downstream leased assets was 3.74 use of colder water on the topside.
tonnes per million tonnes of hydrocarbon produced, • The use of digital technologies (advanced analytics and
66%12 below the IOGP benchmark10 (see also section predictive maintenance) to optimize energy
2.2). consumption, reduce equipment trips and associated
• Downstream leased assets had 0 spills as per IOGP flaring.
definition11. Further detail is given in section 2.1.4.4. • The establishment of a portfolio of ideas and projects to
• SBM Offshore engaged in various projects that resulted further reduce the carbon footprint of SBM Offshore’s
in lower emissions. In Guyana, a local agricultural project activities.
leads to lower emissions from food logistics. More
information can be found in section 2.2.
12
Excluding Thunder Hawk, as SBM Offshore does not provide operational
services.
SBM Offshore has also consolidated the transformational SBM Offshore follows a structured stage-gate process to
digital development functions and innovation activities into bring new technology to market, ensuring thorough
a Digital Factory, encompassing competencies such as validation before deployment. This Technology Readiness
artificial intelligence, data science and digital solutions Level (TRL) process, rooted in American Petroleum Institute
development. The growth of data science potential is standards (API RP17N), involves prototype testing and
demonstrated by the increased number of data signals comprehensive FEED-level definition of new systems as
below. This is mainly due to the addition of FPSO part of the qualification requirements.
Prosperity as well as subsea data in Guyana.
SBM Offshore oversees its intellectual property (IP)
holdings by engaging in the registration of patents and
NUMBER OF DATA SIGNALS
(CUMULATIVE – ‘000) trademarks, along with the protection of trade secrets and
know-how. Upholding the integrity of its IP, SBM Offshore
300,000 takes charge of document classification and establishes
267,202 non-disclosure agreements with partners to limit access to
250,000 documents containing sensitive technology. Rigorous
freedom-to-operate checks are conducted to respect the
rights of third parties.
200,000
171,216 This strategic management approach stimulates innovation
149,826
150,000 while simultaneously minimizing risks associated with the
deployment of new technology (see section 1.4.2).
100,000 98,546
2023 PERFORMANCE
In 2023, SBM Offshore accelerated its development efforts
50,000 towards emerging technologies associated with
decarbonization and renewable energies, allocating 52.3%
of the Group Technology R&D budget to EU-Taxonomy-
0 eligible activities, based on eligibility KPI definitions
2020 2021 2022 2023
explained in section 5.1.5.
FUTURE
SBM Offshore continues to build on its internal innovation
New technologies are rapidly evolving. SBM Offshore will
platform, which has been visited by almost 40% of
benefit from these new technologies and will develop the
SBM Offshore’s employees. SBM Offshore’s innovation
skills and capacity necessary to adopt them. SBM Offshore
management processes have been further matured and
aims to further embed ownership in the business to realize
two new corporate functions have been included in the
value from investments in digitalization.
innovation ecosystem. SBM Offshore also continued to
OPEN INNOVATION
SAFETY, QUALITY &
EFFICIENCY IMPROVEMENTS
ALTERNATIVE FUELS
AND ELECTRIFICATION
INTERNAL
CROWDSOURCING
DECARBONIZATION
RENEWABLE ENERGY
SBM Offshore filed 36 new patent applications to • The development of new facilities in SBM Offshore’s
strengthen its existing portfolio of 122 patent families: in R&D Laboratory to build and test the key components of
particular in the areas of renewables and electrification. the S3® Wave Energy Converter at full scale.
Over the course of 2023, the TRL of 22 technology • Completion of market studies and low TRL
development projects has been increased, 9 of which developments in the areas of offshore ammonia transfer
reached TRL 4. This level demonstrates that reliability, and production, lithium extraction and deepwater
function and performance criteria are met in the intended mooring solutions for offshore photovoltaic concepts.
operating condition and the technology can be deployed.
FUTURE
Some of the main development projects undertaken in SBM Offshore is committed to directing a minimum of 70%
2023 include: of its development budgets towards decarbonization and
• Progression of the SBM Offshore robotics initiatives to renewable initiatives, as part of its focus on technology
reduce high-risk human activities and to improve the development for the energy transition.
efficiency of inspection and maintenance activities on
the fleet. In total, four missions have been successfully This allocation aims to advance technologies that
executed during the year, taking place in several significantly decrease the carbon intensity of offshore oil
locations in the world (Brazil, France, Guyana). and gas production, supporting the emissionZERO®
• Bringing the post-combustion carbon capture module to program. Included in these efforts are investments in the
TRL 3 with SBM Offshore’s partner MHI as well as early stages of offshore hydrogen, ammonia, and lithium
obtaining DNV’s Statement of Qualified Technology. The production studies. Moreover, ongoing investments in
technology can now be proposed and customized for robotics will enhance safety and efficiency within
specific projects and clients. SBM Offshore’s operational fleet.
• Continued qualification of components and
technologies under SBM Offshore’s emissionZERO® A minimum of 50% of the research and development
program, demonstrating the potential for further investment will be designated for EU-Taxonomy-eligible
carbon-intensity reduction based on near-market ready activities. SBM Offshore will persist in exploring alternative
technologies. offshore renewable technologies, continuing to invest in its
• The continued development of components in Float4Wind® program and seek to commercialize its Wave
SBM Offshore’s floating offshore wind technology Energy Converter technology. Going forward,
(Float4Wind®) to better adapt to market requirements. SBM Offshore focuses on co-development of new
technologies, in collaboration with clients and other value
chain partners.
2.1.10 ENERGY TRANSITION 400MW Nova East Wind project offshore Canada. In
addition to Nova East Wind, the portfolio of projects
MANAGEMENT APPROACH under development by SBM Offshore also includes 2 x
Key elements that enable SBM Offshore’s success in the 100MW Llŷr, 60MW Cademo and 1,000MW North
energy transition area are: Channel Wind projects, with further development
• The emissionZERO® program, explained in section 2.1.7. opportunities under investigation.
• Product development for floating offshore wind, wave • The seawater intake riser program, bringing cold water
and other alternative energies. from deep in the ocean to the FPSO to cool FPSO
• Technology development supporting these product systems and reduce energy use, moved to phase 3 of
developments, (see more detail in section 2.1.9). project development with a client.
• SBM Offshore has invested 52.3% of the total 2023
Product development for new products to support the Group Technology R&D budget in EU-Taxonomy-
energy transition is addressed through SBM Offshore’s eligible13 renewable energy technology and product
Floating Production Systems and New Energies and development. This includes further development of the
Services business units, in collaboration with the next generation of Tension-Leg Platform (TLP) floater
Technology Department. An important step in this process design, Wave Energy Converter products as well as
is the development of concepts, prototypes and pilot studies in floating solar, energy storage and hydrogen
projects, which can also be undertaken as co-development and ammonia for offshore applications.
projects with partners and/or customers. SBM Offshore • WEC S3® achieved a major milestone with the start of
monitors its commercial pipeline to allow it to achieve its fabrication of its first full-scale section. Once completed,
2030 ambition. it will be tested in the WEC test facility at SBM Offshore’s
R&D Laboratory in Carros, France.
With this management approach to energy transition, • SBM Offshore continues to work on projects that
SBM Offshore is addressing the significant risks of oil price address emissions reduction along the lifecycle of its
dependency, portfolio risks and climate change, described business, as part of its emissionZERO® portfolio (see
in section 1.4.2. section 2.1.7).
SBM Offshore reports in line with the EU taxonomy The revenues, CAPEX and OPEX associated with these
regulation and leverages the framework to set targets for, projects and initiatives add to EU-Taxonomy-eligible
and report on, the energy transition. Disclosures are found business, as reported in section 5.1.5. SBM Offshore’s
in section 5.1.2. commitments should lead to higher revenues from eligible
business in the future, with 2023 R&D investment already
2023 PERFORMANCE reflected in the EU-Taxonomy-eligible OPEX KPI stated.
SBM Offshore has made the following achievements in
Above-mentioned R&D investments are visible in the OPEX
2023:
KPI reported. These activities support the mitigation of
• The three Provence Grand Large floating foundations
and/or adaptation to climate change impacts.
were successfully installed. These units stand tall as
global pioneers, utilizing SBM Offshore’s tension leg
FUTURE
floater, developed in collaboration with IFP Energies SBM Offshore will continue to build upon these
Nouvelles. achievements and is looking to develop from renewable
• SBM Offshore signed a Partnership Agreement with energy pilots to commercial scale energy infrastructure, as
Mitsubishi Heavy Industries Ltd. (MHI) that will offer a well as increasing its role in the supply chain, with the aim
CO2 capture solution for FPSOs. The agreement follows of creating more value. Floating Offshore Wind will remain
a successful engineering and design study conducted by a market that is going to take time to mature.
both companies demonstrating the technical feasibility
and commercial readiness of CO2 capture technology
2.1.11 MARKET POSITIONING
offshore. The technology can reduce CO2 emissions
from overall FPSO operations by an estimated 70%, by MANAGEMENT APPROACH
capturing CO2 from onboard gas turbines. The solution Market positioning is about having a global presence,
is being developed as part of SBM Offshore’s adapting to market developments and engaging in
emissionZERO® program using Fast4Ward® principles. emerging markets.The size of the business, new business
• SBM Offshore has made partnerships to pursue FOW development and sustainability benchmarks are seen as
opportunities globally. The Renewables Project strong indicators of a successful management approach.
Development organization formalized a new joint Examples of metrics are the performance of the fleet, the
venture with DP Energy to develop the 300MW to revenue backlog, the number of projects won, the new
13
Based on 2023 eligibility KPI definitions explained in section 5.1.5.
LONG-TERM COMPANY
SDG TARGET AREA 2023 COMPANY TARGETS 2023 RESULTS TAR
TARGETS1
14
This section includes other mandates that may be relevant for the performance of the duties of the Supervisory Board.
15
Ended February 1, 2024.
HILARY MERCER Iraq, Qatar and the USA and global project
British nationality, 1964, female portfolio management.
Member of the Supervisory Board, Chair of the Education: Hilary Mercer has a degree in
Technical and Commercial Committee, Engineering Science from Oxford University
member of the Audit Committee. (Great Britain) and is a Fellow of the Institution
First appointment in 2022, expiry current term of Mechanical Engineers and a Fellow of the
in 2026. Royal Academy of Engineering.
Profession: Executive Vice President Projects & Expertise: Hilary Mercer adds knowledge and
Engineering at Shell16. experience in engineering, project
Background: Hilary Mercer has 36 years of management and HSSE to the Supervisory
experience within Shell in various technical and Board.
management roles, including mega project Other mandates: –
development and delivery in Oman, Russia,
16
Effective January 1, 2024.
3.1.4 SHARE CAPITAL least EUR50 million. Proposals of persons who are entitled
to attend the shareholders meetings will only be included
The authorized share capital of the Company amounts to
in the agenda if such proposals are made in writing to the
EUR200 million and is divided into 400,000,000 ordinary
Management Board not later than sixty days before that
shares with a nominal value of EUR0.25 and 400,000,000
meeting.
protective preference shares, also with a nominal value of
EUR0.25. The preference shares can be issued as a
With reference to the articles of association, all
protective measure, as explained in the section on the
shareholders are entitled, either personally or by proxy
Stichting Continuïteit SBM Offshore. As per December 31,
authorized in writing, to attend the General Meeting, to
2023, 180,671,305 (2022: 180,671,305) ordinary shares are
address the General Meeting and to vote. The articles of
issued. No protective preference shares have been issued.
association do not provide for any limitation of the
transferability of the ordinary shares and the voting rights of
Bearer shares
shareholders are not subject to any limitation.
As per the Dutch Act on Conversion of bearer shares (Wet
omzetting aandelen aan toonder), all bearer shares still
At the General Meeting, each ordinary share with a nominal
outstanding at December 31, 2020 have been converted
value of EUR0.25 each shall confer the right to cast one (1)
into registered shares (31,840) held in the name of the
vote. Each protective preference share with a nominal value
Company as per January 1, 2021. A shareholder who hands
of EUR0.25 each shall confer the right to cast one (1) vote,
in a bearer share certificate to the Company before January
when issued. None of the protective preference shares
2, 2026 is entitled to receive from the Company a
have been issued to date. Unless otherwise required by law
replacement registered share. A shareholder may not
or the articles of association of the Company, all resolutions
exercise the rights vested in a share until the shareholder
shall be adopted by an absolute majority of votes. The
has handed in the corresponding bearer share certificate(s)
General Meeting may adopt a resolution to amend the
to the Company.
articles of association of the Company by an absolute
majority of votes cast, but solely upon the proposal of the
3.1.5 GENERAL MEETING Management Board, subject to the approval of the
Within six months after the end of the financial year, the Supervisory Board. The articles of association are reviewed
Annual General Meeting (AGM) is held. The agenda for this on a regular basis and were last amended on April 7, 2022.
meeting generally includes the following standard items:
The 2023 AGM was held physically and shareholders could
cast their votes prior to and during the meeting.
130,899,638 ordinary shares participated in the voting,
• The report of the Management Board concerning the equal to 72.45% (2021: 72.82%) of the then total
Company’s affairs and the management as conducted outstanding share capital of 180,671,305 ordinary shares. All
during the previous financial year. proposed resolutions were adopted. The outcome of the
• The report of the Supervisory Board and its committees. voting of the meeting was posted on the Company’s
• The remuneration report(s) for an advisory vote. website on the day following the 2023 AGM and draft
• The adoption of the Company’s financial statements, the minutes were made available to the shareholders via the
allocation of profits and the approval of the dividend. Company's website within three months after the meeting.
• The discharge of the Management Board and of the
Supervisory Board.
Finally, SBM Offshore’s policy on shareholder contacts and
• Corporate Governance. dialogue can be found on the Company website (ESG/
• The delegation of authority to issue shares and to restrict Governance section) as per best practice 4.2.2 of the
or exclude pre-emptive rights.
Corporate Governance Code.
• The delegation of authority to purchase own shares.
• The composition of the Supervisory Board and of the 3.1.6 ISSUE, REPURCHASE AND
Management Board.
• Any other topics proposed by the Supervisory Board or
CANCELLATION OF SHARES
shareholders in accordance with Dutch law and the The General Meeting or the Management Board, if
articles of association.
authorized by the General Meeting and with the approval
of the Supervisory Board, may resolve to issue shares.
The external independent auditor attends all meetings of A foundation ‘Stichting Continuïteit SBM Offshore’ (the
the Audit Committee, as well as the meeting of the Foundation), was established on March 15, 1988. In
Supervisory Board at which the financial statements are summary, the objectives of the Foundation are to represent
approved. The external independent auditor receives the the interests of SBM Offshore in such a way that the
financial information and underlying reports of the quarterly interests of the Company and of all parties involved in this
3.2 REPORT OF THE SUPERVISORY Tenure (in years to 2024 AGM date)
The Management Board prepared detailed supporting Supervisory Board met outside the presence of the
documents as preparation for all meetings and several Management Board to reflect on agenda items and discuss
representatives of senior management were invited to potential items requiring attention during the meeting. The
discuss specific topics within their area of responsibility. The Supervisory Board also received regular updates from the
Supervisory Board and Committee meetings were usually Management Board outside meetings on relevant
held over two days to ensure sufficient time for review and developments within the Company.
discussion. The Management Board attended all regular
meetings of the Supervisory Board. Whenever possible The Supervisory Board discussed a wide range of topics
informal pre-board dinners were held. Several informal during the year. In its deliberations, the Supervisory Board
meetings and contacts among Supervisory Board members considered the interests of the Company and its business
and/or Management Board members outside the Board as well as the relevant stakeholders from the Company.
meetings also took place. Prior to the regular meetings, the Among others, recurring standard items on the agenda of
There is an open invitation to join committee meetings the principal issues discussed, on actions arising and the
for those Supervisory Board members who are not a follow-up of such actions and made recommendations on
member of specific committee. This invitation is regularly those matters requiring a decision by the Supervisory
made use of. Board. The Management Board, the Group Internal Audit
Director, the Group Controller and the external
Audit Committee independent auditor attended the meetings. After each
The Audit Committee has seen changes in 2023: following meeting, the Audit Committee met with the external
the departure of Sietze Hepkema as of April 13, 2023, independent auditor outside the presence of the
Ingelise Arntsen joined as member. The Audit Committee Management Board. The Chair of the Audit Committee
convened five times in 2023. The attendance percentage of regularly held meetings with the CFO, and separately with
the Audit Committee meetings was 93.33%. The Chair of SBM Offshore’s Group Internal Audit Director and again
the Audit Committee reported to the Supervisory Board on separately with PricewaterhouseCoopers.
The external independent auditor participated in all Bernard Bajolet became member. The Appointment and
meetings of the Audit Committee. Discussions were held Remuneration Committee had five scheduled meetings in
with PricewaterhouseCoopers about the audit plan, interim 2023. The attendance rate of the Appointment and
audit findings report, board report, audit report and Remuneration Committee meetings was 100%. The
financial statements including managerial judgments and Appointment and Remuneration Committee consists of two
key accounting estimates. Additionally, the Audit parts as prescribed by the Corporate Governance Code: a
Committee formally evaluated the external independent part for selection and appointment matters and a part for
auditor. remuneration matters. During the Supervisory Board
meetings, the respective Chair reported on the selection
Appointment and Remuneration Committee and appointment matters and on the remuneration matters
The Appointment and Remuneration Committee saw reviewed by the Committee, on actions arising and the
changes in 2023: following the departure of Cheryl Richard follow-up of such actions. They made recommendations on
and Sietze Hepkema, Allard Castelein was appointed as those matters that require a decision from the Supervisory
Chair of the Committee for remuneration matters, and Board.
The meetings were attended by the Management Board Commercial Committee for these meetings was 100%. The
and the Group HR Director, except where the Appointment Chair of the Technical and Commercial Committee
and Remuneration Committee chose to discuss matters in reported to the Supervisory Board on the principal issues
private. discussed, on actions arising and the follow-up of such
actions and made recommendations on those matters
Technical and Commercial Committee requiring a decision.
The Technical and Commercial Committee convened six
times in 2023. The attendance rate of the Technical and
The meetings were attended by the Management Board, of which they are not a member. In 2023, SBM Offshore
and at times relevant senior management representatives welcomed one new member to the Supervisory Board. The
to discuss topics within the remit of the Technical and induction program took place in the form of sessions with
Commercial Committee. the Management Board and senior management where
operational, commercial, financial, social, legal and
INDUCTION, TRAINING AND PERFORMANCE sustainability matters regarding SBM Offshore were
ASSESSMENT discussed, and included a site visit to the Schiedam office.
New members of the Supervisory Board receive a
comprehensive induction tailored to their needs. Both the Management Board and the Supervisory Board
Furthermore, during the first year of appointment, new spent time on deep dives on various relevant subjects, for
members often are present at the meetings of committees example the energy transition and the role of the Company
CONCLUSION
The Financial Statements have been audited by the
external independent auditor, PricewaterhouseCoopers
Accountants N.V. Their findings have been discussed with
the Audit Committee and the Supervisory Board in the
presence of the Management Board. The external
independent auditor has expressed an unqualified opinion
on the Financial Statements.
Letter from the Chair of the Appointment and Remuneration Committee for remuneration matters
Dear shareholder,
The Company delivered a good business performance in terms of Profitability, Growth and Sustainability. As a consequence,
the Management Board variable compensation (STI) has been awarded accordingly.
Bruno Chabas (CEO) announced his end of term resignation early 2024. The Supervisory Board has appointed as his
successor the current COO, Øivind Tangen, who has proven himself and knows the Company well. His base salary has been
increased but is set lower than his predecessor and well within the benchmark and the Management Board Remuneration
Policy. With the succession, the number of Management Board members goes from three to two.
In the accounting of our implementation of the Management Board Remuneration Policy, we have made some
improvements in information and presentation in this report. The presentation on STI targets and performance is more
detailed and other tables have been made more concise and accessible. In an outlook paragraph at the end of the report we
set out the adjustments in base salaries.
We engage with our shareholders and listen to their input. Our remuneration policies have their full support. We have
reviewed the Supervisory Board Remuneration Policy that was approved by the AGM in 2020 with over 99% of the vote. We
conclude that the Policy serves its purpose in full and propose only minor changes in our submission to the AGM in 2024.
Pursuant to Dutch law, our Management Board Remuneration Policy must be approved by shareholders every four years and
is therefore subject to renewal at the AGM in 2025. In this context, the base salary of Douglas Wood (CFO) will be
benchmarked this year. We will seek input from our shareholders on the Remuneration Policy during the course of 2024.
Below you find a full account of our remuneration policies and how we implemented them in 2023. We look forward to
engage on this report with you and thank you for your support.
On behalf of the Appointment and Remuneration Committee,
Allard Castelein, Chair for remuneration matters
1. BASE SALARY
TOTAL 100%
The base salary is set by the Supervisory Board and is a
fixed component paid in cash. Depending on internal and
external developments such as market movements, the DISCRETIONARY
Supervisory Board may adjust base salary levels. JUDGEMENT - 10%
SUPERVISORY BOARD
2. SHORT-TERM INCENTIVE
The objective of the STI is to provide a direct alignment of The Supervisory Board will inform the shareholders in the
pay with short-term operational performance. Under RP remuneration report of the performance indicators it
2022, the STI key performance indicators focus on three applies in each financial year. Performance measures will
performance areas: (i) Profitability, (ii) Growth and (iii) never be adjusted retrospectively.
