SBM Offshore N.V. has its registered office in Amsterdam, the Netherlands, and is located at Evert van de Beekstraat 1-77, 1118 CL, Schiphol, the Netherlands. SBM Offshore N.V. is the holding company of a group of international marine technology-oriented companies. The Company globally provides services in the offshore oil and gas industry and broader offshore infrastructure sector.
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, 2025 comprise the financial statements of SBM Offshore N.V., its subsidiaries and interests in associates and joint ventures (together referred to as \u2018the Company\u2019). 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 25, 2026.
The consolidated financial statements were authorized for issue by the Supervisory Board on February 25, 2026.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuthorisationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11755": { "value": "The consolidated financial statements of the Company have been prepared in accordance with, and comply with, IFRS Accounting Standards (\u2019IFRS\u2019) and IFRS Interpretations adopted by the European Union, which were effective for the financial year beginning January 1, 2025, and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements of the Company are prepared on a going concern basis.
The Company has not identified any differences between IFRS adopted by the European Union and IFRS issued by the IASB impacting its consolidated financial statements.
The Company\u2019s financial statements included in section 4.4 are part of the 2025 financial statements of SBM Offshore N.V.
The Company has adopted the following new standards with a date of initial application of January 1, 2025:
Amendments to IAS 21 \u2013 \u2018Lack of Exchangeability\u2019.
These amendments to IAS 21 \u2019The Effects of Changes in Foreign Exchange Rates\u2019 specify when a currency is exchangeable into another currency and how an entity determines the exchange rate to apply when a currency is not exchangeable and require the disclosure of additional information on the effects on the entity when a currency is not exchangeable.
The amendments are not applied retrospectively. Any effect of initially applying the amendments is recognized as an adjustment to the opening balance of retained earnings in the period of initial application.
These amendments had no impact on the Company\u2019s consolidated financial statements, as the Company does not have operations or material transactions in currencies that are not exchangeable.
The following standards and amendments published by the IASB and endorsed by the European Union are not mandatorily applicable as of January 1, 2025:
Amendments to IFRS 9 and IFRS 7 \u2013 \u2018Classification and Measurement of Financial Instruments\u2019;
Amendments to IFRS 9 and IFRS 7 \u2013 \u2018Contracts Referencing Nature-dependent Electricity\u2019;
Annual Improvements to IFRS Accounting Standards - Volume 11; and
IFRS 18 - \u2019Presentation and Disclosure in Financial Statements\u2019.
The Company does not expect a material impact on the financial statements due to the adoption of these standards and amendments, except for the application of the new presentation requirements arising from the adoption of IFRS 18 as described below.
IFRS 18 was issued in April 2024, endorsed by the EU in February 2026 and will be mandatory as of January 1, 2027. The new standard will replace IAS 1 \u2013 Presentation of Financial Statements, introducing new presentation and disclosure requirements for the primary financial statements and notes to the financial statements. Amendments have also been made to other IFRS Accounting Standards, most notably IAS 7, IAS 8, IAS 33 and IAS 34, in relation to IFRS 18 with the same effective date.
The Company is currently assessing impacts and practical consequences of the standard\u2019s future application. Most significantly, IFRS 18 will introduce structural changes to the Company\u2019s consolidated statement of profit or loss and, to a lesser extent, the consolidated cash flow statement. IFRS 18 does not adjust any accounting recognition or measurement requirements, meaning the Company\u2019s total annual profit or loss and net increase or decrease in cash flows do not change as a result of the new standard.
Under IFRS 18, the consolidated statement of profit or loss will include five categories: operating, investing, financing, income taxes and discontinued\u00a0 operations (when applicable).
The Company\u2019s business includes leasing activities, namely in the scope of vessel charter contracts, which qualify as finance leases and operating leases according to IFRS 16 \u2013 \u2019Leases\u2019. The Company is assessing whether or not these activities constitute a main business activity of providing finance to customers or a main business activity of investing in assets, as these activities are technically defined in the new standard. In case the Company has either or both specified main business activities, some adjusted presentation requirements might apply.
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\u2019s endorsement. Those which may be relevant to the Company are set out below:
IFRS 19 - \u2019Subsidiaries without Public Accountability: Disclosures\u2019;
Amendments to IFRS 19; and
Amendments to IAS 21 - \u2019Translation to a Hyperinflationary Presentation Currency\u2019.
The Company does not expect a material impact on the financial statements due to the adoption of these standards and amendments.
Critical accounting policies that involve a high degree of judgment or complexity, or areas where assumptions and estimates are material, are disclosed in the paragraphs below.
When preparing the financial statements, it is necessary for the Management of the Company to make estimates and certain assumptions that can influence the valuation of the assets and liabilities and the outcome in the income statement. The actual outcome may differ from these estimates and assumptions due to changes in facts and circumstances. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable.\u00a0
Significant areas of estimation and uncertainty in applying accounting policies that have the most significant impact on amounts recognized in the financial statements are:
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\u2019s 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, Management\u2019s current best estimate of the probable future benefits and obligations associated with the contract.\u00a0The policy for measurement of transaction price, including variable consideration (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.
Assumptions and estimates used in the discounted cash-flow model and the adjusted net-present-value model to determine the value in use of assets, or group of assets (e.g. discount rates, residual values and business plans), are subject to uncertainty. There is a possibility that changes in circumstances or in market conditions could impact the recoverable amount of the asset or group of assets.
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 is subject to income taxes in multiple jurisdictions. Significant judgment is required in determining the Company\u2019s overall income tax liability. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company takes into account the following considerations when determining the liabilities related to uncertain income tax treatment:
When necessary, the Company engages with local tax advisers, which provide advice on the expected view of tax authorities on the treatment of judgmental areas of income tax;
The Company considers any changes in tax legislation, and knowledge built based on prior cases, to make an estimate/judgment on whether or not to provide for any tax payable; and
The Company takes into account any dispute resolutions, case law and discussions between peer companies and the tax authorities on similar cases over an uncertain tax treatment.
The Company consistently monitors each issue around uncertain income tax treatments across the group in order to ensure that the Company applies sufficient judgment to the resolution of tax disputes that might arise from examination of the Company\u2019s 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.
The Company identifies and provides analysis on a regular basis of current litigation and measures, when necessary, provisions based on its best estimate of the expenditure required to settle the obligations, taking into account information available and different possible outcomes at the reporting date.
A warranty provision is accrued during the construction phase of projects, based on historical warranty expenditure per product type. At the completion of a project, a warranty provision (depending on the nature of the project) is therefore provided for and reported as provision in the statement of financial position. Following the acceptance of a project, the warranty provision is released over the warranty period. For some specific claims formally notified by the customer and which can be reliably estimated, an amount is provided in full and without discounting. An overall review of the warranty provision is performed by Management at each reporting date. Nevertheless, considering the specificity of each asset, actual warranty expenditures could vary significantly from one project to another and therefore differ materially from the initial statistical warranty provision provided at the completion of a said project.
The estimated future costs of demobilization are reviewed on a regular basis and adjusted when appropriate. Nevertheless, considering the long-term expiry date of the obligations, these costs are subject to uncertainty. Cost estimates can vary in response to many factors, including, for example, new demobilization techniques, the Company\u2019s own experience on demobilization operations, future changes in laws and regulations, and the timing of demobilization operations. Generally, demobilization costs include the budgeted operating costs for the activity which consist mainly of employee benefits, materials and insurance, and include activities such as tank and topside cleanings, coral removal and vessel disconnection and lay-up expenses. The estimated future costs are discounted using a risk-free rate appropriate for each obligation.
Estimates and assumptions made in determining these obligations can therefore lead to significant adjustments to the future financial results. Nevertheless, the measurement of demobilization obligations at the reporting date represents Management\u2019s best estimate of the present value of the future costs required.
The 2025 financial year was impacted by commodity price volatility, inflation and variability of interest rates and energy prices that continued to generate current economic and geopolitical uncertainty and volatility. Accordingly, the Company reassessed its significant estimates and judgments. The following main areas identified by the Company as potentially affected by the current global circumstances are:
Key assumptions used in the impairment test of assets, or group of assets;
Expected credit losses; and
Additional costs in order to satisfy the performance obligations on some of the construction contracts, mainly due to pressure on the global supply chain and a general increase in global inflation.
The impact of the current economic and geopolitical environment on the impairment of the tangible assets is disclosed when applicable in note4.3.13 Property, Plant and Equipment. Regarding the Company\u2019s considerations for estimation of expected credit losses, refer to note4.3.8 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\u2019s performance obligations, refer to note4.3.3 Revenue .
Following the assessments, the Company does not expect any significant impact in other areas.
In addition to the above estimates, Management exercises the following judgments:
When the Company enters into a new lease arrangement, the terms and conditions of the contract are analyzed in order to assess whether or not the Company retains the significant risks and rewards of ownership of the asset subject of the lease contract. To identify whether risks and rewards are retained, the Company systematically considers, among others, all the examples and indicators listed byIFRS16.63, on a contract-by-contract basis. By performing such an analysis, the Company makes a significant judgment to determine whether the arrangement results in a finance lease or an operating lease. This judgment can have a significant effect on the amounts recognized in the consolidated financial statements and its recognition of profits in the future. The most important judgmental areas assessed by the Company are (i) determination of the fair value, (ii) determination of the useful life of the asset, (iii) the highly specialized nature of anFPSOconstructed on behalf of the client and (iv) the probability of the client exercising the purchase or termination option (if relevant).
A lease is an agreement whereby the lessor conveys to the lessee, in return for a payment, or series of payments, the right to use an asset for an agreed period of time.
Leases in which a significant portion of the risk and rewards of ownership are retained by the lessor are classified as operating leases. Under an operating lease, the asset is included in the statement of financial position as property, plant and equipment. Lease income is recognized over the term of the lease on a straight-line basis. This implies the recognition of deferred income when the contractual day rates are not constant during the initial term of the lease contract.
When assets are leased under a finance lease, the present value of the lease payments is recognized as a finance lease receivable. Under a finance lease, the difference between the gross receivable and the present value of the receivable is recognized as revenue during the lease phase. Lease income is, as of the commencement date of the lease contract, recognized over the term of the lease using the net investment method, which reflects a constant periodic rate of return. 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).
Under certain circumstances, impairment tests must be performed. Assets that are subject to amortization or depreciation are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
The recoverable amount is the higher of an asset\u2019s Cash Generating Unit\u2019s (\u2019CGU\u2019) fair value, less costs of disposal, and its value-in-use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. An impairment loss is recognized for the amount by which the assets, or CGU\u2019s carrying amount, exceeds its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. The Company bases its future cash flows on detailed budgets and forecasts. Project discount rates are periodically reviewed and an assessment is performed to conclude whether any change in a project discount rate should be considered a triggering event to run an impairment test on the related CGU.
Non-financial assets, other than goodwill, that have been impaired are reviewed for possible reversal at financial position date, whenever the circumstances which caused the initial impairment have improved or no longer exist.
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 the Company 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 (\u2019TMS\u2019) 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 (\u2019FEED\u2019), engineering, construction, procurement, installation, maintenance, operating services and 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\u2019s 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 \u2019Lease and Operate contracts\u2019. 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 in more detail under the below sections \u2019Construction contracts\u2019 and \u2019Lease and Operate contracts\u2019.
The Company can agree on various payment arrangements that generally reflect the progress of delivered performance obligations. However, if the Company\u2018s 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.
The Company, under its construction contracts, usually provides Engineering, Procurement, Construction and Installation (\u2019EPCI\u2019) of vessels. The Company assesses the contracts on an individual basis as per the policy described above. Based on the analysis performed for existing contracts:
The construction contracts generally include one performance obligation due to significant integration of the activities involved; and
Revenue is recognized over time as the Company has an enforceable right to payment for performance completed to date and the assets created have no direct alternative use.
Based on these requirements, the Company concludes that, in principle, construction contracts meet the criteria for revenue to be recognized over time. Revenue is recognized at each period based upon the advancement of the work, using the input method. The input method is based on the ratio of costs incurred to date to total estimated costs. Amounts in foreign currencies included in total estimated costs are determined based on the forward exchange rate of the related hedging instruments. Up to the moment that the Company can reasonably measure the outcome of the performance obligation, revenue is recognized to the extent of cost incurred.
Complex projects that present a high-risk profile due to technical novelty, complexity or pricing arrangements agreed with the client are subject to independent project reviews at advanced degrees of completion in engineering. An independent project review is an internal, but independent, review of the status of a project, based upon an assessment of a range of project management and company factors. Until this point, and when other significant uncertainties related to the cost at completion are mitigated, revenue is recognized to the extent of cost incurred. Total estimated costs for an EPCI arrangement usually include an amount of contingent operating costs, such as for project work hours, which are estimated based on the Company\u2019s experience and periodically reviewed up to project completion.
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.
EPCI arrangements also often include variable consideration such as for performance-based incentives and options for the client to purchase goods and services in the scope of the project, which, if acquired, generally form part of the existing performance obligation. Such variable consideration is included in the transaction price only when it becomes highly probable that a significant reversal of the related revenue will not occur.
Generally, the payments related to the construction contracts (under EPCI arrangements) correspond 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 interest rate that takes into account, among others: time value of money, financing structure and risk profile of the client and project.
The Company provides its customers with the possibility of leasing the units under charter contracts. Charter contracts are multi-year contracts and some of them contain options to extend the term of the lease or terminate the lease earlier. Some of the contracts also contain purchase options that are exercisable throughout the lease term.
Charter rates 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 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.
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\u00a0it is highly probable that no significant reversal of revenue recognized will occur, which is generally the case only when the performance bonus is earned. Penalties are recognized as a deduction of revenue when they become probable. For estimation of bonuses and penalties, the Company applies the \u2018most likely\u2019 method, where the Company assesses which single amount is the most likely in a range of possible outcomes.
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 obtain a contract to be expensed 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\u00a0within the scope of another IFRS standard (e.g. IAS 2 Inventories,\u00a0IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Company recognizes an asset for the costs incurred to fulfill a contract\u00a0only if those costs meet all the following criteria:
The costs relate directly to a contract or to an anticipated contract\u00a0that the Company can specifically identify (for example, costs relating\u00a0to services to be provided under renewal of an existing contract or\u00a0costs of designing an asset to be transferred under a specific\u00a0contract that has not yet been approved);
The costs generate or enhance resources of the entity that will be\u00a0used in satisfying (or in continuing to satisfy) performance\u00a0obligations 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, as defined in IFRS 15, represent the Company\u2019s construction work-in-progress. Construction work-in-progress is the Company\u2018s right to consideration in exchange for goods and services that the Company has transferred to the customer. The Company\u2018s 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.
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.
As per IFRS 8, an operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose segmental operating results are regularly reviewed by the entity\u2019s chief operating decision maker, and for which distinct financial information is available.
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.\u00a0The Company has two reportable segments:
The Lease and Operate segment includes all earned charter rates and fees from lease and operate arrangements as well as fees from operating and maintenance agreements for vessels not owned by the Company.
The Turnkey segment includes revenues from Turnkey supply contracts and after-sales services, which consist mainly of large production systems, large mooring systems, deepwater export systems, fluid transfer systems, tanker loading and discharge terminals, design services, supply of special components and proprietary designs and equipment and brownfield activities. The new energy business, which mainly relates to the Company\u2019s partnership in floating offshore wind solutions, also forms part of the Turnkey segment.
No operating segments have been aggregated to form the above reportable segments.
The Company\u2019s corporate overhead functions do not constitute an operating segment as defined by IFRS 8 \u2019Operating segments\u2019 and are reported under the \u2019Other\u2019 section in note 4.3.2 Operating Segments and Directional Reporting.
Operating segment information is prepared and evaluated based on Directional reporting, for which the main principles are explained in note 4.3.2 Operating Segments and Directional Reporting.
The demobilization obligations of the Company are either stated in the lease contract or derived from the international conventions and the specific legislation applied in the countries where the Company operates assets. Demobilization costs will be incurred by the Company at the end of the operating life of the Company\u2019s facilities.
For operating leases, the net present value of the future obligations is included in property, plant and equipment, with a corresponding amount included in the provision for demobilization. As the remaining duration of each lease reduces, and the discounting effect on the provision unwinds, accrued interest is recognized as part of financial expenses and added to the provision. The subsequent updates of the measurement of the demobilization costs are recognized, both impacting the provision and the asset.
In some cases, when the contract includes a demobilization bareboat fee that the Company invoices to the client during the demobilization phase, a receivable is recognized at the beginning of the lease phase for the discounted value of the fee. 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.
The consolidated financial statements of the Company have been prepared on the historical cost basis, except for the revaluation of certain financial instruments.
The Company classifies its assets as current when it expects to realize the asset, or intends to sell or consume it, in its normal operating cycle. Inventory and contract balances are classified as current while the time when these assets are sold or consumed might be longer than 12 months. In the context of the Company\u2019s operations, it is considered that its operating cycle begins with the construction of the vessels, up to the moment of sale or transfer to finance lease receivable and the remaining Turnkey warranty period. Financial assets are classified as current when they are realized within 12 months. Liabilities are classified as current when they are expected to be settled within less than 12 months and the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting period or when they are expected to be settled in the Company\u2019s normal operating cycle. All other assets and liabilities are classified as non-current.
The Company\u2019s consolidated financial statements include the financial statements of all controlled subsidiaries.
In determining, under IFRS 10, whether the Company controls an investee, the Company assesses whether it has (i) power over the investee, (ii) exposure or rights to variable returns from its involvement, and (iii) the ability to use power over investees to affect the amount of return. To determine whether the Company has power over the investee, multiple contractual elements are analyzed, among which (i) voting rights of the Company at the General Meeting, (ii) voting rights of the Company at Board level and (iii) the power of the Company to appoint, reassign or remove other key management personnel.
For investees, whereby such contractual elements are not conclusive because all decisions about the relevant activities are taken on a mutual consent basis, the main deciding feature resides then in the deadlock clause existing in shareholders\u2019 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\u2019 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 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.
The Company has applied IFRS 11 \u2019Joint Arrangements\u2019 to all joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. In determining, under IFRS 11, the classification of a joint arrangement, the Company first assesses whether joint arrangements are structured through private limited liability companies incorporated in various jurisdictions. Assets and liabilities held in these separate vehicles are those of the separate vehicles and not those of the shareholders of these limited liability companies. Shareholders usually have no direct rights to the assets, nor primary obligations for liabilities of these vehicles. As a result, the Company classifies most of its joint arrangements as joint ventures.\u00a0Joint ventures are accounted for using the equity method.
When a joint arrangement is structured through a legal form that gives the partners rights to the assets and obligations for the liabilities of the arrangement, or when other terms of the arrangement or other facts and circumstances give the partners rights to its assets and obligations for its liabilities, the Company classifies the interest as a joint operation. The Company recognizes its share of the joint operation\u2019s assets, liabilities, income and expenses in the consolidated financial statements.
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\u2019s 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.
The Company\u2019s financial assets consist of finance lease receivables, loans to joint ventures and associates and trade and other receivables. The accounting policy on trade and other receivables is described separately.
Finance lease receivables are non-derivative financial assets with fixed or determined payments that are not quoted in an active market.
Loans to joint ventures and associates relate primarily to interest-bearing loans to joint ventures. These financial assets are initially measured at fair value plus transaction costs (if any) and subsequently measured at amortized cost.
The Company classifies its financial assets at amortized cost only if both of the following criteria are met:
The asset is held within a business model whose objective is to collect the contractual cash flows; and
The contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
Borrowings are recognized on settlement date, being the date on which cash is paid or received. They are initially recognized at fair value, net of transaction costs incurred (transaction price), subsequently measured at amortized cost and classified as current liabilities, unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.\u00a0
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.
Liabilities arising from funds received under the Company\u2019s existing supplier finance arrangements are presented as borrowings while outstanding, and the respective receipts and payments are presented as cash flows from financing activities.
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\u2019s 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.
Foreign currency transactions are recognized in the functional currency, at the exchange rate applicable on the transaction date. At the closing date, monetary assets and liabilities stated in foreign currencies are translated into the functional currency at the exchange rate prevailing on that date. Resulting exchange gains or losses are directly recorded in the income statement. At the closing date, non-monetary assets and liabilities stated in foreign currency remain translated into the functional currency using the exchange rate at the date of the transaction.
Foreign currency income statements of foreign operations (except for foreign operations in hyper-inflationary economies) are translated into the Company\u2019s presentation currency (US dollars) 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 risk, interest rate risk and commodity price risk. Further information about the financial risk management objectives and policies is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
A derivative instrument (cash-flow hedge) qualifies for hedge accounting when all relevant criteria are met. A cash-flow hedge aims at reducing risks incurred by variations in the value of future cash flows that may impact net income. In order for a derivative to be eligible for hedge accounting, the following criteria must be met:
There is an economic relationship between the hedging instrument and the hedged item.
The effect of credit risk does not dominate the value changes resulting from that economic relationship.
The hedge ratio of the hedging relationship is the same as that used for risk management purposes.
All derivative instruments are recorded and disclosed in the statement of financial position at fair value. Purchases and sales of derivatives are accounted for at trade date. Where a portion of a financial derivative is expected to be realized within 12 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, according to the accounting standards, are directly recorded in the income statement.
The sources of hedge ineffectiveness are:
The non-occurrence of the hedged item;
The change in the principal terms of the hedged item;
The severe change of the credit risk of the Company and, or the derivative counterparty.
When measuring the fair value of a financial instrument, the Company uses market observable data as much as possible. Fair values are categorized into different levels in a fair value hierarchy, based on the inputs used in the valuation techniques. Further information about the fair value measurement of financial derivatives is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
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\u2019s 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 for a duration generally between 1 and 2 years. These provisions are estimated on a statistical basis regarding the Company\u2019s 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 they coincide with the production cycle of the Company.
Other provisions include provisions like commercial claims, regulatory fines related to operations and local content penalties. In relation to local content penalties, Brazilian oil and gas contracts typically include local content requirements. These requirements are issued by the Ag\u00eancia Nacional do Petr\u00f3leo, G\u00e1s Natural e Biocombust\u00edveis (ANP) to the winning concessionaire/consortia of auctioned Brazilian exploratory blocks or areas at the end of the bidding round, with the intention to strengthen the domestic Brazilian market and expand local employment. The owning concessionaire/consortia normally contractually passes such requirements on to, among other suppliers, the company delivering the FPSO. For the Company\u2019s Brazilian contracts, the Company assesses the execution strategy and may decide that execution of the project in locations other than Brazil is more beneficial. Such a decision takes into account factors such as optimization of overall cost of delivery, quality and timeliness. As a result, following the chosen execution strategy, the Company may expect not to meet entirely the agreed local content requirements. In such circumstances, the expected penalty to be paid, as a result of not meeting the local content requirements, is determined based on management\u2019s best estimate and recognized as provision during the construction period. The corresponding cost is expensed over the construction period of the asset.
Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of such items. The capital value of a facility to be leased and operated for a client is the sum of external costs (such as shipyards, subcontractors and suppliers), internal costs (design, engineering, construction supervision, etc.), third-party financial costs including interest paid during construction and attributable overhead.
Subsequent costs are included in an asset\u2019s 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\u2019s 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\u00aeFPSO 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 needed.
The assets\u2019 residual values are reviewed and adjusted, if appropriate, at each statement of financial position date. An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s 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\u2019s 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\u2018s 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.
Intangible assets, acquired separately, are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost, less any accumulated amortization and accumulated impairment losses.
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 10 years, dependent on the type of software.
Research costs are expensed when incurred. In compliance with IAS 38, development costs are capitalized if all 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.
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\u2019s Fast4Ward\u00ae Multi Purpose Floater (\u2019MPF\u2019) valued at cost, including attributable overheads and third-party financial costs during construction 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.
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within a maximum of 90 days and are therefore all classified as current. Trade receivables are recognized initially at fair value. The Company holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost, using the effective interest method. The Company applies the simplified approach in measuring expected credit losses for trade receivables.
Other receivables are recognized initially at fair value and subsequently measured at amortized cost, using the effective interest rate method. Interest income, together with gains and losses when the receivables are derecognized or impaired, is recognized in the income statement.
For finance lease receivables, the Company assumes that the credit risk has not increased significantly since the initial recognition if the finance lease receivable is determined to have a low credit risk at the reporting date (i.e. the Company applies the low credit risk simplification). As a result, if the finance lease receivable is determined to have a low credit risk at the reporting date, the Company recognizes a 12-month expected credit-loss.
Cash and cash equivalents consist of cash in bank and in hand fulfilling the following criteria: a maturity of usually less than three months, highly liquid, a fixed exchange value and an extremely low risk of loss of value.
Ordinary shares and protective preference shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the associated tax is also recognized in other comprehensive income or directly in equity.
Income tax expenses comprise corporate income tax due in countries of incorporation of the Company\u2019s main subsidiaries and levied on actual profits. Income tax expenses also include 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\u2019s global tax burden.
Deferred tax is recognized using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the statement of financial position date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred tax is provided for on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.
Pension obligations: the Company operates various pension schemes that are generally funded through payments determined by periodic actuarial calculations to insurance companies or are defined as multi-employer plans. The Company has both defined benefit and defined contribution plans:
A defined benefit plan is a pension plan that defines the amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
A defined contribution plan is a pension plan under which the Company pays fixed contributions to public or private pension insurance plans on a mandatory, contractual or voluntary basis. The Company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions to defined contribution plans and multi-employer plans are recognized as an expense in the income statement as incurred.
The liability recognized in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the statement of financial position date, less the fair value of the plan assets, together with adjustments for unrecognized actuarial gains and losses and past service costs. The defined benefit obligation is calculated periodically by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates on high-quality corporate bonds that have maturity dates approximating to the terms of the Company\u2019s obligations.
The expense recognized within the EBIT comprises the current service cost and the effects of any change, reduction or winding up of the plan. The accretion impact on actuarial debt and interest income on plan assets are recognized under the net financing cost.
Cumulative actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized immediately in comprehensive income.
Share-based payments: within the Company there are four types of share-based payment plans that qualify as equity settled:
Restricted Share Unit (RSU);
Short-term Incentive Program of Bonus Shares and Matching Shares;
Value Creation Stake (VCS); and
Ownership Shares.
The estimated total amount to be expensed over the vesting period related to share-based payments is determined by (i) reference to the fair value of the instruments determined at the grant date, and (ii) non-market vesting conditions included in assumptions about the number of shares that the employee will ultimately receive. Main assumptions for estimates are revised at statement of financial position date. Total cost for the period is charged or credited to the income statement, with a corresponding adjustment to equity.
When equity instruments vest, the Company issues new shares, unless the Company has Treasury shares in stock.
Any cancellation of matching shares will lead to an accelerated expense recognition of the total fair value, with a corresponding adjustment to equity.
Trade payables are amounts due to suppliers for goods bought or services received in the ordinary course of business. They are generally due for settlement within a maximum of 90 days and are therefore classified as current. Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.
The consolidated financial statements of the Company have been prepared in accordance with, and comply with, IFRS Accounting Standards (\u2019IFRS\u2019) and IFRS Interpretations adopted by the European Union, which were effective for the financial year beginning January 1, 2025, and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements of the Company are prepared on a going concern basis.