Sustainability Performance. The Supervisory Board, upon
the recommendation of the A&RC, determines for each of Performance ranges – threshold, target and maximum – are
the performance measures the specific performance targets set for each of the key performance indicators. The STI is
and their relative weighting at the beginning of the set at a target level of 100% of the base salary for the CEO
financial year within the following margins for each area: and 75% of the base salary for any other member of the
At the end of the performance year, the performance is All members of the Management Board are required to
reviewed by the Supervisory Board and the pay-out level is build up Company stock of at least 350% of base salary. The
determined. Target setting and realization are published ex value of the share ownership is determined at the date of
post in this remuneration report. For order intake and grant.
project performance that are commercially very sensitive a
qualitative appraisal will be presented. The STI is payable in 4. PENSION AND BENEFITS
cash after the publication of the Annual Report for the In principle, the Management Board members are
performance year. responsible for their own pension arrangements and
receive a pension allowance equal to 25% of their base
3. VALUE CREATION STAKE salary for this purpose.
The Value Creation Stake is an award of restricted shares to
create direct alignment with long-term shareholder value. The Management Board members are entitled to
The awarded shares must be held for at least five years. additional benefits, such as a company car allowance,
After retirement or termination, the holding period will not medical and life insurance and (dependent on the personal
be longer than two years. The gross annual grant value for situation of the Management Board member) a housing
each of the Management Board members is 175% of base allowance and school fees.
salary. The number of shares is determined by a four-year
average share price (volume-weighted). The Value Creation KEY ELEMENTS EMPLOYMENT AGREEMENTS
Stake has a variable element to the extent that the share Each of the Management Board members has entered into
price develops during the holding period. The Supervisory a four-year service contract with the Company, the terms of
Board retains the discretion not to award the Value which have been disclosed in the explanatory notice of the
Creation Stake in case of an underpin event. RP 2022 General Meeting at which the Management Board member
introduces a clearly defined and observable underpin. The was (re-)appointed. Next to his service contract,
underpin serves as a mechanism to ensure an acceptable Bruno Chabas has an employment contract with Offshore
threshold level of performance and avoid vesting in case of Energy Development Corporation S.A.M., in relation to a
circumstances as defined as underpin event. The underpin split pay-out of his remuneration.
is evaluated each year at moment of vesting and in case the
criteria are not met, the entitlement to the Value Creation Adjustment of remuneration and claw-back
Stake grant at that time will forfeit. The service contracts with the Management Board
members contain an adjustment clause giving discretionary
Two pillars have been defined when Supervisory Board is authority to the Supervisory Board to adjust the payment of
considering withholding the Value Creation Stake – in full the STI , if a lack of adjustment would produce an unfair or
or in part: unintended result as a consequence of extraordinary
• Event(s) that threaten long-term continuity of the circumstances during the period in which the performance
Company; and criteria have been, or should have been achieved. However,
• Where circumstances of the event(s) are/were within the Supervisory Board has determined that upward
control of the incumbent Management Board. adjustments will not be considered based on earlier
shareholder feedback.
These two pillars are the umbrella criteria: in case an event
does not qualify under these pillars, the underpin test does A claw-back provision is included in the service contracts
not come into play. Underpins shall be assessed in enabling the Company to recover the Value Creation Stake,
determining the amount of Value Creation Stake vesting in STI and/or LTI (as granted under RP 2015) on account of
a year: incorrect financial data.
• Safety event resulting in the loss of multiple lives and/or
significant oil damage to the environment and/or loss of Severance Arrangements
The Supervisory Board will determine the appropriate
an FPSO; and/or
severance payment for Management Board members in
accordance with the relevant service contracts and
PAY RATIO
The pay ratio shows the developments in the annual total
remuneration of the Management Board members and the
average remuneration on a full-time-equivalent basis of
employees of the company.18 The average total employee
and contractor costs per FTE in 2023 was EUR136 thousand.
16
15 16
Douglas Wood 15 21
Douglas Wood 21 21
21 21
21
33
31 33
Bruno Chabas 31 44
Bruno Chabas 44 44
36 44
36
- 5 10 15 20 25 30 35 40 45 50
- 5 10 15 20 25 30 35 40 45 50
Actual
Base salary Actual Performance
Name of Director Position in EUR Threshold STI On Target STI Maximum STI Performance in % in EUR
Bruno Chabas CEO 960,000 50.0% 100% 150.0% 120% 1,152,000
Douglas Wood CFO 544,000 37.5% 75% 112.5% 90% 489,600
Øivind Tangen COO 518,000 37.5% 75% 112.5% 90% 466,200
In compliance with the implemented EU Shareholder The following table includes further details regarding the
Rights’ Directive into Dutch law, this section provides various (historical) share plans, including the changes
further information to increase transparency and throughout 2023.
accountability for the execution of RP 2022 and aim to allow
The main conditions of share award plans Information regarding the reported financial year
Opening balance1 During the year Closing balance2
Grant and End of retention Shares held at the Shares granted Shares vested Shares subject to a
Specification of plan vesting dates period beginning of the year (# / EUR x 1,000)3 (# / EUR x 1,000)4 retention period
Bruno Chabas,
CEO
Value Creation 01-01-2018 01-01-2023 77,402 0/0 0/0 -
Stake 2018
Value Creation 01-01-2019 01-01-2024 74,043 0/0 0/0 74,043
Stake 2019
Value Creation 01-01-2020 01-01-2025 65,821 0/0 0/0 65,821
Stake 20205
Value Creation 01-01-2021 01-01-2026 63,466 0/0 0/0 63,466
Stake 2021
Value Creation 01-01-2022 01-01-2027 63,794 0/0 63,794
Stake 2022
Value Creation 01-01-2023 01-01-2028 - 115,074 / 1,697 115,074 / 1,697 63,841
Stake 2023
Douglas Wood,
CFO
Value Creation 01-01-2018 01-01-2023 33,924 0/0 0/0 -
Stake 2018
Value Creation 01-01-2019 01-01-2024 32,511 0/0 0/0 32,511
Stake 2019
Additional Value 01-07-2019 01-07-2024 2,323 0/0 0/0 2,323
Creation Stake
2019
Value Creation 01-01-2020 01-01-2025 35,554 0/0 0/0 35,554
Stake 2020
Value Creation 01-01-2021 01-01-2026 34,212 0/0 0/0 34,212
Stake 2021
Value Creation 01-01-2022 01-01-2027 34,389 0/0 0/0 34,389
Stake 2022
Additional Value 06-04-2022 06-04-2027 1,304 0/0 0/0 1,304
Creation Stake
20226
Value Creation 01-01-2023 01-01-2028 65,209 / 962 65,209 / 962 36,177
Stake 2023
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 Converted at the share price at the date of grant.
4 Converted at the share price at the date of vesting.
5 Includes additional Value Creation Stake granted due to salary increase.
6 Additional Value Creation Stake granted due to salary increase.
In the table below, information on the annual change of Directional Underlying EBITDA and TRIFR) is displayed as
remuneration of each individual Management Board well as the average remuneration on a full-time equivalent
member is set out over the five most recent financial years. basis of employees of the Company (calculated in the same
In addition, the performance of the Company (measured in manner as the internal pay ratio in this section).
Comparative table on the change of remuneration and Company performance over the last five reported financial
years
LOANS
SBM Offshore does not provide loans, advances or
guarantees (and/or securities) to the members of the
Supervisory Board.
Name of Supervisory Board Member, Position Year Fees Committee fees Other benefits1 Total remuneration
Roeland Baan, Chair 2023 120 9 1 130
2022 120 9 1 130
Bernard Bajolet, Vice-Chair 2023 80 14 1 95
2022 80 8 1 89
Ingelise Arntsen, Member 2023 75 14 1 90
2022 75 8 1 84
Allard Castelein, Member2 2023 54 6 - 60
2022 - - - -
Hilary Mercer, Member3 2023 75 18 31 124
2022 55 13 - 69
Jaap van Wiechen, Member 2023 75 10 1 86
2022 75 12 1 88
Sietze Hepkema, former Member4 2023 21 5 - 26
2022 75 16 1 92
Cheryl Richard, former Member4 2023 21 3 10 34
2022 75 9 - 85
Francis Gugen, former Vice-Chair5 2023 - - - -
2022 22 3 - 24
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 13, 2023.
3 As per April 6, 2022.
4 Until April 13, 2023.
5 Until April 6, 2022.
Comparative table on the change of remuneration over the last five reported financial years in thousands of EUR
None of the Supervisory Board members receives Pursuant to Dutch law, the Management Board
remuneration that is dependent on the financial Remuneration Policy must be approved by shareholders
performance of the Company, as per best practice 3.3. every four years and is therefore subject to renewal at the
of the Corporate Governance Code. AGM in 2025. In this context the base salary of Douglas
Wood will be benchmarked this year. We will seek input
SBM Offshore does not provide loans, advances or from our shareholders on the Remuneration Policy during
guarantees (and/or securities) to the members of the the course of 2024.
Supervisory Board.
timing of publication of financial disclosures for the share repurchase program. Shares repurchased as part of
remainder of 2024. The Company reports a ’Directional’ the cash return will be cancelled. The share repurchase
income statement, balance sheet and cash flow statement. program will be launched on March 1, 2024, and the
Directional reporting aims to increase transparency in dividend will be proposed at the Annual General Meeting
relation to SBM Offshore’s cash flow generating capacity on April 12, 2024. Going forward, the Company intends to
and to facilitate investor and analyst review and financial maintain a material level of dividend as part of the annual
modeling. Furthermore, it also reflects how Management cash return with US$150 million as a base level.
monitors and assesses financial performance of the 19
Based on the number of shares outstanding at December 31, 2023.
Company. Directional reporting is included in the audited Dividend amount per share depends on number of shares entitled to
dividend. The proposed ex-dividend date is April 16, 2024.
Consolidated Financial Statements in section 4.3.2. 20
Based on the foreign exchange rate on February 22, 2024.
1
SHAREHOLDER RETURNS
$1.22
$1.10
$1.00
70
197
178
150
21 2,000k
20 1,800k
19 1,600k
Volume
18 1,400k
17 1,200k
16 1,000k
15 800k
14 600k
13 400k
12 200k
11 0
10. Jan 21. Feb 4. Apr 16. May 27. Jun 8. Aug 19. Sep 31. Oct 12. Dec
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Source: Euronext Closing share price range in EUR Year-end price in EUR
INVESTOR RELATIONS
The Company maintains open and active engagement with
its shareholders and aims to provide information to the
market which is consistent, accurate and timely. Information
is provided among other means through press releases,
presentations, conference calls, investor conferences,
meetings with investors and research analysts and the
Company website. The website provides a constantly
updated source of information about SBM Offshore’s core
activities and latest developments. Press releases,
presentations and information on shareholder
communication can be found there under the Investors
section.
3.5 RISK & COMPLIANCE Group Compliance Manager, has a leadership role in
proactively advising the Management Board and
GOVERNANCE Management on acting with integrity and in a compliant
The Management Board is responsible for: manner, both from a strategic and an operational
• determining the Company’s risk profile and policy, which perspective.
are designed to achieve the Company’s objectives, to
assess and manage the Company’s risks and to ensure The Compliance Function comprises a globally diverse
that sound internal risk management and control team of experienced compliance professionals located
systems are in place, and within the Company’s most prominent locations worldwide.
• ensuring that the entire SBM Offshore organization Business leadership has accountability and responsibility to
operates within its clearly defined Compliance Program. manage compliance and integrity risks within their fields of
management control.
The Management Board monitors the operation of the
Compliance Program and the internal risk management 3.5.1 DESIGN AND OPERATION OF THE
and control systems and performs an annual systematic
INTERNAL RISK MANAGEMENT AND
assessment of their design and effectiveness. The results
are discussed with the Supervisory Board. This monitoring
CONTROL SYSTEM
covers all material control measures relating to strategic, MANAGEMENT APPROACH
operational, financial, compliance and reporting risks. Group Risk & Control facilitates the business in identifying
Among other considerations, attention is given to observed and managing risks, thereby ensuring the risks are
weaknesses, instances of misconduct and irregularities and managed within the Risk Appetite (see section 1.4.1) in
indications from whistle blowers. order for the Company to achieve its strategic goals and
objectives. The Risk Assurance Committee (RAC) brings
MANAGEMENT APPROACH together the heads of assurance functions and reviews the
The Group General Counsel & Chief Compliance Officer significant risks faced by the Company and its relevant
has managerial responsibility for compliance, insurance and control measures. It also oversees the integrated risk
legal matters. The Compliance Function, headed by the management approach.
DESIGN AND OPERATION OF THE INTERNAL RISK MANAGEMENT AND CONTROL SYSTEM
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 Key features,
Achievements in 2023, Maturity assessment and the Company’s Future ambitions.
MATURITY
ACHIEVEMENTS ASSESSMENT FUTURE
COMPONENT KEY FEATURES
IN 2023 according to AMBITIONS
Management Board
• Risk Appetite is set by • Internal Control • Strategy and its • Support the Corporate
STRATEGY & Management Board addresses new topics Material Topics are Sustainability Reporting
OBJECTIVE- (MB) and is endorsed by in area of ESG (e.g. well integrated in Directive (CSRD)
SETTING the Supervisory Board Emissions and Human the Company’s Risk requirements through
(SB) Rights) Management and compliance with Double
• Financial- and Non- • Risk Appetite has been Internal Control Materiality
Financial risk bearing revised in 2023 Framework • Further integrate Risk
processes are identified and Internal control
and reflected in the interaction at strategic
Internal Control and operational level
Framework
• Business achieve its • Performed Taskforce for • Risk Management and • Expand benefits of
PERFORMANCE objectives through Climate related Financial Internal Control are ERP and End-2-End
adequate Risk and Disclosures (TCFD) adequately performed, processes to further
Internal Control support assessment providing information improve Internal Control
• Activities are performed • Updated Risk Control for discussion and environment
according to the annual Matrices in line with new prioritization of
Strategy Cycle and ERP assurance
disclosure requirements
• The Risk Assurance • Policies and tooling were • Risk Management and • Continue to improve
REVIEW & Committee (RAC) meets regularly reviewed and Internal Control policies activities based on
REVISION monthly to ensure an improved with the RAC and procedures and internal review and
integrated assurance • Integrating risk tooling are annually external feedback
approach mitigation with business discussed and reviewed • Continue to adapt Risk
• Company’s Risk objectives with the SB and Internal control
Management & Control • Applications mapping framework based on
Systems are reviewed on exercise completed to company strategy
a quarterly basis by the anticipate changes as
MB and SB. result of new ERP
• The Company keeps • Quarterly Risk Report • Disclosure of • Enhance existing digital
INFORMATION, track of their risks, of Company’s Risk information, internal and solutions (e.g. embed
COMMUNICATION controls, and actions Appetite measurement external, through digital contingency calculation
& REPORTING in appropriate digital and main risks and support and solutions and analyze its content
solutions related mitigating operates adequately for trends)
• Results are disclosed actions • Consider adoption of
according to relevant • Improved disclosure of digital tool aiming to
regulatory frameworks Climate Change related improve risk and control
Risks & Opportunities efficiency
The Company:
• Complies with the OECD transfer-pricing guidelines.
• Supports the OECD’s commitment to enhance tax
transparency and is committed to 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), as well as the Directive
implementing the minimum taxation (OECD Pillar Two)
at EU level. 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 2022.
Note: for complementary details on SBM Offshore’s GEMS is structured around three main process domains:
approach to Operational Excellence, refer also to section executive processes, core processes and support
2.1.4. processes. The core processes have been modelled to
show where the company generates value from its
3.7.1 GLOBAL ENTERPRISE activities. GEMS is represented as shown in the illustration.
MANAGEMENT SYSTEM GEMS gives clear and formal ownership of end-to-end
processes and clear identification of key controls. It
The Management System is one of the key enablers for the
provides a cohesive framework for quality and regulatory
Company to perform its business activities in a consistent,
compliance, health and safety, security of personnel and
reliable and sustainable manner, meeting client
assets, protection of the environment, as well as risk and
expectations, adapting to new challenges and continuously
opportunity management throughout the product lifecycle,
improving ways of working.
ensuring the Company’s sustainability. GEMS can be
accessed in its entirety via the Company's intranet which
The Management System of SBM Offshore is called the
ensures easy access to all employees.
Global Enterprise Management System (GEMS) and is
based on several international standards and other good
EXECUTIVE PROCESSES
MANAGE GROUP STRATEGY MANAGE ENTERPRISE RISK
CORE PROCESSES
TENDER TO CASH
SERVICE TO CASH
PROCURE TO PAY
FORECAST TO CONTROL
RECORD TO REPORT
INVEST TO DIVEST
HIRE TO RELEASE
Directional figures
Directional Revenue 4,532 3,288
Directional Lease and Operate revenue 1,954 1,763
Directional Turnkey revenue 2,578 1,525
Directional EBITDA2 1,319 1,010
Directional Lease and Operate EBITDA 1,124 1,080
Directional Turnkey EBITDA 296 7
Other (101) (77)
Directional Profit/(loss) attributable to shareholders 524 115
1 EBITDA - Profit/(loss) excluding net financing costs, income tax expense, depreciation, amortization and impairment as well as share of profit/(loss) of equity-
accounted investees. For a reconciliation to the consolidated income statement, refer to section 4.1.3 Financial Review IFRS.
2 Directional EBITDA - Directional Profit/(loss) excluding Directional net financing costs, Directional income tax expense, Directional depreciation, amortization
and impairment as well as Directional share of profit/(loss) of equity-accounted investees. For a reconciliation to IFRS figures, refer to section 4.3.2 Operating
segments and Directional reporting.
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.
The Management Board, as chief operating decision maker, monitors the operating results of the Company 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.
PROFITABILITY
Accounting treatment of projects under construction
As stated, Directional reporting differs from IFRS. Under IFRS, the construction of FPSO ONE GUYANA and finalized EPC
works on FPSO Prosperity contributed to both 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 FPSO
Sepetiba, which fully contributed to both Turnkey revenue and gross margin over the period, given these contracts are
classified as finance leases. Under Directional, the contribution to Turnkey revenue and gross margin for these projects is
limited to the portion of the sale to partners in the special purpose entity owning the units (i.e. respectively 35.5%, 45% and
45%).
With regards to the FPSO for the Whiptail development project and expected award of construction and installation
agreements (subject to necessary government approvals and final work order to be received from the client), these align with
Directional. As such, the full revenue and margin will be recognized during the construction period as the FPSO’s ownership
is expected to be transferred to the client at the end of the construction period and before start of operations in Guyana. It
will be recognized as a construction contract falling in the scope of IFRS 15.
Finally, contrary to Directional, the FPSO Liza Unity sale did not contribute to revenue and margin in the current year as
finance lease arrangements are treated as direct sales under IFRS and therefore revenue and margin are recognized over
time during the construction period for the present value of the future lease payments, which include the contractual sale
price.
Revenue
Total revenue increased by 1% to US$4,963 million compared with US$4,913 million in 2022.
This increase has driven the Lease and Operate segment. Lease and Operate revenue increased by 11% to US$1,563 million,
compared with US$1,414 million in the year-ago period. This reflects mainly the following events: (i) FPSO Prosperity joining
the fleet upon successful delivery of the EPCI project during the last quarter of 2023 and (ii) an increase in reimbursable
scopes and an improved performance of the fleet, partially offset by (iii) FPSO Capixaba, which finished production in 2022
(no contribution to revenue in 2023, in the decommissioning phase), (iv) the remeasurement of future demobilization costs in
finance lease contracts leading to the recognition of a reduction of revenue, for the present value of the change and (v) a
regular declining profile of interest revenue from finance leases.
Turnkey revenue decreased by 3% to US$3,400 million, compared with US$3,499 million in the year-ago period, mainly
explained by (i) the completion of the FPSO Liza Unity project during the first quarter of 2022, (ii) a reduced level of progress
on FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão during 2023 compared to the prior-year period, consistent
with the commencement of topsides integration, and (iii) reduced level of activity on FPSO Prosperity, which was in a
EBITDA
EBITDA based on IFRS accounting policies amounted to US$1,239 million, representing a 2% increase compared with
US$1,209 million in the year-ago period.
• Turnkey EBITDA increased to US$646 million in the current year, compared with US$569 million, as a result of (i) the
successful close-out of the construction activities of FPSO Prosperity, delivered over the last quarter of 2023 and (ii)
increase in margin contribution from FPSO ONE GUYANA, given that the project only reached the requisite ’stage of
completion’ to allow margin recognition at the very end of 2022. These positive impacts were partially offset by the same
elements impacting the decrease in IFRS Turnkey revenue.
• The Turnkey EBITDA margin was at a robust level of 19% of Turnkey revenue, despite some impacts from macro-
environment and associated inflation impacts.
• Lease and Operate EBITDA for the current period decreased by 3% to US$695 million versus US$719 million in the same
period prior year. The positive impact from the same drivers as the increase in IFRS Lease and Operate Revenue was
offset by additional non-recurring maintenance costs for the fleet under operation and the comparative impact of a
number of prior-period positive one-offs, including some insurance recoveries. In relation to FPSO Cidade de Anchieta,
repair costs of the asset incurred in 2023 did not impact the Lease and Operate EBITDA as they met the criteria of
capitalization under IAS 16 and therefore have been recognized as an increase in the property, plant and equipment value
of FPSO Cidade de Anchieta.
The other non-allocated costs charged to EBITDA amounted to US$(101) million in 2023, a US$(21) million increase,
compared with the US$(80) million in the year-ago period, which is mainly explained by the implementation of an
optimization plan related to the Company’s support functions’ activities (including US$11 million of restructuring costs), and
continuing investment in the Company’s digital initiatives.
Net income
Depreciation, amortization and impairment decreased by US$95 million year-on-year, primarily due to: (i) the US$92 million
FPSO Cidade de Anchieta impairment booked in the prior year, following the shutdown of the vessel and the capitalization
of associated tank repair costs (refer to section 4.3.13 Property Plant and equipment) and (ii) FPSO Capixaba, which finished
production in 2022.
Net financing costs totalled US$(575) million in 2023, compared with US$(373) million in the year-ago period, an increase of
54% compared with the prior year period, mostly explained by (i) increased project financing to fund continued investment in
growth of the five FPSOs under construction during the period, (ii) additional interest expense on FPSO Liza Destiny and
FPSO Liza Unity project loans and (iii) interest on the US$125 million funding loan agreement secured in 2023 with CMFL in
relation to FPSO Cidade de Ilhabela, in line with the Company aim to diversify its sources of debt and equity funding and to
accelerate equity cash flow from the backlog, partially offset by (iv) the scheduled amortization of project loans.
The effective tax rate over 2023 decreased to (4)%, compared with 16% for the prior year period. The decrease is primarily
driven in 2023 by the recognition of a deferred tax asset on a tax goodwill in Switzerland (absent this deferred tax asset, the
effective tax rate would stand at 20%).
Total equity increased from US$4,914 million at December 31, 2022 to US$5,531 million. Notwithstanding the dividend
distributed to the shareholders of US$197 million, this increase mainly resulted from (i) the positive result over the current
period, (ii) capital contributions from non-controlling interests in special purpose entities and (iii) the increase of the hedging
reserves. The movement in hedging reserve is mainly caused by (i) the increase in marked-to-market value of forward
currency contracts, mainly driven by the depreciation of the US$ exchange rate versus the hedged currencies (especially
EUR and BRL), partially offset by (ii) the decrease in marked-to-market value of the interest rate swaps, due to decreasing
US$ market interest rates during the year.
Net debt increased by US$867 million to US$8,748 million at year-end 2023. While the Company’s net debt was positively
impacted by (i) the amount of the net cash proceeds of the sale of FPSO Liza Unity (with a cash consideration of US$1,259
million received, primarily used for the full repayment of the US$1,140 million project financing), (ii) the settlements of
interest rate swaps related to the financing of FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão of US$154
million and (iii) the Lease and Operate segment's strong operating cash flow, as, in order to fund continued investment
growth, the Company drew on project finance facilities for FPSO Prosperity, FPSO ONE GUYANA, FPSO Almirante
Tamandaré, FPSO Alexandre de Gusmão, the Revolving Credit Facility RCF and the new Revolving Credit Facility for MPF
hull financing.