The Company has not identified any differences between IFRS adopted by the European Union and IFRS issued by the IASB impacting its consolidated financial statements.
The Company\u2019s financial statements included in section 4.4 are part of the 2025 financial statements of SBM Offshore N.V.
The Company has adopted the following new standards with a date of initial application of January 1, 2025:
Amendments to IAS 21 \u2013 \u2018Lack of Exchangeability\u2019.
These amendments to IAS 21 \u2019The Effects of Changes in Foreign Exchange Rates\u2019 specify when a currency is exchangeable into another currency and how an entity determines the exchange rate to apply when a currency is not exchangeable and require the disclosure of additional information on the effects on the entity when a currency is not exchangeable.
The amendments are not applied retrospectively. Any effect of initially applying the amendments is recognized as an adjustment to the opening balance of retained earnings in the period of initial application.
These amendments had no impact on the Company\u2019s consolidated financial statements, as the Company does not have operations or material transactions in currencies that are not exchangeable.
The following standards and amendments published by the IASB and endorsed by the European Union are not mandatorily applicable as of January 1, 2025:
Amendments to IFRS 9 and IFRS 7 \u2013 \u2018Classification and Measurement of Financial Instruments\u2019;
Amendments to IFRS 9 and IFRS 7 \u2013 \u2018Contracts Referencing Nature-dependent Electricity\u2019;
Annual Improvements to IFRS Accounting Standards - Volume 11; and
IFRS 18 - \u2019Presentation and Disclosure in Financial Statements\u2019.
The Company does not expect a material impact on the financial statements due to the adoption of these standards and amendments, except for the application of the new presentation requirements arising from the adoption of IFRS 18 as described below.
IFRS 18 was issued in April 2024, endorsed by the EU in February 2026 and will be mandatory as of January 1, 2027. The new standard will replace IAS 1 \u2013 Presentation of Financial Statements, introducing new presentation and disclosure requirements for the primary financial statements and notes to the financial statements. Amendments have also been made to other IFRS Accounting Standards, most notably IAS 7, IAS 8, IAS 33 and IAS 34, in relation to IFRS 18 with the same effective date.
The Company is currently assessing impacts and practical consequences of the standard\u2019s future application. Most significantly, IFRS 18 will introduce structural changes to the Company\u2019s consolidated statement of profit or loss and, to a lesser extent, the consolidated cash flow statement. IFRS 18 does not adjust any accounting recognition or measurement requirements, meaning the Company\u2019s total annual profit or loss and net increase or decrease in cash flows do not change as a result of the new standard.
Under IFRS 18, the consolidated statement of profit or loss will include five categories: operating, investing, financing, income taxes and discontinued\u00a0 operations (when applicable).
The Company\u2019s business includes leasing activities, namely in the scope of vessel charter contracts, which qualify as finance leases and operating leases according to IFRS 16 \u2013 \u2019Leases\u2019. The Company is assessing whether or not these activities constitute a main business activity of providing finance to customers or a main business activity of investing in assets, as these activities are technically defined in the new standard. In case the Company has either or both specified main business activities, some adjusted presentation requirements might apply.
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\u2019s endorsement. Those which may be relevant to the Company are set out below:
IFRS 19 - \u2019Subsidiaries without Public Accountability: Disclosures\u2019;
Amendments to IFRS 19; and
Amendments to IAS 21 - \u2019Translation to a Hyperinflationary Presentation Currency\u2019.
The Company does not expect a material impact on the financial statements due to the adoption of these standards and amendments.
The consolidated financial statements of the Company have been prepared on the historical cost basis, except for the revaluation of certain financial instruments.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "p-blocktag-i11756": { "value": "The consolidated financial statements of the Company have been prepared in accordance with, and comply with, IFRS Accounting Standards (\u2019IFRS\u2019) and IFRS Interpretations adopted by the European Union, which were effective for the financial year beginning January 1, 2025, and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code.
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11758": { "value": "The Company has adopted the following new standards with a date of initial application of January 1, 2025:
Amendments to IAS 21 \u2013 \u2018Lack of Exchangeability\u2019.
These amendments to IAS 21 \u2019The Effects of Changes in Foreign Exchange Rates\u2019 specify when a currency is exchangeable into another currency and how an entity determines the exchange rate to apply when a currency is not exchangeable and require the disclosure of additional information on the effects on the entity when a currency is not exchangeable.
The amendments are not applied retrospectively. Any effect of initially applying the amendments is recognized as an adjustment to the opening balance of retained earnings in the period of initial application.
These amendments had no impact on the Company\u2019s consolidated financial statements, as the Company does not have operations or material transactions in currencies that are not exchangeable.
The following standards and amendments published by the IASB and endorsed by the European Union are not mandatorily applicable as of January 1, 2025:
Amendments to IFRS 9 and IFRS 7 \u2013 \u2018Classification and Measurement of Financial Instruments\u2019;
Amendments to IFRS 9 and IFRS 7 \u2013 \u2018Contracts Referencing Nature-dependent Electricity\u2019;
Annual Improvements to IFRS Accounting Standards - Volume 11; and
IFRS 18 - \u2019Presentation and Disclosure in Financial Statements\u2019.
The Company does not expect a material impact on the financial statements due to the adoption of these standards and amendments, except for the application of the new presentation requirements arising from the adoption of IFRS 18 as described below.
IFRS 18 was issued in April 2024, endorsed by the EU in February 2026 and will be mandatory as of January 1, 2027. The new standard will replace IAS 1 \u2013 Presentation of Financial Statements, introducing new presentation and disclosure requirements for the primary financial statements and notes to the financial statements. Amendments have also been made to other IFRS Accounting Standards, most notably IAS 7, IAS 8, IAS 33 and IAS 34, in relation to IFRS 18 with the same effective date.
The Company is currently assessing impacts and practical consequences of the standard\u2019s future application. Most significantly, IFRS 18 will introduce structural changes to the Company\u2019s consolidated statement of profit or loss and, to a lesser extent, the consolidated cash flow statement. IFRS 18 does not adjust any accounting recognition or measurement requirements, meaning the Company\u2019s total annual profit or loss and net increase or decrease in cash flows do not change as a result of the new standard.
Under IFRS 18, the consolidated statement of profit or loss will include five categories: operating, investing, financing, income taxes and discontinued\u00a0 operations (when applicable).
The Company\u2019s business includes leasing activities, namely in the scope of vessel charter contracts, which qualify as finance leases and operating leases according to IFRS 16 \u2013 \u2019Leases\u2019. The Company is assessing whether or not these activities constitute a main business activity of providing finance to customers or a main business activity of investing in assets, as these activities are technically defined in the new standard. In case the Company has either or both specified main business activities, some adjusted presentation requirements might apply.
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\u2019s endorsement. Those which may be relevant to the Company are set out below:
IFRS 19 - \u2019Subsidiaries without Public Accountability: Disclosures\u2019;
Amendments to IFRS 19; and
Amendments to IAS 21 - \u2019Translation to a Hyperinflationary Presentation Currency\u2019.
The Company does not expect a material impact on the financial statements due to the adoption of these standards and amendments.
When preparing the financial statements, it is necessary for the Management of the Company to make estimates and certain assumptions that can influence the valuation of the assets and liabilities and the outcome in the income statement. The actual outcome may differ from these estimates and assumptions due to changes in facts and circumstances. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable.\u00a0
Significant areas of estimation and uncertainty in applying accounting policies that have the most significant impact on amounts recognized in the financial statements are:
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\u2019s 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, Management\u2019s current best estimate of the probable future benefits and obligations associated with the contract.\u00a0The policy for measurement of transaction price, including variable consideration (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.
Assumptions and estimates used in the discounted cash-flow model and the adjusted net-present-value model to determine the value in use of assets, or group of assets (e.g. discount rates, residual values and business plans), are subject to uncertainty. There is a possibility that changes in circumstances or in market conditions could impact the recoverable amount of the asset or group of assets.
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 is subject to income taxes in multiple jurisdictions. Significant judgment is required in determining the Company\u2019s overall income tax liability. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company takes into account the following considerations when determining the liabilities related to uncertain income tax treatment:
When necessary, the Company engages with local tax advisers, which provide advice on the expected view of tax authorities on the treatment of judgmental areas of income tax;
The Company considers any changes in tax legislation, and knowledge built based on prior cases, to make an estimate/judgment on whether or not to provide for any tax payable; and
The Company takes into account any dispute resolutions, case law and discussions between peer companies and the tax authorities on similar cases over an uncertain tax treatment.
The Company consistently monitors each issue around uncertain income tax treatments across the group in order to ensure that the Company applies sufficient judgment to the resolution of tax disputes that might arise from examination of the Company\u2019s 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.
The Company identifies and provides analysis on a regular basis of current litigation and measures, when necessary, provisions based on its best estimate of the expenditure required to settle the obligations, taking into account information available and different possible outcomes at the reporting date.
A warranty provision is accrued during the construction phase of projects, based on historical warranty expenditure per product type. At the completion of a project, a warranty provision (depending on the nature of the project) is therefore provided for and reported as provision in the statement of financial position. Following the acceptance of a project, the warranty provision is released over the warranty period. For some specific claims formally notified by the customer and which can be reliably estimated, an amount is provided in full and without discounting. An overall review of the warranty provision is performed by Management at each reporting date. Nevertheless, considering the specificity of each asset, actual warranty expenditures could vary significantly from one project to another and therefore differ materially from the initial statistical warranty provision provided at the completion of a said project.
The estimated future costs of demobilization are reviewed on a regular basis and adjusted when appropriate. Nevertheless, considering the long-term expiry date of the obligations, these costs are subject to uncertainty. Cost estimates can vary in response to many factors, including, for example, new demobilization techniques, the Company\u2019s own experience on demobilization operations, future changes in laws and regulations, and the timing of demobilization operations. Generally, demobilization costs include the budgeted operating costs for the activity which consist mainly of employee benefits, materials and insurance, and include activities such as tank and topside cleanings, coral removal and vessel disconnection and lay-up expenses. The estimated future costs are discounted using a risk-free rate appropriate for each obligation.
Estimates and assumptions made in determining these obligations can therefore lead to significant adjustments to the future financial results. Nevertheless, the measurement of demobilization obligations at the reporting date represents Management\u2019s best estimate of the present value of the future costs required.
The 2025 financial year was impacted by commodity price volatility, inflation and variability of interest rates and energy prices that continued to generate current economic and geopolitical uncertainty and volatility. Accordingly, the Company reassessed its significant estimates and judgments. The following main areas identified by the Company as potentially affected by the current global circumstances are:
Key assumptions used in the impairment test of assets, or group of assets;
Expected credit losses; and
Additional costs in order to satisfy the performance obligations on some of the construction contracts, mainly due to pressure on the global supply chain and a general increase in global inflation.
The impact of the current economic and geopolitical environment on the impairment of the tangible assets is disclosed when applicable in note4.3.13 Property, Plant and Equipment. Regarding the Company\u2019s considerations for estimation of expected credit losses, refer to note4.3.8 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\u2019s performance obligations, refer to note4.3.3 Revenue .
Following the assessments, the Company does not expect any significant impact in other areas.
In addition to the above estimates, Management exercises the following judgments:
When the Company enters into a new lease arrangement, the terms and conditions of the contract are analyzed in order to assess whether or not the Company retains the significant risks and rewards of ownership of the asset subject of the lease contract. To identify whether risks and rewards are retained, the Company systematically considers, among others, all the examples and indicators listed byIFRS16.63, on a contract-by-contract basis. By performing such an analysis, the Company makes a significant judgment to determine whether the arrangement results in a finance lease or an operating lease. This judgment can have a significant effect on the amounts recognized in the consolidated financial statements and its recognition of profits in the future. The most important judgmental areas assessed by the Company are (i) determination of the fair value, (ii) determination of the useful life of the asset, (iii) the highly specialized nature of anFPSOconstructed on behalf of the client and (iv) the probability of the client exercising the purchase or termination option (if relevant).
A lease is an agreement whereby the lessor conveys to the lessee, in return for a payment, or series of payments, the right to use an asset for an agreed period of time.
Leases in which a significant portion of the risk and rewards of ownership are retained by the lessor are classified as operating leases. Under an operating lease, the asset is included in the statement of financial position as property, plant and equipment. Lease income is recognized over the term of the lease on a straight-line basis. This implies the recognition of deferred income when the contractual day rates are not constant during the initial term of the lease contract.
When assets are leased under a finance lease, the present value of the lease payments is recognized as a finance lease receivable. Under a finance lease, the difference between the gross receivable and the present value of the receivable is recognized as revenue during the lease phase. Lease income is, as of the commencement date of the lease contract, recognized over the term of the lease using the net investment method, which reflects a constant periodic rate of return. 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).
Borrowings are recognized on settlement date, being the date on which cash is paid or received. They are initially recognized at fair value, net of transaction costs incurred (transaction price), subsequently measured at amortized cost and classified as current liabilities, unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.\u00a0
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.
Liabilities arising from funds received under the Company\u2019s existing supplier finance arrangements are presented as borrowings while outstanding, and the respective receipts and payments are presented as cash flows from financing activities.
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\u2019s 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.
Right-of-use assets, related to the Company\u2019s 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\u2018s 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11792": { "value": "Under certain circumstances, impairment tests must be performed. Assets that are subject to amortization or depreciation are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
The recoverable amount is the higher of an asset\u2019s Cash Generating Unit\u2019s (\u2019CGU\u2019) fair value, less costs of disposal, and its value-in-use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. An impairment loss is recognized for the amount by which the assets, or CGU\u2019s carrying amount, exceeds its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. The Company bases its future cash flows on detailed budgets and forecasts. Project discount rates are periodically reviewed and an assessment is performed to conclude whether any change in a project discount rate should be considered a triggering event to run an impairment test on the related CGU.
Non-financial assets, other than goodwill, that have been impaired are reviewed for possible reversal at financial position date, whenever the circumstances which caused the initial impairment have improved or no longer exist.
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within a maximum of 90 days and are therefore all classified as current. Trade receivables are recognized initially at fair value. The Company holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost, using the effective interest method. The Company applies the simplified approach in measuring expected credit losses for trade receivables.
Other receivables are recognized initially at fair value and subsequently measured at amortized cost, using the effective interest rate method. Interest income, together with gains and losses when the receivables are derecognized or impaired, is recognized in the income statement.
For finance lease receivables, the Company assumes that the credit risk has not increased significantly since the initial recognition if the finance lease receivable is determined to have a low credit risk at the reporting date (i.e. the Company applies the low credit risk simplification). As a result, if the finance lease receivable is determined to have a low credit risk at the reporting date, the Company recognizes a 12-month expected credit-loss.
Under certain circumstances, impairment tests must be performed. Assets that are subject to amortization or depreciation are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
The recoverable amount is the higher of an asset\u2019s Cash Generating Unit\u2019s (\u2019CGU\u2019) fair value, less costs of disposal, and its value-in-use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. An impairment loss is recognized for the amount by which the assets, or CGU\u2019s carrying amount, exceeds its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. The Company bases its future cash flows on detailed budgets and forecasts. Project discount rates are periodically reviewed and an assessment is performed to conclude whether any change in a project discount rate should be considered a triggering event to run an impairment test on the related CGU.
Non-financial assets, other than goodwill, that have been impaired are reviewed for possible reversal at financial position date, whenever the circumstances which caused the initial impairment have improved or no longer exist.
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 the Company 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 (\u2019TMS\u2019) 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 (\u2019FEED\u2019), engineering, construction, procurement, installation, maintenance, operating services and 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\u2019s 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 \u2019Lease and Operate contracts\u2019. 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 in more detail under the below sections \u2019Construction contracts\u2019 and \u2019Lease and Operate contracts\u2019.
The Company can agree on various payment arrangements that generally reflect the progress of delivered performance obligations. However, if the Company\u2018s 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.
The Company, under its construction contracts, usually provides Engineering, Procurement, Construction and Installation (\u2019EPCI\u2019) of vessels. The Company assesses the contracts on an individual basis as per the policy described above. Based on the analysis performed for existing contracts:
The construction contracts generally include one performance obligation due to significant integration of the activities involved; and
Revenue is recognized over time as the Company has an enforceable right to payment for performance completed to date and the assets created have no direct alternative use.
Based on these requirements, the Company concludes that, in principle, construction contracts meet the criteria for revenue to be recognized over time. Revenue is recognized at each period based upon the advancement of the work, using the input method. The input method is based on the ratio of costs incurred to date to total estimated costs. Amounts in foreign currencies included in total estimated costs are determined based on the forward exchange rate of the related hedging instruments. Up to the moment that the Company can reasonably measure the outcome of the performance obligation, revenue is recognized to the extent of cost incurred.
Complex projects that present a high-risk profile due to technical novelty, complexity or pricing arrangements agreed with the client are subject to independent project reviews at advanced degrees of completion in engineering. An independent project review is an internal, but independent, review of the status of a project, based upon an assessment of a range of project management and company factors. Until this point, and when other significant uncertainties related to the cost at completion are mitigated, revenue is recognized to the extent of cost incurred. Total estimated costs for an EPCI arrangement usually include an amount of contingent operating costs, such as for project work hours, which are estimated based on the Company\u2019s experience and periodically reviewed up to project completion.
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.
EPCI arrangements also often include variable consideration such as for performance-based incentives and options for the client to purchase goods and services in the scope of the project, which, if acquired, generally form part of the existing performance obligation. Such variable consideration is included in the transaction price only when it becomes highly probable that a significant reversal of the related revenue will not occur.
Generally, the payments related to the construction contracts (under EPCI arrangements) correspond 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 interest rate that takes into account, among others: time value of money, financing structure and risk profile of the client and project.
The Company provides its customers with the possibility of leasing the units under charter contracts. Charter contracts are multi-year contracts and some of them contain options to extend the term of the lease or terminate the lease earlier. Some of the contracts also contain purchase options that are exercisable throughout the lease term.
Charter rates 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 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.
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\u00a0it is highly probable that no significant reversal of revenue recognized will occur, which is generally the case only when the performance bonus is earned. Penalties are recognized as a deduction of revenue when they become probable. For estimation of bonuses and penalties, the Company applies the \u2018most likely\u2019 method, where the Company assesses which single amount is the most likely in a range of possible outcomes.
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 obtain a contract to be expensed 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\u00a0within the scope of another IFRS standard (e.g. IAS 2 Inventories,\u00a0IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Company recognizes an asset for the costs incurred to fulfill a contract\u00a0only if those costs meet all the following criteria:
The costs relate directly to a contract or to an anticipated contract\u00a0that the Company can specifically identify (for example, costs relating\u00a0to services to be provided under renewal of an existing contract or\u00a0costs of designing an asset to be transferred under a specific\u00a0contract that has not yet been approved);
The costs generate or enhance resources of the entity that will be\u00a0used in satisfying (or in continuing to satisfy) performance\u00a0obligations 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, as defined in IFRS 15, represent the Company\u2019s construction work-in-progress. Construction work-in-progress is the Company\u2018s right to consideration in exchange for goods and services that the Company has transferred to the customer. The Company\u2018s 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.
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.
As per IFRS 8, an operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose segmental operating results are regularly reviewed by the entity\u2019s chief operating decision maker, and for which distinct financial information is available.
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.\u00a0The Company has two reportable segments:
The Lease and Operate segment includes all earned charter rates and fees from lease and operate arrangements as well as fees from operating and maintenance agreements for vessels not owned by the Company.
The Turnkey segment includes revenues from Turnkey supply contracts and after-sales services, which consist mainly of large production systems, large mooring systems, deepwater export systems, fluid transfer systems, tanker loading and discharge terminals, design services, supply of special components and proprietary designs and equipment and brownfield activities. The new energy business, which mainly relates to the Company\u2019s partnership in floating offshore wind solutions, also forms part of the Turnkey segment.
No operating segments have been aggregated to form the above reportable segments.
The Company\u2019s corporate overhead functions do not constitute an operating segment as defined by IFRS 8 \u2019Operating segments\u2019 and are reported under the \u2019Other\u2019 section in note 4.3.2 Operating Segments and Directional Reporting.
Operating segment information is prepared and evaluated based on Directional reporting, for which the main principles are explained in note 4.3.2 Operating Segments and Directional Reporting.
The demobilization obligations of the Company are either stated in the lease contract or derived from the international conventions and the specific legislation applied in the countries where the Company operates assets. Demobilization costs will be incurred by the Company at the end of the operating life of the Company\u2019s facilities.
For operating leases, the net present value of the future obligations is included in property, plant and equipment, with a corresponding amount included in the provision for demobilization. As the remaining duration of each lease reduces, and the discounting effect on the provision unwinds, accrued interest is recognized as part of financial expenses and added to the provision. The subsequent updates of the measurement of the demobilization costs are recognized, both impacting the provision and the asset.
In some cases, when the contract includes a demobilization bareboat fee that the Company invoices to the client during the demobilization phase, a receivable is recognized at the beginning of the lease phase for the discounted value of the fee. 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.
The Company\u2019s consolidated financial statements include the financial statements of all controlled subsidiaries.
In determining, under IFRS 10, whether the Company controls an investee, the Company assesses whether it has (i) power over the investee, (ii) exposure or rights to variable returns from its involvement, and (iii) the ability to use power over investees to affect the amount of return. To determine whether the Company has power over the investee, multiple contractual elements are analyzed, among which (i) voting rights of the Company at the General Meeting, (ii) voting rights of the Company at Board level and (iii) the power of the Company to appoint, reassign or remove other key management personnel.
For investees, whereby such contractual elements are not conclusive because all decisions about the relevant activities are taken on a mutual consent basis, the main deciding feature resides then in the deadlock clause existing in shareholders\u2019 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\u2019 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 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.
The Company has applied IFRS 11 \u2019Joint Arrangements\u2019 to all joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. In determining, under IFRS 11, the classification of a joint arrangement, the Company first assesses whether joint arrangements are structured through private limited liability companies incorporated in various jurisdictions. Assets and liabilities held in these separate vehicles are those of the separate vehicles and not those of the shareholders of these limited liability companies. Shareholders usually have no direct rights to the assets, nor primary obligations for liabilities of these vehicles. As a result, the Company classifies most of its joint arrangements as joint ventures.\u00a0Joint ventures are accounted for using the equity method.
When a joint arrangement is structured through a legal form that gives the partners rights to the assets and obligations for the liabilities of the arrangement, or when other terms of the arrangement or other facts and circumstances give the partners rights to its assets and obligations for its liabilities, the Company classifies the interest as a joint operation. The Company recognizes its share of the joint operation\u2019s assets, liabilities, income and expenses in the consolidated financial statements.
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\u2019s 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.
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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "h5-blocktag-i11801": { "value": "The Company has applied IFRS 11 \u2019Joint Arrangements\u2019 to all joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. In determining, under IFRS 11, the classification of a joint arrangement, the Company first assesses whether joint arrangements are structured through private limited liability companies incorporated in various jurisdictions. Assets and liabilities held in these separate vehicles are those of the separate vehicles and not those of the shareholders of these limited liability companies. Shareholders usually have no direct rights to the assets, nor primary obligations for liabilities of these vehicles. As a result, the Company classifies most of its joint arrangements as joint ventures.\u00a0Joint ventures are accounted for using the equity method.
When a joint arrangement is structured through a legal form that gives the partners rights to the assets and obligations for the liabilities of the arrangement, or when other terms of the arrangement or other facts and circumstances give the partners rights to its assets and obligations for its liabilities, the Company classifies the interest as a joint operation. The Company recognizes its share of the joint operation\u2019s assets, liabilities, income and expenses in the consolidated financial statements.
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\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociatesAndJointVenturesExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "h5-blocktag-i11802": { "value": "The Company has applied IFRS 11 \u2019Joint Arrangements\u2019 to all joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. In determining, under IFRS 11, the classification of a joint arrangement, the Company first assesses whether joint arrangements are structured through private limited liability companies incorporated in various jurisdictions. Assets and liabilities held in these separate vehicles are those of the separate vehicles and not those of the shareholders of these limited liability companies. Shareholders usually have no direct rights to the assets, nor primary obligations for liabilities of these vehicles. As a result, the Company classifies most of its joint arrangements as joint ventures.\u00a0Joint ventures are accounted for using the equity method.
When a joint arrangement is structured through a legal form that gives the partners rights to the assets and obligations for the liabilities of the arrangement, or when other terms of the arrangement or other facts and circumstances give the partners rights to its assets and obligations for its liabilities, the Company classifies the interest as a joint operation. The Company recognizes its share of the joint operation\u2019s assets, liabilities, income and expenses in the consolidated financial statements.
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\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentsInJointVentures", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "h5-blocktag-i11807": { "value": "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\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociates", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11824": { "value": "The Company\u2019s financial assets consist of finance lease receivables, loans to joint ventures and associates and trade and other receivables. The accounting policy on trade and other receivables is described separately.
Finance lease receivables are non-derivative financial assets with fixed or determined payments that are not quoted in an active market.
Loans to joint ventures and associates relate primarily to interest-bearing loans to joint ventures. These financial assets are initially measured at fair value plus transaction costs (if any) and subsequently measured at amortized cost.
The Company classifies its financial assets at amortized cost only if both of the following criteria are met:
The asset is held within a business model whose objective is to collect the contractual cash flows; and
The contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within a maximum of 90 days and are therefore all classified as current. Trade receivables are recognized initially at fair value. The Company holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost, using the effective interest method. The Company applies the simplified approach in measuring expected credit losses for trade receivables.
Other receivables are recognized initially at fair value and subsequently measured at amortized cost, using the effective interest rate method. Interest income, together with gains and losses when the receivables are derecognized or impaired, is recognized in the income statement.
For finance lease receivables, the Company assumes that the credit risk has not increased significantly since the initial recognition if the finance lease receivable is determined to have a low credit risk at the reporting date (i.e. the Company applies the low credit risk simplification). As a result, if the finance lease receivable is determined to have a low credit risk at the reporting date, the Company recognizes a 12-month expected credit-loss.
The Company\u2019s financial assets consist of finance lease receivables, loans to joint ventures and associates and trade and other receivables. The accounting policy on trade and other receivables is described separately.
Finance lease receivables are non-derivative financial assets with fixed or determined payments that are not quoted in an active market.
Loans to joint ventures and associates relate primarily to interest-bearing loans to joint ventures. These financial assets are initially measured at fair value plus transaction costs (if any) and subsequently measured at amortized cost.
The Company classifies its financial assets at amortized cost only if both of the following criteria are met:
The asset is held within a business model whose objective is to collect the contractual cash flows; and
The contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
Borrowings are recognized on settlement date, being the date on which cash is paid or received. They are initially recognized at fair value, net of transaction costs incurred (transaction price), subsequently measured at amortized cost and classified as current liabilities, unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.\u00a0
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.
Liabilities arising from funds received under the Company\u2019s existing supplier finance arrangements are presented as borrowings while outstanding, and the respective receipts and payments are presented as cash flows from financing activities.
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\u2019s 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.
Foreign currency transactions are recognized in the functional currency, at the exchange rate applicable on the transaction date. At the closing date, monetary assets and liabilities stated in foreign currencies are translated into the functional currency at the exchange rate prevailing on that date. Resulting exchange gains or losses are directly recorded in the income statement. At the closing date, non-monetary assets and liabilities stated in foreign currency remain translated into the functional currency using the exchange rate at the date of the transaction.
Foreign currency income statements of foreign operations (except for foreign operations in hyper-inflationary economies) are translated into the Company\u2019s presentation currency (US dollars) 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 risk, interest rate risk and commodity price risk. Further information about the financial risk management objectives and policies is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
A derivative instrument (cash-flow hedge) qualifies for hedge accounting when all relevant criteria are met. A cash-flow hedge aims at reducing risks incurred by variations in the value of future cash flows that may impact net income. In order for a derivative to be eligible for hedge accounting, the following criteria must be met:
There is an economic relationship between the hedging instrument and the hedged item.
The effect of credit risk does not dominate the value changes resulting from that economic relationship.
The hedge ratio of the hedging relationship is the same as that used for risk management purposes.
All derivative instruments are recorded and disclosed in the statement of financial position at fair value. Purchases and sales of derivatives are accounted for at trade date. Where a portion of a financial derivative is expected to be realized within 12 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, according to the accounting standards, are directly recorded in the income statement.
The sources of hedge ineffectiveness are:
The non-occurrence of the hedged item;
The change in the principal terms of the hedged item;
The severe change of the credit risk of the Company and, or the derivative counterparty.
When measuring the fair value of a financial instrument, the Company uses market observable data as much as possible. Fair values are categorized into different levels in a fair value hierarchy, based on the inputs used in the valuation techniques. Further information about the fair value measurement of financial derivatives is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within a maximum of 90 days and are therefore all classified as current. Trade receivables are recognized initially at fair value. The Company holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost, using the effective interest method. The Company applies the simplified approach in measuring expected credit losses for trade receivables.
Other receivables are recognized initially at fair value and subsequently measured at amortized cost, using the effective interest rate method. Interest income, together with gains and losses when the receivables are derecognized or impaired, is recognized in the income statement.
For finance lease receivables, the Company assumes that the credit risk has not increased significantly since the initial recognition if the finance lease receivable is determined to have a low credit risk at the reporting date (i.e. the Company applies the low credit risk simplification). As a result, if the finance lease receivable is determined to have a low credit risk at the reporting date, the Company recognizes a 12-month expected credit-loss.
Cash and cash equivalents consist of cash in bank and in hand fulfilling the following criteria: a maturity of usually less than three months, highly liquid, a fixed exchange value and an extremely low risk of loss of value.
Trade payables are amounts due to suppliers for goods bought or services received in the ordinary course of business. They are generally due for settlement within a maximum of 90 days and are therefore classified as current. Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.
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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11827": { "value": "Borrowings are recognized on settlement date, being the date on which cash is paid or received. They are initially recognized at fair value, net of transaction costs incurred (transaction price), subsequently measured at amortized cost and classified as current liabilities, unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.\u00a0
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.
Liabilities arising from funds received under the Company\u2019s existing supplier finance arrangements are presented as borrowings while outstanding, and the respective receipts and payments are presented as cash flows from financing activities.
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\u2019s 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.
Borrowings are recognized on settlement date, being the date on which cash is paid or received. They are initially recognized at fair value, net of transaction costs incurred (transaction price), subsequently measured at amortized cost and classified as current liabilities, unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.\u00a0
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.
Liabilities arising from funds received under the Company\u2019s existing supplier finance arrangements are presented as borrowings while outstanding, and the respective receipts and payments are presented as cash flows from financing activities.
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\u2019s 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.
Trade payables are amounts due to suppliers for goods bought or services received in the ordinary course of business. They are generally due for settlement within a maximum of 90 days and are therefore classified as current. Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.
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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingCostsExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11840": { "value": "Foreign currency transactions are recognized in the functional currency, at the exchange rate applicable on the transaction date. At the closing date, monetary assets and liabilities stated in foreign currencies are translated into the functional currency at the exchange rate prevailing on that date. Resulting exchange gains or losses are directly recorded in the income statement. At the closing date, non-monetary assets and liabilities stated in foreign currency remain translated into the functional currency using the exchange rate at the date of the transaction.
Foreign currency income statements of foreign operations (except for foreign operations in hyper-inflationary economies) are translated into the Company\u2019s presentation currency (US dollars) 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 risk, interest rate risk and commodity price risk. Further information about the financial risk management objectives and policies is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
A derivative instrument (cash-flow hedge) qualifies for hedge accounting when all relevant criteria are met. A cash-flow hedge aims at reducing risks incurred by variations in the value of future cash flows that may impact net income. In order for a derivative to be eligible for hedge accounting, the following criteria must be met:
There is an economic relationship between the hedging instrument and the hedged item.
The effect of credit risk does not dominate the value changes resulting from that economic relationship.
The hedge ratio of the hedging relationship is the same as that used for risk management purposes.
All derivative instruments are recorded and disclosed in the statement of financial position at fair value. Purchases and sales of derivatives are accounted for at trade date. Where a portion of a financial derivative is expected to be realized within 12 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, according to the accounting standards, are directly recorded in the income statement.
The sources of hedge ineffectiveness are:
The non-occurrence of the hedged item;
The change in the principal terms of the hedged item;
The severe change of the credit risk of the Company and, or the derivative counterparty.
When measuring the fair value of a financial instrument, the Company uses market observable data as much as possible. Fair values are categorized into different levels in a fair value hierarchy, based on the inputs used in the valuation techniques. Further information about the fair value measurement of financial derivatives is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
Foreign currency transactions are recognized in the functional currency, at the exchange rate applicable on the transaction date. At the closing date, monetary assets and liabilities stated in foreign currencies are translated into the functional currency at the exchange rate prevailing on that date. Resulting exchange gains or losses are directly recorded in the income statement. At the closing date, non-monetary assets and liabilities stated in foreign currency remain translated into the functional currency using the exchange rate at the date of the transaction.
Foreign currency income statements of foreign operations (except for foreign operations in hyper-inflationary economies) are translated into the Company\u2019s presentation currency (US dollars) 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 risk, interest rate risk and commodity price risk. Further information about the financial risk management objectives and policies is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
A derivative instrument (cash-flow hedge) qualifies for hedge accounting when all relevant criteria are met. A cash-flow hedge aims at reducing risks incurred by variations in the value of future cash flows that may impact net income. In order for a derivative to be eligible for hedge accounting, the following criteria must be met:
There is an economic relationship between the hedging instrument and the hedged item.
The effect of credit risk does not dominate the value changes resulting from that economic relationship.
The hedge ratio of the hedging relationship is the same as that used for risk management purposes.
All derivative instruments are recorded and disclosed in the statement of financial position at fair value. Purchases and sales of derivatives are accounted for at trade date. Where a portion of a financial derivative is expected to be realized within 12 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, according to the accounting standards, are directly recorded in the income statement.
The sources of hedge ineffectiveness are:
The non-occurrence of the hedged item;
The change in the principal terms of the hedged item;
The severe change of the credit risk of the Company and, or the derivative counterparty.
When measuring the fair value of a financial instrument, the Company uses market observable data as much as possible. Fair values are categorized into different levels in a fair value hierarchy, based on the inputs used in the valuation techniques. Further information about the fair value measurement of financial derivatives is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
Foreign currency transactions are recognized in the functional currency, at the exchange rate applicable on the transaction date. At the closing date, monetary assets and liabilities stated in foreign currencies are translated into the functional currency at the exchange rate prevailing on that date. Resulting exchange gains or losses are directly recorded in the income statement. At the closing date, non-monetary assets and liabilities stated in foreign currency remain translated into the functional currency using the exchange rate at the date of the transaction.
Foreign currency income statements of foreign operations (except for foreign operations in hyper-inflationary economies) are translated into the Company\u2019s presentation currency (US dollars) 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 risk, interest rate risk and commodity price risk. Further information about the financial risk management objectives and policies is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
A derivative instrument (cash-flow hedge) qualifies for hedge accounting when all relevant criteria are met. A cash-flow hedge aims at reducing risks incurred by variations in the value of future cash flows that may impact net income. In order for a derivative to be eligible for hedge accounting, the following criteria must be met:
There is an economic relationship between the hedging instrument and the hedged item.
The effect of credit risk does not dominate the value changes resulting from that economic relationship.
The hedge ratio of the hedging relationship is the same as that used for risk management purposes.
All derivative instruments are recorded and disclosed in the statement of financial position at fair value. Purchases and sales of derivatives are accounted for at trade date. Where a portion of a financial derivative is expected to be realized within 12 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, according to the accounting standards, are directly recorded in the income statement.
The sources of hedge ineffectiveness are:
The non-occurrence of the hedged item;
The change in the principal terms of the hedged item;
The severe change of the credit risk of the Company and, or the derivative counterparty.
When measuring the fair value of a financial instrument, the Company uses market observable data as much as possible. Fair values are categorized into different levels in a fair value hierarchy, based on the inputs used in the valuation techniques. Further information about the fair value measurement of financial derivatives is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
Foreign currency transactions are recognized in the functional currency, at the exchange rate applicable on the transaction date. At the closing date, monetary assets and liabilities stated in foreign currencies are translated into the functional currency at the exchange rate prevailing on that date. Resulting exchange gains or losses are directly recorded in the income statement. At the closing date, non-monetary assets and liabilities stated in foreign currency remain translated into the functional currency using the exchange rate at the date of the transaction.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "p-blocktag-i11832": { "value": "Foreign currency income statements of foreign operations (except for foreign operations in hyper-inflationary economies) are translated into the Company\u2019s presentation currency (US dollars) 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "p-blocktag-i11833": { "value": "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.
The changes in fair value of derivative financial instruments that do not qualify as hedging, according to the accounting standards, are directly recorded in the income statement.
The non-occurrence of the hedged item;
The change in the principal terms of the hedged item;
The severe change of the credit risk of the Company and, or the derivative counterparty.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForHedgingExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11844": { "value": "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\u2019s 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 for a duration generally between 1 and 2 years. These provisions are estimated on a statistical basis regarding the Company\u2019s 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 they coincide with the production cycle of the Company.
Other provisions include provisions like commercial claims, regulatory fines related to operations and local content penalties. In relation to local content penalties, Brazilian oil and gas contracts typically include local content requirements. These requirements are issued by the Ag\u00eancia Nacional do Petr\u00f3leo, G\u00e1s Natural e Biocombust\u00edveis (ANP) to the winning concessionaire/consortia of auctioned Brazilian exploratory blocks or areas at the end of the bidding round, with the intention to strengthen the domestic Brazilian market and expand local employment. The owning concessionaire/consortia normally contractually passes such requirements on to, among other suppliers, the company delivering the FPSO. For the Company\u2019s Brazilian contracts, the Company assesses the execution strategy and may decide that execution of the project in locations other than Brazil is more beneficial. Such a decision takes into account factors such as optimization of overall cost of delivery, quality and timeliness. As a result, following the chosen execution strategy, the Company may expect not to meet entirely the agreed local content requirements. In such circumstances, the expected penalty to be paid, as a result of not meeting the local content requirements, is determined based on management\u2019s best estimate and recognized as provision during the construction period. The corresponding cost is expensed over the construction period of the asset.
Pension obligations: the Company operates various pension schemes that are generally funded through payments determined by periodic actuarial calculations to insurance companies or are defined as multi-employer plans. The Company has both defined benefit and defined contribution plans:
A defined benefit plan is a pension plan that defines the amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
A defined contribution plan is a pension plan under which the Company pays fixed contributions to public or private pension insurance plans on a mandatory, contractual or voluntary basis. The Company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions to defined contribution plans and multi-employer plans are recognized as an expense in the income statement as incurred.
The liability recognized in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the statement of financial position date, less the fair value of the plan assets, together with adjustments for unrecognized actuarial gains and losses and past service costs. The defined benefit obligation is calculated periodically by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates on high-quality corporate bonds that have maturity dates approximating to the terms of the Company\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11855": { "value": "Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of such items. The capital value of a facility to be leased and operated for a client is the sum of external costs (such as shipyards, subcontractors and suppliers), internal costs (design, engineering, construction supervision, etc.), third-party financial costs including interest paid during construction and attributable overhead.
Subsequent costs are included in an asset\u2019s 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\u2019s 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\u00aeFPSO 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 needed.
The assets\u2019 residual values are reviewed and adjusted, if appropriate, at each statement of financial position date. An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s 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\u2019s 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\u2018s 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.
Costs related to major overhaul, which meet the criteria for capitalization, are included in the asset\u2019s carrying amount. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRepairsAndMaintenanceExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "p-blocktag-i11846": { "value": "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\u00aeFPSO 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 needed.
The assets\u2019 residual values are reviewed and adjusted, if appropriate, at each statement of financial position date. An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is higher than its estimated recoverable amount.
The right-of-use asset is depreciated over the shorter of the asset\u2018s useful life and the lease term, on a straight-line basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11859": { "value": "Intangible assets, acquired separately, are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost, less any accumulated amortization and accumulated impairment losses.
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 10 years, dependent on the type of software.
Research costs are expensed when incurred. In compliance with IAS 38, development costs are capitalized if all 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.
Intangible assets, acquired separately, are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost, less any accumulated amortization and accumulated impairment losses.
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 10 years, dependent on the type of software.
Research costs are expensed when incurred. In compliance with IAS 38, development costs are capitalized if all 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.
Research costs are expensed when incurred. In compliance with IAS 38, development costs are capitalized if all 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11861": { "value": "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\u2019s Fast4Ward\u00ae Multi Purpose Floater (\u2019MPF\u2019) valued at cost, including attributable overheads and third-party financial costs during construction 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.
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within a maximum of 90 days and are therefore all classified as current. Trade receivables are recognized initially at fair value. The Company holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost, using the effective interest method. The Company applies the simplified approach in measuring expected credit losses for trade receivables.
Other receivables are recognized initially at fair value and subsequently measured at amortized cost, using the effective interest rate method. Interest income, together with gains and losses when the receivables are derecognized or impaired, is recognized in the income statement.
For finance lease receivables, the Company assumes that the credit risk has not increased significantly since the initial recognition if the finance lease receivable is determined to have a low credit risk at the reporting date (i.e. the Company applies the low credit risk simplification). As a result, if the finance lease receivable is determined to have a low credit risk at the reporting date, the Company recognizes a 12-month expected credit-loss.
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within a maximum of 90 days and are therefore all classified as current. Trade receivables are recognized initially at fair value. The Company holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost, using the effective interest method. The Company applies the simplified approach in measuring expected credit losses for trade receivables.
Other receivables are recognized initially at fair value and subsequently measured at amortized cost, using the effective interest rate method. Interest income, together with gains and losses when the receivables are derecognized or impaired, is recognized in the income statement.
Cash and cash equivalents consist of cash in bank and in hand fulfilling the following criteria: a maturity of usually less than three months, highly liquid, a fixed exchange value and an extremely low risk of loss of value.
Ordinary shares and protective preference shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the associated tax is also recognized in other comprehensive income or directly in equity.
Income tax expenses comprise corporate income tax due in countries of incorporation of the Company\u2019s main subsidiaries and levied on actual profits. Income tax expenses also include 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\u2019s global tax burden.
Deferred tax is recognized using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the statement of financial position date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred tax is provided for on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax is recognized using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the statement of financial position date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred tax is provided for on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.
Pension obligations: the Company operates various pension schemes that are generally funded through payments determined by periodic actuarial calculations to insurance companies or are defined as multi-employer plans. The Company has both defined benefit and defined contribution plans:
A defined benefit plan is a pension plan that defines the amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
A defined contribution plan is a pension plan under which the Company pays fixed contributions to public or private pension insurance plans on a mandatory, contractual or voluntary basis. The Company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions to defined contribution plans and multi-employer plans are recognized as an expense in the income statement as incurred.
The liability recognized in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the statement of financial position date, less the fair value of the plan assets, together with adjustments for unrecognized actuarial gains and losses and past service costs. The defined benefit obligation is calculated periodically by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates on high-quality corporate bonds that have maturity dates approximating to the terms of the Company\u2019s obligations.
The expense recognized within the EBIT comprises the current service cost and the effects of any change, reduction or winding up of the plan. The accretion impact on actuarial debt and interest income on plan assets are recognized under the net financing cost.
Cumulative actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized immediately in comprehensive income.
Share-based payments: within the Company there are four types of share-based payment plans that qualify as equity settled:
Restricted Share Unit (RSU);
Short-term Incentive Program of Bonus Shares and Matching Shares;
Value Creation Stake (VCS); and
Ownership Shares.
The estimated total amount to be expensed over the vesting period related to share-based payments is determined by (i) reference to the fair value of the instruments determined at the grant date, and (ii) non-market vesting conditions included in assumptions about the number of shares that the employee will ultimately receive. Main assumptions for estimates are revised at statement of financial position date. Total cost for the period is charged or credited to the income statement, with a corresponding adjustment to equity.
When equity instruments vest, the Company issues new shares, unless the Company has Treasury shares in stock.
Any cancellation of matching shares will lead to an accelerated expense recognition of the total fair value, with a corresponding adjustment to equity.
Share-based payments: within the Company there are four types of share-based payment plans that qualify as equity settled:
Restricted Share Unit (RSU);
Short-term Incentive Program of Bonus Shares and Matching Shares;
Value Creation Stake (VCS); and
Ownership Shares.
The estimated total amount to be expensed over the vesting period related to share-based payments is determined by (i) reference to the fair value of the instruments determined at the grant date, and (ii) non-market vesting conditions included in assumptions about the number of shares that the employee will ultimately receive. Main assumptions for estimates are revised at statement of financial position date. Total cost for the period is charged or credited to the income statement, with a corresponding adjustment to equity.
When equity instruments vest, the Company issues new shares, unless the Company has Treasury shares in stock.
Any cancellation of matching shares will lead to an accelerated expense recognition of the total fair value, with a corresponding adjustment to equity.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i11890": { "value": "Trade payables are amounts due to suppliers for goods bought or services received in the ordinary course of business. They are generally due for settlement within a maximum of 90 days and are therefore classified as current. Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.
The Company\u2019s reportable operating segments as defined by IFRS 8 \u2018Operating segments\u2019 are:
Lease and Operate;
Turnkey; and
Other.
Strictly for the purposes of this note, the operating segments are measured under Directional reporting accounting principles, which in essence follows IFRS, but with three 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 (\u2018upfront payments\u2019) 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 \u2019upfront payments\u2019 are recognized as revenues and the costs associated with the construction work and/or services are recognized as \u2019Cost of sales\u2019 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\u2019s 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\u2019s percentage of ownership (hereafter referred to as \u2019percentage of ownership consolidation\u2019). All joint ventures and associates within the Turnkey segment (such as yards, installation vessel and floating offshore wind joint venture) 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\u2019 shares in the lessor SPV. In situations where the Company reduces its percentage of ownership after the 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 for the leased asset and other gain or loss on disposal,\u00a0to the extent of the ownership divested; and
Deferred taxes are adjusted according to the percentage of ownership consolidation. Deferred taxes are not recognized either on intragroup eliminations or on the Directional lease accounting impact for differences in the timing of margin recognition.
The above differences in 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 \u2019Operating segments\u2019. 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 Directional reporting by providing a straightforward reconciliation with IFRS for all key financial metrics.
Under IFRS, the construction of FPSO ONE GUYANA contributed to both Turnkey revenue and gross margin until the start of production in the third quarter of 2025. This is because the contract is classified as a finance lease under IFRS 16 and is therefore accounted for as a direct sale.
Under Directional Reporting, however, FPSO ONE GUYANA is qualified as an operating lease, with the lessor-related entities being 100% owned by the Company. Therefore, its contribution to the Directional Turnkey revenue was limited to upfront payments and variation orders directly paid by the client before or at the commencement of the lease. FPSO ONE GUYANA began contributing to Directional profit and loss over the period following its start of production in August 2025, and will further contribute in 2026 up to the date of sale to the client.
The same treatment was applied to the construction of FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o, which fully contributed under IFRS to both Turnkey revenue and gross margin over the period, given these contracts are classified as finance leases. Under Directional Reporting, the contribution to Turnkey Directional revenue and Directional gross margin is limited to the portion of the sale to partners in the special purpose entity owning the units (45% for each). Their contribution to Directional profit and loss otherwise began with the start of production in the first half-year of 2025 and will continue to materialize in the coming years in line with the operating cash flows, included in the Directional Lease and Operate segment.
With regards to the awarded Sale and Operate contracts for the FPSO Jaguar and FPSO GranMorgu projects, the full construction revenue and margin will be recognized during the construction period under Directional reporting. These contracts are qualified as a construction contract falling in the scope of IFRS 15 and each FPSO\u2019s full ownership is expected to be transferred to the client at the end of the construction period and before the start of operations. The operating part of the contracts will be recognized separately during the operation phase.
Under IFRS, the construction of FSO Chalchi contributed to both Turnkey revenue and gross margin. This is because the contract is classified as a finance lease under IFRS 16 and is therefore accounted for as a direct sale.
Under Directional Reporting, however, FSO Chalchi is qualified as an operating lease, with the lessor-related entities being 100% owned by the Company. Therefore, its contribution to the Directional Turnkey revenue is limited to upfront payments and variation orders directly paid by the client before or up to the commencement of the lease. These upfront payments are recognized as revenues and the costs associated with the related construction work and/or services are recognized as cost of sales with no margin. Upon any partial divestment to partners, the Company will book Directional revenue and Directional margin associated with the EPC works to the extent of the portion of the sale to partners in the special purpose entities.
Directional Turnkey revenue decreased to US$2,772 million, representing 55% of total Directional revenue in 2025. This compares with US$3,743 million, or 61% of total Directional revenue in 2024. This is mainly the result of:
The sale of FPSOs Prosperity and Liza Destiny, completed in November and December 2024 respectively;
The 13.5% divestment of ownership interest in FPSO Sepetiba to CMFL completed in October 2024;
The reduced level of progress during the period compared with the prior year period on FPSO Almirante Tamandar\u00e9 (completed in February 2025), FPSO Alexandre de Gusm\u00e3o (completed in May 2025) and FPSO ONE GUYANA (completed in August 2025); and
The completion of FPSO Sepetiba in early January 2024; partially offset by
The increased progress on the construction projects FPSOs Jaguar and GranMorgu under the Sale and Operate model.
Directional Turnkey EBITDA decreased from US$724 million in the year-ago period to US$561 million in the current year. The key factors impacting Directional Turnkey EBITDA are:
The sale of FPSOs Prosperity and Liza Destiny, completed respectively in November and December 2024;
The 13.5% divestment of ownership interest in FPSO Sepetiba to CMFL completed in October 2024;
The reduced level of progress during the period compared with the year-ago period on FPSO Almirante Tamandar\u00e9 (completed in February) and FPSO Alexandre de Gusm\u00e3o (completed in May); and
The completion of FPSO Sepetiba in early January 2024; partially offset by
Full margin contribution during 2025 from FPSO Jaguar and FPSO GranMorgu given that the projects reached the requisite \u2019stage of completion\u2019 to allow margin recognition during the last quarter of 2024 (limited margin contribution during 2024) and the second quarter of 2025 respectively; and
The successful close-out of the construction activities of FPSOs Almirante Tamandar\u00e9, Alexandre de Gusm\u00e3o and ONE GUYANA, delivered during the period.
Directional Lease and Operate revenue came in at US$2,295 million, a decrease versus US$2,369 million in the year-ago period. This mainly reflects the following events:
Reduced revenue from FPSOs Liza Destiny and Prosperity only contributing in the period as\u00a0Operations and Maintenance contracts following the purchase of the units by the client in the last quarter of 2024 (therefore not contributing to lease revenue in 2025);
Lower reimbursable scope on the fleet; and
The end of FPSO Serpentina operations in the year-ago period; partially offset by
FPSOs Almirante Tamandar\u00e9, Alexandre de Gusm\u00e3o and ONE GUYANA joining the fleet upon successful delivery during the period; and
Improved performance of the fleet.
Directional Lease and Operate EBITDA slightly decreased from US$1,261 million in the year-ago period to US$1,235 million in the current period. This decrease resulted from:
Reduced revenue from FPSOs Liza Destiny and Prosperity only contributing in the period as\u00a0Operations and Maintenance contracts following the purchase of the units by the client in the last quarter of 2024 (therefore not contributing to lease revenue in 2025);
The prior year net gain arising from the acquisition of interests held by Sonangol related to FPSOs N\u2019Goma, Saxi Batuque and Mondo, and the divestment in the parent company of the Paenal shipyard in Angola;
The impact of the full divestment of the lease and operating entities of the FPSO Aseng to GEPetrol completed in December 2025 which, while positive from a cash consideration received perspective, generated a loss recognized in \u2019Directional Other operating income\u2019; and
The change in ownership in FPSO Sepetiba following the divestment to CMFL in 2024; partially offset by
FPSOs Almirante Tamandar\u00e9, Alexandre de Gusm\u00e3o and ONE GUYANA joining the fleet upon successful delivery during the period;
Improved performance of the fleet;
The net gain over the period from the acquisition of interests held by MISC Berhad in FPSO Espirito Santo entities and the full divestment in FPSO Kikeh entities recognized in \u2019Directional Other operating income\u2019; and
The net gain arising from the Thunder Hawk sale completed during the period and recognized in \u2019Directional Other operating income\u2019.
The other non-allocated costs charged to Directional EBITDA amounted to US$(87) million in 2025, a US$2 million decrease compared with the US$(89) million in the year-ago period, which is mainly explained by a reduction in general and administrative costs.
| \u00a0 | Lease and Operate | Turnkey | Reported | Other | Total Directional reporting |
|---|---|---|---|---|---|
Directional revenue | 2,295 | 2,772 | 5,066 | - | 5,066 |
Directional Cost of sales | (1,596) | (2,122) | (3,718) | - | (3,719) |
Directional Gross margin | 698 | 649 | 1,348 | - | 1,348 |
Directional Other operating income/expense | 88 | 15 | 103 | (3) | 100 |
Directional Selling and marketing expenses | (7) | (37) | (45) | (0) | (45) |
Directional General and administrative expenses | (35) | (57) | (92) | (85) | (177) |
Directional Research and development expenses | (7) | (27) | (35) | (0) | (35) |
Directional Net impairment gains/(losses) on financial and contract assets | 12 | 6 | 18 | (3) | 15 |
Directional Operating profit/(loss) (EBIT) | 748 | 549 | 1,298 | (91) | 1,206 |
Directional Net financing costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (304) |
Directional Share of profit of equity-accounted investees | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (4) |
Directional Income tax expense | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (221) |
Directional Profit/(Loss) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 677 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Directional Operating profit/(loss) (EBIT) | 748 | 549 | 1,298 | (91) | 1,206 |
Directional Depreciation, amortization and impairment | 487 | 11 | 499 | 5 | 503 |
Directional EBITDA | 1,235 | 561 | 1,796 | (87) | 1,709 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Other segment information : | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Directional Impairment charge/(reversal) | 0 | (0) | (0) | (0) | (0) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | Reported segments under Directional reporting | Impact of lease accounting treatment | Impact of consolidation methods | Total Consolidated IFRS |
|---|---|---|---|---|
Revenue | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Lease and Operate | 2,295 | (468) | 571 | 2,398 |
Turnkey | 2,772 | 718 | 15 | 3,505 |
Total revenue | 5,066 | 250 | 586 | 5,903 |
Gross margin | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Lease and Operate | 698 | (24) | 343 | 1,017 |
Turnkey | 649 | 334 | 19 | 1,002 |
Total gross margin | 1,348 | 309 | 362 | 2,019 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
EBITDA | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Lease and Operate | 1,235 | (549) | 340 | 1,026 |
Turnkey | 561 | 331 | 21 | 912 |
Other | (87) | - | - | (87) |
Total EBITDA | 1,709 | (218) | 361 | 1,852 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
EBIT | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Lease and Operate | 748 | (97) | 339 | 990 |
Turnkey | 549 | 330 | 22 | 902 |
Other | (91) | - | - | (91) |
Total EBIT | 1,206 | 234 | 361 | 1,801 |
Net financing costs | (304) | (94) | (172) | (571) |
Share of profit of equity-accounted investees | (4) | - | (0) | (4) |
Income tax expense | (221) | 113 | (9) | (117) |
Profit/(loss) | 677 | 253 | 180 | 1,109 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Impairment charge/(reversal) | (0) | - | - | (0) |
The reconciliation from Directional reporting to IFRS comprises two main steps:
In the first step, 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.