In line with its aim to diversify its sources of debt and equity funding and to accelerate equity cash flow from the backlog, in
2023, the Company finalized the funding loan agreement and received US$125 million from CMFL in relation to FPSO
Cidade de Ilhabela.
Almost half of the Company’s debt, as of December 31, 2023, consisted of non-recourse project financing (US$4 billion) in
special purpose investees. The remainder (US$5.2 billion) comprised (i) borrowings to support the on-going construction of
FPSO ONE GUYANA, FPSO Almirante Tamandaré, FPSO Alexandre de Gusmão, which will become non-recourse following
project execution finalization and release of the related parent company guarantee, (ii) a project loan on FPSO Sepetiba (the
Company is currently going through the process of releasing the corporate guarantee, after which this project loan will
become non-recourse), (iii) the Company’s RCF,which was drawn for US$550 million as at December 31, 2023, and (iv) the
new US$210 million Revolving Credit Facility for MPF hull financing, completed and fully drawn in December 2023. Cash and
cash equivalents amounted to US$543 million (December 31, 2022: US$683 million). Lease liabilities totaled US$85 million as
of December 31, 2023.
Total assets increased to US$17.2 billion as of December 31, 2023, compared with US$15.9 billion at year end 2022. This
primarily resulted from (i) the increase of contract assets related to the FPSO projects under construction at the end of the
year, (ii) the increase in inventory balance for the new multipurpose hull for use on a future FPSO project and (iii) the increase
of finance lease receivables following first oil of FPSO Prosperity during the current period partially offset by (iv) the decrease
of finance lease receivables following the sale of FPSO Liza Unity during the current period and (v) a reduction of the gross
amount of the finance lease receivables, in line with the repayment schedules.
2023 ROAE stood at 13.8%, in line with the past three-year average of 13.8%.
Directional
in US$ billion FY 2023 FY 2022
Pro-forma Directional backlog 30.3 30.5
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 2023 reflects the following key assumptions:
• The FPSO Liza Destiny contract covers the basic contractual term of 10 years of lease.
• The FPSOs Prosperity and ONE GUYANA contracts covers a maximum period of lease of two years, within which the
FPSO ownership will transfer to the client.
• 10 years of operations and maintenance is considered for FPSOs Liza Destiny, Liza Unity, Prosperity and ONE GUYANA
following signature of the Operations and Maintenance Enabling Agreement (‘OMEA‘) in 2023.
• The impact of the subsequent sale of FPSOs Prosperity and ONE GUYANA is reflected in the Turnkey backlog at the end
of the maximum two-year period.
• With respect to FPSO for the Whiptail development project, for which the full construction, installation and operations
contracts 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.
• The 13.5% equity divestment in FPSO Sepetiba to CMFL has not yet been reflected in the backlog as the transaction
remains subject to various approvals, which include the consent from co-owners, lenders and export credit agencies.
The pro-forma Directional backlog at the end of December 2023 slightly decreased by US$0.2 billion to a total of US$30.3
billion. This was mainly the result of (i) the signed 10-year OMEA for the Guyana FPSO fleet and (ii) the awarded initial scope
to begin FEED activities and secure a Fast4Ward® hull for the FPSO for the Whiptail development project, offset by turnover
for the period which consumed approximately US$4.5 billion of backlog (including the sale of FPSO Liza Unity completed in
30.3 30.5
2023 2022
PROFITABILITY − DIRECTIONAL
Accounting treatment of projects under construction
It should be noted that the ongoing EPC works on the FPSO ONE GUYANA and finalized EPC works on FPSO Prosperity 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, 2023 and are classified as operating leases as per Directional accounting principles.
The Company has determined that it is optimal from an operational and financial perspective to retain full ownership of the
FPSO-owning entity as opposed to partnering on these projects. Therefore, under the Company’s Directional accounting
policy, the revenue and margin recognition on these two 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. The upfront payments and variation orders directly paid by the clients
are recognized as revenues and the cost of sales associated with the related construction work and/or services are
recognized as costs 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 an early exercise of the
purchase option by the client, the Company will book all revenue and margin associated with the transfer in the Turnkey
segment.
Therefore, the contribution of the FPSO ONE GUYANA project to the Directional profit and loss will largely materialize in the
coming years following start of production, in line with the operating cash flows. This has been the case for FPSO Liza Unity
and FPSO Prosperity, which started contributing to Directional net income under the Lease and Operate segment following
With regards to the FPSO for the Whiptail development project and expected award of construction and installation
agreements (subject to necessary government approvals and final work order to be received from the client), the full revenue
and margin will be recognized during the construction period. Contrary to other FPSOs in Guyana, the contracts will not be
classified as operating leases as per Directional accounting principles as the FPSO’s ownership is expected to be transferred
to the client at the end of the construction period and before start of operations in Guyana. It will be recognized as a
construction contract falling in the scope of IFRS 15.
Directional Revenue
Total Directional revenue increased by 38% to US$4,532 million compared with US$3,288 million in 2022, with the increase
primarily attributable to the Turnkey segment.
3,288
2023 2022
Directional Lease and Operate revenue came in at US$1,954 million, an increase versus US$1,763 million in the prior period.
This reflects mainly the following items: (i) FPSO Prosperity joining the fleet upon successful delivery of the EPCI project
during the last quarter 2023 and (ii) an increase in reimbursable scopes and an improved performance of the fleet, partially
offset by (iii) FPSO Capixaba, which finished production in 2022 (no contribution to Directional revenue in 2023, vessel now in
the decommissioning phase).
Directional Turnkey revenue increased to US$2,578 million, representing 57% of total 2023 Directional revenue. This
compares with US$1,525 million, or 46% of total Directional revenue in 2022. This increase was mainly driven by the sale of
FPSO Liza Unity, completed in November 2023. Turnkey revenue was additionally positively impacted by (i) the start of FPSO
FEED work for the Whiptail development project and (ii) additional variation orders on FPSO Prosperity (including the
variation orders for the compensation of costs incurred by the Company after topside readiness, before the commencement
of the charter at first-oil). The increase in Directional turnkey revenue was partially offset by (i) the partial divestment on two
projects at the beginning of 2022 (FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão), which allowed the
Company to recognize revenue for all the EPCI related work performed on these projects up to divestment date in the year
2022 to the extent of the partners’ ownership in lessor related SPVs, (ii) the completion of FPSO Liza Unity project in February
2022 and (iii) a reduced level of progress during the period compared with the year-ago period on FPSO Almirante
Tamandaré and FPSO Alexandre de Gusmão, consistent with the commencement of topsides’ integration.
1,319
1,010
2023 2022
It should be noted that, although the Company recorded a significant decrease in revenue linked to the partial divestment of
a 45% interest in FPSO Alexandre de Gusmão and FPSO Almirante Tamandaré in 2022, there was no comparative impact on
Directional EBITDA related to the divestment. This is because the projects had not reached the requisite ’stage of
completion’ to allow margin to be booked at the time of divestment. With respect to the awarded limited scope for the
FPSO for the Whiptail development project that contributed to the revenue during the period, no contribution to Directional
EBITDA was recognized as the projects had not reached the requisite ’stage of completion’ to allow margin to be recognized
at the end of the current year.
Finally, FPSO Prosperity and FPSO ONE GUYANA are 100% owned by the Company. Despite the increase of activity it has a
limited impact on the Directional EBITDA performance on those projects as, during the current period, the direct payments
received during construction and before first oil of these units are recognized as revenue but without contribution to gross
margin, in accordance with the Company policy for Directional reporting.
• Directional Lease and Operate EBITDA moved from US$1,080 million in the year-ago period to US$1,124 million in the
current year period. This increase resulted from the same drivers as for the Lease and Operate revenue, partially offset by
additional non-recurring maintenance costs on the fleet under operation and some prior-period positive one-off impacts
including some insurance recoveries. In relation to FPSO Cidade de Anchieta, repair costs of the asset incurred in 2023
did not impact the Directional Lease and Operate EBITDA as they met the criteria for capitalization under IAS 16 and
therefore have been recognized as an increase in the Property, Plant and equipment value of the FPSO Cidade de
Anchieta.
The other non-allocated costs charged to Directional EBITDA amounted to US$(101) million in 2023, a US$(24) million
increase compared with the US$(77) million in the year-ago period, which is mainly explained by the implementation of an
optimization plan related to the Company’s support functions’ activities (including US$11 million of restructuring costs), and
continuing investment in the Company’s digital initiatives.
524
115
2023 2022
2.92
0.65
2023 2022
Directional depreciation, amortization and impairment decreased by US$(96) million year-on-year. This primarily resulted
from (i) US$92 million FPSO Cidade de Anchieta impairment booked in the prior year following the shutdown of the vessel
and the capitalization of associated tank repair costs (refer to section 4.3.13 Property Plant and equipment), (ii) FPSO
Capixaba, which finished production in 2022, partially offset by (iii) FPSO Prosperity joining the operating fleet in the last
quarter of 2023, which marked the beginning of the depreciation of the unit.
Directional net financing costs totaled US$(238) million in 2023, compared with US$(188) million in the year-ago period, an
increase of 27% compared with the prior year period, mainly reflecting (i) additional interest expense on FPSO Liza Destiny
and FPSO Liza Unity project loans, (ii) interest expense on FPSO Prosperity joining the operating fleet in November 2023 and
(iii) interest expense on the US$125 million funding loan agreement secured in 2023 with China Merchant Financial Leasing
Ltd (‘CMFL‘) in relation to FPSO Cidade de Ilhabela, in line with the Company aim to diversify its sources of debt and equity
funding and to accelerate equity cash flow from the backlog, partially offset by (iv) the scheduled amortization of project
loans.
As a result, the Company recorded a Directional net profit of US$524 million, or US$2.92 per share, a 355% and 351%
increase respectively when compared with the Directional net profit of US$115 million, or US$0.65 per share, in the year-ago
period.
Directional shareholders’ equity increased by US$370 million from US$1,078 million at year-end 2022 to US$1,448 million at
year-end 2023, mostly due to the following items:
• A positive Directional net income of US$524 million in 2023;
• An increase of the hedging reserve net of deferred tax of US$23 million; and
• Partially offset by dividends distributed to the shareholders, decreasing equity by US$197 million.
The movement in the hedging reserve is mainly caused by (i) the increase in marked-to-market value of forward currency
contracts, mainly driven by the depreciation of the US$ exchange rate versus the hedged currencies (especially
EUR and BRL), partially offset by (ii) the decrease in marked-to-market value of the interest rate swaps, due to decreasing
US$ market interest rates during the year.
It should be noted that, under Directional policy, given the Company’s substantial aggregate ownership share in the FPSOs
under construction, the contribution to profit and equity from these will largely materialize in the coming years at the
Company’s ownership share in lessor-related SPVs, subject to project execution performance, in line with the generation of
associated operating cash flows.
Directional net debt increased by US$572 million to US$6,654 million at year-end 2023. While the Company’s net debt was
positively impacted by (i) the amount of net cash proceeds from the sale of FPSO Liza Unity (with a cash consideration of
US$1,259 million received primarily used for the full repayment of the US$1,140 million project financing), (ii) the settlements
of interest rate swaps related to the financing of FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão of US$154
million and (iii) the Lease and Operate segment’s strong operating cash flow, as, in order to fund continued investment
growth, the Company drew on project finance facilities for FPSO Prosperity, FPSO ONE GUYANA, FPSO Almirante
Tamandaré, FPSO Alexandre de Gusmão, the Revolving Credit Facility (RCF) and the new Revolving Credit Facility for MPF
hull financing.
In line with its aim to diversify its sources of debt and equity funding and to accelerate equity cash flow from the backlog, in
2023, the Company finalized the funding loan agreement and received US$125 million from CMFL in relation to FPSO
Cidade de Ilhabela.
Almost half of the Company’s debt, as at December 31, 2023, consisted of non-recourse project financing (US$3.3 billion) in
special purpose investees. The remainder of the Company’s debt (US$3.8 billion) comprised (i) borrowings to support the
ongoing construction of FPSO ONE GUYANA, FPSO Almirante Tamandaré, FPSO Alexandre de Gusmão, which will become
non-recourse following project execution finalization and release of the related parent company guarantee, (ii) project loan
on FPSO Sepetiba (the Company is currently going through the process of releasing the corporate guarantee, after which
this project loan will become non-recourse), (iii) the Company’s RCF, which was drawn for US$550 million as at December 31,
2023, and (iv) the new US$210 million Revolving Credit Facility for MPF hull financing, completed and fully drawn in
31 December
Notes 2023 31 December 2022
Total borrowings and lease liabilities 4.3.23 9,291 8,564
Less: Cash and cash equivalents 4.3.21 (543) (683)
Net debt 4.3.27 8,748 7,881
Impact of lease accounting treatment 4.3.2 - -
Impact of consolidation methods 4.3.2 (2,094) (1,799)
Directional net debt 6,654 6,082
Directional total assets increased to US$11.2 billion as at December 31, 2023, compared with US$10.8 billion at year-end
2022. This resulted from the substantial investments in property, plant and equipment (mainly FPSO Prosperity, FPSO
Sepetiba, FPSO Almirante Tamandaré, FPSO Alexandre de Gusmão, FPSO ONE GUYANA and awarded limited scope for
the FPSO for the Whiptail development project).
The relevant covenants (solvency ratio and interest cover ratio) applicable for the Company’s RCF, drawn for c.US$550 million
as at year-end 2023, and the new Revolving Credit Facility for MPF hull financing, drawn for c. US$210 million as at year-end
2023, were all met at December 31, 2023. For more detailed information on convenants, please refer to section 4.3.23
Borrowings and Lease Liabilities. In line with previous years, the Company had no off-balance sheet financing.
The Company’s Directional financial position has remained strong as a result of the cash flow generated by the fleet, as well
as the positive contribution of the turnkey activities.
41.4
2023 Directional return on average equity stood at 41.4%, above the past three-year average of 14.4%. This is mainly the
result of the sale of FPSO Liza Unity.
The Company generated strong Directional operating cash flows mainly as a result of the cash flow from the fleet under
operations and the proceeds received from FPSO Liza Unity sale.
Cash generated from the strong Directional operating cash flows, drawdowns on project financings, the RCF, the Revolving
Credit Facility for MPF hull financing, the settlements of interest rate swaps related to the financing of FPSO Almirante
Tamandaré and FPSO Alexandre de Gusmão of US$154 million, the US$125 million funding loan agreement received from
CMFL in relation to FPSO Cidade de Ilhabela, together with some of the Company's existing cash was primarily used to:
• Invest in the five FPSOs under construction over the period, and some initial scope for the FPSO for the Whiptail
development project and the two Fast4Ward® new build multi-purpose hulls.
• Repayment of the project loan following the FPSO Liza Unity sale;
• Pay dividends to shareholders; and
• Service the Company’s non-recourse debt and interest in accordance with the respective repayment schedules.
As a result, Directional cash and cash equivalents decreased from US$615 million at year-end 2022 to US$563 million at year-
end 2023.
2024 Directional EBITDA guidance is around US$1.2 billion for the Company.
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, 2023 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 28, 2024.
The Company financial statements included in section 4.4 are part of the 2023 financial statements of SBM Offshore N.V.
In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local accounting policies, IFRS
17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects.
The Company has made a thorough assessment of its transactions against the scope of IFRS 17 and concluded that, despite
the fact it does have some transactions that may fall within the scope of IFRS 17, those transactions are either scoped out
(such as warranties provided to its customers) or an accounting policy choice is available (e.g., fixed-fee service contracts).
The Company has decided to apply the accounting policy option to not apply IFRS 17 where permitted.
The amendment had no impact on the consolidated financial statements of the Company.
The amendments had a minor impact on the consolidated financial statements of the Company. The Company has
performed a reassessment of its accounting policy disclosures against the amended guidance, which resulted in minor
changes to the section on accounting policies.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
This amendment aims to narrow the scope of the initial recognition exception (’IRE’) provided in IAS 12, so that it no longer
applies to transactions that give rise to equal taxable and deductible temporary differences, such as leases and
decommissioning liabilities.
The impact of the application of this amendment to IAS 12 relates to lease transactions in which the Company is the lessee,
and for which the Company applied the initial recognition exemption.
This amendment resulted in the recognition of additional deferred tax assets and deferred tax liabilities on the balance sheet
at January 1, 2023, of US$11 million and US$10 million respectively, with an insignificant net impact of less than US$1 million.
Considering the materiality, the Company has recognized the impact fully in 2023.
The Company has been monitoring the accounting discussion around the recognition of deferred taxes arising from Pillar
Two Model Rules and, following the amendment requirements, the Company did not recognize any deferred taxes in its
financial statements 2023 related to potential impacts of top-up taxes arising from such legislation. The mandatory
temporary exception applies immediately.
• Introduce new disclosure requirements, which are only applicable to annual financial statements commencing on or after
January 1, 2023.
As the Company is within the scope of the Pillar Two legislation, the Company is in the process of assessing the applicable
regulations and understanding the requirements. The EU has published the Directive (EU) 2022/2523, in the Official Journal
of the EU, on December 22, 2022, aiming to ensure a global minimum level of taxation for multinational enterprise groups
and large-scale domestic groups in the EU, based on a system of two interlocked rules, together referred to also as the
‘GloBE rules’, through which an additional amount of tax (so-called ‘Top-up Tax’) should be collected when the effective tax
rate in a given jurisdiction is below 15%. Following the EU Directive, the Dutch government issued its draft proposal of the
Minimum Taxation Act 2024 in October 2022 for consultation, while on December 15, 2022, the Council of the European
Union formally adopted the directive implementing the minimum taxation at EU level. On December 19, 2023 the Dutch
Senate approved the Minimum Tax Act 2024. The measures are considered to be substantively enacted for financial
statements ending after 19 December 2023. The main rule of the Minimum Tax Act 2024 (so-called Income Inclusion Rule or
IIR) will become effective on or after December 31, 2023 with the backstop rule (so-called Undertaxed Profits Rule or UTPR)
The Company will be impacted by the GloBE rules, the result of the assessment of the expected impact is disclosed under
4.3.10 Income Tax Expense as per requirements of the issued IAS 12 amendment.
Standards and Interpretations not mandatorily applicable to the Company as of January 1, 2023
Standards and amendments published by the IASB and endorsed by the European Union
The following standards and amendments published by the IASB and endorsed by the European Union are not mandatorily
applicable as of January 1, 2023:
• Amendments to IFRS 16 – ‘Lease Liability in a Sale and Leaseback’; and
• Amendments to IAS 1 – ‘Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants’.
The Company is currently assessing the impact of amendments issued, however the Company does not expect a material
impact on the financial statements due to their future adoption.
Standards and amendments published by the IASB and not yet endorsed by the European Union
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 7 and IFRS 7 – ‘Disclosures: Supplier Finance Arrangements’; and
• Amendments to IAS 21 - Lack of exchangeability.
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.
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.
Judgment 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.
The anticipated useful life of the leased facilities under an operating lease:
Management uses its experience to estimate the remaining useful life of an asset. The actual useful life of an asset may be
impacted by an unexpected event that may result in an adjustment to the carrying amount of the asset.
The Company consistently monitors each issue around uncertain income tax treatments across the group in order to ensure
that the Company applies sufficient judgment to the resolution of tax disputes that might arise from examination of the
Company’s tax position by relevant tax authorities.
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.
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 represents Management’s best
estimate of the present value of the future costs required.
The impact of the current economic and geopolitical environment 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 these current macroeconomic circumstances when satisfying the Company’s performance
obligations, refer to note 4.3.3 Revenue.
Following the assessments, the Company does not expect any significant impact in other areas.
Judgments:
In addition to the above estimates, the Management exercises the following judgments:
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. The
discount rate used to measure the net investment in the lease is the interest rate implicit in the lease. During the
construction phase, revenue is recognized over time, as per IFRS 15, due to the fact the Company is acting as manufacturer
lessor (refer to accounting policy (d) Revenue).
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 at financial position
date, when circumstances which caused the initial impairment have improved or no longer exist.
(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: Turret Mooring Systems (’TMS’), Floating Offshore Wind (’FOW’) and 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 the ability of the deliverable to be performed by another party. Based on this assessment,
the Company ascertains whether the multiple deliverables are one, or separate, performance obligation(s).
The Company determines the transaction price for its performance obligations based on contractually agreed prices. The
Company has various arrangements with its customers in terms of pricing, but, in principle (i) the construction contracts have
agreed fixed pricing terms, including fixed lump sums and reimbursable type of contracts, (ii) the majority of the Company’s
lease arrangements have fixed lease rates and (iii) the operating and service type of contracts can be based on fixed lump
sums or reimbursable type of contracts. The Lease and Operate contracts generally include a variable component for which
the 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 that generally reflect the progress of delivered performance
obligations. However, if the Company‘s delivered performance obligation exceeds installments invoiced to the client, a
contract asset is recognized (see note 4.3.3 Revenue). If the installments invoiced to the client exceed the work performed, a
contract liability is recognized (see note 4.3.25 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.
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 the applicable discount rate using a market rate of interest that
takes into account, among others: time value of money, financing structure and risk profile of a client and project.
Charter rates
Charter rates received on long-term operating lease contracts are reported on a straight-line basis over the period of the
contract once the facility has been brought into service. The difference between straight-line revenue and the contractual
day-rates, which may not be constant throughout the charter, is accounted for as deferred income.
Revenue from finance lease contracts is, as of the commencement date of the lease contract, recognized over the term of
the lease using the amortized cost method, which reflects a constant periodic rate of return.
Operating fees
Operating fees are received by the Company for facilitating receipt, processing and storage of petroleum services on board
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) or 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.
Contract costs
The incremental costs of obtaining a contract with a customer are recognized as an asset when the costs are expected to be
recovered. The Company uses a practical expedient that permits the costs to be expensed to obtain a contract as incurred
when the expected amortization period is one year or less. The 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.
Contract assets
Contract assets, as defined in IFRS 15, represent the Company’s construction work-in-progress. 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 contract assets are measured as accumulated revenue, recognized over time, based on
progress of the project, net of installments invoiced to date. The invoiced installments represent the contractually agreed
unconditional milestone payments during the construction period and these amounts are classified as trade receivables until
the amount is paid. The Company recognizes any losses from onerous contracts under provisions, in line with IAS 37. Further,
the impairment of contract assets 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 contract assets.
In case of contract asset 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.
In prior consolidated financial statements, the Company has presented contract assets as Construction work-in-progress in
the consolidated statement of financial position, as well as the notes to the consolidated financial statements.
Contract liabilities
The Company recognizes a contract liability (see note 4.3.25 Trade and Other Payables) where installments are received in
advance of satisfying the performance obligation towards the customer.
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.
No operating segments have been aggregated to form the above reportable 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.
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.