For the Lease and Operate segment, the restatement from an operating to a finance lease accounting treatment has the main following impacts for the 2025 period:
Revenue is reduced by US$(468) million. During the lease period, under IFRS, the revenue from finance leases is limited to that portion of charter rates that is recognized as interest using the interest effective method. Under Directional reporting, in accordance with the operating lease treatment, the full charter rate is recognized as revenue, on a straight-line basis.
Directional Lease and Operate EBITDA is similarly impacted (reduction of US$(549) million) for the same reasons. Additionally it should be noted that the completion of the Share Purchase Agreements with MISC Berhad, regarding the acquisition of interests held by MISC Berhad in the FPSO Espirito Santo entities and the full divestment in the FPSO Kikeh entities, led to the recognition of a gain in 2025 recognized in Directional Other operating income/expense. This gain is reversed as under IFRS (i) the acquisition of the interests in the entities related to the FPSO Espirito Santo was accounted for directly in equity as a transaction with a non-controlling interest and (ii) the full divestment of the Company equity interest in the lease and operating entities of the FPSO Kikeh had no impact on the Lease and Operate EBITDA. The Company\u2019s full divestment in the FPSO Aseng entities led to the recognition of a loss in 2025 recognized in Directional Other operating income/expense, with a small variance in IFRS.
Gross margin is reduced by US$(24) million. Under IFRS the gross margin and EBIT from finance leases equal the recognized revenue, following the declining profile of the interest recognized using the effective interest method. On the other side, under the operating lease treatment applied under Directional reporting, the gross margin and the EBIT correspond to revenue less depreciation of the recognized property, plant and equipment, both accounted for on a straight-line basis over the lease period.
For the Turnkey segment, the restatement from operating to finance lease accounting treatment had the following impacts over the 2025 period:
Revenue and gross margin increased by US$718 million and US$334 million respectively, mainly due to the accounting treatment of the Company\u2019s FPSOs which were currently under construction during the period and which are accounted for as finance leases under IFRS (FPSOs Almirante Tamandar\u00e9, Alexandre de Gusm\u00e3o, ONE GUYANA and FSO Chalchi). Under IFRS, a finance lease is considered as if it was a sale of the asset leading to recognition of revenue during the construction of the asset corresponding to the present value of the future lease payments. This (mostly not-yet-cash) revenue is recognized within the Turnkey segment.
The impact on Turnkey EBIT and EBITDA is largely in line with the impact on gross margin.
Net financing costs increased by US$(94) million. During construction, interest on project loans is expensed under IFRS while capitalized in the vessel under construction under Directional reporting.
Income tax expense decreased by US$113 million, mainly due to (i) the early sale of FPSO ONE GUYANA completed on February 4, 2026 resulting in the release of the deferred tax liability recognized during the construction phase of the project, which is not recognized under Directional reporting due to operating lease accounting, (ii) as well as the difference in the timing of margin recognition due to the application of finance lease principles in IFRS, compared to operating lease in Directional reporting.
As a result of the above elements, restatement from operating to finance lease accounting treatment results in an aggregate increase of net profit of US$253 million under IFRS when compared with Directional reporting.
The impact of consolidation methods in the above table describes the net impact from:
Percentage of ownership consolidation to full consolidation for those Lease and Operate-related subsidiaries over which the Company has control, resulting in an increase of revenue, gross margin, EBIT and EBITDA; and
Percentage of ownership consolidation to the equity accounting method for those Lease and Operate-related investees that are classified as joint ventures, in accordance with IFRS 11, resulting in a decrease of revenue, gross margin, EBIT and EBITDA. To note, since the sale of the FPSO Kikeh entities in early 2025, the Company no longer has lease-related investees that are equity-accounted under IFRS.
For the Lease and Operate segment, the impact of the changes in consolidation methods result 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\u2019s 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 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$180 million under IFRS when compared with Directional reporting.
| \u00a0 | Lease and Operate | Turnkey | Reported | Other | Total Directional reporting |
|---|---|---|---|---|---|
Directional revenue | 2,369 | 3,743 | 6,111 | - | 6,111 |
Directional Cost of sales | (1,682) | (2,949) | (4,631) | - | (4,630) |
Directional Gross margin | 686 | 794 | 1,480 | - | 1,480 |
Directional Other operating income/expense | 57 | 21 | 78 | (4) | 74 |
Directional Selling and marketing expenses | (4) | (19) | (23) | (0) | (23) |
Directional General and administrative expenses | (25) | (53) | (77) | (85) | (162) |
Directional Research and development expenses | (6) | (34) | (40) | (0) | (40) |
Directional Net impairment gains/(losses) on financial and contract assets | 0 | (7) | (7) | (1) | (8) |
Directional Operating profit/(loss) (EBIT) | 709 | 702 | 1,410 | (90) | 1,321 |
Directional Net financing costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (314) |
Directional Share of profit of equity-accounted investees | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 5 |
Directional Income tax expense | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (105) |
Directional Profit/(Loss) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 907 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Directional Operating profit/(loss) (EBIT) | 709 | 702 | 1,410 | (90) | 1,321 |
Directional Depreciation, amortization and impairment | 553 | 22 | 574 | 2 | 576 |
Directional EBITDA | 1,261 | 724 | 1,984 | (89) | 1,896 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Other segment information | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Directional Impairment charge/(reversal) | 39 | (0) | 39 | (0) | 39 |
| \u00a0 | Reported segments under Directional reporting | Impact of lease accounting treatment | Impact of consolidation methods | Total Consolidated IFRS |
|---|---|---|---|---|
Revenue | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Lease and Operate | 2,369 | (546) | 252 | 2,074 |
Turnkey | 3,743 | (1,111) | 79 | 2,710 |
Total revenue | 6,111 | (1,657) | 331 | 4,784 |
Gross margin | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Lease and Operate | 686 | (91) | 157 | 752 |
Turnkey | 794 | (439) | 25 | 380 |
Total gross margin | 1,480 | (530) | 182 | 1,132 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
EBITDA | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Lease and Operate | 1,261 | (563) | 145 | 842 |
Turnkey | 724 | (443) | 6 | 287 |
Other | (89) | - | 0 | (88) |
Total EBITDA | 1,896 | (1,006) | 151 | 1,041 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
EBIT | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Lease and Operate | 709 | (104) | 145 | 750 |
Turnkey | 702 | (441) | 8 | 270 |
Other | (90) | - | (0) | (91) |
Total EBIT | 1,321 | (545) | 153 | 928 |
Net financing costs | (314) | (194) | (155) | (663) |
Share of profit of equity-accounted investees | 5 | - | 14 | 19 |
Income tax expense | (105) | 23 | 9 | (73) |
Profit/(loss) | 907 | (716) | 20 | 211 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Impairment charge/(reversal) | 39 | (2) | (0) | 36 |
| \u00a0 | Reported under Directional reporting | Impact of lease accounting treatment | Impact of consolidation methods | Total Consolidated IFRS |
|---|---|---|---|---|
ASSETS | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Property, plant and equipment and Intangible assets1 | 7,5232 | (7,051) | 0 | 472 |
Investment in associates and joint ventures | 23 | - | 1 | 24 |
Finance lease receivables | - | 8,638 | 4,485 | 13,124 |
Other financial assets | 3743 | (265) | 0 | 110 |
Contract assets | 774 | 172 | 0 | 946 |
Trade receivables and other assets | 1,805 | 80 | 84 | 1,969 |
Derivative financial instruments | 267 | - | 101 | 368 |
Cash and cash equivalents | 891 | 0 | 195 | 1,086 |
Total Assets | 11,656 | 1,574 | 4,866 | 18,097 |
EQUITY AND LIABILITIES | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Equity attributable to parent company | 2,545 | 1,857 | 4 | 4,406 |
Non-controlling interests | (8) | 28 | 2,056 | 2,076 |
Equity | 2,536 | 1,885 | 2,060 | 6,482 |
Borrowings and lease liabilities | 6,5424 | - | 2,613 | 9,155 |
Provisions | 625 | (292) | 113 | 447 |
Trade payable and other liabilities | 1,876 | 7 | 76 | 1,958 |
Deferred income | 54 | (27) | 4 | 31 |
Derivative financial instruments | 23 | - | 1 | 24 |
Total Equity and Liabilities | 11,656 | 1,574 | 4,867 | 18,097 |
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-method accounting for investees related to Lease and Operate contracts.
For the statement of financial position, the main adjustments from Directional reporting to IFRS as of December 31, 2025 are:
For those lease contracts that are classified and accounted for as finance lease contracts under IFRS, derecognition of property, plant and equipment recognized under Directional reporting (US$(7,051) million) and subsequent recognition of (i) finance lease receivables (US$8,638 million), and (ii) contract assets (US$172 million) for those assets still under construction;
Restatement of the provisions for demobilization and associated non-current receivable assets, mainly impacting other financial assets (US$(265) million) and provisions (US$(292) million); and
For operating lease contracts with non-linear bareboat day rates, a deferred income provision is recognized to show linear revenues under Directional reporting. This balance (US$(27) million) is derecognized for the contracts that are classified and accounted for as finance lease contracts under IFRS.
As a result, the restatement from operating to finance lease accounting treatment gives rise to an aggregate increase of equity of US$1,885 million under IFRS when compared with Directional reporting. This primarily reflects the earlier margin recognition on finance lease contracts, under IFRS compared with Directional reporting.
The above table of statement of financial position also describes the net impact of moving from percentage of ownership consolidation to either full consolidation, for those lease-related investees in which the Company has control, or equity accounting, for those investees that are classified as joint ventures under IFRS 11. The two main impacts are:
Full consolidation of asset-specific entities that mainly comprise finance lease receivables (representing the net present value of the future lease payments to be received) and non-recourse project debts, including the recognition of the respective non-controlling interests; and
Derecognition of the individual line items from the statement of financial positions for those entities that are equity-accounted under IFRS, rolling up in the line item \u2019Investment in associates and joint ventures\u2019. To note, since the sale of the FPSO Kikeh entities in early 2025, the Company no longer has lease-related investees that are equity-accounted under IFRS.
As a result, the restatement of the impact of consolidation methods gives rise to an aggregate increase of equity of US$2,060 million\u00a0under IFRS when compared with Directional reporting.
| \u00a0 | Reported under Directional reporting | Impact of lease accounting treatment | Impact of consolidation methods | Total Consolidated IFRS |
|---|---|---|---|---|
EBITDA | 1,709 | (218) | 361 | 1,852 |
Adjustments for non-cash and investing items | (4) | 4 | 9 | 9 |
Changes in operating assets and liabilities | (401) | (649) | (82) | (1,132) |
Reimbursement finance lease assets | 0 | 434 | 211 | 646 |
Income taxes paid | (139) | (0) | (22) | (161) |
Net cash flows from (used in) operating activities | 1,166 | (429) | 477 | 1,214 |
Capital expenditures | (487) | 418 | (0) | (69) |
Other investing activities | 209 | 0 | (22) | 187 |
Net cash flows from (used in) investing activities | (278) | 418 | (22) | 118 |
Equity payment from/(repayment to) partners | - | - | 2 | 2 |
Additions and repayments of borrowings and lease liabilities | (7) | 0 | (8) | (15) |
Dividends paid to shareholders and non-controlling interests | (173) | - | (279) | (452) |
Interest paid | (276) | 10 | (137) | (403) |
Share repurchase program | (174) | - | - | (174) |
Payments from/to non-controlling interests for change in ownership | 0 | 0 | (0) | (0) |
Net cash flows from (used in) financing activities | (630) | 10 | (423) | (1,043) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Net cash and cash equivalents as at 1 January | 6421 | (0) | 164 | 806 |
Net increase/(decrease) in net cash and cash equivalents | 258 | 0 | 31 | 290 |
Foreign currency variations | (10) | (0) | 0 | (10) |
Net cash and cash equivalents as at 31 December | 891 | 0 | 195 | 1,086 |
At net cash level, the difference in lease accounting treatment is nil. The impact of the different lease accounting treatments under Directional reporting versus IFRS is limited to reclassifications between cash flow activities.
A large part of the capital expenditures (US$418 million) is reclassified from investing activities under Directional reporting to net cash flows from operating activity under IFRS, where finance lease contracts are accounted for as construction contracts. Furthermore, the cash outflows and inflows relating to interests (including the effects of interest rare hedges) during the construction of the FPSOs which are capitalized under Directional reporting as part of assets under construction (and therefore presented in investing activities), are reclassified to financing activities under IFRS.
The impact of the change of lease accounting treatment at EBITDA level is described in further detail in the earlier reconciliation of the Company\u2019s income statement.
The impact of the consolidation method on the cash flow statement is in line with the impact described for the statement of financial position. The full consolidation of asset specific entities, mainly comprising finance lease receivables and the related non-recourse project debts, results in increased additions and repayments of borrowings under IFRS versus Directional reporting.
The impact in net cash flows from operating activities (US$477 million) mainly includes the effect of changing consolidation method from percentage of ownership consolidation under Directional reporting to full consolidation or equity method under IFRS. This effect is partially compensated (US$(423) million) in the cash flows from financing activities, mostly driven by the recognition (under IFRS) of cash flows from/to equity partners arising from the recognition of the partners\u2019 percentage of ownership, which are recognized as non-controlling interests where the full consolidation method is applied.
The impact in net cash flows from investing activities (US$(22) million) is mainly derived from the completion of the Share Purchase Agreements with MISC Berhad during the period as well as the full divestment of the FPSO Aseng entities to GEPetrol. It includes the effect of the derecognition of cash and cash equivalents of the FPSO Kikeh entities due to the full divestment of the Company\u2019s equity interest under Directional reporting while under IFRS it has no effect as those entities where equity-accounted. This positive effect is more than offset by the effect of the acquired cash and cash equivalents of the FPSO Espirito Santo entities under Directional reporting due to the increase in percentage of ownership, while under IFRS there is no effect as those entities were already fully consolidated, as well as the effect of the derecognition of the cash and cash equivalents of the FPSO Aseng entities, proportionally consolidated under Directional reporting but fully consolidated under IFRS prior to disposal.
| \u00a0 | Reported under Directional reporting | Impact of lease accounting treatment | Impact of consolidation methods | Total Consolidated IFRS |
|---|---|---|---|---|
ASSETS | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Property, plant and equipment and Intangible assets1 | 7,4902 | (7,047) | (0) | 442 |
Investment in associates and joint ventures | 20 | - | 1 | 21 |
Finance lease receivables | 0 | 4,047 | 2,611 | 6,658 |
Other financial assets | 2723 | (132) | (4) | 136 |
Contract assets | 326 | 4,474 | 2,009 | 6,809 |
Trade receivables and other assets | 1,797 | (29) | 27 | 1,795 |
Derivative financial instruments | 264 | - | 165 | 429 |
Cash and cash equivalents | 606 | (0) | 200 | 806 |
Assets held for sale | 40 | 40 | (20) | 60 |
Total Assets | 10,815 | 1,352 | 4,988 | 17,157 |
EQUITY AND LIABILITIES | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Equity attributable to parent company | 2,008 | 1,606 | 4 | 3,619 |
Non-controlling interests | (6) | 20 | 2,212 | 2,225 |
Equity | 2,002 | 1,626 | 2,216 | 5,844 |
Borrowings and lease liabilities | 6,3254 | - | 2,618 | 8,943 |
Provisions | 680 | (213) | 98 | 565 |
Trade payable and other liabilities | 1,367 | 79 | 63 | 1,508 |
Deferred income | 157 | (140) | 13 | 30 |
Derivative financial instruments | 266 | - | - | 266 |
Liabilities held for sale | 18 | - | (18) | - |
Total Equity and Liabilities | 10,815 | 1,352 | 4,989 | 17,157 |
| \u00a0 | Reported under Directional reporting | Impact of lease accounting treatment | Impact of consolidation methods | Total Consolidated IFRS |
|---|---|---|---|---|
EBITDA | 1,896 | (1,006) | 151 | 1,041 |
Adjustments for non-cash and investing items | 1,062 | (1,092) | 55 | 24 |
Changes in operating assets and liabilities | (288) | (990) | (506) | (1,784) |
Reimbursement finance lease assets | (0) | 2,226 | 152 | 2,378 |
Income taxes paid | (178) | 3 | (3) | (178) |
Net cash flows from (used in) operating activities | 2,492 | (859) | (151) | 1,482 |
Capital expenditures | (937) | 821 | (0) | (116) |
Other investing activities | 80 | 14 | 115 | 208 |
Net cash flows from (used in) investing activities | (858) | 835 | 115 | 92 |
Equity payment from/(repayment to) partners | - | - | 196 | 196 |
Additions and repayments of borrowings and lease liabilities | (970) | (0) | 120 | (849) |
Dividends paid to shareholders and non-controlling interests | (154) | - | (94) | (249) |
Interest paid | (327) | 24 | (54) | (356) |
Share repurchase program | (102) | - | - | (102) |
Payments to non-controlling interests for change in ownership | 0 | 0 | 53 | 53 |
Net cash flows from (used in) financing activities | (1,552) | 24 | 221 | (1,307) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Net cash and cash equivalents as at 1 January | 563 | - | (20) | 543 |
Net increase/(decrease) in net cash and cash equivalents | 82 | (0) | 184 | 267 |
Foreign currency variations | (3) | (0) | (1) | (4) |
Net cash and cash equivalents as at 31 December | 6421 | (0) | 164 | 806 |
| \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|
Within one year | (3) | 44 |
Between 1 and 2 years | (4) | 37 |
Between 2 and 5 years | 30 | 33 |
More than 5 years | 31 | 44 |
Balance at 31 December | 54 | 157 |
Directional deferred income is mainly related to the revenue of those lease contracts that include a decreasing day-rate schedule. As revenue from lease contracts with customers is recognized in the income statement on a straight-line basis with reference to IFRS 16 \u2018Leases\u2019, the difference between the yearly straight-line revenue and the contractual day rates is recognized as deferred income. The deferral will be released through the income statement over the remaining duration of the relevant lease contracts.
The decrease in deferred income mainly results from the derecognition of deferred income for the FPSO Espirito Santo entities, following the acquisition of all remaining interests in January 2025 and associated recognition of all assets and liabilities at fair value (deferred income fair value being nil), and the derecognition of the deferred income for the FPSO Aseng entities, following the full divestment of the Company\u2019s equity interest to GEPetrol in December 2025.
The deferred income from the remaining lease contracts is expected to increase over time in the coming 2 years and will start being released through the income statement after that period.
The classification by country is determined by the final destination of the product for both revenues and non-current assets.
The revenue by country is analyzed as follows:
| \u00a0 | Directional | IFRS | ||||
|---|---|---|---|---|---|---|
| \u00a0 | Lease and Operate | Turnkey | Reported | Lease and Operate | Turnkey | Reported |
Guyana / Suriname | 659 | 2,242 | 2,901 | 574 | 2,624 | 3,198 |
Brazil | 1,218 | 167 | 1,385 | 1,513 | 369 | 1,882 |
Angola | 304 | 195 | 499 | 221 | 195 | 416 |
Mexico | - | 66 | 66 | - | 215 | 215 |
Equatorial Guinea | 82 | 0 | 82 | 58 | 0 | 58 |
Nigeria | - | 38 | 38 | - | 38 | 38 |
The United States of America | 24 | 3 | 27 | 24 | 3 | 27 |
Other | 8 | 60 | 68 | 8 | 60 | 68 |
Total revenue | 2,295 | 2,772 | 5,066 | 2,397 | 3,505 | 5,903 |
| \u00a0 | Directional | IFRS | ||||
|---|---|---|---|---|---|---|
| \u00a0 | Lease and Operate | Turnkey | Reported | Lease and Operate | Turnkey | Reported |
Guyana / Suriname | 799 | 2,947 | 3,746 | 602 | 1,691 | 2,293 |
Brazil | 936 | 543 | 1,479 | 1,087 | 697 | 1,784 |
Angola | 451 | 47 | 498 | 262 | 92 | 354 |
Equatorial Guinea | 102 | 2 | 104 | 91 | 1 | 92 |
Malaysia | 48 | 6 | 54 | (0) | 9 | 9 |
Nigeria | - | 36 | 36 | - | 36 | 36 |
The United States of America | 27 | 3 | 31 | 27 | 3 | 31 |
France | - | 20 | 20 | - | 20 | 20 |
Norway | - | 20 | 20 | - | 20 | 20 |
Other | 5 | 118 | 123 | 5 | 141 | 146 |
Total revenue | 2,368 | 3,743 | 6,111 | 2,074 | 2,710 | 4,784 |
Under IFRS, the revenue generated in Angola following the acquisition of the shares in the lease and operating entities related to FPSOs N\u2019Goma, Saxi Batuque and Mondo has been reported from the acquisition date on June 11, 2024 forward.
The non-current assets by country are analyzed as follows:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||
|---|---|---|---|---|
| \u00a0 | IFRS | DIR | IFRS | DIR |
Brazil | 10,820 | 5,827 | 6,726 | 5,998 |
Guyana / Suriname | 24 | 1,753 | 18 | 1,634 |
Mexico | 4 | 170 | 0 | 23 |
Switzerland | 97 | 97 | 120 | 120 |
Monaco | 66 | 66 | 60 | 60 |
Angola | 14 | 56 | 159 | 106 |
Netherlands | 40 | 40 | 33 | 33 |
France | 14 | 14 | 12 | 12 |
Equatorial Guinea | - | - | 24 | 47 |
The United States of America | - | - | 18 | 18 |
Other | 219 | 222 | 189 | 169 |
Total | 11,299 | 8,247 | 7,358 | 8,220 |
Under IFRS, three customers represent more than 10% of the consolidated revenue each. Total revenue from these major customers amounts to US$5,292 million, for US$2,685 million, US$1,807 million and US$620 million respectively (included in both segments). In 2024, two customers accounted for more than 10% of the consolidated revenue for a total of US$3,966 million, for US$2,249 million and US$1,716 million, respectively (included in both segments).
Under Directional reporting, three customers represent more than 10% of the consolidated revenue each. Total revenue from these three major customers amounts to US$4,476 million, for US$2,567 million, US$1,289 million and US$620 million respectively (included in both segments). In 2024, the revenue related to two major customers was US$5,142 million, for US$3,728 million and US$1,414 million, respectively (included in both segments).
The Company\u2019s 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 42% of the Company\u2019s 2025 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. around 98%) over time.
The Company\u2019s policy regarding revenue recognition is described in further detail in note 4.2.7 B. Critical Accounting Policies \u2212 (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\u2019s construction contracts can last for several years, depending on the type of product, scope and complexity of the project, while the Company\u2019s 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, 2025. 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\u2019s Lease and Operate contracts. The net amount of performance-related payments for 2025 increased to US$127 million (2024: US$22 million). This increase is mostly related to the prior year temporary shutdown of three units.
The following table presents the unsatisfied performance obligations as at December 31, 2025 (in billions of US$):
Unsatisfied performance obligations related to | 2025 | 2024 |
|---|---|---|
Construction contracts including finance leases | 4.3 | 7.0 |
Operating contracts | 15.8 | 15.4 |
Total | 20.1 | 22.4 |
The unsatisfied performance obligations for the committed construction contracts mostly relate to two major construction FPSO contracts and one FSO. Revenue related to these construction contracts is expected to be recognized over the coming three years in line with the construction progress on these projects.
The unsatisfied performance obligations for the operating contracts relate to (i) the Company\u2019s vessels leased to clients where the Company is the operator (both operating and finance lease contracts) and (ii) three operating contracts for operating services on a vessel that is owned by the client. The operating contracts end between 2026 and 2050. The Company will recognize the unsatisfied performance obligation over this period in line with the work performed.
With regard to future demobilization performance obligations, the Company will be compensated by clients through existing contractual arrangements during the decommissioning period either based on a specific day-rate or based on agreed scope of work and associated costs incurred. The total amount expected to be received depends on the expected duration of decommissioning and the agreed scope of work.
The Company can agree on various payment arrangements which generally reflect the progress of delivered performance obligations. However, if the Company\u2019s 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$2 million in 2025 (2024: US$28 million) originating from performance obligations satisfied in previous periods.
Lease revenue recognized for leases where the Company is the lessor, for both operating and finance leases, relates to fixed and variable lease payments. Most of the Company\u2019s revenue from lease contracts is based on fixed day-rates. To the extent that lease payments are dependent on an index or a rate, changes are excluded from the measurement of the lease receivable. The impact related to a change in index or a rate is recognized in the consolidated income statement from the date the change occurs.
The table below sets out the contract balances for the years 2025 and 2024:
| \u00a0 | Notes | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Current contract liability | 343 | 31 | |
Non-current contract liability | 30 | 28 | |
Total contract liabilities | \u00a0 | 373 | 59 |
Current contract assets | \u00a0 | 946 | 6,809 |
Total contract assets | \u00a0 | 946 | 6,809 |
The contract asset balance decreased to US$946 million at December 31, 2025, compared with US$6,809 million at December 31, 2024. This is related to (i) the finalization of the construction of FPSOs Almirante Tamandar\u00e9, Alexandre de Gusm\u00e3o and ONE GUYANA during the period, as the contract assets related to these units were reclassified to finance lease receivables (refer to note 4.3.15 Finance Lease Receivables) and (ii) the progress on projects under construction transferred to contract liability during the period partially offset by (iii) the progress made during the period on the construction of FPSO Jaguar and FSO Chalchi.
Regarding information about expected credit losses recognized for contract assets, refer to note 4.3.27 Financial Instruments \u2013 Fair Values and Risk Management.
The contract liabilities balance has increased to US$373 million at December 31, 2025, compared with US$59 million at December 31, 2024. This relates to contracts for which the total installments invoiced exceed the revenue recognized over time, mostly arising from the projects under construction. Contract liabilities are reported in trade and other payables (refer to note 4.3.25 Trade and Other Payables).
Non-current contract liabilities totaled US$30 million as at December 31, 2025 (December 31, 2024: US$28 million), and mostly relate to future demobilization performance obligations associated with expected demobilization costs in finance lease contracts.
The Company recognized revenue of US$23 million during the period which was included in the contract liabilities as per December 31, 2024.
The Company\u2019s 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 42% of the Company\u2019s 2025 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. around 98%) over time.
The Company\u2019s policy regarding revenue recognition is described in further detail in note 4.2.7 B. Critical Accounting Policies \u2212 (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\u2019s construction contracts can last for several years, depending on the type of product, scope and complexity of the project, while the Company\u2019s 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, 2025. 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\u2019s Lease and Operate contracts. The net amount of performance-related payments for 2025 increased to US$127 million (2024: US$22 million). This increase is mostly related to the prior year temporary shutdown of three units.
The following table presents the unsatisfied performance obligations as at December 31, 2025 (in billions of US$):
Unsatisfied performance obligations related to | 2025 | 2024 |
|---|---|---|
Construction contracts including finance leases | 4.3 | 7.0 |
Operating contracts | 15.8 | 15.4 |
Total | 20.1 | 22.4 |
The unsatisfied performance obligations for the committed construction contracts mostly relate to two major construction FPSO contracts and one FSO. Revenue related to these construction contracts is expected to be recognized over the coming three years in line with the construction progress on these projects.
The unsatisfied performance obligations for the operating contracts relate to (i) the Company\u2019s vessels leased to clients where the Company is the operator (both operating and finance lease contracts) and (ii) three operating contracts for operating services on a vessel that is owned by the client. The operating contracts end between 2026 and 2050. The Company will recognize the unsatisfied performance obligation over this period in line with the work performed.
With regard to future demobilization performance obligations, the Company will be compensated by clients through existing contractual arrangements during the decommissioning period either based on a specific day-rate or based on agreed scope of work and associated costs incurred. The total amount expected to be received depends on the expected duration of decommissioning and the agreed scope of work.
The Company can agree on various payment arrangements which generally reflect the progress of delivered performance obligations. However, if the Company\u2019s 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$2 million in 2025 (2024: US$28 million) originating from performance obligations satisfied in previous periods.
Lease revenue recognized for leases where the Company is the lessor, for both operating and finance leases, relates to fixed and variable lease payments. Most of the Company\u2019s revenue from lease contracts is based on fixed day-rates. To the extent that lease payments are dependent on an index or a rate, changes are excluded from the measurement of the lease receivable. The impact related to a change in index or a rate is recognized in the consolidated income statement from the date the change occurs.
The table below sets out the contract balances for the years 2025 and 2024:
| \u00a0 | Notes | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Current contract liability | 343 | 31 | |
Non-current contract liability | 30 | 28 | |
Total contract liabilities | \u00a0 | 373 | 59 |
Current contract assets | \u00a0 | 946 | 6,809 |
Total contract assets | \u00a0 | 946 | 6,809 |
The contract asset balance decreased to US$946 million at December 31, 2025, compared with US$6,809 million at December 31, 2024. This is related to (i) the finalization of the construction of FPSOs Almirante Tamandar\u00e9, Alexandre de Gusm\u00e3o and ONE GUYANA during the period, as the contract assets related to these units were reclassified to finance lease receivables (refer to note 4.3.15 Finance Lease Receivables) and (ii) the progress on projects under construction transferred to contract liability during the period partially offset by (iii) the progress made during the period on the construction of FPSO Jaguar and FSO Chalchi.
Regarding information about expected credit losses recognized for contract assets, refer to note 4.3.27 Financial Instruments \u2013 Fair Values and Risk Management.
The contract liabilities balance has increased to US$373 million at December 31, 2025, compared with US$59 million at December 31, 2024. This relates to contracts for which the total installments invoiced exceed the revenue recognized over time, mostly arising from the projects under construction. Contract liabilities are reported in trade and other payables (refer to note 4.3.25 Trade and Other Payables).
Non-current contract liabilities totaled US$30 million as at December 31, 2025 (December 31, 2024: US$28 million), and mostly relate to future demobilization performance obligations associated with expected demobilization costs in finance lease contracts.
The Company recognized revenue of US$23 million during the period which was included in the contract liabilities as per December 31, 2024.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Gains from sale of financial participations and property, plant and equipment | \u00a0 | 28 | 32 |
Other operating income | \u00a0 | 20 | 2 |
Total other operating income | \u00a0 | 48 | 34 |
Other operating expenses | \u00a0 | (25) | (5) |
Total other operating expense | \u00a0 | (25) | (5) |
Total | \u00a0 | 23 | 29 |
In 2025, total other operating income and expense is mainly driven by:
The US$28 million net gain arising from the Thunder Hawk sale completed during the period and associated derecognition of the demobilization receivable and demobilization provision;
The partial release of a reimbursable grant, considering the Company's reassessment in 2025 indicating that the applicable metrics that trigger the repayment of the grant will no longer be fully met; and
The full divestment of the lease and operating entities of the FPSO Aseng to GEPetrol completed in December 2025 with a loss of US$(20) million included in the line \u2019Other operating expenses\u2019.
For clarification, the completion of the Share Purchase Agreements with MISC Berhad during the first half-year of 2025 had no impact on \u2019Other operating income/(expense)\u2019 in the period. The acquisition of the interests in the entities related to FPSO Espirito Santo was accounted for directly in equity as a transaction with a non-controlling interest while the full divestment of the lease and operating entities of FPSO Kikeh had a nil impact on the EBITDA.
For comparison, in 2024 total other operating income and expense included a net gain in a total of US$32 million arising from the acquisition of interests held by Sonangol, related to FPSOs N\u2019Goma, Saxi Batuque and Mondo, and from the divestment in the parent company of the Paenal shipyard in Angola.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Gains from sale of financial participations and property, plant and equipment | \u00a0 | 28 | 32 |
Other operating income | \u00a0 | 20 | 2 |
Total other operating income | \u00a0 | 48 | 34 |
Other operating expenses | \u00a0 | (25) | (5) |
Total other operating expense | \u00a0 | (25) | (5) |
Total | \u00a0 | 23 | 29 |
In 2025, total other operating income and expense is mainly driven by:
The US$28 million net gain arising from the Thunder Hawk sale completed during the period and associated derecognition of the demobilization receivable and demobilization provision;
The partial release of a reimbursable grant, considering the Company's reassessment in 2025 indicating that the applicable metrics that trigger the repayment of the grant will no longer be fully met; and
The full divestment of the lease and operating entities of the FPSO Aseng to GEPetrol completed in December 2025 with a loss of US$(20) million included in the line \u2019Other operating expenses\u2019.
For clarification, the completion of the Share Purchase Agreements with MISC Berhad during the first half-year of 2025 had no impact on \u2019Other operating income/(expense)\u2019 in the period. The acquisition of the interests in the entities related to FPSO Espirito Santo was accounted for directly in equity as a transaction with a non-controlling interest while the full divestment of the lease and operating entities of FPSO Kikeh had a nil impact on the EBITDA.
For comparison, in 2024 total other operating income and expense included a net gain in a total of US$32 million arising from the acquisition of interests held by Sonangol, related to FPSOs N\u2019Goma, Saxi Batuque and Mondo, and from the divestment in the parent company of the Paenal shipyard in Angola.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Gains from sale of financial participations and property, plant and equipment | \u00a0 | 28 | 32 |
Other operating income | \u00a0 | 20 | 2 |
Total other operating income | \u00a0 | 48 | 34 |
Other operating expenses | \u00a0 | (25) | (5) |
Total other operating expense | \u00a0 | (25) | (5) |
Total | \u00a0 | 23 | 29 |
In 2025, total other operating income and expense is mainly driven by:
The US$28 million net gain arising from the Thunder Hawk sale completed during the period and associated derecognition of the demobilization receivable and demobilization provision;
The partial release of a reimbursable grant, considering the Company's reassessment in 2025 indicating that the applicable metrics that trigger the repayment of the grant will no longer be fully met; and
The full divestment of the lease and operating entities of the FPSO Aseng to GEPetrol completed in December 2025 with a loss of US$(20) million included in the line \u2019Other operating expenses\u2019.
For clarification, the completion of the Share Purchase Agreements with MISC Berhad during the first half-year of 2025 had no impact on \u2019Other operating income/(expense)\u2019 in the period. The acquisition of the interests in the entities related to FPSO Espirito Santo was accounted for directly in equity as a transaction with a non-controlling interest while the full divestment of the lease and operating entities of FPSO Kikeh had a nil impact on the EBITDA.
For comparison, in 2024 total other operating income and expense included a net gain in a total of US$32 million arising from the acquisition of interests held by Sonangol, related to FPSOs N\u2019Goma, Saxi Batuque and Mondo, and from the divestment in the parent company of the Paenal shipyard in Angola.
The table below sets out expenses by nature for all items included in EBIT for the years 2025 and 2024:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Expenses on construction contracts | \u00a0 | (2,000) | (1,704) |
Employee benefit expenses | (1,074) | (995) | |
Vessels operating costs | \u00a0 | (697) | (770) |
Depreciation, amortization and impairment | \u00a0 | (51) | (113) |
Selling expenses | \u00a0 | (29) | (9) |
Other costs | \u00a0 | (300) | (300) |
Total expenses | \u00a0 | (4,151) | (3,890) |
\u2019Expenses on construction contracts\u2019 increased compared with prior year, as a result of higher expenditure in the projects for FPSO GranMorgu, FPSO Jaguar and FSO Chalchi, partially offset by the lower progress on FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA, as those projects approached completion during the period.
\u2019Employee benefit expenses\u2019 increased due to higher work-hour-related activities in Turnkey projects and the ramp-up of operations with 3 vessels joining the fleet in 2025.
\u2019Vessel operating costs\u2019 decreased mainly as a result of prior year non-recurring increases in the scope of work in several vessels and the end of FPSO Serpentina operations in 2024, partially offset by the start of production of FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA .
\u2019Depreciation, amortization and impairment\u2019 decreased compared with the prior year, mostly due to (i) FPSO Cidade de Anchieta having a lower depreciable base as a result of the impairment recognized in the last quarter of 2024, (ii) the impairment of funding loans provided to equity-accounted entities which was recognized in the previous year and (iii) the release of the accumulated impairment on the demobilization receivable for Thunder Hawk as a result of the sale of the asset completed during the period, partially offset by (iv) the start of amortization of the Company\u2019s new global ERP system following its first phase successful deployment mid-2025.
Selling expenses increased due to additional commercial activities for the FPSO market.
Expenses related to short-term leases and leases of low-value assets amounted to US$9 million (2024: US$5 million).
The table below sets out expenses by nature for all items included in EBIT for the years 2025 and 2024:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Expenses on construction contracts | \u00a0 | (2,000) | (1,704) |
Employee benefit expenses | (1,074) | (995) | |
Vessels operating costs | \u00a0 | (697) | (770) |
Depreciation, amortization and impairment | \u00a0 | (51) | (113) |
Selling expenses | \u00a0 | (29) | (9) |
Other costs | \u00a0 | (300) | (300) |
Total expenses | \u00a0 | (4,151) | (3,890) |
\u2019Expenses on construction contracts\u2019 increased compared with prior year, as a result of higher expenditure in the projects for FPSO GranMorgu, FPSO Jaguar and FSO Chalchi, partially offset by the lower progress on FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA, as those projects approached completion during the period.
\u2019Employee benefit expenses\u2019 increased due to higher work-hour-related activities in Turnkey projects and the ramp-up of operations with 3 vessels joining the fleet in 2025.
\u2019Vessel operating costs\u2019 decreased mainly as a result of prior year non-recurring increases in the scope of work in several vessels and the end of FPSO Serpentina operations in 2024, partially offset by the start of production of FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA .
\u2019Depreciation, amortization and impairment\u2019 decreased compared with the prior year, mostly due to (i) FPSO Cidade de Anchieta having a lower depreciable base as a result of the impairment recognized in the last quarter of 2024, (ii) the impairment of funding loans provided to equity-accounted entities which was recognized in the previous year and (iii) the release of the accumulated impairment on the demobilization receivable for Thunder Hawk as a result of the sale of the asset completed during the period, partially offset by (iv) the start of amortization of the Company\u2019s new global ERP system following its first phase successful deployment mid-2025.
Selling expenses increased due to additional commercial activities for the FPSO market.
Expenses related to short-term leases and leases of low-value assets amounted to US$9 million (2024: US$5 million).
The table below sets out expenses by nature for all items included in EBIT for the years 2025 and 2024:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Expenses on construction contracts | \u00a0 | (2,000) | (1,704) |
Employee benefit expenses | (1,074) | (995) | |
Vessels operating costs | \u00a0 | (697) | (770) |
Depreciation, amortization and impairment | \u00a0 | (51) | (113) |
Selling expenses | \u00a0 | (29) | (9) |
Other costs | \u00a0 | (300) | (300) |
Total expenses | \u00a0 | (4,151) | (3,890) |
\u2019Expenses on construction contracts\u2019 increased compared with prior year, as a result of higher expenditure in the projects for FPSO GranMorgu, FPSO Jaguar and FSO Chalchi, partially offset by the lower progress on FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA, as those projects approached completion during the period.
\u2019Employee benefit expenses\u2019 increased due to higher work-hour-related activities in Turnkey projects and the ramp-up of operations with 3 vessels joining the fleet in 2025.
\u2019Vessel operating costs\u2019 decreased mainly as a result of prior year non-recurring increases in the scope of work in several vessels and the end of FPSO Serpentina operations in 2024, partially offset by the start of production of FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA .
\u2019Depreciation, amortization and impairment\u2019 decreased compared with the prior year, mostly due to (i) FPSO Cidade de Anchieta having a lower depreciable base as a result of the impairment recognized in the last quarter of 2024, (ii) the impairment of funding loans provided to equity-accounted entities which was recognized in the previous year and (iii) the release of the accumulated impairment on the demobilization receivable for Thunder Hawk as a result of the sale of the asset completed during the period, partially offset by (iv) the start of amortization of the Company\u2019s new global ERP system following its first phase successful deployment mid-2025.
Selling expenses increased due to additional commercial activities for the FPSO market.
Expenses related to short-term leases and leases of low-value assets amounted to US$9 million (2024: US$5 million).
The table below sets out expenses by nature for all items included in EBIT for the years 2025 and 2024:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Expenses on construction contracts | \u00a0 | (2,000) | (1,704) |
Employee benefit expenses | (1,074) | (995) | |
Vessels operating costs | \u00a0 | (697) | (770) |
Depreciation, amortization and impairment | \u00a0 | (51) | (113) |
Selling expenses | \u00a0 | (29) | (9) |
Other costs | \u00a0 | (300) | (300) |
Total expenses | \u00a0 | (4,151) | (3,890) |
\u2019Depreciation, amortization and impairment\u2019 decreased compared with the prior year, mostly due to (i) FPSO Cidade de Anchieta having a lower depreciable base as a result of the impairment recognized in the last quarter of 2024, (ii) the impairment of funding loans provided to equity-accounted entities which was recognized in the previous year and (iii) the release of the accumulated impairment on the demobilization receivable for Thunder Hawk as a result of the sale of the asset completed during the period, partially offset by (iv) the start of amortization of the Company\u2019s new global ERP system following its first phase successful deployment mid-2025.
Selling expenses increased due to additional commercial activities for the FPSO market.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "p-blocktag-i13560": { "value": "Expenses related to short-term leases and leases of low-value assets amounted to US$9 million (2024: US$5 million).
As of December 31, 2025, the Company leases buildings and cars. The movement of the right-of-use assets during the year 2025 is summarized as follows:
| \u00a0 | Buildings | Other fixed assets | Total |
|---|---|---|---|
Book value at 1 January | 80 | 2 | 82 |
Additions | 24 | 1 | 25 |
Disposals | (0) | (0) | (0) |
Depreciation | (16) | (1) | (17) |
(Impairment)/impairment reversal | - | - | - |
Foreign currency variations | 8 | 0 | 8 |
Other movements | 0 | 0 | 0 |
Total movements | 17 | (0) | 16 |
Cost | 139 | 5 | 144 |
Accumulated depreciation and impairment | (43) | (3) | (46) |
Book value at 31 December | 96 | 2 | 98 |
| \u00a0 | Buildings | Other fixed assets | Total |
|---|---|---|---|
Book value at 1 January | 75 | 2 | 77 |
Additions | 32 | 1 | 33 |
Disposals | (7) | - | (7) |
Depreciation | (15) | (1) | (16) |
(Impairment)/impairment reversal | - | - | - |
Foreign currency variations | (5) | (0) | (5) |
Other movements | (1) | (0) | (1) |
Total movements | 4 | 1 | 6 |
Cost | 116 | 5 | 121 |
Accumulated depreciation and impairment | (36) | (3) | (39) |
Book value at 31 December | 80 | 2 | 82 |
During the year 2025, the main movements regarding right-of-use assets relate to US$25 million of capitalization of lease extensions and new lease office contracts, mainly arising from the new lease agreement for office spaces in India beginning in September 2025 and new apartment lease agreements in Guyana, partially offset by US$17 million of depreciation charges. Additions to right-of-use assets led to a similar increase in lease liabilities (refer to note 4.3.23 Borrowings and Lease Liabilities).
Significant contracts under buildings relate to the lease of offices. The remaining contract periods of the Company\u2019s office rentals vary between one and fourteen years and most of the contracts include extension options between three and twelve years. The extension options have been considered in the measurement of lease liabilities when the Company is reasonably certain to exercise these options. The lease agreements do not impose any covenants.
The category \u2019Vessels and floating equipment\u2019 mainly relates to facilities leased to third parties under operating lease agreements which terminate in 2031. Leased facilities included in \u2019Vessels and floating equipment\u2019 amount to:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Cost | \u00a0 | 690 | 1,215 |
Accumulated depreciation and impairment | \u00a0 | (605) | (1,140) |
Book value at 31 December | \u00a0 | 85 | 74 |
As of December 31, 2025, \u2019Leased facilities\u2019 consists of FPSO Cidade de Anchieta. The book value of the leased facilities included in vessels and floating equipment has increased by US$11 million, mainly due to capitalized major overhaul costs related to repair works performed on this vessel partially offset by depreciation for the period.
On December, 2025, the Company completed the sale of semi-submersible production facility Thunder Hawk following the client exercising a purchase option with reference to the vessel's operating lease term date. At the date of the sale, the asset was fully depreciated.
The nominal values of the future expected bareboat receipts (undiscounted lease payments) in respect of the remaining operating lease contracts are:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Within 1 year | \u00a0 | 94 | 101 |
2 years | \u00a0 | 94 | 93 |
3 years | \u00a0 | 94 | 93 |
4 years | \u00a0 | 94 | 93 |
5 years | \u00a0 | 94 | 93 |
After 5 years | \u00a0 | 63 | 156 |
Total | \u00a0 | 533 | 629 |
Extension options have not been included in the above table.
The reconciliation between the total gross investment in the lease and the net investment in the lease at the statement of financial position date is as follows:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Gross receivable | \u00a0 | 22,154 | 10,913 |
Less: unearned finance income | \u00a0 | (9,030) | (4,255) |
Total | \u00a0 | 13,124 | 6,658 |
Of which | \u00a0 | \u00a0 | \u00a0 |
Current portion | \u00a0 | 2,936 | 516 |
Non-current portion | \u00a0 | 10,188 | 6,142 |
As of December 31, 2025, finance lease receivables relate to the finance lease of:
FPSO ONE GUYANA, which started production in August 2025, for an initial charter period of 2 years, and which was purchased by the client in February 2026;
FPSO Alexandre de Gusm\u00e3o, which started production in May 2025, for a charter of 22.5 years;
FPSO Almirante Tamandar\u00e9, which started production in February 2025, for a charter of 26.25 years;
FPSO Sepetiba, which started production in January 2024, for a charter of 22.5 years;
FPSO Cidade de Saquarema, which started production in July 2016, for a charter of 20 years;
FPSO Cidade de Marica, which started production in February 2016, for a charter of 20 years;
FPSO Cidade de Ilhabela, which started production in November 2014, for a charter of 20 years;
N\u2019Goma FPSO, which started production in November 2014, for a charter of 12 years;
FPSO Cidade de Paraty, which started production in June 2013, for a charter of 20 years;
FPSO Espirito Santo, which started production in January 2009, for an initial charter of 15 years until December 2023, and which was extended in December 2020 until December 2028;
FPSO Saxi Batuque, which started production in July 2008, for an initial charter of 15 years until June 2023, and which was extended in December 2025 until June 2032; and
FPSO Mondo, which started production in January 2008, for an initial charter of 14 years until December 2022, and which was extended in December 2025 until December 2032.
The increase in finance lease receivables is driven by (i) FPSO Almirante Tamandar\u00e9, which started production in February 2025, (ii) FPSO Alexandre de Gusm\u00e3o, which started production in May 2025, and (iii) FPSO ONE GUYANA, which started production in August 2025, partially offset by (iv) redemptions as per the payment schedules and (v) the derecognition of FPSO Aseng finance lease receivable following the Share Purchase Agreement for the full divestment of the Company\u2019s equity interest in the lease and operating entities of the FPSO Aseng to GEPetrol (refer to note 4.3.30 Information on Non-controlling Interests).
In relation to FPSO ONE GUYANA, in November 2025, the Company announced that the client was contemplating the exercise of its contractual purchase option to acquire the vessel in early 2026, ahead of the end of the maximum lease term in August 2027. The early sale was completed in February 2026. The expected exercise of the purchase option led to the remeasurement of the finance lease receivable at year-end with a very limited impact in the carrying amount and in the consolidated income statement in 2025 and with presentation of the remeasured carrying amount in full as a current asset.
In relation to FPSOs Mondo and Saxi Batuque, in December 2025, the Company announced it had signed a contract extension with the client related to the lease and operation of the vessels. The extension secures ownership and operations by the Company until 2032. As a result of the revised terms, the lease contracts remain classified as finance leases with the extensions having a very limited impact in their carrying amount and the consolidated income statement in 2025.
Included in the gross receivable is an amount related to unguaranteed residual values (i.e. scrap value of units). The total amount of unguaranteed residual values at the end of the lease term amounts to US$128 million as of December 31, 2025 (2024: US$83 million). This increase is mainly due to (i) the addition of FPSOs Almirante Tamandar\u00e9 and Alexandre de Gusm\u00e3o partially offset by (ii) the sale of FPSO Aseng and (iii) the lease extensions for FPSOs Mondo and Saxi Batuque. The 2025 reassessment of unguaranteed residual values resulted in no impact despite the slight increase in the scrap value of units, as previous impairment allowances arising from changes in scrap value were already released in 2024.
As per the contractual terms, gross receivables should be invoiced to the lessee within the following periods:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Less than 1 year | \u00a0 | 3,782 | 1,042 |
Between 1 and 2 years | \u00a0 | 1,276 | 1,035 |
Between 2 and 5 years | \u00a0 | 3,735 | 2,486 |
More than 5 years | \u00a0 | 13,361 | 6,350 |
Total Gross receivable | \u00a0 | 22,154 | 10,913 |
The increase of the gross finance lease receivable is mainly explained by (i) FPSO Almirante Tamandar\u00e9, which started production in February, (ii) FPSO Alexandre de Gusm\u00e3o, which started production in May, and (iii) FPSO ONE GUYANA, which started production in August, partially offset by (iv) redemptions as per the payment schedules and (v) the derecognition of the FPSO Aseng finance lease receivable following the Share Purchase Agreement for the full divestment of the Company\u2019s equity interest in the FPSO Aseng lease and operating entities to GEPetrol.
The following part of the net investment in the lease is included as part of the current assets within the statement of financial position:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Gross receivable | \u00a0 | 3,782 | 1,042 |
Less: unearned finance income | \u00a0 | (846) | (527) |
Current portion of finance lease receivable | \u00a0 | 2,936 | 516 |
The increase in the current portion of the finance lease receivable reflects the early sale of FPSO ONE GUYANA completed on February 4, 2026, ahead of the end of the maximum lease term in August 2027, which resulted in the reclassification of the associated finance lease in full as current at the end of 2025.
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 financial collateral as security.
The finance lease contract of N\u2019Goma FPSO, where the Company is the lessor, includes call options for the client to purchase the underlying asset or to terminate the contract earlier.
If the client had exercised the purchase option for N'Goma FPSO as of December 31, 2025, this would have resulted in a gain for the Company. The exercise of the early termination option, under which the Company would retain the vessel, would have resulted in a gain for the Company.
Following the extension of the finance lease contracts of FPSOs Mondo and Saxi Batuque in December 2025, the two vessels also include call options for the client to purchase the underlying asset or to terminate the contract earlier. No such options were yet applicable in December 2025.
The finance lease contract of FPSO Espirito Santo includes an option for the client to terminate the contract earlier 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, 2025.
The finance lease contract of FPSO ONE GUYANA contains options for the client to purchase the underlying asset or terminate the contract early. As detailed above, in 2025 the finance lease receivable was remeasured based on the expected exercise of the purchase option by the client, with very limited impact in the consolidated income statement. The sale was completed in February 2026.
The finance lease contract of FSO Chalchi (under construction as per December 31, 2025) contains 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 line item \u2019Borrowings and lease liabilities\u2019 in the consolidated statement of financial position is further detailed as follows:\u00a0
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Borrowings | \u00a0 | 6,488 | 7,632 |
Lease liabilities | \u00a0 | 98 | 82 |
Total Non-current portion of Borrowings and lease liabilities | \u00a0 | 6,587 | 7,714 |
Borrowings | \u00a0 | 2,551 | 1,218 |
Lease liabilities | \u00a0 | 17 | 11 |
Total Current portion of Borrowings and lease liabilities | \u00a0 | 2,568 | 1,229 |
\u00a0
The movement in interest bearing borrowings is as follows:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Non-current portion | \u00a0 | 7,632 | 8,112 |
Add: current portion | \u00a0 | 1,218 | 1,093 |
Remaining principal at 1 January | \u00a0 | 8,850 | 9,206 |
Additions | \u00a0 | 1,762 | 2,438 |
Redemptions | \u00a0 | (1,610) | (2,988) |
Transaction and amortized costs | \u00a0 | 74 | 38 |
Other movements | \u00a0 | (36) | 155 |
Total movements | \u00a0 | 189 | (356) |
Remaining principal at 31 December | \u00a0 | 9,039 | 8,850 |
Less: Current portion | \u00a0 | (2,551) | (1,218) |
Non-current portion | \u00a0 | 6,488 | 7,632 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Transaction and amortized costs | \u00a0 | 360 | 434 |
Remaining principal at 31 December (excluding transaction and amortized costs) | \u00a0 | 9,399 | 9,284 |
Less: Current portion | \u00a0 | (2,609) | (1,277) |
Non-current portion | \u00a0 | 6,790 | 8,007 |
The additions in borrowings of US$1,762 million mainly relate to (i) drawdowns on project finance facilities for FPSO ONE GUYANA and FPSO Alexandre de Gusm\u00e3o, (ii) drawdown on construction financing for FPSO Jaguar, (iii) full drawdown of the sale and leaseback financing agreement for FPSO Cidade de Paraty and (iv) drawdowns on the new RCF agreement and on the Company\u2019s SCF.
As announced on April 9, 2025, the Company has signed a non-recourse sale and leaseback financing agreement for FPSO Cidade de Paraty for the total amount of US$400 million and with a tenor of 8 years. The facility has been fully drawn as of April 24, 2025.