When the receivable is recognized, it is limited to the amount of the corresponding demobilization obligation. 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
the contract liability, for the present value of the change.
(b) Consolidation
The Company’s consolidated financial statements include the financial statements of all controlled subsidiaries.
In determining, under IFRS 10, whether the Company controls an investee, the Company assesses whether it has (i) power
over the investee, (ii) exposure or rights to variable returns from its involvement, and (iii) the ability to use power over
investees to affect the amount of return. To determine whether the Company has power over the investee, multiple
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 a decision, the deadlock clause of the shareholders’ agreements generally stipulates whether a substantive right is
granted to the Company or to all the partners in the entity to buy its shares through a compensation mechanism that is fair
enough for the Company or one of the partners to acquire these shares. In case such a substantive right resides with the
Company, the entity will be defined under IFRS 10 as controlled by the Company. In case no such substantive right is held by
any of the shareholders through the deadlock clause, the entity will be defined as a joint arrangement.
Subsidiaries:
Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or
has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. Subsidiaries are consolidated using the full consolidation method.
All reciprocal transactions between two controlled subsidiaries, with no profit or loss impact at consolidation level, are fully
eliminated for the preparation of the consolidated financial statements.
Investments in associates:
Associates are all entities over which the Company has significant influence. Significant influence is the power to participate
in the financial and operating policy decisions of the investee, but it is not control over those policies. Investments in
associates are accounted for using the equity method.
When losses of an equity-accounted entity are greater than the value of the Company’s net investment in that entity, these
losses are not recognized unless the Company has a constructive obligation to fund the entity. The share of the negative net
equity of these is first accounted for against the loans held by the owner towards the equity-accounted company that forms
part of the net investment. Any excess is accounted for under provisions.
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.
Finance lease receivables are non-derivative financial assets with fixed or determined payments that are not quoted in an
active market.
The Company classifies its financial assets at amortized cost only if both of the following criteria are met:
• The asset is held within a business model whose objective is to collect the contractual cash flows; and
• The contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or have been
transferred and the Company has transferred substantially all the risks and rewards of ownership.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are
capitalized into the cost of the asset in the period in which they are incurred. Otherwise, borrowing costs are recognized as
an expense in the period in which they are incurred.
Borrowings are derecognized when the Company either discharges the borrowing by paying the creditor or is legally
released from primary responsibility for the borrowing, either by process of law or by the creditor.
Lease liabilities, arising from lease contracts in which the Company is the lessee, are initially measured at the net present
value of the following:
• Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
• 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.
Translation of foreign currency income statements of foreign operations (except for foreign operations in hyper-inflationary
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 operations 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. On disposal or partial disposal of a foreign operation, any corresponding
cumulative exchange differences are transferred from equity to profit or loss.
Derivative financial instruments held by the Company are aimed at hedging risks associated with market risk fluctuations. The
Company uses primarily forward currency contracts, interest rate swaps and commodity contracts to hedge foreign currency
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.
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 4.3.27 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.
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.
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
Subsequent costs are included in an asset’s 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.
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.
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 years, 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 and impairment losses.
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) 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
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 and
then reclassified from inventories to contract assets.
Other receivables are recognized initially at fair value and subsequently measured at amortized cost, using the effective
interest rate method. Interest income, together with gains and losses when the receivables are derecognized or impaired, is
recognized in the income statement.
Income tax expenses comprise corporate income tax due in countries of incorporation of the Company’s main subsidiaries
and levied on actual profits. Income tax expense also includes the corporate income taxes which are levied on a deemed
profit basis and revenue basis (withholding taxes in the scope of IAS 12). This presentation adequately reflects the
Company’s global tax burden.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilized. Deferred tax is provided for on temporary differences arising on investments
in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the
Company and it is probable that the temporary difference will not reverse in the foreseeable future.
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 to 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
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.
Construction activities for the Company’s major projects were impacted in early 2023 by the effects of the COVID-19
pandemic and, in particular, response measures in China during the first months of 2023. Since then, the impact of the
COVID-19 pandemic has normalized.
Despite the fact that the Company does not have any significant business activity in Ukraine or Russia, the Russia-Ukraine war
has added pressure on price inflation and the global supply chain, notably from (i) rising prices and/or shortage of certain
materials and services and (ii) delays in logistics.
Further, in 2023, U.S.-China tensions, and latterly the Israel-Gaza war, have accelerated geopolitical pressures that have
adversely impacted the macroeconomic environment, in terms of high inflation, energy market pressure and increasing
interest rates. While the Company does not have any material business activity in the Middle East region, it has significant
activities in China related to construction projects. In that context, the Company is closely monitoring and assessing those
macroeconomic and geopolitical risks on a regular basis, especially in regards to potential exposure with its Chinese
suppliers. So far, the Company assessment is that the current risk is considered as moderate.
In order to mitigate the impact of the above events, project teams are working closely, with both client teams and suppliers,
to mitigate any impact on project execution. The degree to which these challenges can be mitigated varies from project to
project. The Company has demonstrated its ability, and agility, to navigate through this challenging environment with FPSO
Prosperity and FPSO Sepetiba producing and on hire, respectively in November 2023 and early January 2024. As at the date
of the 2023 consolidated financial statement, the ultimate delivery of major projects still under construction is not considered
at risk, based on currently known circumstances.
Regarding the operation of the fleet, challenges brought by the pandemic have been properly handled, thanks to specific
measures implemented over the last three years, which have so far demonstrated their efficacy. The Company achieved a
solid performance and the fleet uptime stood at 98.2%1, in line with historical performance.
Due to the pandemic and the current economic and geopolitical environment, the Company incurred additional costs in
satisfying its performance obligations on some of its Turnkey projects. This was mainly due to the overall pressure on the
global supply chain, delay in projects following lock-down periods in China, subsequent acceleration programs negotiated
with sub-contractors, international travel restrictions and remote working and a general increase in commodity prices. The
costs contributed to the progress of the transfer of control of the construction asset to the client 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.
For the operational costs, incremental costs from the implementation of specific measures linked to the safe management of
the impacts from the COVID-19 pandemic have been minimal during 2023. The Company, to a large extent, has inflation
adjustment clauses in its Lease & Operate contracts, which additionally mitigate the costs linked to overall cost inflation.
In order to mitigate the impact of increasing interest rates on its financing, the Company manages its exposure through
upfront interest rate swaps upon contract award or through reimbursed contract clauses with its clients. The hedge ratio of
the floating-rate debt and the associated interest rate swaps is above 90%.
SBM Offshore, given its involvement in Guyana, maintains a regular oversight of the evolving geopolitical landscape in the
region in collaboration with its partners, clients and local authorities. The company operations were not impacted in 2023
and no disruptions to the ongoing operations are expected. However, based on the current situation, SBM Offshore is
continuously evaluating risk factors and potential evolution of the geopolitical situation which could impact its current or
future operations in the region.
1
Fleet uptime without FPSO Mondo.
The project financing is provided by a consortium of 13 international banks, with insurance cover from four international
Export Credit Agencies (ECA). The financing is composed of five separate facilities with a c. 6.3% weighted average cost of
debt and a 14-year post-completion maturity for both the ECA-covered facilities and the uncovered facility.
The FPSO's design incorporates SBM Offshore’s industry-leading Fast4Ward® new build, multi-purpose hull. It will be the
largest oil-producing unit in Brazil, with a processing capacity of 225,000 barrels of oil and 12 million m3 of gas per day. The
FPSO will have an estimated greenhouse gas (GHG) emission intensity below 10 kgCO2e/boe and will benefit from emission-
reduction technologies, such as closed-flare technology which increases gas utilization, preventing it from being burnt into
the atmosphere.
FPSO Almirante Tamandaré is owned and operated by a special-purpose company owned by affiliated companies of
SBM Offshore (55%) and its partners (45%). The FPSO will be deployed at the Búzios field in the Santos Basin, approximately
180 kilometers offshore Rio de Janeiro in Brazil, under a 26.25-year lease-and-operate contract with Petróleo Brasileiro S.A.
(Petrobras). Petrobras is operating the Búzios field in partnership with CNODC and CNOOC.
Signing of 10-year Operations and Maintenance Enabling Agreement for Guyana FPSO fleet with ExxonMobil Guyana
On May 2, 2023, the Company announced it had signed a 10-year Operations and Maintenance Enabling Agreement with
Esso Exploration & Production Guyana Ltd (‘ExxonMobil Guyana‘) for the Operations and Maintenance of FPSOs Liza
Destiny, Liza Unity, Prosperity and ONE GUYANA. This framework agreement establishes new terms related to the
operations of the Guyana FPSO fleet for a period of 10 years up to 2033. The lease terms and durations remain the same for
all units, with a 10-year lease for FPSO Liza Destiny and up to two years lease for FPSOs Prosperity and ONE GUYANA, after
which the FPSOs’ ownership will transfer to the client. This contract supports SBM Offshore’s long-term business vision in
Guyana, enabling the Company to perform local and sustainable investments in people and infrastructure, as well as to
deploy its digital and operational technologies to the Guyana fleet. The estimated impact on the revenue backlog is around
US$3 billion, based on various operating and maintenance assumptions.
SBM Offshore will operate the units through an Integrated Operation Model, which encompasses an organization model
including seconding ExxonMobil Guyana employees in some key onshore and offshore positions. This model will combine
SBM Offshore and ExxonMobil Guyana’s experience and resources to increase team efficiency and foster synergies between
the two companies.
The project financing is provided by a consortium of 12 international banks with insurance cover from three international
Export Credit Agencies (ECA). The financing is composed of four separate facilities with a ca. 6.6% weighted average cost of
debt and a 14-year post-completion maturity for both the ECA-covered facilities and the uncovered facility.
The FPSO's design incorporates SBM Offshore’s industry-leading Fast4Ward® new build, multi-purpose hull. It will
have a processing capacity of 180,000 barrels of oil and 12 million m3 of gas per day. The FPSO will have an estimated
greenhouse gas (GHG) emission intensity within the range of 8-12 kgCO2e/boe for the Company’s new build FPSOs,
benefiting from proprietary emission reduction technologies.
FPSO Alexandre de Gusmão is owned and operated by special-purpose companies owned by affiliated companies of
SBM Offshore (55%) and its partners (45%). The FPSO will be deployed at the Mero unitized field, located in the Santos Basin
approximately 160 kilometers offshore Rio de Janeiro in Brazil, under a 22.5-year lease-and-operate contract with Petróleo
Brasileiro S.A. (Petrobras). The Mero unitized field is operated by Petrobras (38.6%), in partnership with Shell Brasil (19.3%),
TotalEnergies (19.3%), CNPC (9.65%), CNOOC (9.65%) and Pré-sal Petróleo S.A. – PPSA (3.5%), representing the Government
in the non-contracted area.
Following FEED and subject to government approvals in Guyana of the development plan, project sanction, including final
investment decision by ExxonMobil Guyana Limited, an affiliate of ExxonMobil Corporation, to release the second phase of
work, SBM Offshore will construct and install the FPSO. The FEED contract award triggers the initial release of funds by
ExxonMobil Guyana Limited to begin FEED activities, and commits a Fast4Ward® hull for the execution of the Whiptail
development project in Guyana.
Under the contracts, the FPSO’s ownership is expected to be transferred to the client at the end of the construction period
and before start of operations in Guyana. The construction costs are expected to be partially funded by senior loans which
will be repaid at the time of the FPSO’s transfer to the client.
SBM Offshore is expected to operate the FPSO through its integrated operations and maintenance model, combining
SBM Offshore and ExxonMobil’s expertise and experience, leveraging key learning and the operational excellence of the
units currently deployed in Guyana.
The contract is classified as a construction contract falling in the scope of IFRS 15.
The transaction comprises a total cash consideration of US$1,259 million. The net cash proceeds will primarily be used for
the full repayment of the US$1.14 billion project financing and as such will decrease SBM Offshore’s net debt position.
The FPSO Liza Unity has been on hire since February 2022 and, since 2023, has been operated through the integrated
operations and maintenance model, combining SBM Offshore and ExxonMobil’s expertise and experience delivering
outstanding operational performance.
Under IFRS reporting, the exercise of the purchase option received from ExxonMobil, in the amount of US$1,259 million,
which was included in the finance lease receivable, led to a derecognition of the finance lease receivable against the
payment received by the Company, with no impact on the net result.
The FPSO Prosperity utilizes a design that largely replicates the design of the FPSO Liza Unity. As such, the design is based
on SBM Offshore’s industry-leading Fast4Ward® program that incorporates the Company’s new build, multi-purpose hull
combined with several standardized topsides modules. The FPSO is designed to produce 220,000 barrels of oil per day, will
have associated gas treatment capacity of 400 million cubic feet per day and water injection capacity of 250,000 barrels per
day. The FPSO is spread-moored in a water depth of about 1,900 meters and will be able to store around 2 million barrels of
crude oil.
The FPSO is part of the Payara development, which is the third development in the Stabroek block, circa 200 kilometers
offshore Guyana. ExxonMobil Guyana Limited, an affiliate of ExxonMobil Corporation, is the operator and holds a 45 percent
interest in the Stabroek block, Hess Guyana Exploration Ltd. holds a 30 percent interest and CNOOC Petroleum Guyana
Limited holds a 25 percent interest.
Raising of new US$210 million Revolving Credit Facility for MPF hull financing
On December 15, 2023, the company announced to have secured a US$210 million Revolving Credit Facility for the financing
of the construction of Fast4Ward® Multi-Purpose Floater (MPF) hulls. The tenor of the Revolving Credit Facility is eighteen
months, with an extension option for another six months. Repayment is expected to take place upon sale of the MPF hulls or
upon drawdown of the relevant project loan.
Under the Company’s industry-leading Fast4Ward® program, eight standardized MPF hulls have been ordered to date, with
seven allocated to projects and one supporting tendering activities.
Impact of business re-alignment on deferred taxes and future impact of Pillar Two on financial statement disclosures
As part of various business developments including the effects of Pillar Two, a business re-alignment under the existing Swiss
tax regime applicable to Swiss companies of the Company took place. This notably has had a positive impact in respect of
Pillar Two, based on the implementing measures as they currently stand (refer to 4.3.10 Income Tax Expense). The re-
alignments resulted in the recognition of a deferred tax asset for a net amount of US$141 million in relation to a tax goodwill
in Switzerland (refer to note 4.3.17 Deferred Tax Assets and Liabilities and 4.3.10 Income Tax Expense).
The SBM Offshore group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in the
Netherlands, the jurisdiction in which the company is incorporated, and will come into effect from January 1, 2024. Since the
Pillar Two legislation was not effective at the reporting date, the group has no related current tax exposure (refer to 4.2.7
Accounting Principles). The Company will be impacted by the GloBE rules, and the result of the assessment of the expected
impact is disclosed under 4.3.10 Income Tax Expense as per the requirements of the issued IAS 12 amendment.
DIRECTIONAL REPORTING
Strictly for the purposes of this note, the operating segments are measured under Directional reporting, which in essence
follows IFRS, but with two main exceptions:
• 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 the Company’s percentage of ownership (hereafter referred to as ’percentage of
ownership consolidation’). All joint ventures and associates within the Turnkey segment (such as yards and installation
vessel) remain equity accounted. Therefore, when the Company has partners in the lessor-related SPV owning the lease
contract with the client, the Company recognizes revenue as well as margin associated with the EPC works to the extent
of the partners’ shares in the lessor SPV. In situations where the Company reduces its percentage of ownership after award
date of the contract, due to a disposal of shares to a partner, the relevant portion of the assets and liabilities already
accounted at transaction date are derecognized. This derecognition is accounted against (i) the recognition of the fair
value of any consideration received and associated revenue and (ii) the recognition of cost of sales, from contract award to
transaction date and to the extent of the ownership divested.
• All deferred tax impacts generated by intragroup elimination are not recognized.
In 2023, 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 Directional Lease and Operate Revenue and Directional EBITDA increased versus the year-ago period, mainly driven by
(i) FPSO Prosperity joining the fleet upon successful delivery of the EPCI project during the last quarter 2023 (ii) an increase in
reimbursable scopes and an improved performance of the fleet, partially offset by (iii) FPSO Capixaba, which finished
production in 2022 (no contribution to Directional revenue in 2023, now in the decommissioning phase).
The Directional Turnkey Revenue and Directional EBITDA increased versus the year-ago period. This increase was mainly
driven by the sale of FPSO Liza Unity in 2023. Directional Turnkey revenue was additionally positively impacted by (i) the
awarded limited scope for the FPSO for the Whiptail development project and (ii) additional variation orders on FPSO
Prosperity (including the variation orders for the compensation of costs incurred by the Company after topside readiness,
before the commencement of the charter at first-oil). The increase in Directional Turnkey revenue was partially offset by (i) the
partial divestment on FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão in 2022, which allowed the Company to
recognize revenue for all the EPCI related work performed on these projects up to divestment date, to the extent of the
partners’ ownership in lessor-related SPVs, (ii) the completion of FPSO Liza Unity project in February 2022, and (iii) a reduced
level of progress during the period, compared with the year-ago period, on FPSO Almirante Tamandaré and FPSO
Alexandre de Gusmão, consistent with the commencement of topsides’ integration.
Reported
segments under Impact of lease Impact of
Directional accounting consolidation Total Consolidated
reporting treatment methods IFRS
Revenue
Lease and Operate 1,954 (529) 139 1,563
Turnkey 2,578 707 115 3,400
Total revenue 4,532 177 253 4,963
Gross margin
Lease and Operate 669 (94) 97 671
Turnkey 394 290 64 748
Total gross margin 1,063 196 161 1,420
EBITDA
Lease and Operate 1,124 (527) 98 695
Turnkey 296 284 65 646
Other (101) - (0) (101)
Total EBITDA 1,319 (243) 163 1,239
EBIT
Lease and Operate 633 (91) 96 638
Turnkey 259 287 66 612
Other (104) - 0 (104)
Total EBIT 788 196 162 1,145
Net financing costs (238) (218) (119) (575)
Share of profit of equity-accounted investees 4 - 15 19
Income tax expense (30) (2) 57 25
Profit/(loss) 524 (24) 114 614
Impairment charge/(reversal) 6 0 2 8
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.
Net financing costs increased by US$(218) million. During construction, interest on project loans are expensed under IFRS
while they are capitalized in the vessel under construction under Directional. As a result of the above elements, restatement
from operating to finance lease accounting treatment results in an aggregate decrease of net profit of US$(24) million under
IFRS when compared with Directional reporting.
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 results in a net increase of revenue, gross
margin, EBIT and EBITDA. This reflects the fact that under IFRS reporting the Company recognizes the full revenue, gross
margin, EBIT and EBITDA in the subsidiaries that are not totally owned by the Company, but over which the Company has
the control.
As a result of the above elements, the restatement of the impact of consolidation methods results in an aggregate increase
of net profit of US$114 million under IFRS when compared with Directional reporting.
Reported
segments under Impact of lease Impact of
Directional accounting consolidation Total Consolidated
reporting treatment methods IFRS
Revenue
Lease and Operate 1,763 (482) 133 1,414
Turnkey 1,525 1,854 120 3,499
Total revenue 3,288 1,372 253 4,913
Gross margin
Lease and Operate 492 (52) 111 551
Turnkey 73 500 59 632
Total gross margin 565 449 169 1,182
EBITDA
Lease and Operate 1,080 (479) 118 719
Turnkey 7 506 57 569
Other (77) - (2) (80)
Total EBITDA 1,010 26 173 1,209
EBIT
Lease and Operate 484 (42) 120 562
Turnkey (12) 494 59 540
Other (80) - (2) (82)
Total EBIT 392 451 177 1,020
Net financing costs (188) (91) (93) (373)
Share of profit of equity-accounted investees 0 (0) 12 12
Income tax expense (88) (14) (2) (104)
Profit/(loss) 115 346 94 555
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.
As a result, the restatement from operating to finance lease accounting treatment gives rise to an aggregate increase of
equity of US$2,293 million under IFRS when compared with Directional reporting. This primarily reflects the earlier margin
recognition on finance lease contracts under IFRS when compared with Directional reporting.
As a result, the restatement of the impact of consolidation methods gives rise to an aggregate increase of equity of US$1,790
million under IFRS when compared with Directional reporting.
Following the announcement that ExxonMobil Guyana Limited exercised the purchase option for FPSO Liza Unity (refer to
note 4.3.1 Financial Highlights), the Company received the proceeds of the purchase in the amount of US$1,259 million,
which is presented under IFRS reporting as inflow within cash flows from operating activities in the line ‘Reimbursement
finance lease assets’. Under Directional, the proceeds are also presented within cash flows from operating activities under
EBITDA which should be considered together with ’Adjustments for non-cash and investing items’ where the net book value
of the FPSO Liza Unity in the amount of US$902 million recognized as cost of sales was cancelled.
A large part of the capital expenditures (US$1,486 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
The impact of the change of lease accounting treatment at EBITDA level is described in further detail in the earlier
reconciliation of the Company’s income statement.
The Directional deferred income is mainly related to the revenue of those lease contracts, which include a decreasing day-
rate schedule. As revenue from lease contract with customers is recognized in the income statement on a straight-line basis
with reference to IFRS 16 ‘Leases’, the difference between the yearly straight-line revenue and the contractual day rates is
included as deferred income. The deferral will be released through the income statement over the remaining duration of the
relevant lease contracts.
Directional IFRS
Lease and Reported Lease and Reported
Operate Turnkey segments Operate Turnkey segments
Brazil 832 572 1,405 940 1,505 2,445
Guyana 688 1,826 2,514 485 1,694 2,179
Angola 247 19 266 4 38 43
Equatorial Guinea 108 1 109 104 0 104
Malaysia 49 3 51 0 5 6
The United States of America 28 2 30 28 2 30
France - 43 43 - 43 43
Nigeria - 22 22 - 22 22
Norway - 25 25 - 25 25
Other 2 65 67 2 65 67
Total revenue 1,954 2,578 4,532 1,563 3,400 4,963
Directional IFRS
Lease and Reported Lease and Reported
Operate Turnkey segments Operate Turnkey segments
Brazil 807 1,063 1,871 922 2,113 3,035
Guyana 541 338 878 360 1,256 1,615
Angola 230 6 236 3 9 12
Equatorial Guinea 101 1 101 92 (0) 92
Malaysia 47 3 50 0 5 5
The United States of America 33 1 34 33 1 34
France - 25 25 - 25 25
Mozambique - 19 19 - 19 19
Nigeria - 14 14 - 14 14
Norway - 18 18 - 18 18
Other 4 39 43 4 39 43
Total revenue 1,763 1,525 3,288 1,414 3,499 4,913
Under IFRS, two customers each represent more than 10% of the consolidated revenue. Total revenue from these major
customers amounts to US$4,598 million (US$2,213 million and US$2,386 million respectively). In 2022, two customers
accounted for more than 10% of the consolidated revenue (US$4,635 million), US$2,988 and US$1,647 million respectively.