The redemptions are mostly related to (i) the non-recourse debt repayment schedules, (ii) the full repayment of the MPF facility, (iii) the repayment of the existing RCF agreement, (iv) the full repayment of the US private placement notes in relation to FPSO Cidade de Anchieta and (v) repayments on the Company\u2019s SCF.
On June 17, 2025, the Company repaid in full the US private placement notes in relation to FPSO Cidade de Anchieta for a total amount of US$101 million. The repayment was done in anticipation as the initial maturity date was on September 15, 2027.
For further disclosures about fair value measurement, the Company refers to note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
The Company has no \u2019off-balance sheet\u2019 financing through special purpose entities. All long-term debt is included in the consolidated statement of financial position.
The borrowings, excluding the amount of transactions and amortized costs, have the following forecast repayment schedule:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Within one year | \u00a0 | 2,609 | 1,277 |
Between 1 and 2 years | \u00a0 | 1,664 | 754 |
Between 2 and 5 years | \u00a0 | 1,695 | 3,744 |
More than 5 years | \u00a0 | 3,431 | 3,509 |
Balance at 31 December | \u00a0 | 9,399 | 9,284 |
The increase in the current portion of the borrowings reflects the early sale of FPSO ONE GUYANA completed on February 4, 2026, ahead of the end of the maximum lease term in August 2027, which triggered the full repayment of the associated loan at the date of sale.
The borrowings by entity are as follows:
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | Net book value at 31 December 2025 | Net book value at 31 December 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
Entity name | Project name or nature of loan | % Ownership | % Interest1 | Maturity | Non-current | Current | Total | Non-current | Current | Total |
Project Finance facilities drawn | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
SBM Baleia Azul S.\u00e0.r.l. | FPSO Cidade de Anchieta | 100.00 | 5.50% | 15-sep-272 | - | - | - | 78 | 44 | 122 |
Alfa Lula Alto S.\u00e0.r.l. | FPSO Cidade de Maric\u00e1 | 61.00 | 5.60% | 17-Dec-29 | 267 | 143 | 409 | 409 | 135 | 544 |
Beta Lula Central S.\u00e0.r.l. | FPSO Cidade de Saquarema | 61.00 | 4.20% | 15-Jun-30 | 477 | 120 | 597 | 598 | 114 | 712 |
Sonasing Xikomba Limited | N\u2019Goma FPSO | 60.00 | 4.05% | 15-May-26 | - | 40 | 40 | 40 | 77 | 117 |
Mero 2 Owning B.V. | FPSO Sepetiba | 51.00 | 4.15% | 15-Mar-38 | 1,152 | 99 | 1,251 | 1,251 | 90 | 1,341 |
Tamandare Owning B.V. | FPSO Almirante Tamandar\u00e9 | 55.00 | 6.30% | 15-Dec-38 | 1,348 | 76 | 1,424 | 1,407 | 90 | 1,497 |
Mero 4 Owning B.V. | FPSO Alexandre de Gusm\u00e3o | 55.00 | 6.80% | 15-May-39 | 1,383 | 91 | 1,474 | 1,210 | 5 | 1,215 |
GY-DW-UK-IV Limited | FPSO ONE GUYANA | 100.00 | SOFR + 2.20% | 31-Jul-27 | - | 1,7393 | 1,739 | 1,473 | 0 | 1,473 |
Senior secured notes | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
Guara Norte S.\u00e0.r.l. | FPSO Cidade de Ilhabela | 75.00 | 5.20% | 15-Jun-34 | 565 | 55 | 620 | 620 | 52 | 672 |
Guaranteed project finance facilities drawn | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
SBM SWISS WT SA | FPSO Jaguar | 100.00 | SOFR + 2.50% | 30-Apr-27 | 990 | (10) | 980 | 461 | (3) | 458 |
Revolving credit facility | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
SBM Holding Inc. S.A. | Corporate Facility | 100.00 | Variable | 15-Apr-30 | (3) | 99 | 96 | (0) | 500 | 500 |
SBM Holding Inc. S.A. | Fast4Ward\u00ae hull financing | 100.00 | SOFR + 2.1% | 24-Apr-25 | - | - | - | (0) | 89 | 89 |
Other | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
Guara Norte Swiss Holding SA | FPSO Cidade de Ilhabela | 100.00 | 7.47% | 30-Jan-26 | - | 50 | 50 | 50 | 25 | 75 |
Tupi Nordeste S.\u00e0.r.l. | FPSO Cidade de Paraty | 63.13 | 7.00% | 15-Mar-33 | 309 | 49 | 358 | - | - | - |
Brazilian Deepwater Production B.V. | FPSO Espirito Santo | 100.00 | SOFR + 1.05% | 31-Jan-292 | - | - | - | 27 | - | 27 |
Brazilian Deepwater Production Contractors Ltd. | FPSO Espirito Santo | 100.00 | 3.00% | 31-Dec-282 | - | - | - | 9 | - | 9 |
Other | \u00a0 | 100.00 | \u00a0 | \u00a0 | - | - | - | 0 | - | 0 |
Net book value of loans and borrowings | 6,488 | 2,551 | 9,039 | 7,632 | 1,218 | 8,850 |
For the project finance facilities, the operational vessels are mortgaged to the banks or to note holders.
The Company has available facilities resulting from the undrawn portions of (i) the Company\u2018s RCF, (ii) FPSO Jaguar project facility and (iii) short-term uncommitted credit lines and SCF.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Expiring within one year | \u00a0 | 534 | 892 |
Expiring beyond one year | \u00a0 | 1,505 | 1,520 |
Total | \u00a0 | 2,039 | 2,412 |
The Company has available short-term credit lines and borrowing facilities resulting from the undrawn part of the RCF.
As announced on April 10, 2025, the Company has signed a US$1.1 billion unsecured RCF with a group of 13 international banks to refinance its existing US$1.0 billion RCF, which was due to expire in February 2026. The new RCF has a tenor of five years and two one-year extension options as well as an uncommitted option to increase the facility by up to US$500 million.
When needed, the RCF allows the Company to finance general corporate purposes and working capital needs during the construction of floating production solutions. Eligible green projects can be funded under a specific green tranche of US$100 million.
The pricing of the RCF is currently based on SOFR. The margin is adjusted in accordance with the applicable net leverage ratio, ranging from a minimum level of 0.70% p.a. (0.60% for the green tranche) to a maximum of 1.80% p.a. (1.70% for the green tranche). As of December 31, 2025, the Company has drawn US$100 million under the green tranche of RCF.
As announced on December 15, 2023, the Company secured a US$210 million revolving credit facility for the financing of the construction of Fast4Ward\u00ae Multi-Purpose Floater (MPF) hulls. The pricing was based on SOFR and a margin, which was 1.90% per annum for the first 12 months and thereafter 2.10% per annum. This revolving credit facility was fully repaid and cancelled in April 2025.
Starting April 2023, the Company secured short-term funds in the form of an uncommitted Supply Chain Financing (SCF) program to optimize working capital. The first SCF facility was signed in April 2023 for a notional amount of EUR50 million (or US$ equivalent). The interest is based on a reference rate, depending on the tenor and currency (such as Term SOFR for US$) of the individual utilizations. The margin is adjusted in accordance with the currency of the utilization, 0.85% p.a. for payables denominated in EUR and 0.95% p.a. in US$.
In 2024, the Company expanded its uncommitted SCF program to a total of US$260 million with margins ranging from 1.35% to 2.75%.
The Company has utilized the SCF facilities during the year with no outstanding balance as of December 31, 2025.
On June 17, 2025, the Company repaid in full the US private placement notes in relation to FPSO Cidade de Anchieta for a total amount of US$101 million. The repayment was done in anticipation as the initial maturity date was on September 15, 2027.
The following key financial covenants apply to the RCF, as agreed with the respective lenders on April 10, 2025, and, unless
stated otherwise, relate to the Company\u2019s consolidated financial statements:
Solvency: Consolidated IFRS Tangible Net Worth divided by Consolidated IFRS Tangible Assets must be > 25%, for which the calculation method in the new RCF remains the same as previously;
Interest Cover Ratio: Consolidated Directional Underlying EBITDA divided by Consolidated Directional Net Interest Payable must be > 4.0, save that the Company may request that such ratio is reduced to 3.00:1.00 for a tested Measurement Period up to two times during the term of this Facility (provided that such requests do not apply to any two consecutive tested measurement periods). The calculation method for this ratio in the new RCF remains the same as previously;
Backlog Cover Ratio (BCR): Consolidated Directional Backlog net present value (NPV) divided by the Consolidated Directional sum of outstanding principal amount of RCF loans and Other Borrowing Base Debt balance must be >1.50:1.00, which became a covenant in the new RCF, although the calculation method remains materially the same as previously.
For the purpose of covenants calculations, the following simplified definitions apply:
IFRS Tangible Net Worth: Total equity (including non-controlling interests) of the Company in accordance with IFRS, excluding the marked-to-market valuation of currency and interest derivatives undertaken for hedging purposes by the Company through other comprehensive income, dividends declared, value of intangible assets and deferred taxes.
Consolidated IFRS Tangible Assets: The Company\u2019s total assets (excluding intangible assets) in accordance with the IFRS consolidated statement of financial position less the marked-to-market valuation of currency and interest derivatives undertaken for hedging purposes by the Company through other comprehensive income.
Consolidated Directional Underlying EBITDA: Consolidated profit of the Company adjusted for net interest payable, tax and depreciation of assets and impairments, any exceptional or extraordinary items, and by adding back (i) the annualized production EBITDA for units that started operations during the financial year, and (ii) the acquisition annualized EBITDA for units acquired during the financial year.
Consolidated Directional Net Interest Payable: All interest and other financing charges paid up, payable (other than capitalized interest during a construction period and interest paid or payable between wholly owned members of the Company) or incurred by the Company, less all interest and other financing charges received or receivable by the Company, as per Directional reporting.
Consolidated Directional Backlog Net Present Value: the net present value of the future contracted net cash after debt and tax service of a defined portfolio of projects under construction and operational offshore units in lease or maintenance program during the relevant calculation period.
Other Borrowing Base Debt: sum of the total consolidated borrowings of the Company minus the principal amount of any loans outstanding and the principal amount of any financial indebtedness of the Company which is project debt.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
IFRS Tangible Net Worth | \u00a0 | 5,726 | 5,282 |
Consolidated IFRS Tangible Assets | \u00a0 | 17,536 | 16,551 |
Solvency ratio | \u00a0 | 32.7% | 31.9% |
Adjusted (Directional) EBITDA | \u00a0 | 1,973 | 1,847 |
Consolidated Directional Net Interest Payable | \u00a0 | 244 | 271 |
Interest cover ratio | \u00a0 | 8.1 | 6.8 |
Backlog cover ratio | \u00a0 | >1.5 | n.a.1 |
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 statements twice a year (as of 30 June and 31 December). None of the borrowings in the statement of financial position were in default as at the reporting date.
The lease liabilities mostly relate to the leasing of office buildings as of December 31, 2025.
The movement in the lease liabilities is as follows:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Principal recognized at 1 January | \u00a0 | 93 | 85 |
Additions | \u00a0 | 27 | 26 |
Redemptions | \u00a0 | (14) | (12) |
Foreign currency variations | \u00a0 | 10 | (6) |
Other | \u00a0 | 0 | 1 |
Total movements | \u00a0 | 22 | 9 |
Remaining principal at 31 December | \u00a0 | 115 | 93 |
Of which | \u00a0 | \u00a0 | \u00a0 |
Current portion | \u00a0 | 17 | 11 |
Non-current portion | \u00a0 | 98 | 82 |
The movements in lease liabilities over the period mainly related to an increase due to the lease extensions and new lease office contracts, mainly arising from the new lease agreement for office spaces in India beginning in September 2025 and new lease agreements on apartments in Guyana and foreign currency translations, partially offset by regular redemptions of the existing lease contracts.
The total cash outflow for leases in 2025 was US$17 million, which includes redemptions of principal and interest payments. Total interest paid for the period amounted to US$5 million.
Information with respect to employee benefits expenses are detailed as follows:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Wages and salaries | \u00a0 | (581) | (503) |
Social security costs | \u00a0 | (73) | (67) |
Contributions to defined contribution plans | \u00a0 | (47) | (40) |
Contributions to defined benefit plans | \u00a0 | (2) | (2) |
Share-based payment cost | \u00a0 | (32) | (30) |
Contractors' costs | \u00a0 | (195) | (212) |
Other employee benefits | \u00a0 | (143) | (140) |
Total employee benefits | (1,074) | (995) |
Wages and salaries increased due to the higher number of workers needed to support the operation of three new vessels, while maintaining the strong FPSO construction portfolio.
Contractors\u2019 costs include expenses related to contractor staff not on the Company\u2019s payroll, linked to the Company\u2019s strategy of aiming to maintain flexibility in its workforce management. Other employee benefits mainly include commuting, training, expatriate and other non-wage compensation costs.
Contributions to defined contribution plans in 2025 and 2024 include the Company\u2019s fixed contributions to country-specific employee pension plans during each year.
The Company\u2019s defined contribution plans also include the Company\u2019s participation in the Merchant Navy Officers Pension Fund (MNOPF), for which no contributions were made in 2025 or 2024. The MNOPF is a defined benefit multi-employer plan, which is closed to new members. The fund is managed by a corporate trustee, MNOPF Trustees Limited, and provides defined benefits for 20,659 (December 31, 2024: 21,281) Merchant Navy Officers and their dependents, out of whom 33 are former employees of the Company.
The trustee apportions its funding deficit between participating employers, based on the portions of the fund\u2019s 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\u2019 default. As there is only a notional allocation of assets and liabilities to any employer, the Company is accounting for the MNOPF in its financial statements as if it was a defined contribution scheme. There are no outstanding contributions to the plan agreed at present.
The employee benefits provisions recognized relate to:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Pension plan | \u00a0 | (1) | (0) |
Lump sums on retirement | \u00a0 | 9 | 8 |
Defined benefit plans | \u00a0 | 9 | 8 |
Long-service awards | \u00a0 | 17 | 14 |
Other long-term benefits | \u00a0 | 17 | 14 |
Employee benefits provisions | 25 | 22 |
The defined benefit plan provision is partially funded as follows:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||||
|---|---|---|---|---|---|---|
| \u00a0 | Pension plans | Lump sums on retirement | Total | Pension plans | Lump sums on retirement | Total |
Defined benefit obligation | 22 | 9 | 31 | 21 | 8 | 28 |
Fair value of plan assets | (23) | - | (23) | (21) | - | (21) |
Benefit (asset)/liability | (1) | 9 | 9 | (0) | 8 | 8 |
The main assumptions used in determining employee benefit obligations for the Company\u2019s plans are shown below:
in % | 2025 | 2024 |
|---|---|---|
Discount rate | 1.00 - 4.00 | 1.00 - 3.60 |
Inflation rate | 1.00 - 2.00 | 1.00 - 2.00 |
Discount rate of return on plan assets during financial year | 1.00 | 1.50 |
Future salary increases | 1.00 - 3.00 | 1.00 - 3.00 |
Future pension/awards increases | 0.00 - 2.00 | 0.00 - 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 remuneration of the key management personnel of the Company paid during the year, not including the Supervisory Board, including pension costs and performance-related Short-Term Incentives (STI), amounted to US$18 million (2024: US$16 million). There are no loans\u00a0outstanding or\u00a0guarantees\u00a0given\u00a0on\u00a0behalf\u00a0of\u00a0members of\u00a0the\u00a0key management.
The performance-related part of the remuneration of the Management Board, comprising Value Creation Stake and STI components, was 70% (2024: 70%). The Management Board\u2019s remuneration decreased in 2025 versus 2024, mainly explained by the decrease to two members in the overall year-on-year comparison.
The total remuneration and associated costs of the Management Board and \u2018Other key management personnel\u2018 (members of the Executive Leadership Team and the Executive Committee other than members of the Management Board) is specified as follows:
in thousands of US$ | Base salary | STI1 | Share-based compensation2 | Other3 | Pensions4 | Total remuneration |
|---|---|---|---|---|---|---|
Management Board Members | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
2025 | 1,553 | 1,895 | 3,322 | 305 | 388 | 7,463 |
2024 | 1,690 | 1,878 | 3,934 | 390 | 439 | 8,331 |
Other key personnel5 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
2025 | 3,958 | 1,163 | 3,628 | 1,490 | 593 | 10,832 |
2024 | 3,086 | 1,019 | 2,364 | 646 | 579 | 7,694 |
Total 2025 | 5,511 | 3,058 | 6,950 | 1,795 | 981 | 18,295 |
Total 2024 | 4,776 | 2,897 | 6,298 | 1,036 | 1,018 | 16,025 |
The table above represents the total remuneration in US dollars, being the reporting currency of the Company. The increase in remuneration of \u2019Other key personnel\u2019 compared with 2024 is mainly explained by the new structure of the Executive Committee implemented during the course of 2024.
As at December 31, 2025, there are no unvested shares of current (and former) Management Board members. The total number of vested shares held by current Management Board members is reported in note 4.3.22 Equity Attributable to Shareholders.
The Short-Term Incentive Program is based upon short-term operational performance, which includes three sets of performance indicators, as noted below:
Profitability;
Growth; and
Sustainability.
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 2025 or 2024.
For 2025 (equal to 2024), the Supervisory Board concluded that the Company\u2019s performance indicators had outcomes ranging from threshold to maximum. For the year 2025, a total of nine performance indicators were established (2024: nine). The Company\u2019s performance resulted in a performance of 137% (2024: 126%) of salary for the CEO and 102.8% (2024: 94.5%) for the CFO.
Under the Remuneration Policy 2022, the members of the Management Board are entitled to a Value Creation Stake, being a number of shares determined by a four-year average share price (volume-weighted). These shares vest immediately upon the award date, and must be retained for five years from the vesting date, or, in the event of retirement or termination, two years.
Number of issued shares | 2025 | 2024 |
|---|---|---|
Total | 171,098 | 284,264 |
The reduction in the number of shares granted is mainly explained by the decrease to two members in the overall year-on-year comparison.
The number of shares granted is based upon 175% of the individual\u2019s base salary and determined by the 4-year average volume-weighed share price (VWAP) over the years 2021 through 2024 (2024: 2020 through 2023), being EUR14.06 (2024: EUR13.85). The grant date fair value of these shares upon issue was EUR17.19, being the opening share price of January 2, 2025 (2024: EUR12.55).
The number of shares granted under the RSU plan in 2025 was 893,400 (2024: 847,350), with the three-year employment period starting on January 1, 2025 (2024: January 1, 2024).
The annual RSU award is based on an assessment of individual potential. The RSU plans themselves have no performance condition, only a service condition, and will vest at the end of three years\u2019 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.
| \u00a0 | 2025 | 2024 |
|---|---|---|
RSU grant date fair value per share | \u20ac\u00a014.63 | \u20ac\u00a012.44 |
For RSUs, a vesting probability (based on expectations on, for example, the number of employees not leaving the Company before the vesting date of their respective RSU plan) of 95% is assumed. The Company periodically reviews this estimate and aligns to the actual forfeitures.
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\u2019s 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 Ownership Shares program ceased by December 2025 and no further shares will be awarded under the program going forward.
The total number of Ownership Shares that vested during 2025 was 62,443 shares (2024: 92,115). The fair value of the Ownership Shares is measured at the opening share price of January 2, 2025.
| \u00a0 | 2025 | 2024 |
|---|---|---|
Ownership Shares grant date fair value per share | \u20ac\u00a017.19 | \u20ac\u00a012.55 |
Under the STI plans for the key management personnel 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:
| \u00a0 | 2025 | 2024 |
|---|---|---|
Matching shares grant date fair value per share | \u20ac\u00a014.96 | \u20ac\u00a012.72 |
The amounts recognized in operating profit for all share-based payment transactions have been summarized by taking into account both the provisional awards for the current year and the additional awards related to prior years. Total share-based compensation has increased in comparison with 2024.
2025 (in thousands of US$) | Performance shares and RSU/Value Creation Stake | Matching | Total |
|---|---|---|---|
Instruments granted | 15,920 | 7,291 | 23,211 |
Total expenses 2025 | 15,920 | 7,291 | 23,211 |
2024 (in thousands of US$) | Performance shares and RSU/Value Creation Stake | Matching | Total |
|---|---|---|---|
Instruments granted | 14,491 | 6,776 | 21,267 |
Total expenses 2024 | 14,491 | 6,776 | 21,267 |
Rules of conduct with regards to inside information are in place to ensure compliance with the Act on Financial Supervision. For example, these rules forbid the exercise of options or other financial instruments during certain periods, more specifically when an employee is in possession of price-sensitive information.
The movement in the outstanding number of shares which could potentially vest at a point in time under the Company share-based payment plans is illustrated in the following table.
in number of shares | 2025 | 2024 |
|---|---|---|
Outstanding at 1 January | 3,507,449 | 3,336,236 |
Granted | 1,444,243 | 1,687,801 |
Vested | (1,174,336) | (1,258,810) |
Cancelled or forfeited | (295,783) | (257,778) |
Total movements | (25,876) | 171,213 |
Outstanding at 31 December | 3,481,573 | 3,507,449 |
The remuneration of the Supervisory Board amounted to EUR595 thousand (2024: EUR580 thousand) and can be specified as follows:
| \u00a0 | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
in thousands of EUR | Basic remuneration | Committees | Total | Basic remuneration | Committees | Total |
Total | 514 | 81 | 595 | 500 | 80 | 580 |
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. Refer to 2.3.5 2025 Supervisory Board Remuneration for additional information.
| \u00a0 | 2025 | 2024 | ||
|---|---|---|---|---|
By operating segment: | Average | Year-end | Average | Year-end |
Lease and Operate | 3,553 | 3,650 | 3,061 | 3,455 |
Turnkey | 2,281 | 2,374 | 2,112 | 2,188 |
Other | 772 | 825 | 710 | 718 |
Total excluding employees working for JVs and associates | 6,605 | 6,849 | 5,883 | 6,361 |
Employees working for JVs and associates | 29 | 2 | 294 | 56 |
Total | 6,634 | 6,851 | 6,176 | 6,417 |
| \u00a0 | 2025 | 2024 | ||
|---|---|---|---|---|
By geographical area: | Average | Year-end | Average | Year-end |
the Netherlands | 576 | 621 | 513 | 530 |
Worldwide | 6,030 | 6,228 | 5,370 | 5,831 |
Total excluding employees working for JVs and associates | 6,605 | 6,849 | 5,883 | 6,361 |
Employees working for JVs and associates | 29 | 2 | 294 | 56 |
Total | 6,634 | 6,851 | 6,176 | 6,417 |
The figures exclude fleet personnel hired through crewing agencies as well as other agency and freelance staff for whom expenses are included within \u2019Other employee benefits\u2019.
The increase of headcount\u00a0at year end is primarily due to the strong FPSO construction portfolio, with good progress on FPSO Jaguar and FPSO GranMorgu, the production ramp-up on FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA in 2025, offset by the sale of FPSO Aseng in 2025.
The reduction in the average \u2019Employees working for JVs and associates\u2019 line\u00a0is explained by the sale of FPSO Kikeh at the end of 2024 and the change in consolidation method of FPSOs N\u2019Goma, Saxi Batuque and Mondo as local employees were transferred from the \u2019Employees working for JVs and associates\u2019 line to the \u2019Lease and Operate\u2019 line.
The remuneration of the key management personnel of the Company paid during the year, not including the Supervisory Board, including pension costs and performance-related Short-Term Incentives (STI), amounted to US$18 million (2024: US$16 million). There are no loans\u00a0outstanding or\u00a0guarantees\u00a0given\u00a0on\u00a0behalf\u00a0of\u00a0members of\u00a0the\u00a0key management.
The performance-related part of the remuneration of the Management Board, comprising Value Creation Stake and STI components, was 70% (2024: 70%). The Management Board\u2019s remuneration decreased in 2025 versus 2024, mainly explained by the decrease to two members in the overall year-on-year comparison.
The total remuneration and associated costs of the Management Board and \u2018Other key management personnel\u2018 (members of the Executive Leadership Team and the Executive Committee other than members of the Management Board) is specified as follows:
in thousands of US$ | Base salary | STI1 | Share-based compensation2 | Other3 | Pensions4 | Total remuneration |
|---|---|---|---|---|---|---|
Management Board Members | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
2025 | 1,553 | 1,895 | 3,322 | 305 | 388 | 7,463 |
2024 | 1,690 | 1,878 | 3,934 | 390 | 439 | 8,331 |
Other key personnel5 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
2025 | 3,958 | 1,163 | 3,628 | 1,490 | 593 | 10,832 |
2024 | 3,086 | 1,019 | 2,364 | 646 | 579 | 7,694 |
Total 2025 | 5,511 | 3,058 | 6,950 | 1,795 | 981 | 18,295 |
Total 2024 | 4,776 | 2,897 | 6,298 | 1,036 | 1,018 | 16,025 |
The table above represents the total remuneration in US dollars, being the reporting currency of the Company. The increase in remuneration of \u2019Other key personnel\u2019 compared with 2024 is mainly explained by the new structure of the Executive Committee implemented during the course of 2024.
As at December 31, 2025, there are no unvested shares of current (and former) Management Board members. The total number of vested shares held by current Management Board members is reported in note 4.3.22 Equity Attributable to Shareholders.
The remuneration of the Supervisory Board amounted to EUR595 thousand (2024: EUR580 thousand) and can be specified as follows:
| \u00a0 | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
in thousands of EUR | Basic remuneration | Committees | Total | Basic remuneration | Committees | Total |
Total | 514 | 81 | 595 | 500 | 80 | 580 |
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. Refer to 2.3.5 2025 Supervisory Board Remuneration for additional information.
Under the Remuneration Policy 2022, the members of the Management Board are entitled to a Value Creation Stake, being a number of shares determined by a four-year average share price (volume-weighted). These shares vest immediately upon the award date, and must be retained for five years from the vesting date, or, in the event of retirement or termination, two years.
Number of issued shares | 2025 | 2024 |
|---|---|---|
Total | 171,098 | 284,264 |
The reduction in the number of shares granted is mainly explained by the decrease to two members in the overall year-on-year comparison.
The number of shares granted is based upon 175% of the individual\u2019s base salary and determined by the 4-year average volume-weighed share price (VWAP) over the years 2021 through 2024 (2024: 2020 through 2023), being EUR14.06 (2024: EUR13.85). The grant date fair value of these shares upon issue was EUR17.19, being the opening share price of January 2, 2025 (2024: EUR12.55).
The number of shares granted under the RSU plan in 2025 was 893,400 (2024: 847,350), with the three-year employment period starting on January 1, 2025 (2024: January 1, 2024).
The annual RSU award is based on an assessment of individual potential. The RSU plans themselves have no performance condition, only a service condition, and will vest at the end of three years\u2019 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.
| \u00a0 | 2025 | 2024 |
|---|---|---|
RSU grant date fair value per share | \u20ac\u00a014.63 | \u20ac\u00a012.44 |
For RSUs, a vesting probability (based on expectations on, for example, the number of employees not leaving the Company before the vesting date of their respective RSU plan) of 95% is assumed. The Company periodically reviews this estimate and aligns to the actual forfeitures.
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\u2019s 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 Ownership Shares program ceased by December 2025 and no further shares will be awarded under the program going forward.