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 46% of the Company’s 2023 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 97%) 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 several 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, 2023. 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 net
amount of performance-related payments for 2023 increased to US$132 million (2022: US$(3) million). This increase is
mostly related to the shutdown of FPSO Cidade de Anchieta in the year-ago period.
The unsatisfied performance obligations for the committed construction contracts mostly relate to four major construction
FPSO contracts. Revenue related to these construction contracts is expected to be recognized over the coming two 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 2024 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 installments invoiced to the client, a
contract asset is recognized. If the installments invoiced to the client exceed the work performed, a contract liability is
recognized.
As a result of various commercial discussions with clients, the Company recognized revenue amounting to US$7 million in
2023 (2022: US$27 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.
CONTRACT BALANCES
The table below sets out the contract balances for the years 2023 and 2022:
31 December
Notes 2023 31 December 2022
Current contract liability 4.3.25 74 42
Non-current contract liability 4.3.25 22 -
Total contract liabilities 97 42
Current contract assets 7,134 5,681
Total contract assets 7,134 5,681
Contract assets
During the period ended December 31, 2023, the Company completed construction of FPSO Prosperity, marking first oil
date on November 14, 2023. As of this date, the lease of FPSO Prosperity commenced and the contract asset related to this
unit was reclassified to finance lease receivables (refer to notes 4.3.1 Financial Highlights and 4.3.15 Finance Lease
Receivables).
As a result, the contract asset balance as at December 31, 2023 of US$7,134 million (2022: US$5,681 million) increased in
relation to progress made during the period on the construction of FPSO Almirante Tamandaré, FPSO Alexandre de
Gusmão, FPSO Sepetiba, FPSO ONE GUYANA and initial limited scope for the FPSO for the Whiptail development project,
partly offset by the finalization of the FPSO Prosperity construction.
Regarding information about expected credit losses recognized for contract assets, refer to note 4.3.27 Financial Instruments
– Fair Values and Risk Management.
As at December 31, 2023, current contract liabilities relate to one of the Company’s renewable projects and other minor
construction projects.
Non-current contract liabilities of US$22 million (2022: nil) have been recognized as at December 31, 2023, following the
reassessment of the demobilization performance obligations and associated remeasurement of future demobilization costs
in finance lease contracts. This reassessment triggered an increase in the contract liability for demobilization costs.
Therefore, as explained in B. Critical Accounting Policies – (f) Demobilization obligations, these future obligations have been
recognized during the period through contract liability, for the present value of the change.
The Company recognized revenue of US$31 million during the period, which was included in the contract liabilities as per
December 31, 2022.
In 2023, the total other operating income and expense mainly includes a restructuring expense in the amount of US$11
million corresponding to severance costs relating to the implementation of an optimization plan for the Company’s support
functions’ activities, aiming to improve the global performance and cost efficiency. The restructuring impacted approximately
106 employees.
For comparison, in 2022, the total other operating income and expense mainly included US$9 million gain realized from the
disposal of the SBM Installer and an insurance recovery of US$27 million in respect of one of the Brazilian units.
In 2023 ’Expenses on construction contracts’ slightly decreased compared to the previous year. Despite having five FPSO’s
under construction during the period and the start of FPSO FEED work for the Whiptail development project (compared to
five FPSO’s in 2022), the reduction is a result of lower progress on Turnkey Brazilian projects and the completion of FPSO
’Employee benefit expenses’ increased due to higher man-hour-related activities in Turnkey projects and the ramp-up of
operations on the fleet in operation.
’Vessel operating costs’ increased, mainly as a result of a higher scope of work in several vessels and the operational start of
FPSO Prosperity during the last quarter of 2023, which was partially offset by the impact of FPSO Capixaba leaving the fleet.
FPSO Liza Unity, despite the sale of the unit during 2023, continues to be operated by the Company through the OMEA
signed with the client in 2023.
The decrease of ’Depreciation, amortization and impairment’ mainly relates to the prior year impairment of US$92 million on
FPSO Cidade de Anchieta due to the additional costs required for tank repairs, following the shutdown in 2022 and the
capitalization of associated tank repair costs, and FPSO Capixaba, which finished production in 2022.
Expenses related to short-term leases and leases of low-value assets amounted to US$6 million (2022: US$1 million).
The increase of ’Other costs’ is mainly driven by the overall ramp-up of digital activities, with impact on consultancy and
software fees, business travel costs and currency exchange differences.
Wages and salaries increased, due to FPSO Prosperity joining the fleet, full ramp-up on FPSO Sepetiba before producing
and on hire on January 2, 2024, and the increased activity in projects under construction. This was partially offset by FPSO
Capixaba leaving the fleet (now under decommissioning).
Contractors’ costs include expenses related to contractor staff not on the Company’s payroll, linked to the Company’s
strategy of aiming to maintain flexibility in its workforce management. Other employee benefits mainly include commuting,
training, expatriate and other non-wage compensation costs.
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 of those other entities’ default. As there is only a notional
The main assumptions used in determining employee benefit obligations for the Company’s plans are shown below:
in % 2023 2022
Discount rate 1.50 - 3.40 2.50 - 4.25
Inflation rate 2.00 2.00
Discount rate of return on plan assets during financial year 1.50 2.50
Future salary increases 1.00 - 3.00 1.00 - 3.00
Future pension increases 0 - 2.00 -
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to
the period over which the obligation is to be settled.
The performance-related part of the remuneration of the Management Board, comprising Value Creation Stake and STI
components, was 66% (2022: 60%). The Management Board’s remuneration decreased in 2023 versus 2022, mainly explained
by the decrease to three members in the overall year-by-year comparison.
Share-based Total
in thousands of US$ Base salary STI1 compensation2 Other3 Pensions4 remuneration
Management Board Members
2023 2,186 2,279 3,866 457 585 9,373
2022 3,036 1,864 4,634 546 728 10,808
Other key personnel5
2023 2,021 562 1,292 442 442 4,759
2022 2,124 517 1,075 379 336 4,430
Total 2023 4,207 2,841 5,158 899 1,027 14,132
Total 2022 5,159 2,382 5,709 925 1,064 15,238
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 dollars, being the reporting currency of the Company.
As at December 31, 2023, there are no unvested shares of current and former Management Board members. The total
number of vested shares held by current Management Board members are reported in note 4.3.22 Equity Attributable to
Shareholders.
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 2023 or 2022.
For 2023 (equal to 2022), the Supervisory Board concluded that the Company’s performance indicators had outcomes
ranging from threshold to maximum. For the year 2023, a total of ten performance indicators were established (2022: seven).
The Company’s performance resulted in performance of 120% (2022: 85%) of salary for the CEO and 90% (2022: 64%) for the
other Management Board members.
The number of shares granted is based upon 175% of the individual’s base salary and determined by the 4-year average
volume-weighed share price (VWAP) over the years 2019 through 2022 (2022: 2018 through 2021), being EUR14.60 (2022:
EUR14.61). The grant date fair value of these shares upon issue was EUR14.75, being the opening share price of January 2,
2023 (2022: EUR13.15).
The annual RSU award is based on individual potential. 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.
2023 2022
RSU grant date fair value per share € 10.85 € 11.44
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 2023 was 76,485 shares (2022: 96,333). The fair value of the
Ownership Shares is measured at the opening share price of January 2, 2023.
2023 2022
Ownership Shares grant date fair value per share € 14.75 € 13.15
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 three 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:
2023 2022
Matching shares grant date fair value per share € 10.74 € 11.75
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.
2023 2022
in thousands of EUR Basic remuneration Committees Total Basic remuneration Committees Total
Total 521 78 599 580 78 658
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. In 2023, the
number of Supervisory Board members decreased from 7 to 6.
NUMBER OF EMPLOYEES
Number of employees (by operating segment)
2023 2022
By operating segment: Average Year-end Average Year-end
Lease and Operate 2,420 2,667 2,072 2,172
Turnkey 2,129 2,036 2,110 2,221
Other 639 701 549 576
Total excluding employees working for JVs and
associates 5,187 5,404 4,731 4,969
Employees working for JVs and associates 531 531 529 530
Total 5,717 5,935 5,259 5,499
2023 2022
By geographical area: Average Year-end Average Year-end
the Netherlands 507 496 471 518
Worldwide 4,680 4,908 4,260 4,451
Total excluding employees working for JVs and
associates 5,187 5,404 4,731 4,969
Employees working for JVs and associates 531 531 529 530
Total 5,717 5,935 5,259 5,499
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 of Lease and Operate average headcount is primarily
due to FPSO Prosperity joining the fleet during the current year and full ramp up on FPSO Sepetiba before producing and
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.
Therefore, the Company concludes that (i) the credit risk has not increased significantly since the initial recognition of the
finance lease receivable, and (ii) the finance lease receivables still have a low credit risk as of December 31, 2023. As a result,
the Company recognizes a 12-month expected credit loss.
During the year, the following gains/(losses) related to credit risks were recognized:
2023 2022
Impairment losses
- Movement in loss allowance for trade receivables (1) 1
- Movement in loss allowance for contract assets 0 0
- Movement in loss allowance for finance lease receivables 0 (0)
(Impairment)/impairment reversal losses on financial lease receivables - -
(Impairment)/impairment reversal losses on other financial assets (20) 14
Net impairment gains/(losses) on financial and contract assets (21) 15
During the year 2023, the Company recognized a US$(21) million net impairment loss on financial and contract assets
(December 31, 2022: gain of US$15 million attributable to the reversal of an impairment which was previously recognized for
a funding loan provided to an equity accounted entity).
The Company has increased its debt (see note 4.3.23 Borrowings and Lease Liabilities) in order to finance its ongoing
construction program of five FPSOs during the period.
The increase in net financing costs is mainly due to (i) increased project financing to fund continued investment in growth on
the five FPSOs under construction during the period, (ii) additional interest expense on FPSO Liza Destiny and FPSO Liza
Unity variable rate project loans and (iii) interest expense on the US$125 million funding loan agreement secured in 2023 with
CMFL in relation to FPSO Cidade de Ilhabela, in line with the Company aim to diversify its sources of debt funding and to
accelerate equity cash flow from the backlog, partially offset by (iv) the scheduled amortization of project loans.
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 has performed this assessment in the past and some of the withholding taxes that the
Company pays in certain countries qualify as income taxes, as it creates an income tax credit or it is considered as deemed
profit taxation.
Consequently, income tax expense does not change proportionally with profit before income taxes. Significant decreases in
profit before income tax typically lead to a higher effective tax rate, while significant increases in profit before income taxes
can lead to a lower effective tax rate, subject to the other factors impacting income tax expense, noted above. Additionally,
where a deferred tax asset is not recognized on a loss carry forward, the effective tax rate is impacted by the unrecognized
tax loss.
The Company’s operational activities are subject to taxation at rates which range up to 35% (2022: 35%).
For the year ended December 31, 2023, 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
(4)% (2022: 16%).
2023 2022
% %
Profit/(Loss) before income tax 589 660
Share of profit of equity-accounted investees 19 12
Profit/(Loss) before income tax and share of profit of equity-
accounted investees 570 648
Income tax using the domestic corporation tax rate (25,8% for the
Netherlands) 25,8% (147) 25,8% (167)
Tax effects of :
Different statutory taxes related to subsidiaries operating in other
jurisdictions (5%) 29 (9%) 57
Withholding taxes and taxes based on deemed profits 8% (46) 5% (33)
Non-deductible expenses 10% (55) 10% (64)
Non-taxable income (17%) 98 (19%) 125
Adjustments related to prior years 0% (1) 0% (1)
Tax effect originating from current year timing differences and unused tax
losses for which no deferred tax is recognized (26%) 150 4% (24)
Movements in uncertain tax positions 0% (2) (0%) 3
Total tax effects (30%) 172 (10%) 63
Total of tax charge on the Consolidated Income Statement (4%) 25 16% (104)
The effective tax rate was impacted in 2023 by the recognition of a deferred tax asset on a tax goodwill in Switzerland for a
net amount of US$141 million (absent this deferred tax asset, the effective tax rate would stand at 20%), for more detailed
information refer to note 4.3.17 Deferred Tax Assets and Liabilities.
Similar to last year, the effective tax was also impacted by unrecognized deferred tax assets concerning Brazil, USA,
Switzerland, Luxembourg, Monaco and the Netherlands.
2023 2022
Withholding Tax and Overseas Taxes
(per location) Withholding tax Withholding tax
Brazil (22) (20)
Guyana (22) (12)
Other (2) (1)
Total withholding and overseas taxes (46) (33)
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$5 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 on tax 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 has recognized a deferred tax asset for a gross amount of US$2,184 million in relation to a tax goodwill in
Switzerland (refer to note 4.3.17 Deferred Tax Assets and Liabilities). In determining the taxable profits, the Company
performed an extensive assessment and modeling to determine that an amount of US$2,043 million could possibly be
unrecoverable, which is driven by the assessment of profitability and commercial uncertainties (i.e. future awards) impacting
future profits. Based on the uncertainty of recovering this tax asset in future years, in light of applicable enacted Swiss tax
regulations, the Company determined the expected value based on a range of possible outcomes. As a result, the Company
as of December 31, 2023, recognized a deferred tax asset related to the tax goodwill in Switzerland net of US$141 million in
accordance with IAS 12 and IFRIC23.
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.
The Company is assessing its exposure to Pillar Two legislation in the jurisdictions in which it operates and acknowledges
that:
• Pillar Two represents a significant additional layer of tax calculation and reporting to what is already a very complex tax
compliance process for most MNEs. It will ultimately require a new global tax calculation in every jurisdiction in which the
Company operates.
• There will likely be divergence in rules as countries adopt slightly different versions in domestic legislation, which will add
to the complexity of these calculations.
• The tax base that Pillar Two is determined upon is entirely new and calculations will need to be based, in part, on data
that the Company currently does not structurally gather within its tax compliance processes.
As indicated above, the assessment process is complex and is based on legislation which is in various degrees of enactment
and subject to further interpretation. Taking this into account, the Company has performed a preliminary assessment which
uses assumptions on the specific adjustments envisaged in the Pillar Two legislation. Based on the results for the year 2023,
the Company estimated that the potential impact would represent between 0.4% and 0.6% on the effective tax rate. For
2023 this impact primarily concerns entities within the jurisdictions of Bermuda and the Cayman Islands. The Company
highlights that the disclosed impact is on the basis of certain assumptions, which eventually might deviate from the actual
impact due to differences in interpretation, divergence in rules between jurisdictions and further guidance to be issued.
As the situation is still evolving, it leads to uncertainties of the financial impact in periods in which legislation will be in effect.
The Company has been reviewing Pillar Two features providing for simplification and/or relief for multinational enterprises
that have genuine economic activities in different jurisdictions. The 2021 transition in Swiss tax regimes applicable to Swiss
companies of the Company notably has a positive impact in respect of Pillar Two, as bringing those companies firmly within
the scope of Swiss taxation. Therefore, the Company continues to monitor the implementation of the Pillar Two model rules
in each jurisdiction’s legislation and will implement processes and governance for reporting on the financial impact related to
Pillar Two in 2024.
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.
2023 2022
Earnings attributable to shareholders (in thousands of US$) 490,821 450,137
Number of shares outstanding at January 1 (excluding treasury shares) 178,054,655 176,622,557
Average number of treasury shares transferred to employee share programs 1,225,505 1,283,909
Average number of shares repurchased / cancelled (45,044) -
Weighted average number of shares outstanding 179,235,116 177,906,466
Impact shares to be issued - -
Weighted average number of shares (for calculations basic earnings per share) 179,235,116 177,906,466
Potential dilutive shares from stock option scheme and other share-based payments 2,269,314 1,965,043
Weighted average number of shares (diluted) 181,504,430 179,871,509
Basic earnings per share in US$ 2.74 2.53
Fully diluted earnings per share in US$ 2.70 2.50
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, 2024 (see note 4.3.6 Employee Benefit Expenses).
As a result, following review of its cash flow position and forecast, the Company intends to pay a total cash return to
shareholders of US$220 million in 2024. This represents an increase of 12% compared with the dividend paid in 2023. The
cash return is to be composed of a proposed dividend of US$150 million (equivalent to c. US$0.83 per share2) combined with
a EUR65 million (US$70 million equivalent3) share repurchase program. Shares repurchased as part of the cash return will be
cancelled. The share repurchase program will be launched on March 1, 2024 and the dividend will be proposed at the Annual
General Meeting on April 12, 2024. Going forward, the Company intends to maintain a material level of dividend as part of
the annual cash return with US$150 million as a base level.
2
Based on the number of shares outstanding at December 31, 2023. Dividend amount per share depends on number of shares entitled to dividend. The
proposed ex-dividend date is April 16, 2024.
3
Based on the foreign exchange rate on February 22, 2024.
2023
Vessels and
Land and floating Other fixed Assets under
buildings equipment assets construction Total
Cost 60 1,813 78 16 1,967
Accumulated depreciation and impairment (41) (1,596) (56) - (1,693)
Book value at 1 January 19 217 23 16 274
Additions 0 3 6 70 79
Disposals (0) - (0) - (0)
Depreciation (2) (30) (9) - (41)
Impairment - (6) - - (6)
Foreign currency variations 0 (0) 1 0 1
Other movements 5 (0) 1 (6) 0
Total movements 3 (32) (2) 65 34
Cost 67 1,821 82 81 2,051
Accumulated depreciation and impairment (45) (1,637) (62) - (1,744)
Book value at 31 December 22 185 21 81 308
2022
Vessels and
Land and floating Other fixed Assets under
buildings equipment assets construction Total
Cost 63 1,741 83 4 1,891
Accumulated depreciation and impairment (38) (1,446) (55) - (1,540)
Book value at 1 January 25 295 28 4 351
Additions 0 13 5 79 97
Disposals - (0) (0) (0) (0)
Depreciation (5) (47) (11) - (63)
Impairment - (108) - - (108)
Foreign currency variations (1) 0 (1) (0) (2)
Other movements 0 65 2 (67) (0)
Total movements (6) (78) (5) 12 (77)
Cost 60 1,813 78 16 1,967
Accumulated depreciation and impairment (41) (1,596) (56) - (1,693)
Book value at 31 December 19 217 23 16 274
During the 2023 period, the following main events occurred regarding owned property, plant and equipment:
• US$41 million of annual depreciation charges, following the normal depreciation schedule;
• US$79 million additions mainly related to capitalized major overhaul costs related to repair work performed on FPSO
Cidade de Anchieta.
• US$(6) million impairment of FPSO Capixaba residual value due to the reassessment of the expected towing and green
recycling costs of the unit following the final selection of a scrapping yard in Denmark.
Company-owned property, plant and equipment with a carrying amount of US$178 million (2022: US$195 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
(2022: nil).
In the current year, an impairment assessment of FPSO Cidade de Anchieta was performed. No additional impairment was
recognised in the year 2023.
The recoverable amount of the vessel was determined using its value in use. Significant estimates are part of the impairment
calculation:
• If the discount rate (7.4%) used in the impairment test were to vary by +/- 1%, the impairment would change by +/- US$10
million;
• If the cash outflow were to vary by +/- US$20 million, the impairment would change by +/- US$19 million;
• If the cash inflow were to vary by +/- US$20 million, the impairment would change by -/+ US$19 million;
• If the timing of some cash inflow would vary by one year, the impairment would change by + US$7 million.
RIGHT-OF-USE ASSETS
As of December 31, 2023, the Company leases buildings and cars. The movement of the right-of-use assets during the year
2023 is summarized as follows:
2023
During the year 2023, the main movements regarding right-of-use assets related to US$55 million of capitalization of lease
extensions and new lease office contracts, partially offset by US$14 million of depreciation charges. In March 2023, the
Company extended the lease agreement of one of its office buildings until 2037. This resulted in an increase of US$43 million
to right-of-use assets and a similar increase in lease liabilities (refer to note 4.3.23 Borrowings and Lease Liabilities).
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 and ten years and most of the contracts include extension options between three and fourteen
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.
As of December 31, 2023, the units included under leased facilities are FPSO Cidade de Anchieta and the semi-submersible
production facility Thunder Hawk. The book value of the leased facilities included in the vessels and floating equipment has
decreased by US$32 million, mainly due to depreciation.
A number of agreements have extension options, which have not been included in the above table.
2022
The increase in ’Intangible assets under construction’ mainly relates to costs capitalized relating to the design and
implementation of the new global ERP system, the capitalization of software licenses and other capital expenditures related
to the IT infrastructure upgrade project.
Amortization of software is included in ’General and administrative expenses’ in the income statement in 2023 for US$4
million (2022: US$4 million).
As of December 31, 2023, finance lease receivables relate to the finance lease of:
• FPSO Prosperity, which started production in November 2023 for a charter of 2 years;
• FPSO Liza Destiny, 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 (i) the client exercise of the purchase option for FPSO Liza Unity on
November 9, 2023, for the amount of US$1,259 million, which was included in the finance lease receivable. As a result, the
finance lease receivable was derecognized against the payment made by the client with no impact on the net result, (ii)
redemptions as per the payment plans of lease contracts partially offset by (iii) FPSO Prosperity, which started production in
November 2023.
As per the contractual terms, gross receivables should be invoiced to the lessee within the following periods:
Finance lease receivables (gross receivables invoiced to the lessee within the following periods)
The following part of the net investment in the lease is included as part of the current assets within the statement of financial
position:
Finance lease receivables (part of the net investment included as part of the current assets)
The 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.
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 loss for the Company as
of December 31, 2023.
The finance lease contracts of FPSO ONE GUYANA (under construction as per December 31, 2023) contain options for the
client to purchase the underlying asset or terminate the contract early. These options are exercisable at any time starting
from the delivery date of the vessel.
The increase in non-current portion of other receivables relates to the increase of the demobilization receivables, partially
offset by the recognition of the linearized revenue for FPSO Cidade de Anchieta.
The current portion of (i) other receivables and sublease receivables, and (ii) loans to joint ventures and associates, is
included within ‘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
The balance of loans to joint ventures and associates has decreased compared with the year-ago period due to the
impairment of a funding loan provided to some equity accounted entities.
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.
Deferred tax assets increased by US$234 million during the year of 2023, mainly due to deferred tax recognized in relation to
a tax goodwill in Switzerland. Within the frame of the Company’s periodical review of its tax positions, the Company had
previously identified the need for an evolution of its Swiss structure to bring it in line with shifts in tax paradigms that
occurred over the past decade. Accordingly, the Company ceased to apply its decade's-old Swiss tax rulings, initiating a
transition process under Swiss law which has resulted in a tax goodwill for a transitory period of time.
The increase in deferred tax liabilities is mainly due to the recognition of tax for the Brazilian and Guyana units under
construction in 2023 and on unrealized profits on hedging instruments booked in other comprehensive income for which a
total deferred tax liability was recognized in 2023 for an amount of US$59 million (without impact in the income tax charge).