The total number of Ownership Shares that vested during 2025 was 62,443 shares (2024: 92,115). The fair value of the Ownership Shares is measured at the opening share price of January 2, 2025.
| \u00a0 | 2025 | 2024 |
|---|---|---|
Ownership Shares grant date fair value per share | \u20ac\u00a017.19 | \u20ac\u00a012.55 |
Under the STI plans for the key management personnel 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:
| \u00a0 | 2025 | 2024 |
|---|---|---|
Matching shares grant date fair value per share | \u20ac\u00a014.96 | \u20ac\u00a012.72 |
The amounts recognized in operating profit for all share-based payment transactions have been summarized by taking into account both the provisional awards for the current year and the additional awards related to prior years. Total share-based compensation has increased in comparison with 2024.
2025 (in thousands of US$) | Performance shares and RSU/Value Creation Stake | Matching | Total |
|---|---|---|---|
Instruments granted | 15,920 | 7,291 | 23,211 |
Total expenses 2025 | 15,920 | 7,291 | 23,211 |
2024 (in thousands of US$) | Performance shares and RSU/Value Creation Stake | Matching | Total |
|---|---|---|---|
Instruments granted | 14,491 | 6,776 | 21,267 |
Total expenses 2024 | 14,491 | 6,776 | 21,267 |
Rules of conduct with regards to inside information are in place to ensure compliance with the Act on Financial Supervision. For example, these rules forbid the exercise of options or other financial instruments during certain periods, more specifically when an employee is in possession of price-sensitive information.
The movement in the outstanding number of shares which could potentially vest at a point in time under the Company share-based payment plans is illustrated in the following table.
in number of shares | 2025 | 2024 |
|---|---|---|
Outstanding at 1 January | 3,507,449 | 3,336,236 |
Granted | 1,444,243 | 1,687,801 |
Vested | (1,174,336) | (1,258,810) |
Cancelled or forfeited | (295,783) | (257,778) |
Total movements | (25,876) | 171,213 |
Outstanding at 31 December | 3,481,573 | 3,507,449 |
| \u00a0 | 2025 | 2024 | ||
|---|---|---|---|---|
By operating segment: | Average | Year-end | Average | Year-end |
Lease and Operate | 3,553 | 3,650 | 3,061 | 3,455 |
Turnkey | 2,281 | 2,374 | 2,112 | 2,188 |
Other | 772 | 825 | 710 | 718 |
Total excluding employees working for JVs and associates | 6,605 | 6,849 | 5,883 | 6,361 |
Employees working for JVs and associates | 29 | 2 | 294 | 56 |
Total | 6,634 | 6,851 | 6,176 | 6,417 |
| \u00a0 | 2025 | 2024 | ||
|---|---|---|---|---|
By geographical area: | Average | Year-end | Average | Year-end |
the Netherlands | 576 | 621 | 513 | 530 |
Worldwide | 6,030 | 6,228 | 5,370 | 5,831 |
Total excluding employees working for JVs and associates | 6,605 | 6,849 | 5,883 | 6,361 |
Employees working for JVs and associates | 29 | 2 | 294 | 56 |
Total | 6,634 | 6,851 | 6,176 | 6,417 |
The figures exclude fleet personnel hired through crewing agencies as well as other agency and freelance staff for whom expenses are included within \u2019Other employee benefits\u2019.
The increase of headcount\u00a0at year end is primarily due to the strong FPSO construction portfolio, with good progress on FPSO Jaguar and FPSO GranMorgu, the production ramp-up on FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA in 2025, offset by the sale of FPSO Aseng in 2025.
The reduction in the average \u2019Employees working for JVs and associates\u2019 line\u00a0is explained by the sale of FPSO Kikeh at the end of 2024 and the change in consolidation method of FPSOs N\u2019Goma, Saxi Batuque and Mondo as local employees were transferred from the \u2019Employees working for JVs and associates\u2019 line to the \u2019Lease and Operate\u2019 line.
Research and development expenses amounted to US$35 million (2024: US$40 million) and mainly relate to the internal projects for energy transition development and Digital transformation.
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.
In the context of the current economic and geopolitical environment, during 2025, the Company anticipated a range of possible impacts that could arise from the general economic downturn, the pressure on price inflation, the energy market pressure, increasing interest rates and other governmental actions as a consequence of the geopolitical environment. In response to these effects, the Company (i) reassessed whether there is a significant increase in credit risk related to its financial assets as of December 31, 2025, and (ii) updated estimates in terms of \u2019probability of default\u2019 and \u2019loss given default\u2019 in order to determine the expected credit losses.
There was no payment default on any finance lease contract over the period. In addition, despite the current economic and geopolitical environment, the Company concluded that the counterparties of the finance lease receivables still have a strong capacity to meet their contractual cash flow obligations, based on existing contractual arrangements, which include parent company guarantees. Based on the available forward-looking information related to the oil price, it is also assumed that none of the assets leased under the Company\u2019s finance lease contracts would become uneconomical to operate for clients.
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, 2025. As a result, the Company recognizes a 12-month expected credit loss.
As for the finance leases, there was no payment default (including overdue of more than 90 days) on any significant trade receivables over the period. The Company performed, as usual, a detailed analysis of the credit risks associated with significant trade receivables balances as at the reporting date. This did not result in any specific significant increase in credit risks related to its outstanding contract assets and trade receivables.
Overall, the reassessment of the expected credit losses of other financial assets resulted in a limited impact.
During the year, the following gains/(losses) related to credit risks were recognized:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Impairment losses | \u00a0 | \u00a0 | \u00a0 |
- Movement in loss allowance for trade receivables | \u00a0 | 2 | 0 |
- Movement in loss allowance for contract assets | \u00a0 | (0) | 0 |
- Movement in loss allowance for finance lease receivables | \u00a0 | 0 | 0 |
(Impairment)/impairment reversal losses on financial lease receivables | \u00a0 | - | 3 |
- Movement in loss allowance for other assets | \u00a0 | 14 | (2) |
(Impairment)/impairment reversal losses on other financial assets | \u00a0 | (1) | (7) |
Net impairment gains/(losses) on financial and contract assets | \u00a0 | 15 | (6) |
During the year 2025, the Company recognized a US$15 million net impairment gain on financial and contract assets (2024: loss of US$(6) million) mainly attributable to the release of the accumulated impairment on the demobilization receivable for Thunder Hawk as a result of the sale of the asset completed during the period.
The movement of loss allowance during the year 2025 is summarized as follows:
| \u00a0 | Finance lease receivable | Contract assets | Trade receivables | Other financial assets | ||||
|---|---|---|---|---|---|---|---|---|
| \u00a0 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
Opening loss allowance as at 1 January | (0) | (0) | (0) | (1) | (4) | (5) | (128) | (123) |
Increase in loss allowance recognized in profit or loss during the year | (0) | (0) | (1) | (2) | (1) | (1) | (0) | (5) |
Receivables written off during the year as uncollectible | - | - | - | - | - | - | - | - |
Unused amount reversed | 0 | 0 | 1 | 2 | 4 | 1 | 12 | 0 |
At 31 December | (0) | (0) | (0) | (0) | (2) | (4) | (115) | (128) |
The reversal of US$12 million in \u2019Other financial assets\u2019 mainly arises from the release of the accumulated impairment on the demobilization receivable for Thunder Hawk as a result of the sale of the asset completed during the period. Refer to note 4.3.8 Net Impairment Gains/(Losses on Financial and Contract Assets.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Interest income on loans & receivables | \u00a0 | 0 | 2 |
Interest income on cash and short-term investments | \u00a0 | 41 | 24 |
Net foreign exchange gain | \u00a0 | 34 | - |
Net cash flow hedges ineffectiveness | \u00a0 | 5 | - |
Other financial income | \u00a0 | 2 | 1 |
Financial income | \u00a0 | 83 | 26 |
Interest expenses on financial liabilities at amortized cost | \u00a0 | (740) | (832) |
Interest income / (expenses) on hedging derivatives | \u00a0 | 105 | 167 |
Interest expenses on lease liabilities | \u00a0 | (5) | (5) |
Interest addition to provisions | \u00a0 | (13) | (10) |
Net cash flow hedges ineffectiveness | \u00a0 | - | (3) |
Net foreign exchange loss | \u00a0 | (0) | (8) |
Financial expenses | \u00a0 | (653) | (690) |
Net financing costs | \u00a0 | (571) | (663) |
The decrease in net financing costs is mainly due to (i) the full repayment of the project loans for FPSOs Liza Destiny and Prosperity in 2024 following the purchase of the units by the client, (ii) gains on forward currency contracts, (iii) higher interest income on cash and short-term investments, (iv) the scheduled amortization of project loans for the fleet under operations, and (v) lower interest expense on the Company\u2019s RCF. This was partially offset by (vi) the new construction financing for FPSO Jaguar in 2025, (vii) the sale and leaseback financing agreement for FPSO Cidade de Paraty, (viii) increased financing to fund the construction of FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA during the period and (ix) the amortization of the ONE GUYANA project financing transaction costs up to the expected purchase of the unit in early 2026.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Interest income on loans & receivables | \u00a0 | 0 | 2 |
Interest income on cash and short-term investments | \u00a0 | 41 | 24 |
Net foreign exchange gain | \u00a0 | 34 | - |
Net cash flow hedges ineffectiveness | \u00a0 | 5 | - |
Other financial income | \u00a0 | 2 | 1 |
Financial income | \u00a0 | 83 | 26 |
Interest expenses on financial liabilities at amortized cost | \u00a0 | (740) | (832) |
Interest income / (expenses) on hedging derivatives | \u00a0 | 105 | 167 |
Interest expenses on lease liabilities | \u00a0 | (5) | (5) |
Interest addition to provisions | \u00a0 | (13) | (10) |
Net cash flow hedges ineffectiveness | \u00a0 | - | (3) |
Net foreign exchange loss | \u00a0 | (0) | (8) |
Financial expenses | \u00a0 | (653) | (690) |
Net financing costs | \u00a0 | (571) | (663) |
The decrease in net financing costs is mainly due to (i) the full repayment of the project loans for FPSOs Liza Destiny and Prosperity in 2024 following the purchase of the units by the client, (ii) gains on forward currency contracts, (iii) higher interest income on cash and short-term investments, (iv) the scheduled amortization of project loans for the fleet under operations, and (v) lower interest expense on the Company\u2019s RCF. This was partially offset by (vi) the new construction financing for FPSO Jaguar in 2025, (vii) the sale and leaseback financing agreement for FPSO Cidade de Paraty, (viii) increased financing to fund the construction of FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA during the period and (ix) the amortization of the ONE GUYANA project financing transaction costs up to the expected purchase of the unit in early 2026.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Interest income on loans & receivables | \u00a0 | 0 | 2 |
Interest income on cash and short-term investments | \u00a0 | 41 | 24 |
Net foreign exchange gain | \u00a0 | 34 | - |
Net cash flow hedges ineffectiveness | \u00a0 | 5 | - |
Other financial income | \u00a0 | 2 | 1 |
Financial income | \u00a0 | 83 | 26 |
Interest expenses on financial liabilities at amortized cost | \u00a0 | (740) | (832) |
Interest income / (expenses) on hedging derivatives | \u00a0 | 105 | 167 |
Interest expenses on lease liabilities | \u00a0 | (5) | (5) |
Interest addition to provisions | \u00a0 | (13) | (10) |
Net cash flow hedges ineffectiveness | \u00a0 | - | (3) |
Net foreign exchange loss | \u00a0 | (0) | (8) |
Financial expenses | \u00a0 | (653) | (690) |
Net financing costs | \u00a0 | (571) | (663) |
The decrease in net financing costs is mainly due to (i) the full repayment of the project loans for FPSOs Liza Destiny and Prosperity in 2024 following the purchase of the units by the client, (ii) gains on forward currency contracts, (iii) higher interest income on cash and short-term investments, (iv) the scheduled amortization of project loans for the fleet under operations, and (v) lower interest expense on the Company\u2019s RCF. This was partially offset by (vi) the new construction financing for FPSO Jaguar in 2025, (vii) the sale and leaseback financing agreement for FPSO Cidade de Paraty, (viii) increased financing to fund the construction of FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA during the period and (ix) the amortization of the ONE GUYANA project financing transaction costs up to the expected purchase of the unit in early 2026.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Interest income on loans & receivables | \u00a0 | 0 | 2 |
Interest income on cash and short-term investments | \u00a0 | 41 | 24 |
Net foreign exchange gain | \u00a0 | 34 | - |
Net cash flow hedges ineffectiveness | \u00a0 | 5 | - |
Other financial income | \u00a0 | 2 | 1 |
Financial income | \u00a0 | 83 | 26 |
Interest expenses on financial liabilities at amortized cost | \u00a0 | (740) | (832) |
Interest income / (expenses) on hedging derivatives | \u00a0 | 105 | 167 |
Interest expenses on lease liabilities | \u00a0 | (5) | (5) |
Interest addition to provisions | \u00a0 | (13) | (10) |
Net cash flow hedges ineffectiveness | \u00a0 | - | (3) |
Net foreign exchange loss | \u00a0 | (0) | (8) |
Financial expenses | \u00a0 | (653) | (690) |
Net financing costs | \u00a0 | (571) | (663) |
The decrease in net financing costs is mainly due to (i) the full repayment of the project loans for FPSOs Liza Destiny and Prosperity in 2024 following the purchase of the units by the client, (ii) gains on forward currency contracts, (iii) higher interest income on cash and short-term investments, (iv) the scheduled amortization of project loans for the fleet under operations, and (v) lower interest expense on the Company\u2019s RCF. This was partially offset by (vi) the new construction financing for FPSO Jaguar in 2025, (vii) the sale and leaseback financing agreement for FPSO Cidade de Paraty, (viii) increased financing to fund the construction of FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA during the period and (ix) the amortization of the ONE GUYANA project financing transaction costs up to the expected purchase of the unit in early 2026.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Interest income on loans & receivables | \u00a0 | 0 | 2 |
Interest income on cash and short-term investments | \u00a0 | 41 | 24 |
Net foreign exchange gain | \u00a0 | 34 | - |
Net cash flow hedges ineffectiveness | \u00a0 | 5 | - |
Other financial income | \u00a0 | 2 | 1 |
Financial income | \u00a0 | 83 | 26 |
Interest expenses on financial liabilities at amortized cost | \u00a0 | (740) | (832) |
Interest income / (expenses) on hedging derivatives | \u00a0 | 105 | 167 |
Interest expenses on lease liabilities | \u00a0 | (5) | (5) |
Interest addition to provisions | \u00a0 | (13) | (10) |
Net cash flow hedges ineffectiveness | \u00a0 | - | (3) |
Net foreign exchange loss | \u00a0 | (0) | (8) |
Financial expenses | \u00a0 | (653) | (690) |
Net financing costs | \u00a0 | (571) | (663) |
The decrease in net financing costs is mainly due to (i) the full repayment of the project loans for FPSOs Liza Destiny and Prosperity in 2024 following the purchase of the units by the client, (ii) gains on forward currency contracts, (iii) higher interest income on cash and short-term investments, (iv) the scheduled amortization of project loans for the fleet under operations, and (v) lower interest expense on the Company\u2019s RCF. This was partially offset by (vi) the new construction financing for FPSO Jaguar in 2025, (vii) the sale and leaseback financing agreement for FPSO Cidade de Paraty, (viii) increased financing to fund the construction of FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA during the period and (ix) the amortization of the ONE GUYANA project financing transaction costs up to the expected purchase of the unit in early 2026.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Interest income on loans & receivables | \u00a0 | 0 | 2 |
Interest income on cash and short-term investments | \u00a0 | 41 | 24 |
Net foreign exchange gain | \u00a0 | 34 | - |
Net cash flow hedges ineffectiveness | \u00a0 | 5 | - |
Other financial income | \u00a0 | 2 | 1 |
Financial income | \u00a0 | 83 | 26 |
Interest expenses on financial liabilities at amortized cost | \u00a0 | (740) | (832) |
Interest income / (expenses) on hedging derivatives | \u00a0 | 105 | 167 |
Interest expenses on lease liabilities | \u00a0 | (5) | (5) |
Interest addition to provisions | \u00a0 | (13) | (10) |
Net cash flow hedges ineffectiveness | \u00a0 | - | (3) |
Net foreign exchange loss | \u00a0 | (0) | (8) |
Financial expenses | \u00a0 | (653) | (690) |
Net financing costs | \u00a0 | (571) | (663) |
The decrease in net financing costs is mainly due to (i) the full repayment of the project loans for FPSOs Liza Destiny and Prosperity in 2024 following the purchase of the units by the client, (ii) gains on forward currency contracts, (iii) higher interest income on cash and short-term investments, (iv) the scheduled amortization of project loans for the fleet under operations, and (v) lower interest expense on the Company\u2019s RCF. This was partially offset by (vi) the new construction financing for FPSO Jaguar in 2025, (vii) the sale and leaseback financing agreement for FPSO Cidade de Paraty, (viii) increased financing to fund the construction of FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA during the period and (ix) the amortization of the ONE GUYANA project financing transaction costs up to the expected purchase of the unit in early 2026.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Interest income on loans & receivables | \u00a0 | 0 | 2 |
Interest income on cash and short-term investments | \u00a0 | 41 | 24 |
Net foreign exchange gain | \u00a0 | 34 | - |
Net cash flow hedges ineffectiveness | \u00a0 | 5 | - |
Other financial income | \u00a0 | 2 | 1 |
Financial income | \u00a0 | 83 | 26 |
Interest expenses on financial liabilities at amortized cost | \u00a0 | (740) | (832) |
Interest income / (expenses) on hedging derivatives | \u00a0 | 105 | 167 |
Interest expenses on lease liabilities | \u00a0 | (5) | (5) |
Interest addition to provisions | \u00a0 | (13) | (10) |
Net cash flow hedges ineffectiveness | \u00a0 | - | (3) |
Net foreign exchange loss | \u00a0 | (0) | (8) |
Financial expenses | \u00a0 | (653) | (690) |
Net financing costs | \u00a0 | (571) | (663) |
The other reserves comprise the hedging reserve, actuarial gains/losses, the foreign currency translation reserve and IFRS 2 reserves. The movement and breakdown of the other reserves can be stated as follows (all amounts are expressed net of deferred taxes):
| \u00a0 | Hedging reserve Forward currency contracts | Hedging reserve Interest rate swaps | Actuarial gain/(loss) on defined benefit provisions | Foreign currency translation reserve | IFRS 2 Reserves | Protective share reserve | Total other reserves |
|---|---|---|---|---|---|---|---|
Balance at 1 January 2024 | 44 | 224 | 11 | (105) | 25 | 26 | 224 |
Cash flow hedges | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in fair value | (249) | 56 | - | - | - | - | (193) |
Deferred tax on cash flow hedges | 25 | (3) | - | - | - | - | 22 |
Transfer to financial income and expenses | 3 | 3 | - | - | - | - | 5 |
Transfer to construction contracts and property, plant and equipment | 10 | - | - | - | - | - | 10 |
Transfer to operating profit and loss | 19 | (16) | - | 35 | - | - | 38 |
IFRS 2 share-based payments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
IFRS 2 vesting costs for the year | - | - | - | - | 21 | - | 21 |
IFRS 2 vested share-based payments | - | - | - | - | (19) | - | (19) |
Actuarial gain/(loss) on defined benefit provision | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in defined benefit provision due to changes in actuarial assumptions | - | - | 0 | - | - | - | 0 |
Foreign currency variations | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Foreign currency variations | - | - | - | 1 | (2) | - | (1) |
Mergers and acquisitions | - | 1 | - | (0) | - | - | 0 |
Other movements | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Reclassification | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | - | - |
Balance at 31 December 2024 | (149) | 264 | 11 | (70) | 25 | 26 | 108 |
Cash flow hedges | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in fair value | 327 | (91) | - | - | - | - | 236 |
Deferred tax on cash flow hedges | (45) | 15 | - | - | - | - | (30) |
Transfer to financial income and expenses | 1 | (12) | - | - | - | - | (11) |
Transfer to construction contracts and property, plant and equipment | (4) | - | - | - | - | - | (4) |
Transfer to operating profit and loss | (18) | - | - | (1) | - | - | (19) |
IFRS 2 share-based payments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
IFRS 2 vesting costs for the year | - | - | - | - | 23 | - | 23 |
IFRS 2 vested share-based payments | 0 | (0) | - | - | (20) | - | (20) |
Actuarial gain/(loss) on defined benefit provision | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in defined benefit provision due to changes in actuarial assumptions | - | - | 1 | - | - | - | 1 |
Foreign currency variations | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Foreign currency variations | - | - | (0) | (3) | 3 | 0 | 0 |
Mergers and acquisitions | - | 0 | 0 | 2 | - | - | 2 |
Other movements | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Reclassification | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | - | - |
Balance at 31 December 2025 | 111 | 176 | 12 | (72) | 32 | 26 | 286 |
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEffectOfChangesInForeignExchangeRatesExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i14389": { "value": "The relationship between the Company\u2019s income tax expense and profit before income tax (referred to as the \u2019effective tax rate\u2019) can vary significantly from period to period due to factors such as: (i) changes in the blend of income that is taxed based on revenues versus profit, (ii) the shift in operations of the Company where the different statutory tax rates are applied and (iii) the ability to recognize deferred tax assets on tax losses when sufficient future taxable profits are expected.
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 components of the Company\u2019s income taxes are:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Corporation tax on profits for the year | \u00a0 | (166) | (157) |
Adjustments in respect of prior years | \u00a0 | 11 | 9 |
Movements in uncertain tax positions | \u00a0 | (42) | 5 |
Total current income tax | \u00a0 | (197) | (143) |
Deferred tax | 80 | 71 | |
Total | \u00a0 | (117) | (73) |
The Company\u2019s operational activities are subject to taxation at rates which range up to 36% (2024: 35%).
The reconciliation of the effective tax rate is as follows:
| \u00a0 | \u00a0 | 2025 | 2024 | ||
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | % | \u00a0 | % | \u00a0 |
Profit/(Loss) before income tax | \u00a0 | \u00a0 | 1,226 | \u00a0 | 283 |
Share of profit of equity-accounted investees | \u00a0 | \u00a0 | (4) | \u00a0 | 19 |
Profit/(Loss) before income tax and share of profit of equity-accounted investees | \u00a0 | \u00a0 | 1,230 | \u00a0 | 265 |
Income tax using the domestic corporation tax rate (25,8% for the Netherlands) | \u00a0 | 25,8% | (317) | 25,8% | (68) |
Tax effects of : | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Different statutory taxes related to subsidiaries operating in other jurisdictions | \u00a0 | (12%) | 151 | (9%) | 24 |
Withholding taxes and taxes based on deemed profits | \u00a0 | 8% | (93) | 30% | (79) |
Non-deductible expenses | \u00a0 | 6% | (69) | 30% | (80) |
Non-taxable income | \u00a0 | (2%) | 26 | (7%) | 19 |
Adjustments related to prior years | \u00a0 | (1%) | 11 | (3%) | 9 |
Tax effect originating from current year timing differences, unused tax losses and tax credits for which no deferred tax is recognized1 | \u00a0 | (18%) | 218 | (37%) | 98 |
Movements in uncertain tax positions | \u00a0 | 3% | (42) | (2%) | 5 |
Total tax effects | \u00a0 | (16%) | 200 | 2% | (5) |
Total of tax charge on the Consolidated Income Statement | \u00a0 | 10% | (117) | 27% | (73) |
The effective tax rate over 2025 decreased to 10%, compared with 27% in the year-ago period. The decrease in the effective tax rate is mainly explained by (i) recognition of a deferred tax asset in relation to the profit recognition of FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o as a result of the first oil of those units, (ii) the early sale of FPSO ONE GUYANA completed on February 4, 2026, resulting in the partial release of a deferred tax liability and (iii) lower tax on the Guyanese projects following the sales of two FPSOs in 2024.
Similar to last year, the effective tax rate was also impacted by\u00a0unrecognized deferred tax assets concerning Brazil, USA, Luxembourg, Monaco and the Netherlands.
As of 2025 Bermuda has an effective 15% domestic top-up tax, Luxembourg decreased its statutory tax rate from 24.94% (2024) to 23.87% (2025), and Portugal from 21% (2024) to 20% (2025). No other jurisdictions applicable to the Company updated their statutory corporate income tax rates compared with the previous year.
Details of the withholding taxes and other taxes per country are as follows:
| \u00a0 | 2025 | 2024 |
|---|---|---|
Withholding Tax and Overseas Taxes (per location) | Withholding tax | Withholding tax |
Angola | (35) | (20) |
Brazil | (20) | (14) |
Guyana | (37) | (43) |
Other | (1) | (1) |
Total withholding and overseas taxes | (93) | (79) |
The Company incurs Brazilian withholding tax in relation to its Brazilian fleet time charter revenue. Following completion of construction of FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o, the Company started incurring Brazilian withholding tax in 2025 regarding operations of these units.
The Company\u2019s construction and lease activities that relate to Guyana are subject to Guyanese withholding tax. The decrease of withholding tax between 2025 and 2024 is mainly explained by the withholding tax incurred for FPSO Prosperity and FPSO Liza Destiny which were purchased by the client at the end of 2024, resulting in no withholding tax incurred in 2025. This decrease was only partially offset by the withholding tax incurred for operations of FPSO ONE GUYANA, following its first oil in August 2025.
The Company incurs Angolan withholding tax in relation to its three units operating in this country under time charter contracts.
The Company files federal and local tax returns in several jurisdictions throughout the world. Tax returns in the major jurisdictions in which the Company operates are generally subject to examination for periods ranging from three to six years. Tax authorities in certain jurisdictions are examining tax returns and, in some cases, have issued assessments. The Company believes there is a sound basis for its tax positions in those jurisdictions. The Company provides for taxes that it considers probable of being payable as a result of these audits and for which a reasonable estimate may be made. While the Company cannot predict or provide assurance as to the final outcome of these proceedings, the Company does not expect the ultimate liability to have a material effect on its consolidated statement of financial position or results of operations.
Each year, management completes a detailed review of uncertain tax positions across the Company and makes provisions based on the probability of a liability arising. The principal risks that arise for the Company are in respect of permanent establishment, transfer pricing, taxable basis and other similar international tax issues. In line with other international groups, the difference in alignment between the Company\u2019s 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 increase of US$37 million in respect of ongoing tax audits and in respect of the Company\u2019s review of its uncertain tax positions. This increase is in relation to overall uncertain tax positions on corporate income tax for an amount of US$42 million, that especially relate to jurisdictions where administrative practice is rapidly evolving. 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 recognized a deferred tax asset 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 updated its assessment and modeling to determine that an amount of US$1,860 million\u00a0could possibly be unrecoverable (2024: US$1,995 million), 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, 2025, reassessed the amount of its net deferred tax asset related to the tax goodwill in Switzerland to US$98\u00a0million (2024: US$157 million) in accordance with IAS 12 and IFRIC 23.