As explained in note 4.3.10 Income Tax Expense, no deferred taxes were recognized for the year ended in December 31,
2023, in relation to the potential impacts of top-up taxes arising from Pillar Two Model Rules.
2023 2022
Note Net Net
Deferred tax at 1 January (26) (5)
Deferred tax recognized in the income statement 4.3.10 156 (20)
Deferred tax recognized in other comprehensive income (57) -
Other - -
Foreign currency variations - (1)
Total movements 100 (21)
Deferred tax at 31 December 74 (26)
The non-current portion of deferred tax assets amounts to US$157 million (2022: US$9 million). On a cumulative basis, a total
amount of US$2,307 million at the end of 2023 (2022: US$220 million) corresponds to deferred tax assets basis unrecognized
on temporary differences, unused tax losses and tax credits.
Deferred tax in connection with unused tax losses carried forward, temporary differences and tax credits:
The material increase of ‘Unused tax losses carried forward, temporary differences and tax credit not recognized as a
deferred tax asset’ is primarily related to the recognition of tax goodwill in Switzerland.
The Company has recognized a deferred tax asset for a gross amount of US$2,184 million in relation to a tax goodwill in
Switzerland. In determining the taxable profits, the Company performed an extensive assessment and modeling to
determine that an amount of US$2,043 million could possibly be unrecoverable, which is driven by the assessment of
profitability and commercial uncertainties (i.e. future awards) impacting future profits. Based on the uncertainty of recovering
this tax asset in future years in light of applicable enacted Swiss tax regulations, the Company determined the expected
value based on a range of possible outcomes. As a result, the Company as of December 31, 2023, recognized a deferred tax
asset related to the tax goodwill in Switzerland net of US$141 million in accordance with IAS 12 and IFRIC 23.
Expiry date on deferred tax assets unrecognized on temporary differences, unused tax losses and tax credits:
31 December 2023 31 December 2022
Within one year 12 24
More than a year but less than 5 years 17 11
More than 5 years but less than 10 years 38 8
More than 10 years but less than 20 years 2,079 22
Unlimited period of time 160 156
Total 2,306 220
Multi-purpose floaters (’MPFs’) under construction relate to the ongoing EPC phase of any Fast4Ward® new-build hulls.
Fast4Ward® hulls remain in inventory until they are allocated to a specific FPSO contract.
The increase of the inventory balance at year-end 2023 relates to the new multi-purpose hull for use on a future FPSO
project. As per December 31, 2023, the Company has one MPF under construction for use on a future FPSO project.
The decrease in ’Trade debtors’ of US$(108) million is mainly due to the collection of upfront payment for FPSO Prosperity.
The increase in ’Other accrued income’ is mainly due to FPSO Prosperity joining the fleet and additional accrued income on
FPSO Cidade de Anchieta not yet invoiced after the re-start of operations.
The decrease in prepayments of US$(23) million is mainly related to advance payments to yards related to the new multi-
purpose floater hull (MPF).
The increase in accrued income in respect of delivered orders relates to FPSO Prosperity’s finalization project, including
variation orders.
The increase in ’Other receivables’ mainly relates to advance payments made in relation to the Brazilian and Guyana fleet.
The trade debtors balance is the nominal value less an allowance for estimated impairment losses as follows:
The allowance for impairment represents the Company’s estimate of losses in respect of trade debtors. The allowance
related to credit risk for significant trade debtors is built on specific expected loss components that relate to individual
exposures. Furthermore, the Company uses historical credit loss experience as well as forward-looking information to
determine a 1% expected credit loss rate on individually insignificant trade receivable balances. The creation and release for
impaired trade debtors due to credit risk are reported in the line item ’Net impairment losses on financial and contract
assets’ of the consolidated income statement. Amounts charged to the allowance account are generally written off when
there is no expectation of recovery.
Not past due are those receivables for which either the contractual or ’normal’ payment date has not yet elapsed. Past due
are those amounts for which either the contractual or the ’normal’ payment date has passed. Amounts that are past due but
not impaired relate to a number of Company joint ventures and independent customers for whom there is no recent history
of default, or the receivable amount can be offset by amounts included in current liabilities.
For the closing balance and movements during the year of allowances on trade receivables, please refer to note 4.3.27
Financial Instruments − Fair Values and Risk Management.
In the ordinary course of business and in accordance with its hedging policies as of December 31, 2023, 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 SOFR (2022: US$ 3-month LIBOR).
Details of interest percentages of the long-term debt are included in note 4.3.23 Borrowings and Lease Liabilities. Lastly, the
Company held commodity contracts in order to hedge against the fluctuation of operating cash flows and future earnings
resulting from movement in commodity prices.
The fair value of the derivative financial instruments included in the statement of financial position is summarized as follows:
The movement in the net balance of derivative assets and liabilities of US$(74) million over the period is mostly related to (i)
the settlements of interest rate swaps related to the financing of FPSO Almirante Tamandaré and FPSO Alexandre de
Gusmão of US$154 million, (ii) the increase in marked-to-market value of forward currency contracts, which is mainly driven
by the depreciation of the US$ exchange rate versus the hedged currencies (especially EUR and BRL) and (iii) the decrease in
marked-to-market value of interest rate swaps, which mainly arises from decreasing US$ market interest rates.
No ineffective portion arising from cash-flow hedges was recognized in the income statement in 2023 (2022: US$1 million).
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 4.3.27 Financial Instruments − Fair Values and
Risk Management.
The decrease of the cash and bank balances mainly relates to the significant progress in the projects under construction and
the Fast4Ward® new build multi-purpose hulls, partially covered by the additional project financing granted for FPSO
Almirante Tamandaré, FPSO Alexandre de Gusmão, FPSO ONE GUYANA, drawdowns on the Company’s RCF and on the
new Revolving Credit Facility for MPF hull financing, the net cash proceeds of the sale of FPSO Liza Unity and the cash
generated by the Lease and Operate business segment.
The cash and cash equivalents held in countries with restrictions on currency outflow (Angola, Brazil, China, Equatorial
Guinea, Ghana and Nigeria) amounted to US$26 million (2022: US$21 million). These restrictions do not limit the liquidity of
the cash balances.
Further disclosure about the fair value measurement is included in note 4.3.27 Financial Instruments − Fair Values and Risk
Management.
During the financial year the movements in the outstanding number of ordinary shares are as follows:
TREASURY SHARES
The Company completed its share repurchase program under authorization granted by the AGM of the Company held on
April 13, 2023. In the period between November 9, 2023 and November 21, 2023 a total number of 350,000 shares totaling
circa EUR4.3 million (circa US$4.6 million) were repurchased. A total number of 1,652,0784 treasury shares are still reported in
the outstanding ordinary shares as at December 31, 2023 (2022: 2,616,650) and are held predominantly for employee share
programs. During 2023, a total of 1,314,575 shares (2022: 1,400,258) were transferred to employee share programs.
ORDINARY SHARES
In terms of ordinary shares, 1,791,995 shares were held by members of Management Board, in office as at December 31,
2023 (December 31, 2022: 1,648,665) as detailed below:
Shares subject to
conditional holding Total shares at Total shares at
requirement Other shares 31 December 2023 31 December 2022
Bruno Chabas 330,965 987,740 1,318,705 1,254,864
Douglas Wood 176,470 123,716 300,186 264,009
Øivind Tangen 78,250 94,854 173,104 129,792
Total 585,685 1,206,310 1,791,995 1,648,665
4
As per the Dutch Act on Conversion of bearer shares, all bearer shares still outstanding at December 31, 2020 have been converted into registered shares held
by the Company as per January 1, 2021 and accordingly the aforementioned shares are currently reported as part of the Treasury shares. A shareholder who
hands in a bearer share certificate to the Company before January 2, 2026 is entitled to receive from the Company a replacement registered share. A
shareholder may not exercise the rights vested in a share until the shareholder has handed in the corresponding bearer share certificate(s) to the Company.
Hedging Actuarial
reserve Hedging gain/(loss) on Foreign
Forward reserve defined currency
currency Interest rate benefit translation IFRS 2 Protective Total other
contracts swaps provisions reserve Reserves share reserve reserves
Balance at 1 January 2022 (104) (167) 7 (105) 22 - (347)
Cash flow hedges
Change in fair value (78) 473 - - - - 394
Transfer to financial income and
expenses 1 12 - - - - 12
Transfer to construction contracts
and property, plant and equipment 62 - - - - - 62
Transfer to operating profit and loss 48 - - - - - 48
IFRS 2 share-based payments
IFRS 2 vesting costs for the year - - - - 19 - 19
IFRS 2 vested share-based payments - - - - (19) - (19)
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 (1) - 1
Mergers and acquisitions - - - (0) - (0)
Other movements
Reclassification 26 26
Balance at 31 December 2022 (72) 317 15 (103) 21 26 204
Cash flow hedges
Change in fair value 85 (53) - - - - 32
Deferred tax on cash flow hedges - (45) - - - - (45)
Transfer to financial income and
expenses - 4 - - - - 4
Transfer to construction contracts
and property, plant and equipment 24 - - - - - 24
Transfer to operating profit and loss 8 - - - - - 8
IFRS 2 share-based payments
IFRS 2 vesting costs for the year - - - - 20 - 20
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 - - (4) - - - (4)
Foreign currency variations
Foreign currency variations - - - (2) 1 - (2)
Mergers and acquisitions - - - 0 - 0
Other movements
Reclassification - -
Balance at 31 December 2023 44 224 11 (105) 25 26 224
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.
The Management Board, with the approval of the Supervisory Board, has granted a call option to Stichting Continuïteit
SBM Offshore to acquire a number of preference shares. As of October 1, 2022, and with reference to articles 5.5 and 5.6 of
the Articles of Association of the Company, a ’Protective Preference Shares’ reserve amounting to US$26 million (2022: US$26
million) was created at the expense of the share premium reserve at the level of the Company. If and when Stichting
Continuiteït SBM Offshore would exercise the call option to acquire preference shares, these preference shares may also be
paid-up from the reserve of the Company. In addition to the legal reserves, distributions to the Company’s shareholders are
restricted to the amount of the statutory reserves.
The Company’s total equity as at December 31, 2023 is US$3,733 million, out of which US$2,052 million relates to legal
reserves and US$26 million relates to the statutory reserves (December 31, 2022: Total equity of US$3,397 million out of which
US$1,860 million relates to legal reserves and US$26 million to the statutory reserves). For more information, reference is
made to note 4.5.4 Shareholders’ Equity.
2023 2022
Non-current portion 6,839 5,891
Add: current portion 1,678 1,754
Remaining principal at 1 January 8,517 7,645
Additions 3,943 1,642
Redemptions (2,999) (759)
Transaction and amortized costs (255) (10)
Total movements 688 872
Remaining principal at 31 December 9,206 8,517
Less: Current portion (1,093) (1,678)
Non-current portion 8,112 6,839
The additions in borrowings of US$3,943 million relate mainly to drawdowns on (i) project finance facilities for FPSO ONE
GUYANA, FPSO Prosperity, and FPSO Sepetiba, (ii) the new loans achieved for FPSO Almirante Tamandaré and FPSO
Alexandre de Gusmão, (iii) the Company’s RCF and SCF, (iv) a funding loan of US$125 million from CMFL in relation to FPSO
Cidade de Ilhabela and the new Revolving Credit Facility for MPF hull financing of US$210 million.
In the context of FPSO Cidade de Ilhabela, during 2023, the Company has created a new entity, Guara Norte Swiss Holding
SA, and subsequently transferred 15% non-voting shares to CMFL which, in turn, granted the US$125 million funding loan.
The terms of the agreement set out a call and put options that can be exercised at nominal amount of the non-voting shares.
Therefore the Company assessed that IAS 32 takes precedence over IFRS 10 and will therefore not recognize a non-
controlling interest but rather recognize the liability. This transaction is in line with the Company’s aim to diversify its sources
of debt funding and to accelerate equity cashflow from the backlog.
As announced on March 31, 2023, the Company has secured the project financing of FPSO Almirante Tamandaré for a total
of US$1.63 billion. As of December 31, 2023, the Company has drawdown US$1,053 million from the project financing and
fully repaid the bridge loan of US$635 million.
As announced on June 20, 2023, the Company has secured the project financing of FPSO Alexandre de Gusmão for a total
of US$1.615 billion. As of December 31, 2023, the Company has drawdown US$1,165 million from the project financing and
fully repaid the bridge loan of US$620 million.
As announced on December 15, 2023, the Company has secured the new Revolving Credit Facility for MPF hull financing for
a total of US$210 million. As of December 31, 2023, the Company has fully drawn down this financing.
The redemptions are mostly related to (i) the repayment of the bridge loan facility of FPSO Almirante Tamandaré and FPSO
Alexandre de Gusmão following the completion of the project financings, the repayment of the FPSO Liza Unity loan of
US$1,140 million following the sale of the unit to the client (ii) the non-recourse debt repayment schedules.
For further disclosures about fair value measurement, we refer to note 4.3.27 Financial Instruments − Fair Values and Risk
Management.
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 Company has available facilities resulting from (i) the undrawn RCF, (ii) the undrawn portion of FPSO ONE GUYANA,
FPSO Almirante Tamandaré and FPSO Alexandre de Gusmão project facilities, and (iii) short-term credit lines.
2023 2022
Expiring within one year 274 274
Expiring beyond one year 2,174 2,452
Total 2,448 2,726
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 SOFR. 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 Sustainalytics5. The
Company’s Sustainability performance in 2023 allows the 0.05% margin decrease to remain applicable for 2023.
COVENANTS
The following key financial covenants apply to the RCF, as agreed with the respective lenders on February 13, 2019, and to
the new Revolving Credit Facility for MPF hull financing, 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, 2023 additional headroom above
the US$1 billion capacity under the RCF exceeded US$870 million.
5
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Covenants
2023 2022
The Leverage ratio based on reported Directional figures, is used to determine the pricing only.
The Company monitors its financial and non-financial covenants for borrowings, which are included in the consolidated
financial statement continuously throughout the year. 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.
2023 2022
Principal recognized at 1 January 46 56
Additions 55 13
Redemptions (18) (20)
Foreign currency variations 2 (3)
Other - -
Total movements 39 (10)
Remaining principal at 31 December 85 46
Of which
Current portion 11 13
Non-current portion 74 33
The movements in lease liabilities over the period were mainly related to an increase due to the extension of some lease
contracts for offices and the regular redemptions and foreign currency translations.
The maturity of the lease liabilities is analyzed in section 4.3.27 financial instruments - fair values and risk management
(liquidity risk).
The total cash outflow for leases in 2023 was US$22 million, which includes redemptions of principal and interest payments.
Total interest for the period amounted to US$4 million.
4.3.24 PROVISIONS
The movement and type of provisions during the year 2023 are summarized as follows:
Provisions (movements)
Employee
Demobilisation Warranty Restructuring benefits Other Total
Balance at 1 January
2023 119 86 2 15 264 487
Arising during the year 40 44 11 4 72 170
Unwinding of interest 1 - - 1 - 2
Utilized (31) (5) (1) (1) (5) (43)
Released to profit (0) (20) - (1) (7) (30)
Other movement (0) - (5) 4 0 (1)
Balance at 31 December
2023 129 104 7 21 324 586
of which :
Non-current portion 97 - - 21 265 383
Current portion 32 104 7 - 59 203
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 increase in the provision for demobilization mainly relates to an increase following the reassessment of the expected
decommissioning and green recycling costs of FPSO Capixaba, following the final selection of a scrapping yard in Denmark,
Expected outflows within one year are US$32 million, between one and five years is US$48 million and US$49 million after
five years.
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 or still under warranty period, which was partially offset by the regular consumption of
existing warranty provisions over the applicable warranty period.
Restructuring
During the 2023 financial year, the Company announced the implementation of an optimization plan for its support
functions’ activities, aiming to improve global performance and cost efficiency. As a result, the Company has recognized a
provision in the amount of US$11 million against cost in the income statement (amount included in line ’Other operating
income/(expense)’. The restructuring of the Company will impact approximately 106 employees.
Other
Other provisions mainly relate to claims, regulatory fines related to operations, onerous contracts and planned local content
penalty on construction projects. The latter was the main driver of the increase in Other provisions during 2023.
On June 21, 2022, the district court in Rotterdam delivered its decision in the case between the Company and the AFM
(Dutch Authority for the Financial Markets) relating to certain public disclosures made by the Company in the period from
2012-2014. The court has honored the position of the Company in relation to two disclosures and reduced the fine to US$1
million.
On August 1, 2022, the AFM filed an appeal with the Trade and Industry Appeals Tribunal (College van Beroep voor het
bedrijfsleven, CBB) against the Rotterdam District Court’s ruling in respect of alleged violations 1 and 2 (the principal
appeal). On January 5, 2023, SBM Offshore filed its response to the AFM’s appeal and additionally, filed an appeal with the
Trade and Industry Appeals Tribunal against the Rotterdam District Court’s ruling in respect of alleged violations 3 and 4 (the
incidental appeal). On May 25, 2023, the AFM has filed its reply to SBM Offshore’s appeal. SBM Offshore is currently awaiting
the listing of the hearing, which SBM Offshore’s lawyers expect to happen during the 3rd quarter of 2024.
The increase in ‘Accruals regarding delivered orders’ mainly relates to FPSO Prosperity's finalization project.
For ’Contract liability’ refer to note 4.3.3. Revenue where the movement in current and non-current contract liabilities is
explained.
Payables related to ’Taxation and social security’ concerns uncertain tax positions related mainly to various taxes other than
corporate income tax.
’Other non-trade payables’ include a prepayment of US$52 million relating to the future potential participation of partners to
charter contracts, which was presented in ’Other non-current liabilities’ in 2022, and 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 consolidated statement of financial position (refer to 4.2.3 Consolidated
Statement of Financial Position) includes non-current contract liabilities of US$22 million as detailed in note 4.3.3 Revenue.
The contractual maturity of the trade payables is analyzed in the liquidity risk section in 4.3.27 Financial Instruments − Fair
Values and Risk Management.
During 2023, the Company acquired an additional stake of 49%, through the exercise of a put option in SBM Nauvata
Engineering Private Limited (SBM Nauvata), thereby increasing its ownership to 100%. The put option over the interests held
by non-controlling shareholders was initially recognized in 2019, when the Company acquired control of SBM Nauvata, as a
financial liability. In accordance with IFRS 10 Consolidated Financial Statements, the acquisition of an additional ownership
interest in a subsidiary without a change of control is accounted for as an equity transaction, with any excess or deficit of
consideration paid over the carrying amount of the non-controlling interests being recognized in equity. As of December 31,
2022, the ‘Trade and Other Payables’ included an amount of US$22.8 million related to the put option, which was
derecognized following the exercise of the put option and the cash consideration of US$21 million paid to the non-
controlling shareholders. The carrying value of the net assets of SBM Nauvata attributable to non-controlling interests was
US$4.3 million, which has been reattributed to retained earnings.
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, 2023, relate to the Deep Panuke MOPU unit, Thunder Hawk semi-submersible
platform, FPSO Mondo and FPSO Saxi Batuque. These were signed prior to 2010.
BANK GUARANTEES
As of December 31, 2023, the Company has provided bank guarantees to unrelated third parties for an amount of
US$361million (2022: US$327 million). No liability is expected to arise under these guarantees.
The Company holds in its favor US$654 million of bank guarantees from unrelated third parties. No withdrawal under these
guarantees is expected to occur.
CONTINGENT LIABILITY
As at December 31, 2023 the Company did not identify any contingent liabilities.
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.
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, forward currency
contracts and commodity 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, 2023.
• 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.
The effects of the foreign-currency-related hedging instruments on the Company’s financial position and performance
including related information are included in the table below:
Effect of the foreign currency, interest swaps and commodity contracts related hedging instruments
2023 2022
Foreign currency forwards
Carrying amount 68 (53)
Notional amount (2,774) (3,343)
Maturity date 14-8-2024 30-8-2023
Hedge ratio 100% 100%
Change in discounted spot value of outstanding hedging instruments since 1 January 121 27
Change in value hedged rate for the year (including forward points) (121) (27)
Interest rate swaps
Carrying amount 248 463
Notional amount 8,043 7,253
Maturity date 24-3-2033 22-5-2031
Hedge ratio 95% 94%
Change in discounted spot value of outstanding hedging instruments since 1 January (214) 606
Change in value hedged rate for the year (including forward points) 214 (606)
Commodity contracts
Carrying amount (1) (2)
Notional amount 62 59
Maturity date 5-9-2024 22-12-2023
Hedge ratio 100% 100%
Change in discounted spot value of outstanding hedging instruments since 1 January 1 (2)
Change in value hedged rate for the year (including forward points) (1) 2
Cash flows
The following table indicates the period in which the cash-flow hedges are expected to impact profit or loss and the carrying
amounts of the related hedging instruments.
Commodities
Gains and losses recognized in the hedging reserve on commodity contracts are recognized in the income statement in the
period or periods during which the hedged transaction affects the income statement. If the hedged transaction
subsequently results in the recognition of non-financial assets (such as inventory, asset under construction) or non-financial
liability, the gain or loss is included in the initial cost or other carrying amount of the asset. In such case, this amount is
recognized in profit or loss at the same time as the hedged item affects profit or loss.
Finance lease receivable Contract assets Trade receivables Other financial assets
2023 2022 2023 2022 2023 2022 2023 2022
Opening loss allowance as
at 1 January (0) (0) (1) (1) (2) (3) (95) (108)
Increase in loss allowance
recognized in profit or loss
during the year - (0) (1) (1) (3) (1) (28) -
Receivables written off
during the year as
uncollectible - - - - - - - -
Unused amount reversed 0 0 1 1 1 2 0 14
At 31 December (0) (0) (1) (1) (5) (2) (123) (95)
The Company’s principal financial instruments, other than derivatives, comprise trade debtors and creditors, bank loans,
short-term facilities 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, interest rates and commodity prices, 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.
The main Company’s exposure to foreign currency risk is as follows based on notional amounts:
The increase of the BRL exposure results from the requirements of the Brazilian operations for the next three years. The
decrease of the EUR and SGD exposure is the result of progress on FPSO Sepetiba, FPSO ONE GUYANA, FPSO Almirante
Tamandaré and FPSO Alexandre de Gusmão. CNY exposure has been added to the foreign exchange risk as a result of the
Company’s increased presence in China for FPSOconstruction and hull preparation.
The estimated forecast purchases relate to project expenditure and overhead expenses for up to three years. The main
currency exposures of overhead expenses and Brazilian operations are hedged at 100% for the coming year, between 66%
and 100% for the year after, and between 33% and 100% for the subsequent year, depending on internal review of the
foreign exchange market conditions.
The sensitivity on equity and the income statement resulting from a change of 10% 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 2022.
As set out above, by managing foreign currency risk, the Company aims to reduce the impact of short-term market price
fluctuations on the Company’s earnings. Over the long-term however, permanent changes in foreign currency rates would
have an impact on consolidated earnings.
For interest rate risk, the principal 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.
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.
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.
In 2021 the Company has started hedging future debt interest rate risk with SOFR interest rate derivatives. For the FPSO
Prosperity financing, IBOR transition to SOFR principles have been agreed with lenders as of March 31, 2023.
For the FPSO ONE GUYANA financing (announced on July 21, 2022), FPSO Almirante Tamandaré financing (announced on
March 31, 2023) and FPSO Alexandre de Gusmão financing (announced on June 20, 2023), the project loans carry a variable
interest rate based on SOFR plus margin. No amendments of loan agreements and hedges due to IBOR reform are required.
The Company’s Treasury department has completed SBM Offshore’s IBOR transition with the support of the Company’s
Legal department. The 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 was completed by mid-year 2023.
The result of the negotiations with external banks and the implementation of SOFR did not have material impacts on the
Company’s financial results. The changed reference rate has also been effected in the treasury management system,
processes, risk and valuation models.
At the reporting date, the interest rate profile of the Company’s interest-bearing financial instruments (excluding transaction
costs) was:
2023 2022
Fixed rate instruments
Financial assets 6,856 7,232
Financial liabilities (891) (985)
Total 5,964 6,247
Variable rate instruments (USD LIBOR 3 Months)
Financial assets 12 12
Financial liabilities (USD LIBOR 3 Months) - (6,317)
Financial liabilities (SOFR) (8,777) (1,432)
Financial liabilities (future) (USD LIBOR 3 Months) - (652)
Financial liabilities (future) (SOFR) (1,670) (1,368)
Total (10,435) (9,757)
2023 2022
Variable rate instruments (USD LIBOR 3 Months) - (6,957)
Variable rate instruments (SOFR) (10,435) (2,800)
Less: Reimbursable items (USD LIBOR 3 Months) - 1,681
Less: Reimbursable items (SOFR) 1,524 321
Less: IRS contracts (USD LIBOR 3 Months) - 4,774
Less: IRS contracts (SOFR) 8,043 2,479
Exposure (867) (502)
The exposure of US$867 million is primarily arising from (i) the Company’s RCF being partially hedged; (ii) the new
Fast4Ward® hull financing, which is unhedged, and (iii) the residual exposure on the unhedged portion of project loan
facilities for FPSO Almirante Tamandaré, FPSO Alexandre de Gusmão and FPSO ONE GUYANA. The interest rate exposure
arising from these loans is mainly offset by the Cash and Cash Equivalents at December 31, 2023.
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 was performed on the
same basis as for 2022.
At December 31, 2023, 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$8 million (2022: decrease of US$5 million), mainly related to
the residual interest rate exposure.
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.
Commodity risk
Commodity exposure is defined by the Company as the risk of realizing adverse effects on operating cash flows and future
earnings resulting from movement in commodity prices. The Company establishes hedge strategies in order to limit their
commodity risk exposure in the following:
• Oil exposure is mostly associated to transportation fuels connected with the Company’s prospective contract awards,
construction contracts, and future decommissioning.
• Aluminum, steel, copper and iron ore exposures arise from the construction, refurbishment, repair of the products
embedded in the Company’s prospective contract awards, construction contracts and operation contracts.
Incoming lease payments following the Company’s contractual arrangements with its clients are not impacted by the oil
price.
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.
2023 2022
Rating Assets Liabilities Assets Liabilities
AA 32 (9) 55 (34)
AA- 173 (54) 231 (93)
A+ 180 (31) 227 (63)
A 30 (3) 69 -
BBB 1 - 1 -
Non-investment grade - - - -
Derivative financial instruments 416 (97) 583 (190)
AAA 153 - 116 -
AA 6 - 51 -
AA- 343 - 311 -
A+ 23 - 178 -
A 10 - 10 -
A- - - 0 -
Non-investment grade 8 - 16 -
Cash and cash equivalents and bank overdrafts 543 - 683 -
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, 2023, 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 Brazil (US$8 million). Cash held in Angola has
significantly decreased since 2021 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.
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.
Liquidity is monitored using rolling forecasts of the Company’s liquidity reserves, based on expected cash flows. Flexibility is
secured by maintaining availability under committed credit lines.
The table below analyses the Company’s non-derivative financial liabilities, derivative financial liabilities and derivative
financial assets into relevant maturity groupings, based on the remaining period at the statement of financial position date to
the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. The future
interest cash flows for borrowings and derivative financial instruments are based on the USD LIBOR/SOFR 3-month rates as
at the reporting date.
Note Less than 1 year Between 1 and 5 years Over 5 years Total
31 December 2023
Borrowings 436 7,327 6,176 13,939
Lease liabilities 11 44 61 116
Derivative financial liabilities 80 10 - 90
Derivative financial assets (302) (539) (468) (1,310)
Trade and other payables 4.3.25 1,347 - - 1,347
Total 1,572 6,841 5,769 14,182
Note Less than 1 year Between 1 and 5 years Over 5 years Total
31 December 2022
Borrowings 2,110 5,885 2,908 10,902
Lease liabilities 13 25 8 46
Derivative financial liabilities 201 52 - 253
Derivative financial assets (365) (254) (185) (805)
Trade and other payables 4.3.25 1,501 - - 1,501
Total 3,459 5,708 2,730 11,897
The Company mainly uses its corporate revolving credit facility (RCF, US$1 billion) and supply-chain financing (SCF, US$54
million) and, going forward, the new revolving credit facility for MPF hulls (US$210 million) 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, 2023, 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
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 net present value of the future contracted net cash, after deducting the project finance debt and interest payments of a
selected group of FPSO owning entities divided by 1.5 (see note 4.3.23 Borrowings and Lease Liabilities).
The gearing ratios at December 31, 2023 and 2022 were as follows:
2023 2022
Total borrowings and lease liabilities 9,291 8,564
Less: net cash and cash equivalents 543 683
Net debt 8,748 7,881
Total equity 5,531 4,914
Total capital 14,278 12,795
Gearing ratio 61.3% 61.6%
Through its strategy process, the Company tests the resilience of its portfolio and business model against each of these
scenarios. The Company factors in upsides and downsides to demand for new projects in its financial planning depending on
various energy transition scenarios. By applying data and these scenarios as included in 1.4.3 Climate Change Risk &
Opportunity, the fleet currently operated for its clients will be contributing to energy demand going forward, also in the low
case scenarios where fossil energy sees a steeper decline in demand (NZE scenario). The Company does consider that oil &
gas supply would be needed in the coming years.
Financial and non-financial information is aligned in order to ensure that the financial impact of climate-related risks is
identified. The Company assessed the physical and transitional risks which are disclosed in 1.4.3 Climate Change Risk &
Opportunity from a financial statement perspective. Based on the reasonable and supportable information available to date
and the outcome of risk assessments, the Company did not identify any circumstances which had an impact on impairment
of non-financial assets, provisions or contingent liabilities and assets in the 2023 consolidated financial statements.
Although climate related risks are key drivers of the Company strategy, budgeting exercise, capital allocation and prospects
selection, the Company did not experience any significant impact on the financial statements 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
With respect to 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.
The Company has no joint operation as per definition provided by IFRS 11 ‘Joint arrangements’.
Outstanding purchase and termination options in finance lease contracts − Joint ventures and associates
The finance lease contract of FPSO N’Goma, where the Company is the lessor, includes a call option for the client to
purchase the underlying asset or to terminate the contract early. The exercise of the purchase option as per December 31,
2023, would have resulted in a gain for the Company. The exercise of the option to terminate the contract early, in which case
the Company retains ownership of the vessel, would result in a gain.
The finance lease contract of FPSO Kikeh, where the Company is the lessor, includes a call option for the client to terminate
the contract early. The exercise of the option to terminate the contract early, in which case the Company retains ownership of
the vessel, would result in a gain.
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 668 302 211 190 152 85 - 39
Angola operations Angola 225 2 20 29 27 203 - 291
FPSO Kikeh Malaysia 153 89 4 - 10 28 35 71
Angolan yard Angola 52 (0) 43 588 588 28 - 9
Non material joint
ventures/associates 70 48 8 109 104 15 - 0
Total at 100% 1,167 441 286 917 880 359 35 410
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 722 448 102 259 227 88 155 55
Angola operations Angola 178 4 10 28 7 172 - 236
FPSO Kikeh Malaysia 189 117 6 - 5 36 30 74
Angolan yard Angola 57 (0) 48 556 556 34 (0) 1
Non material joint
ventures/associates 70 49 12 101 67 42 - 0
Total at 100% 1,217 618 178 944 862 372 184 367
2023 2022
Net result at 100% 2 (18)
2023 2022
Equity at 100% (72) (18)
Partner ownership 193 141
Share in negative net equity reclassification to loans to joint ventures
and associates 166 166
Investments in associates and joint ventures 288 290
2023 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
During 2023, the Company acquired the remaining shareholding in SBM Nauvata Private Limited. The Company already
exercised control over the investees and now has full ownership over the entity. The transaction was directly booked within
equity with a reattribution from non-controlling interests to equity attributable to shareholders. For more information, refer
to note 4.3.25 Trade and Other Payables.
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 118 41 23 0 0 33 8 104
FPSO Espirito Santo Brazil 151 71 18 97 110 95 - 57
FPSO Cidade de Marica Brazil 1,512 1,311 68 672 544 185 10 210
FPSO Cidade de
Brazil
Saquarema 1,481 1,326 26 820 712 150 16 204
FPSO Cidade de Paraty Brazil 985 826 9 20 3 71 26 168
FPSO Cidade de
Brazil
Ilhabela 1,320 1,122 63 720 672 120 21 203
FPSO Sepetiba Brazil 2,070 154 8 1,425 1,438 218 - 213
FPSO Almirante
Brazil
Tamandaré 1,745 26 23 911 1,005 10 - 513
FPSO Alexandre de
Brazil
Gusmão 1,815 0 27 1,017 1,134 36 - 773
FPSO ONE GUYANA Guyana 237 12 0 - 2 196 - 752
Non material NCI 18 4 2 3 2 5 - 0
Total 100% 11,450 4,895 268 5,685 5,622 1,119 81 3,197
2022
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 124 57 16 0 0 30 9 93
FPSO Espirito Santo Brazil 130 66 15 114 114 76 7 45
FPSO Cidade de Marica Brazil 1,577 1,388 71 793 675 174 - 190
FPSO Cidade de
Brazil
Saquarema 1,557 1,405 39 922 820 145 10 202
FPSO Cidade de Paraty Brazil 1,058 901 58 92 0 126 - 156
FPSO Cidade de
Brazil
Ilhabela 1,366 1,201 63 764 720 95 14 185
FPSO Sepetiba Brazil 2,105 170 28 1,397 1,500 151 - 219
FPSO Almirante
Brazil
Tamandaré 1,296 - 41 632 56 663 - 1,019
FPSO Alexandre de
Brazil
Gusmão 1,002 - 15 618 62 652 - 880
FPSO ONE GUYANA Guyana 196 1 0 - 10 190 - 492
Non material NCI 18 4 2 4 3 7 - 0
Total 100% 10,428 5,192 347 5,335 3,959 2,309 40 3,482
Reference is made to note 4.3.23 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, joint ventures and associates are described in section 4.3.27 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.
2023 2022
Net result 123 105
Accumulated amount of NCI 1,797 1,517
2023 2022
Equity at 100% 4,709 4,159
Company ownership (2,912) (2,642)
Accumulated amount of NCI 1,797 1,517
For relations with Supervisory Board members, Management Board members and other key personnel reference is made to
note 4.3.6 Employee Benefit Expenses.
The Company has transactions with joint ventures and associates which are recognized as follows in the Company’s
consolidated financial statements:
The Company has provided loans to joint ventures and associates such as shareholder loans and funding loans at rates
comparable to the commercial rates of interest.
During the period, the Company entered into trading transactions with joint ventures and associates on terms equivalent to
those that prevail in arm’s-length transactions.
Additional information regarding the joint ventures and associates is available in note 4.3.29 Investment in Associates and
Joint Ventures.
In both 2023 and 2022, the other assurance services were mainly related to the review of the Company sustainability report.
No other non-assurance services were conducted.
As a result, following review of its cash flow position and forecast, the Company intends to pay a total cash return to
shareholders of US$220 million in 2024. This represents an increase of 12% compared with the dividend paid in 2023. The
cash return is to be composed of a proposed dividend of US$150 million (equivalent to c. US$0.83 per share6) combined with
a EUR65 million (US$70 million equivalent7) share repurchase program. Shares repurchased as part of the cash return will be
cancelled. The share repurchase program will be launched on March 1, 2024 and the dividend will be proposed at the Annual
General Meeting on April 12, 2024. Going forward, the Company intends to maintain a material level of dividend as part of
the annual cash return with US$150 million as a base level.
6
Based on the number of shares outstanding at December 31, 2023. Dividend amount per share depends on number of shares entitled to dividend. The
proposed ex-dividend date is April 16, 2024.
7
Based on the foreign exchange rate on February 22, 2024.
4.4.3 GENERAL
The Company financial statements are part of the 2023 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 in the Dutch Accounting Standards, as published by the Dutch Accounting
Standards Board ('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. In the event
that 20% or more of the voting rights can be exercised, it may be assumed there is control.
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.
The Company recognized income tax expense for financial year 2023, to that extent tax related disclosures are included
whereby the comparative figures are reinstated. Taxation information, including deferred tax assets and income tax expense,
is presented in note 4.5.1.2 Deferred tax assets and 4.5.10 Income tax expense.
2023 2022
Investments net value at 1 January 3,299 2,582
Result of Group companies 529 479
Capital contributions 0 -
Capital repayments (137) (159)
Dividends received (9) (121)
Other changes1 25 520
Foreign currency variations (7) (2)
Movements 402 717
Investments net value at 31 December 3,701 3,299
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
• SBM Holland B.V., Rotterdam, the Netherlands
• FPSO Capixaba Holding B.V., ’s-Gravenhage, the Netherlands
2023 2022
Deferred tax at 1 January 3 3
Deferred tax effect on unrecognized tax losses for current year 2 -
Deferred tax effect on unrecognized tax losses in respect of prior year(s) (5) -
Foreign currency variations 0 -
Total movements (3) -
Deferred tax at 31 December - 3
As of year-end 2023 the Company has re-assessed its recoverability of the deferred tax asset of the fiscal unity and increased
the valuation allowance to cover the full deferred tax asset. As a result the net deferred tax asset recognized amounts to nil
(2022: US$3 million).
4.5.2 RECEIVABLES
31 December 2023 31 December 2022
Trade receivables 0 0
Amounts owed by Group companies 42 100
Other debtors 2 2
Total 44 102
As at December 31, 2023, the Company has a receivable due from SBM Holding Inc. S.A. (the cash pool leader of
SBM Offshore group) amounting to US$42 million (2022: receivable amounting to US$100 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% (2022: 0.075%) to the Company; and
• Interest rate: Any receivable and payable balance that is outstanding for more than 90 days is subject to an interest rate of
3.00% (2022: 0.50%). Depending on whether it is a receivable or a payable balance, it will be either in favor of the
Company or in favor of the cash pool leader.
Intercompany receivable from group companies outside of the cash pool are free of interest. In respect of repayment, no
formal agreements have been made.
Legal reserve
The ‘Investees equity non-distributable’ legal reserve relates mainly to non-distributable profits generated by the co-owned
entities (refer to note 4.3.29 Investment in Associates and Joint Ventures and 4.3.30 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.
2023 2022
Balance at 1 January 1,609 1,511
Movements in financial year 138 98
Balance at 31 December 1,747 1,609
2023 2022
Balance at 1 January 109 75
Additions 38 38
Amortization (5) (3)
Foreign currency variation 0 -
Other movements (0) -
Balance at 31 December 142 109
The legal reserve for ‘investees equity non-distributable‘ and ‘capitalized development expenditure‘ are formed by
withdrawal from the distributable retained earnings. In the event of depreciation or impairment, the capitalized development
expenditure will be reduced by adding it to the retained earnings reserves in the amount of the depreciation or impairment.
If either the currency translation reserve or the cash flow hedging reserve has a negative balance, distributions from the
retained earnings cannot be made to the Company’s shareholders equivalent to the amount of that negative balance.
Statutory reserve
The Management Board, with the approval of the Supervisory Board, has granted a call option to Stichting Continuïteit
SBM Offshore to acquire a number of preference shares. As of October 1, 2022, and with reference to articles 5.5 and 5.6 of
the Articles of Association of the Company, a ‘Protective Preference Shares‘ reserve amounting to US$26 million (2022: US$26
million) was created at the expense of the share premium reserve at the level of the Company. If and when Stichting
Continuiteït SBM Offshore would exercise the call option to acquire preference shares, these preference shares may also be
paid-up from the reserve of the Company. In addition to the legal reserves, distributions to the Company’s shareholders are
restricted to the amount of the statutory reserves.
Retained earnings
The ’Retained earnings’ also includes the ‘IFRS 2 share-based payments’ amounting to US$25 million (2022: US$21 million).
The ’IFRS 2 share-based payments’ granted but still unvested are non-distributable by nature.
The Company’s total equity, as at December 31, 2023, is US$3,733 million, out of which US$2,052 million relates to legal
reserves and US$26 million relates to the statutory reserves (December 31, 2022: Total equity of US$3,397 million, out of
which US$1,860 million relates to legal reserves and US$26 million relates to the statutory reserves). For more information on
the dividends on common shares, reference is made to note 4.3.12 Dividends paid and proposed.
For an explanation of the shareholders’ equity, reference is made to note 4.2.4 Consolidated Statement of Changes in Equity
and note 4.3.22 Equity Attributable to Shareholders.
Appropriation of result
2023
Profit/(Loss) attributable to shareholders 491
In accordance with note 4.7.1 to be transferred to the 'Retained earnings' 491
At the disposal of the General Meeting -
It is proposed that US$150 million of retained earnings is distributed among the shareholders. Please refer to note 4.3.33
Events After End of Reporting Period.
4.5.5 PROVISIONS
On June 21, 2022 the district court in Rotterdam delivered its decision in the case between the Company and the AFM
(Dutch Authority for the Financial Markets) relating to certain public disclosures made by the Company in the period from
2012-2014. The court has honored the position of the Company in relation to two disclosures and reduced the fine to US$1
million.
On August 1, 2022, the AFM filed an appeal with the Trade and Industry Appeals Tribunal (College van Beroep voor het
bedrijfsleven, CBB) against the Rotterdam District Court’s ruling in respect of alleged violations 1 and 2 (the principal
appeal). On January 5, 2023, SBM Offshore filed its response to the AFM‘s appeal and additionally, filed an appeal with the
Trade and Industry Appeals Tribunal against the Rotterdam District Court’s ruling in respect of alleged violations 3 and 4 (the
incidental appeal). On May 25, 2023, the AFM has filed its reply to SBM Offshore’s appeal. SBM Offshore is currently awaiting
the listing of the hearing, which SBM Offshore’s lawyers expect to happen during the 3rd quarter of 2024.
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.
4.5.7 REVENUE
The revenue comprises of management fees charged to Group company Single Buoy Moorings Inc. S.A. which is the main
EPC contractor.
The employee benefits include the Management Board remuneration, and recharge of other personnel costs at the
headquarters, as well as share-based payments for the entire Group. For further details on the Management Board
remuneration, reference is made to note 4.3.6 Employee Benefit Expenses.
The other costs include audit fees, legal, compliance, corporate governance and investor relation costs. For the audit fees
reference is made to note 4.3.32 Independent Auditor’s Fees and Services.
2023 2022
Result before tax of the Company for current year (35) (29)
Corporate income tax against applicable rate (25.8%) 9 8
Results allocated by the members to the Company for current year (2) (2)
Non-deductible costs (5) (5)
Adjustments in respect of prior year(s) (0) -
Profits from foreign operations (0) -
Deferred tax effect on unrecognized tax losses for current year (2) (1)
Deferred tax effect on unrecognized tax losses in respect of prior year(s) (3) -
Total corporate income tax (3) -
Effective corporate income tax rate (8%) 0%
The Company is the head of the fiscal unity for the Dutch corporate income tax (refer to 4.5.11 Commitments and
Contingencies), where the Company will bear the burden of the corporate income tax charge, based on the taxable income
of the fiscal unity, taking into account the losses available for set-off from the previous financial years, exempt profit
components and after the addition of non-deductible costs that are attributable to the Netherlands.
The applicable Dutch corporate income tax rate for taxable income up to EUR 200 thousand (2022: EUR 395 thousand) is
19% (2022: 15%) and 25.8% (2022: 25.8%) for profits that exceed EUR 200 thousand (2022: EUR 395 thousand). The effective
corporate income tax rate is -8% (2022: 0%).
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.
Management Board
Bruno Chabas, Chief Executive Officer
Øivind Tangen, Chief Operating Officer
Douglas Wood, Chief Financial Officer
Supervisory Board
Roeland Baan, Chair
Bernard Bajolet, Vice-Chair
Ingelise Arntsen
Allard Castelein
Hilary Mercer
Jaap van Wiechen
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 2023 and of its result and cash flows for the year then ended
in accordance with International Financial Reporting Standards as adopted in 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 2023 and of its result for the year then ended in accordance with Part 9 of Book 2 of the
Dutch Civil Code.
Independence
We are independent of SBM Offshore N.V. in accordance with the European Union Regulation on specific requirements
regarding statutory audit of public-interest entities, the ‘Wet toezicht accountantsorganisaties’ (Wta, Audit firms supervision
act), the ‘Verordening inzake de onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the
Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch
Code of Ethics).
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. Given the significant judgements, estimation of uncertainty and the
related higher inherent risks of material misstatement in construction contracts, we considered these matters as a key audit
matter as set out in the section ‘Key audit matters’ of this report.
In paragraph 4.3.10 and 4.3.17 of the financial statements, the Company described the expected impact on the fiscal
position of the GloBE Pillar Two model rules and the business re-alignment on deferred taxes. Given the complexity and
nature of the agreement with the Swiss tax authorities, in relation to the business re-alignment, significant judgements,
estimation of uncertainty and the related higher inherent risks of material misstatement, we considered these matters as a
key audit matter as set out in the section ‘Key audit matters’ of this report.
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 1.4.2 and 1.4.3 of the annual report and 4.3.27 of the consolidated financial statements,
the management board reflects on climate-related risks and opportunities. The management board concluded that based
on their reasonable and supportable information available to date and the outcome of risk assessments, the Company did
not identify any circumstances which had an impact on impairment of non-financial assets, provisions or contingent liabilities
and assets as of 31 December 2023. It is the management board’s assessment that the climate related risks will however
remain key points of attention for areas such as impairment testing, estimation of remaining useful life, expected credit
losses and provisions. As part of our audit procedures, we discussed management board’s climate change scenarios and
governance thereof and evaluated the potential impact on the financial position. During the audit we involved our
sustainability specialists to assess the climate-related risks. Based on our discussions and evaluation as described above, we
had no indication that climate change is a key audit matter or that it impacted our key audit matters.
Other areas of focus, that were not considered as key audit matters, were the valuation of finance lease receivables and
segment reporting disclosure. There were also internal control matters identified relating to the IT environment and IT
migration to the new ERP system (‘IFS’) that required additional audit effort, but these were not considered key audit
matters.
We ensured that the audit teams at both group and component level included the appropriate skills and competences which
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 forensic specialists in our assessment
of fraud risk factors.
The outline of our audit approach was as follows:
Materiality
Materiality • Overall materiality: US$30 million
Audit scope
• We conducted audit work in four locations on four components.
Audit Scope • We conducted the group audit from the Netherlands and Portugal. Site visits were
conducted in three countries – Monaco, Portugal and Switzerland.
• Audit coverage: 100% of consolidated revenue, 99% of consolidated total assets and
94% of consolidated profit before tax.
Key audit
matters
Key audit matters
• Estimates and judgements in construction contracts.
• Impact of business re-alignment on deferred taxes and future impact of Pillar Two.
Materiality
The scope of our audit was influenced by the application of materiality, which is further explained in the section ‘Our
responsibilities for the audit of the financial statements’.
Based on our professional judgement we determined certain quantitative thresholds for materiality, including the overall
materiality for the financial statements as a whole as set out in the table below. These, together with qualitative
considerations, helped us to determine the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and to evaluate the effect of identified misstatements, both individually and in
aggregate, on the financial statements as a whole and on our opinion.
None of the remaining components represented more than 1% of total group revenue or total group assets. For those
remaining components we performed, among other things, analytical procedures to corroborate our assessment that there
were no significant risks of material misstatements within those components.
For the components in Monaco and the treasury department in Marly, Switzerland, we used component auditors who are
familiar with the local laws and regulations to perform the audit work. The audit was performed both remotely and at client
offices. For the 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.
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.
We identified the following fraud risks and performed the following specific procedures:
The determination of the turnkey segment result based With respect to the satisfaction of the performance obligations over
on over time recognition requires significant time and the cut-off and accuracy for individual projects under
judgement and management could use this estimate construction, we examined, discussed, and challenged project
to manipulate the figures to shift between year(s). Due documentation on the status, progress, and forecasts with
to this, we deem the risk significant for the cut-off and management and legal, finance and technical staff of the Company.
accuracy assertion for revenue. We evaluated and substantiated the outcome of these discussions
by examining modifications of contracts, where applicable, such as
claims and variation orders between the Company, subcontractors
and clients and responses thereto.
Based on the magnitude of the amounts involved, With the procedures performed above, we determined that
complexity, nature, and tax consequences including on Pillar the methodologies and assumptions used by the group to
Two, the re-alignment of the agreement with Swiss tax assess recoverability of the deferred tax asset related to tax
authorities, the significant judgements and estimates, these goodwill as at 31 December 2023 were within a reasonable
areas were particularly subject to the significant risk of range of outcomes. In addition, we considered the
material misstatement. Based on the above considerations disclosures in respect of Pillar Two legislation, the deferred
we considered this area to be a key audit matter. tax asset on goodwill and the expected implications to the
Company, as sufficient.
A.A. Meijer RA
Appendix to our auditor’s report on the financial statements 2023 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, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Ratios (%)
Shareholders' equity / (total assets -/-
current liabilities) 26 28 26 30 32
Current ratio (current assets / current
liabilities) 336 252 201 149 137
Return on average capital employed 8.2 8.6 7.6 8.1 9.7
Return on average shareholders' equity 13.8 15.1 15.8 10.5 14.5
Operating profit (EBIT) / net turnover 23.1 20.8 19.6 17.3 21.9
Net profit/(loss) / net turnover 12.4 11.3 12.6 9.4 15.1
Net debt / total equity 158 160 189 150 122
Enterprise value / EBITDA 10.5 10.1 12.5 9.3 8.9
API 754
Human rights UN GP • Policy on HSSE, Company Company, Human rights due
Human rights and website contractors and dilligence
UK Modern Slavery Act Process safety third parties
2015 • Human rights
standards
• Modern Slavery
Statement
Operational ISO9001 • Policy on HSSE, Company Company, Projects and
excellence Human rights and website contractors and operations
ISO14001 Process Safety third parties management
• Quality and
Regulatory Policy
Class standards
Employee wellbeing ILO • Policy on HSSE, Company Company, • HSSE risk
Human rights and website contractors and management
IOGP Process Safety third parties • Pulse survey
• Diversity and
Inclusion Policy
Economic impact IFRS • Not applicable Not Not applicable Risk Management
applicable
Emissions GHG Protocol • Sustainability Policy Company Company, HSSE risk
website contractors and management
third parties
Digitalization Network Security • Network security GEMS Company IT risk
Policy policy management
• Malware protection
policy
• Back-up recovery
policy
Innovation API17N standard (TRL) • Not applicable Not Not applicable TRL Management
applicable
Energy transition Paris agreement • Sustainability policy Company Company, Opportunity
website contractors and management
third parties
Market positioning S&P global, • Not applicable Not Not applicable • ESG ratings
sustainalytics, CDP applicable management
• Opportunity
management
Decommissioning EU ship recycling • Recycling policy Company Company, Decommissioning
regulation (or directive website contractors and plan
equivalent) third parties
1 Not applicable means no specific topic policies outside codes and policies mentioned under other material topics.
Eligible Part of the net turnover Capital expenditure that is related Operating expenditure that is related to
Numerator derived from products or to assets or processes associated assets or processes associated with the EU-
services, including with the EU-Taxonomy-eligible Taxonomy-eligible activities2.
intangibles, associated activities1.
with EU-Taxonomy-
eligible economic
activities.
Aligned Part of the net turnover Capital expenditure that is related Direct non-capitalized costs recorded in the
Numerator derived from products or to assets or processes associated Consolidated Income Statement under IFRS
services, including with the EU-Taxonomy-aligned related to assets or processes associated
intangibles, associated activities, part of the ’CAPEX-plan’ with the EU-Taxonomy-aligned activities,
with EU-Taxonomy- below, or related to the purchase of including training and other human
aligned economic output from EU-Taxonomy-aligned resources adaptation needs and direct non-
activities. economic activities and individual capitalized costs that represent research
measures enabling the target and development, part of the ’CAPEX-plan’
activities to become low-carbon or or related to the purchase of output from
to lead to greenhouse gas EU-Taxonomy-aligned economic activities
reductions. and individual measures enabling the target
activities to become low-carbon or to lead
to greenhouse gas reductions.
Denominator Revenues recorded in the Additions to tangible and Direct non-capitalized costs recorded in the
Consolidated Income intangible assets recorded in the Consolidated Income Statement under IFRS
Statement under IFRS as Consolidated Statement of that relate to R&D, building renovation
per Revenue Accounting Financial Position under IFRS measures, short-term lease, maintenance
policy described in during the financial year, and repair (excluding expenses reported as
section 4.2.7 of the considered before depreciation, Cost of Sales), and any other direct
consolidated financial amortization and any re- expenditures relating to the day-to-day
statements. measurements. servicing of assets of PP&E.
1 Eligible CAPEX is also defined by the plan to expand Taxonomy-eligible economic activities or enable Taxonomy-eligible economic activities to become
Taxonomy-aligned and CAPEX relating to the purchase of output from Taxonomy-eligible economic activities and individual measures enabling the target
activities to become low-carbon or to lead to greenhouse gas reductions, provided that such measures are implemented and operational within 18 months.
2 Eligible OPEX is also defined by the plan to expand Taxonomy-eligible economic activities or allow Taxonomy-eligible economic activities to become
Taxonomy-aligned and OPEX related to the purchase of output from Taxonomy-eligible economic activities and to individual measures enabling the target
activities to become low-carbon or to lead to greenhouse gas reductions as well as individual building renovation measure.
There is no CAPEX or OPEX related to the purchase of become low-carbon or to lead to greenhouse gas
output from Taxonomy-aligned economic activities and to reductions as well as individual building renovation
individual measures enabling the target activities to measures included in numerator of CAPEX or OPEX.
The key changes between 2023 and 2022 are explained by 1. Significant contribution to environmental objectives.
an increase in turnover contributions due to the offshore 2. Do No Significant Harm Principles (DNSH).
wind project completion. CAPEX and OPEX KPI’s have 3. Minimum Social Safeguards (MSS).
reduced due to lower progress on Renewable and Floating
offshore wind activities. Alignment for the other four environmental objectives is
not yet required for 2023.
EU TAXONOMY ALIGNMENT
The activities related to climate change mitigation and Significant contribution to environmental objectives
climate change adaptation have been screened for The activity ’Manufacture of renewable energy
alignment with the EU Taxonomy along the following technologies’ is mentioned to comply, stating: ‘The
topics:
Minimum safeguards
Circular Economy
Circular Economy
Pollution
Pollution
Economic Activities1
Y/N/ Y/N/ Y/N/ Y/N/ Y/N/ Y/N/
in % N-EL N-EL N-EL N-EL N-EL N-EL Y/N2 Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-
ELIGIBLE
ACTIVITIES3
A.1 Taxonomy-
aligned activities
A.2 Taxonomy-
eligible but not
-aligned activities
Climate Change
Mitigation and
Adaptation
3.1 Manufacture of
renewable energy
technologies 43 1% 100% 0% N N N N Y Y Y N Y Y Y 100% E -
Total (A.1 + A.2) 43 1%
B. TAXONOMY-
NON-ELIGIBLE
ACTIVITIES
Turnover of
Taxonomy-non-
eligible activities (B) 4,920 99%
Total (A + B) 4,963 100%
1 Due to technical limitation on the number of columns on one page – the codes of the activitites – required as per Annex II of the EU Taxonomy – are
mentioned in below rows, in stead of a separate column.
2 Y = considered aligned with DNSH, N = considered not yet aligned with DNSH
3 EU Taxonomy considers:
'Aligned' as environmentally sustainable
'Not-Aligned' as not environmentally sustainable
Minimum safeguards
Circular Economy
Circular Economy
Pollution
Pollution
Economic Activities1
Y/N/ Y/N/ Y/N/ Y/N/
in % in % in % N-EL N-EL N-EL N-EL Y/N2 Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-
ELIGIBLE
ACTIVITIES3
A.1 Taxonomy-
aligned activities - - - - - - - - - - - - - - - - - -
A.2 Taxonomy-
eligible but not
-aligned activities
Climate Change
Mitigation and
Adaptation
9.1 Close to market
research,
development and
innovation - - - - - - - - - - - - - - - 100% - -
Total (A.1 + A.2)
B. TAXONOMY-
NON-ELIGIBLE
ACTIVITIES
CAPEX from
Taxonomy-non-
eligible activities (B) 179 100%
Total (A + B) 179 100%
1 Due to technical limitation on the number of columns on one page – the codes of the activitites – required as per Annex II of the EU Taxonomy – are
mentioned in below rows, in stead of a separate column.
2 Y = considered aligned with DNSH, N = considered not yet aligned with DNSH
3 EU Taxonomy considers:
'Aligned' as environmentally sustainable
'Not-Aligned' as not environmentally sustainable
Minimum safeguards
Proportion of OPEX
Circular Economy
Circular Economy
Pollution
Pollution
Economic Activities1
Y/N/ Y/N/ Y/N/ Y/N/
in % in % in % N-EL N-EL N-EL N-EL Y/N2 Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-
ELIGIBLE
ACTIVITIES3
A.1 Taxonomy-
aligned activities - - - - - - - - - - - - - - - - - -
A.2 Taxonomy-
eligible but not
-aligned activities
Climate Change
Mitigation and
Adaptation
9.1 Close to market
research,
development and
innovation 15.5 32% 100% 0% N N N N Y Y Y N Y Y Y 100% E -
Biodiversity and
Ecosystems
1.1. Conservation,
including
restoration, of
habitats,
ecosystems and
species 0.1 0.2% 0 0 N N N n/a4 n/a n/a n/a n/a n/a n/a n/a 0% E -
Total (A.1 + A.2) 16
B. TAXONOMY-
NON-ELIGIBLE
ACTIVITIES
OPEX from
Taxonomy-non-
eligible activities
(B) 32 68%
Total (A + B) 48 100%
1 Due to technical limitation on the number of columns on one page – the codes of the activitites – required as per Annex II of the EU Taxonomy – are
mentioned in below rows, in stead of a separate column.
2 Y = considered aligned with DNSH, N = considered not yet aligned with DNSH
3 EU Taxonomy considers:
'Aligned' as environmentally sustainable
'Not-Aligned' as not environmentally sustainable
4 Alignment disclosure not required for this environmental objective in 2023.
28
Note that FPSO Liza Unity was sold to ExxonMobil Guyana on November
9, 2023. Since that day, the unit emissions are falling under the Scope 3 In 2023, water emissions are reported more accurately and
Use of Sold Products category. now account for produced water discharges from both slop
29
Note that FPSO Prosperity reached first oil end of 2023, hence the annual
flare target does not apply. tanks and from topsides (process) directly.
30
Note that SBM Offshore does not provide operation and maintenance
services to Thunder Hawk, hence the annual flare target mentioned in
section 2.1.7 and the water discharge target mentioned in section 2.2 do
not apply.
For the purposes of incident reporting, SBM Offshore SBM Offshore’s headcount figures are based on the
reports against the three levels of incident Tier used by number of people, as individuals, that are working for
IOGP 456/ API 754. Tier 1: All events having actual severity SBM Offshore at a specific given time. Headcount includes
of 4 or 5 as defined in the Common Thresholds Matrix. Tier all types of staff independently from their contract or their
2: All events having an actual severity of 3 as defined in the work schedule. The Annual Report figures are based on the
Common Thresholds Matrix. Tier 3: All events having actual headcount at December 31, 2023.
severity of 1 or 2 as defined in the Common Thresholds
Matrix. In principle, reporting on headcount includes contractors,
while turnover only includes direct hires (no contractors).
Turnover has been calculated as the number of employees
who have left SBM Offshore (between January 1 and
December 31, 2023) compared with the aggregate of the
PERFORMANCE MANAGEMENT
In order to ensure personal development and the optimal
management of performance within SBM Offshore,
SBM Offshore conducts annual performance reviews for all
employees. Globally, SBM Offshore uses a common system
to rate and evaluate all employees. For the reporting on
Performance Appraisals, SBM Offshore included all
permanent staff, temporary (only from Brazil and the
Netherlands) and JV staff (apart from FPSO Kikeh) of all
employees that joined SBM Offshore before October 1,
2022 and that were still with SBM Offshore on
December 31, 2022.
COLLECTIVE BARGAINING
Within SBM Offshore, three entities conduct a yearly
bargaining process: Angola, Brazil and the Schiedam entity
in the Netherlands. In the other entities of SBM Offshore,
direct hire employees are commonly represented by
internal representatives that are elected on yearly basis and
according to the respective countries' labor practices. In
the few places where employee representation is not
organized, SBM Offshore considers the employee
handbook as a valid labor agreement between the
employee and the employer, signed during the hiring
process.
Process Safety
Total Ratios
% of Global
Headcount Direct Hire Contractor Headcount % of Contractors
Africa 878 750 128 12% 15%
Asia 1,744 1,152 592 24% 34%
Europe 2,117 1,770 347 29% 16%
North America 35 32 3 0% 9%
South America 2,642 2,231 411 36% 16%
Grand Total 7,416 5,935 1,481 100% 20%1
1 % of Contractors as part of Global Headcount.
Total Turnover
Total Turnover Total Turnover
Headcount Rate
Africa 50 7%
Asia 297 24%
Europe 201 12%
North America 1 3%
South America 198 10%
Grand Total 747 13%1
1 % of Global Turnover by Direct Hires as part of Global Turnover.
MATERIAL TOPICS
GRI sector
Disclosure Reference /direct answer standard ESRS refeference
Disclosures and guidance about SBM Offshore's material topics
GRI 3: Material topics 2021
3-1 Process to determine material 1.2.2, 5.1.2, 5.1.3 ESRS 2 BP-1, IRO-1
topics
3-2 List of material topics 1.2.2, 5.1.2 ESRS 2 SBM-3
Material Topic: Ethics and Compliance
3-3 Management of material topics 1.2.2, 1.4.1, 1.4.2, 2.1.1, ESRS 2 SBM-1, SBM-3, MDR-P,
2.1.3, 3.5.2, 5.1.2 MDR-A, MDR-M, MDR-T; ESRS
S1-2, S1-3, S1-4, S1-5; S2-2, S2-3,
S2-4, S2-5; G1-1, G1-3
3-3 Additional sector recommendations 1.4.1, 1.4.2, 2.1.1, 2.1.4.3, 11.20.1
3.5.2
205-1 Operations assessed for risks 1.4.1, 1.4.2, 2.1.1, 3.5.2 11.20.2 ESRS G1-3
related to corruption
205-2 Communication and training about 2.1.1, 2.1.4.3, 3.5.2 11.20.3 ESRS G1-3
anti-corruption policies and All staff, including senior
procedures management, are
required to follow training
on anti-corruption as this
subject is part of
SBM Offshore's code of
conduct − which is
publicly available.
205-3 Confirmed incidents of corruption 1.1.3, 2.1.1 11.20.4 ESRS G1-4
and actions taken
205-3 Additional sector disclosures 3.4 11.20.6
305-7 Nitrogen oxides (NOx), sulfur 5.2.2, 5.3.2 11.3.2 ESRS E2-4
oxides (SOx), and other significant
air emissions
Own Oil in water discharge to % below 1.1.3, 2.1.7, 2.2, 5.1.2,
indicator IOGP average 5.2.2, 5.3.2
Own MMSCF/D Average flaring 1.1.3, 2.1.7, 2.2, 5.1.2,
indicator 5.2.2, 5.3.2
Emissions Related: Energy
302-1 Energy consumption within the 1.2.1, 2.1.7, 5.2.2, 5.3.2, 11.1.2 ESRS E1-5
organization 5.3.4
302-2 Energy consumption outside of the 5.2.2 11.1.3 ESRS E1
organization
302-3 Energy intensity 2.1.7, 5.2.2, 5.3.2 11.1.4 ESRS E1-5
Energy intensity in offices
considered non-material
due to focus on absolute
volume targets and low
relative volumes.
Material Topic: Digitalization
3-3 Management of material topics 1.2.2, 1.4.1, 1.4.2, 2.1.8, ESRS 2 SBM-1, SBM-3, IRO-1,
5.1.2 MDR-P, MDR-A, MDR-M, MDR-T;
ESRS S1-2, S1-4, S1-5; S2-2, S2-4,
S2-5
Own % increase of data signals 1.1.3, 1.3.3, 2.1.8, 5.1.2
indicator
Material Topic: Innovation
3-3 Management of material topics 1.2.2, 1.4.1, 1.4.2, 2.1.9, ESRS 2 SBM-1, SBM-3, IRO-1,
5.1.2 MDR-P, MDR-A, MDR-M, MDR-T;
ESRS S1-2, S1-4, S1-5; S2-2, S2-4,
S2-5
Own # of Technology Readiness Level 1.1.3, 2.1.9, 5.1.2
indicator (TRL) qualifications
Own # of innovations reached TRL 4 1.1.3, 1.3.3, 2.1.9, 5.1.2
indicator (market readiness)
OFFICES & WORKSITES ISO 9001 ISO 14001 ISO 45001 ISM
Corporate Offices
Amsterdam (the Netherlands) Certified
Monaco Certified
Offices
Rio de Janeiro (Brazil) Certified
Monaco Certified
Schiedam (the Netherlands) Certified
Kuala Lumpur (Malaysia) Certified
Shanghai (China) Certified
Bengaluru (India) Certified
Construction Sites
PAENAL (Angola) Certified
Operations Offices
Monaco (Management Office) Certified
Angola Compliant Compliant Certified
Brazil Certified Compliant Compliant Certified
Equatorial Guinea Compliant Compliant Certified
Guyana Compliant Compliant Certified
Malaysia Compliant Compliant Certified
OFFSHORE INSTALLATION FLEET ISO 9001 ISO 14001 ISO 45001 CLASS ISM ISPS
Normand Installer Certified Certified Certified Classed Certified Certified
Our conclusion
Based on our procedures performed and the assurance information obtained, nothing has come to our attention that causes
us to believe that the sustainability information included in the annual report 2023 of SBM Offshore N.V. does not present
fairly, in all material respects:
• the policy with regard to sustainability; and
• the business operations, events and achievements in that area for the year ended 31 December 2023, 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’ of our report.
What we have reviewed
We have reviewed the sustainability information included in the following sections of the annual report for 2023 (hereafter:
the sustainability information):
• Chapter 1: Business Environment;
• Chapter 2: Performance Review and Impact;
• Chapter 5: ESG Information, except for chapter 5.1.5 EU Taxonomy Disclosure.
This review is aimed at obtaining a limited level of assurance.
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 sustainability themes and
issues and the characteristics of the company.
• Evaluating the appropriateness of the reporting criteria applied, their consistent application and related disclosures in the
sustainability information. This includes the evaluation of the company’s materiality assessment and the reasonableness of
estimates made by the management board.
• Through inquiries, obtaining a general understanding of the control environment, the reporting processes, and the
information systems and the entity’s risk assessment process relevant to the preparation of the sustainability information,
without obtaining assurance evidence about the implementation or testing the operating effectiveness of controls.
• Identifying areas of the sustainability information where misleading or unbalanced information or a material misstatement,
whether due to fraud or error, is likely to arise. Designing and performing further assurance procedures aimed at
determining the plausibility of the sustainability information responsive to this risk analysis. These procedures consisted
among others of:
◦ Interviewing management (and/or relevant staff) at corporate (and business/division/cluster/local) 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.
◦ Obtaining assurance evidence that the sustainability information reconciles to underlying records of the company.
◦ Reviewing, on a limited test basis, relevant internal and external documentation.
◦ Considering the data and trends.
• Reconciling the relevant financial information to the financial statements.
• Considering the consistency of the sustainability information with the information in the annual report, which is not
included in the scope of our review.
• Considering the overall presentation, structure and balanced content of the sustainability information.
• Considering whether the sustainability information as a whole, including the sustainability matters and disclosures, is
clearly and adequately disclosed in accordance with the applicable reporting criteria.
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.
A.A. Meijer RA
Investor Relations
Wouter Holties
Corporate Finance and Investor Relations Manager
Mobile: +31 (0)6 2334 3764
E-mail: Wouter.Holties@sbmoffshore.com