The Company\u00a0conducts\u00a0operations\u00a0through\u00a0its\u00a0various subsidiaries\u00a0in\u00a0a\u00a0number\u00a0of\u00a0countries\u00a0throughout\u00a0the\u00a0world.\u00a0Each country\u00a0has\u00a0its\u00a0own tax\u00a0regimes\u00a0with varying\u00a0nominal\u00a0rates, deductions\u00a0and\u00a0tax attributes.\u00a0From\u00a0time to\u00a0time,\u00a0the Company may identify changes to previously evaluated tax positions, which could result in adjustments to its recorded assets and liabilities.\u00a0Although the\u00a0Company\u00a0is\u00a0unable\u00a0to\u00a0predict\u00a0the\u00a0outcome\u00a0of\u00a0these\u00a0changes, it\u00a0does\u00a0not\u00a0expect\u00a0the\u00a0impact,\u00a0if\u00a0any, resulting\u00a0from\u00a0these\u00a0adjustments\u00a0to\u00a0have\u00a0a\u00a0material\u00a0effect on\u00a0its\u00a0consolidated\u00a0statement\u00a0of\u00a0financial\u00a0position,\u00a0results\u00a0of operations or cash\u00a0flows.
In December 2021, the OECD released the GloBE Pillar Two model rules, also referred to as the \u2018Global Anti-Base Erosion\u2019 or \u2018GloBE\u2019 rules. These rules aim to ensure large multinational enterprises (MNEs) pay a minimum amount of tax on income arising in each jurisdiction in which they operate through introducing a global minimum corporate income tax rate set at 15%. Under GloBE rules, the Company is liable to pay a top up tax in the jurisdiction for which the GLoBE effective tax rate is below the 15% minimum rate.
On December 15, 2022, the EU adopted Directive 2022/2523 setting out harmonized implementation of the Pillar Two model rules in the EU, comprising the income Inclusion Rule (IIR), the Under-Taxed Payments Rule (UTPR), as well as the Qualified Domestic Minimum Top-Up Tax (QDMTT).
The Company is within the scope of the OECD Pillar Two model rules which came into effect on 1 January 2024. The Netherlands, the jurisdiction in which the Company is incorporated, transposed the EU directive into its legislation under the Minimum Tax Act 2024, effective from January 1, 2024.
QDMTTs allow countries to charge top-up tax on local profits. Timing and implementation of QDMTTs by jurisdictions where the Company has a presence is uneven. The Netherlands, Switzerland, Portugal, Norway, Luxembourg, France, Canada, The Bahamas, Brazil, Cyprus, Gurnsey, Hong Kong, Isle of Man, Malaysia, Qatar, Singapore and the United Kingdom have all implemented QDMTTs applicable for financial year 2025. Additionally, Japan has also implemented QDMTTs with an effective date of April 1, 2026.
The assessment is complex and is based on legislation that is subject to further developments and interpretation. Based on the current rules and the result for 2025, the Company has estimated that the current tax expense related to the application of Pillar Two represents an amount of less than US$1 million and would impact the annual effective tax rate by less than 1%. For 2025, this impact primarily concerns entities within the jurisdiction of Malta. 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 various laws, regulations or guidance are still evolving, there are uncertainties regarding the exact impact of the Pillar Two legislation at year-end. Nevertheless, the Company does not foresee a material impact on its effective tax rate.
The company applies the IAS12 exception issued by the IASB in May 2023 to recognize and disclose information about deferred tax assets and liabilities arising from Pillar Two model rules.
The deferred tax assets and liabilities and associated net positions are summarized as follows:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||||
|---|---|---|---|---|---|---|
| \u00a0 | Assets | Liabilities | Net | Assets | Liabilities | Net |
Property, plant and equipment | 10 | 6 | 4 | - | - | - |
Tax losses | 7 | - | 7 | 28 | - | 28 |
Other | 284 | 103 | 181 | 283 | 178 | 105 |
Book value at 31 December | 301 | 109 | 192 | 311 | 178 | 133 |
Deferred tax assets decreased by US$10 million during the current year, mainly due to the reversal of 2024 deferred tax asset position following change in other comprehensive income result related to forward currency contracts. Deferred tax liabilities decreased by US$69 million mainly due to the early sale of FPSO ONE GUYANA completed on February 4, 2026, ahead of the end of the maximum lease term in August 2027, which resulted in a release of the deferred tax liability recognized during the construction phase of the project. Balance of deferred taxes \u2018Other\u2019 includes mainly deferred tax related to hedging, timing of margin recognition and tax goodwill in Switzerland.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
| \u00a0 | Note | Net | Net |
Deferred tax at 1 January | \u00a0 | 133 | 74 |
Deferred tax recognized in the income statement | 80 | 71 | |
Deferred tax recognized in other comprehensive income | \u00a0 | (21) | (14) |
Foreign currency variations | \u00a0 | 0 | 2 |
Total movements | \u00a0 | 59 | 59 |
Deferred tax at 31 December | \u00a0 | 192 | 133 |
Expected realization and settlement of deferred tax positions is within 20 years. The recognized deferred tax losses are expected to be recovered, based on the anticipated profit in the applicable jurisdiction, as included in the Company\u2019s budgets approved by the Management Board, including planned commercial initiatives. The Company has recognized during the period the effect of prior years unrecognized deferred tax asset in the current income tax charge of US$173 million (2024: US$98 million) (refer to 4.3.10 Income Tax Expense). The term in which these unrecognized deferred tax assets could be settled depends on the respective tax jurisdiction and ranges from five years to an unlimited period of time.
On a cumulative basis, a total amount of US$2,081 million at the end of 2025 (end of 2024: US$2,221 million) corresponds to unrecognized deferred tax assets related to temporary differences, unused tax losses and tax credits.
| \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|
Unused tax losses carried forward, temporary differences and tax credits not recognized as a deferred tax asset | 2,081 | 2,221 |
Unused tax losses carried forward, temporary differences and tax credits recognized as a deferred tax asset | 301 | 311 |
Total | 2,382 | 2,531 |
\u2018Unused tax losses carried forward, temporary differences and tax credit not recognized as a deferred tax asset\u2019 decreased compared to the previous year, due to recognition of some of deferred tax assets following the assessment of recoverability of these assets at year-end 2025 and consumption of the tax credits during 2025. A significant portion of this balance relates to the deferred tax asset in relation to a tax goodwill in Switzerland. In determining the taxable profits, the Company updated its assessment and modeling to determine that an amount of US$1,860 million could possibly be unrecoverable, which is concluded based on 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, 2025, had a value of the deferred tax asset in relation to the tax goodwill in Switzerland of US$98 million, which has been assessed in accordance with IAS 12 and IFRIC 23 requirements.\u00a0
Expiry date on deferred tax assets unrecognized on temporary differences, unused tax losses and tax credits:
| \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|
Within one year | 13 | 20 |
More than a year but less than 5 years | 10 | 18 |
More than 5 years but less than 10 years | 35 | 39 |
More than 10 years but less than 20 years | 1,867 | 1,993 |
Unlimited period of time | 156 | 152 |
Total | 2,081 | 2,221 |
No deferred tax liability has been recognized in respect of undistributed earnings of subsidiaries, joint ventures and associates, with an impact of US$10 million (2024: US$7 million). This is because the Company is able to control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.
Deferred tax assets per location are as follows:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||||
|---|---|---|---|---|---|---|
| \u00a0 | Assets | Liabilities | Net | Assets | Liabilities | Net |
Switzerland | 261 | 68 | 193 | 282 | 82 | 200 |
Monaco | 13 | 10 | 4 | 10 | 9 | 2 |
Guyana | 6 | 5 | 1 | 4 | 57 | (53) |
the Netherlands | 7 | 8 | (1) | 6 | 5 | 1 |
Angola | - | 10 | (10) | 0 | 20 | (20) |
Other | 13 | 8 | 5 | 8 | 5 | 3 |
Book value at 31 December | 301 | 109 | 192 | 311 | 178 | 133 |
Following the early sale of FPSO ONE GUYANA completed on February 4, 2026, the Company derecognized a major part of deferred tax liabilities during the year of 2025 that would have been otherwise amortized over the lease contract period related to this unit.
The basic earnings per share for the year amounts to US$5.33 (2024: US$0.84), and the fully diluted earnings per share amounts to US$5.25 (2024: US$0.83).
Basic earnings/(loss) per share amounts are calculated by dividing net profit/(loss) for the period attributable to shareholders of the Company by the weighted average number of shares outstanding (shares issued and fully paid excluding treasury shares) during the period.
Diluted earnings/(loss) per share amounts are calculated by dividing the net profit/(loss) attributable to shareholders of the Company by the weighted average number of shares outstanding during the period plus the weighted average number of shares that would be issued on the conversion of all the potential dilutive shares into ordinary shares.
The following reflects the share data used in the basic and diluted earnings per share computations:
| \u00a0 | 2025 | 2024 |
|---|---|---|
Earnings attributable to shareholders (in thousands of US$) | 922,401 | 150,061 |
Number of shares outstanding at January 1 | 174,562,451 | 179,019,227 |
Average number of treasury shares transferred to employee share programs | 1,364,045 | 1,448,155 |
Average number of shares repurchased / cancelled | (2,804,328) | (1,817,660) |
Weighted average number of shares outstanding | 173,122,168 | 178,649,722 |
Potential dilutive shares from stock option scheme and other share-based payments | 2,545,704 | 2,364,009 |
Weighted average number of shares (diluted) | 175,667,872 | 181,013,731 |
Basic earnings per share in US$ | 5.33 | 0.84 |
Fully diluted earnings per share in US$ | 5.25 | 0.83 |
Since January 1, 2026, there have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorization for issue of the financial statements, except for vesting of Management Board Value Creation Stake and vesting of Matching Shares and RSUs for employees. During the same period, the 2025 share repurchase program continued, of which the details are reported on the Company's website.
The Company has revised its dividend policy to include dividend payments on a semi-annual basis. The Company\u2019s shareholder return policy is to maintain a stable annual cash return to shareholders which grows over time, with flexibility for the Company to make such cash return in the form of cash dividend, paid semi-annually, and the repurchase of shares. Determination of the annual cash return is based on the Company\u2019s assessment of its underlying cash flow position. The Company prioritizes a stable cash distribution to shareholders and funding of growth projects, with the option to apply surplus capital towards incremental cash returns to shareholders.
As a result, following review of its liquidity position and forecast, the Company intends to pay US$2.57 per share1 through a US$270 million (EUR227 million equivalent2) share repurchase program and a proposed US$200m in aggregate dividend3 (EUR169 million equivalent or US$1.17 per share1). The Company proposes a US$100m dividend for the year 2025 and a US$100 million dividend in aggregate for the first half year 20264.
This represents an increase in total cash return of 57% compared with 2025. The objective of the share buyback program would be to reduce share capital and provide shares for regular management and employee share programs (maximum US$30 million). Shares repurchased as part of the cash return will be cancelled.
The line item \u2019Property, plant and equipment\u2019 consists of property, plant and equipment owned by the Company and right-of-use assets:
| \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|
Property, plant and equipment excluding leases | 180 | 184 |
Right-of-use assets | 98 | 82 |
Total | 278 | 266 |
The movement of owned property, plant and equipment during 2025 and 2024 is summarized as follows:
| \u00a0 | Land and buildings | Vessels and floating equipment | Other fixed assets | Assets under construction | Total |
|---|---|---|---|---|---|
Cost | 59 | 1,215 | 84 | 65 | 1,423 |
Accumulated depreciation and impairment | (44) | (1,140) | (55) | - | (1,238) |
Book value at 1 January | 15 | 74 | 29 | 65 | 184 |
Additions | 0 | (0) | 14 | 10 | 23 |
Disposals | - | (0) | (0) | (0) | (0) |
Depreciation | (1) | (19) | (11) | - | (31) |
(Impairment)/impairment reversal | - | - | - | - | - |
Foreign currency variations1 | 1 | (0) | 3 | 0 | 4 |
Other movements | (0) | 29 | 2 | (32) | (1) |
Total movements | 0 | 10 | 7 | (22) | (4) |
Cost | 66 | 690 | 101 | 43 | 899 |
Accumulated depreciation and impairment | (50) | (605) | (64) | - | (719) |
Book value at 31 December | 16 | 85 | 37 | 43 | 180 |
| \u00a0 | Land and buildings | Vessels and floating equipment | Other fixed assets | Assets under construction | Total |
|---|---|---|---|---|---|
Cost | 67 | 1,821 | 82 | 81 | 2,051 |
Accumulated depreciation and impairment | (45) | (1,637) | (62) | - | (1,744) |
Book value at 1 January | 22 | 185 | 21 | 81 | 308 |
Additions | 0 | - | 14 | 44 | 58 |
Disposals | - | - | (0) | (2) | (2) |
Depreciation | (1) | (33) | (10) | - | (44) |
(Impairment)/impairment reversal | - | (39) | - | - | (39) |
Foreign currency variations | (1) | 0 | (2) | (0) | (3) |
Other movements | (4) | (39) | 7 | (57) | (94) |
Total movements | (6) | (110) | 9 | (15) | (123) |
Cost | 59 | 1,215 | 84 | 65 | 1,423 |
Accumulated depreciation and impairment | (44) | (1,140) | (55) | - | (1,238) |
Book value at 31 December | 15 | 74 | 29 | 65 | 184 |
During 2025, the following main events occurred regarding owned property, plant and equipment:
US$23 million in additions mainly related to major overhaul costs related to repair works performed on FPSO Cidade de Anchieta and IT equipment acquired;
US$31 million of annual depreciation charges, following the normal depreciation schedule;
The derecognition of cost and accumulated depreciation related to semi-submersible production facility Thunder Hawk following its sale in December, 2025, with no impact on the net book value as the asset was fully depreciated.
Property, plant and equipment at year-end mainly comprises of one (2024: one) integrated floating production, storage and offloading system (FPSO Cidade de Anchieta) consisting of a converted tanker, a processing plant and one mooring system. This FPSO is leased to third parties under an operating lease contract.
Company-owned property, plant and equipment with a carrying amount of US$85 million (December 31, 2024: US$71 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 (2024: nil).
As of December 31, 2025, the Company leases buildings and cars. The movement of the right-of-use assets during the year 2025 is summarized as follows:
| \u00a0 | Buildings | Other fixed assets | Total |
|---|---|---|---|
Book value at 1 January | 80 | 2 | 82 |
Additions | 24 | 1 | 25 |
Disposals | (0) | (0) | (0) |
Depreciation | (16) | (1) | (17) |
(Impairment)/impairment reversal | - | - | - |
Foreign currency variations | 8 | 0 | 8 |
Other movements | 0 | 0 | 0 |
Total movements | 17 | (0) | 16 |
Cost | 139 | 5 | 144 |
Accumulated depreciation and impairment | (43) | (3) | (46) |
Book value at 31 December | 96 | 2 | 98 |
| \u00a0 | Buildings | Other fixed assets | Total |
|---|---|---|---|
Book value at 1 January | 75 | 2 | 77 |
Additions | 32 | 1 | 33 |
Disposals | (7) | - | (7) |
Depreciation | (15) | (1) | (16) |
(Impairment)/impairment reversal | - | - | - |
Foreign currency variations | (5) | (0) | (5) |
Other movements | (1) | (0) | (1) |
Total movements | 4 | 1 | 6 |
Cost | 116 | 5 | 121 |
Accumulated depreciation and impairment | (36) | (3) | (39) |
Book value at 31 December | 80 | 2 | 82 |
During the year 2025, the main movements regarding right-of-use assets relate to US$25 million of capitalization of lease extensions and new lease office contracts, mainly arising from the new lease agreement for office spaces in India beginning in September 2025 and new apartment lease agreements in Guyana, partially offset by US$17 million of depreciation charges. Additions to right-of-use assets led to a similar increase in lease liabilities (refer to note 4.3.23 Borrowings and Lease Liabilities).
Significant contracts under buildings relate to the lease of offices. The remaining contract periods of the Company\u2019s office rentals vary between one and fourteen years and most of the contracts include extension options between three and twelve years. The extension options have been considered in the measurement of lease liabilities when the Company is reasonably certain to exercise these options. The lease agreements do not impose any covenants.
The category \u2019Vessels and floating equipment\u2019 mainly relates to facilities leased to third parties under operating lease agreements which terminate in 2031. Leased facilities included in \u2019Vessels and floating equipment\u2019 amount to:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Cost | \u00a0 | 690 | 1,215 |
Accumulated depreciation and impairment | \u00a0 | (605) | (1,140) |
Book value at 31 December | \u00a0 | 85 | 74 |
As of December 31, 2025, \u2019Leased facilities\u2019 consists of FPSO Cidade de Anchieta. The book value of the leased facilities included in vessels and floating equipment has increased by US$11 million, mainly due to capitalized major overhaul costs related to repair works performed on this vessel partially offset by depreciation for the period.
On December, 2025, the Company completed the sale of semi-submersible production facility Thunder Hawk following the client exercising a purchase option with reference to the vessel's operating lease term date. At the date of the sale, the asset was fully depreciated.
The nominal values of the future expected bareboat receipts (undiscounted lease payments) in respect of the remaining operating lease contracts are:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Within 1 year | \u00a0 | 94 | 101 |
2 years | \u00a0 | 94 | 93 |
3 years | \u00a0 | 94 | 93 |
4 years | \u00a0 | 94 | 93 |
5 years | \u00a0 | 94 | 93 |
After 5 years | \u00a0 | 63 | 156 |
Total | \u00a0 | 533 | 629 |
Extension options have not been included in the above table.
During 2025, the following main events occurred regarding owned property, plant and equipment:
US$23 million in additions mainly related to major overhaul costs related to repair works performed on FPSO Cidade de Anchieta and IT equipment acquired;
US$31 million of annual depreciation charges, following the normal depreciation schedule;
The derecognition of cost and accumulated depreciation related to semi-submersible production facility Thunder Hawk following its sale in December, 2025, with no impact on the net book value as the asset was fully depreciated.
Property, plant and equipment at year-end mainly comprises of one (2024: one) integrated floating production, storage and offloading system (FPSO Cidade de Anchieta) consisting of a converted tanker, a processing plant and one mooring system. This FPSO is leased to third parties under an operating lease contract.
", "dimensions": { "concept": "ifrs-full:DisclosureOfImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "p-blocktag-i14672": { "value": "Company-owned property, plant and equipment with a carrying amount of US$85 million (December 31, 2024: US$71 million) has been pledged as security for liabilities, mainly for external financing.
SBM Offshore N.V., as the parent company, is committed to fulfill various types of obligations arising from customer contracts, such as full performance and warranty obligations.
During 2025, the parent company acceded as a guarantor to the new US$1.1 billion RCF.
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, 2025, relate to the Thunder Hawk semi-submersible platform (signed prior to 2010) and FPSO Mondo and FPSO Saxi Batuque (signed prior to 2010 and extended as a result of the lease extension).
As of December 31, 2025, the Company has provided bank guarantees to unrelated third parties for an amount of US$567million (2024: US$541 million). No liability is expected to arise under these guarantees.
The Company holds in its favor US$827 million of bank guarantees from unrelated third parties. No withdrawal under these guarantees is expected to occur.
No interest has been capitalized during the financial year as part of the additions to property, plant and equipment (2024: nil).
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingCostsExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i15072": { "value": "| \u00a0 | Development costs | Software | Intangible assets under construction | Patents | Total |
|---|---|---|---|---|---|
Cost | 48 | 33 | 155 | 19 | 256 |
Accumulated amortization and impairment | (39) | (22) | - | (19) | (80) |
Book value at 1 January | 10 | 11 | 155 | 0 | 176 |
Additions | 4 | 1 | 30 | - | 35 |
Disposals | - | (0) | - | - | (0) |
Amortization | (5) | (13) | - | - | (18) |
Foreign currency variations | - | (0) | 0 | - | 0 |
Other movements | - | 148 | (148) | - | (0) |
Total movements | (1) | 136 | (118) | - | 17 |
Cost | 52 | 182 | 38 | 19 | 291 |
Accumulated amortization and impairment | (44) | (34) | - | (19) | (97) |
Book value at 31 December | 8 | 148 | 38 | 0 | 194 |
| \u00a0 | Development costs | Software | Intangible assets under construction | Patents | Total |
|---|---|---|---|---|---|
Cost | 44 | 29 | 132 | 19 | 224 |
Accumulated amortization and impairment | (33) | (18) | - | (19) | (71) |
Book value at 1 January | 11 | 11 | 132 | 0 | 153 |
Additions | 4 | 4 | 28 | - | 37 |
Disposals | - | (1) | (4) | - | (5) |
Amortization | (5) | (4) | - | - | (9) |
Foreign currency variations | - | (0) | (0) | - | (0) |
Other movements | - | - | (0) | - | (0) |
Total movements | (1) | (0) | 24 | - | 23 |
Cost | 48 | 33 | 155 | 19 | 256 |
Accumulated amortization and impairment | (39) | (22) | - | (19) | (80) |
Book value at 31 December | 10 | 11 | 155 | 0 | 176 |
\u2019Other movements\u2019 in 2025 mainly relate to the reclassification of costs capitalized during the design and implementation of the new global ERP system from \u2019Intangible assets under construction\u2019 to 'Software' following its first phase successful deployment and the start of amortization mid-2025.
Additions in \u2019Intangible assets under construction\u2019 mainly arise from costs capitalized during additional development activities related to the global ERP system, not in the scope of the 2025 deployment, as well as the capitalization of software licenses and other capital expenditures related to the IT infrastructure upgrade project.
Amortization of development costs is included in \u2019Research and development expenses\u2019 in the income statement in 2025 for US$5 million (2024: US$5 million).
Amortization of software is included in \u2019General and administrative expenses\u2019 in the income statement in 2025 for US$13 million (2024: US$4 million). The increase is mainly explained by the start of amortization of the Company's new global ERP system following its first phase successful deployment mid-2025.
| \u00a0 | Development costs | Software | Intangible assets under construction | Patents | Total |
|---|---|---|---|---|---|
Cost | 48 | 33 | 155 | 19 | 256 |
Accumulated amortization and impairment | (39) | (22) | - | (19) | (80) |
Book value at 1 January | 10 | 11 | 155 | 0 | 176 |
Additions | 4 | 1 | 30 | - | 35 |
Disposals | - | (0) | - | - | (0) |
Amortization | (5) | (13) | - | - | (18) |
Foreign currency variations | - | (0) | 0 | - | 0 |
Other movements | - | 148 | (148) | - | (0) |
Total movements | (1) | 136 | (118) | - | 17 |
Cost | 52 | 182 | 38 | 19 | 291 |
Accumulated amortization and impairment | (44) | (34) | - | (19) | (97) |
Book value at 31 December | 8 | 148 | 38 | 0 | 194 |
| \u00a0 | Development costs | Software | Intangible assets under construction | Patents | Total |
|---|---|---|---|---|---|
Cost | 44 | 29 | 132 | 19 | 224 |
Accumulated amortization and impairment | (33) | (18) | - | (19) | (71) |
Book value at 1 January | 11 | 11 | 132 | 0 | 153 |
Additions | 4 | 4 | 28 | - | 37 |
Disposals | - | (1) | (4) | - | (5) |
Amortization | (5) | (4) | - | - | (9) |
Foreign currency variations | - | (0) | (0) | - | (0) |
Other movements | - | - | (0) | - | (0) |
Total movements | (1) | (0) | 24 | - | 23 |
Cost | 48 | 33 | 155 | 19 | 256 |
Accumulated amortization and impairment | (39) | (22) | - | (19) | (80) |
Book value at 31 December | 10 | 11 | 155 | 0 | 176 |
\u2019Other movements\u2019 in 2025 mainly relate to the reclassification of costs capitalized during the design and implementation of the new global ERP system from \u2019Intangible assets under construction\u2019 to 'Software' following its first phase successful deployment and the start of amortization mid-2025.
Additions in \u2019Intangible assets under construction\u2019 mainly arise from costs capitalized during additional development activities related to the global ERP system, not in the scope of the 2025 deployment, as well as the capitalization of software licenses and other capital expenditures related to the IT infrastructure upgrade project.
Amortization of development costs is included in \u2019Research and development expenses\u2019 in the income statement in 2025 for US$5 million (2024: US$5 million).
Amortization of software is included in \u2019General and administrative expenses\u2019 in the income statement in 2025 for US$13 million (2024: US$4 million). The increase is mainly explained by the start of amortization of the Company's new global ERP system following its first phase successful deployment mid-2025.
The breakdown of the non-current portion of other financial assets is as follows:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Non-current portion of other receivables | \u00a0 | 110 | 130 |
Non-current portion of loans to joint ventures and associates | \u00a0 | 0 | 6 |
Total | \u00a0 | 110 | 136 |
The decrease in the non-current portion of other receivables relates to the consumption of accrued income recognized in prior years arising from the linearization of revenue for FPSO Cidade de Anchieta and the derecognition of the fee receivable for the demobilization of semi-submersible production facility Thunder Hawk following the sale of the vessel in December 2025.
The current portion of (i) other receivables and (ii) loans to joint ventures and associates, is included within \u2018Trade and other receivables\u2019 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 receivables, please refer to note 4.3.8 Net Impairment Gains/(Losses) on Financial and Contract Assets and note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management for the risk of recoverability (i.e. for expected credit losses).
The breakdown of loans to joint ventures and associates is presented below.
| \u00a0 | Notes | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Current portion of loans to joint ventures and associates | 6 | 0 | |
Non-current portion of loans to joint ventures and associates | \u00a0 | 0 | 6 |
Total | 6 | 6 |
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.
The US$6 million loan with one of the Company\u2019s joint ventures and associates is presented as current as it is contractually expected to be paid in 2026.
| \u00a0 | Note | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Trade debtors | \u00a0 | 385 | 309 |
Other accrued income | \u00a0 | 471 | 464 |
Prepayments | \u00a0 | 239 | 311 |
Accrued income in respect of delivered orders | \u00a0 | 25 | 5 |
Other receivables | \u00a0 | 65 | 245 |
Taxes and social security | \u00a0 | 123 | 103 |
Current portion of loans to joint ventures and associates | 6 | (0) | |
Total | \u00a0 | 1,314 | 1,438 |
The increase in \u2019Trade debtors\u2019 of US$75 million is mainly due to the completion of construction of FPSO ONE GUYANA and the progress on construction of FPSO Jaguar.
The increase in \u2019Other accrued income\u2019 is mainly due to (i) FPSOs Almirante Tamandar\u00e9, Alexandre de Gusm\u00e3o and ONE GUYANA joining the fleet during the period and (ii) the growth support to the fleet through brownfield projects.
The decrease in prepayments of US$(72) million is mainly related to the consumption of prepayments for Sale and Operate FPSOs under construction, partially offset by the increase of advance payments to the yard for multi-purpose floaters under construction that have not yet been allocated to a project.
The decrease in \u2019Other receivables\u2019 mainly relates to the payment of the final settlement agreement with the Company\u2018s insurers relating to the repair of tanks in FPSO Cidade de Anchieta1 and the consideration received from AOSL in the amount of US$43 million for 20% of the Company\u2019s shareholding in the lease and operating entities related to N\u2019Goma FPSO following the share purchase agreement signed in 2024.
The carrying amounts of the Company\u2019s trade debtors are distributed in the following countries:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Guyana / Suriname | \u00a0 | 240 | 167 |
Angola | \u00a0 | 96 | 82 |
Brazil | \u00a0 | 22 | 13 |
Equatorial Guinea | \u00a0 | 16 | 21 |
Canada | \u00a0 | 8 | 9 |
Mexico | \u00a0 | - | 9 |
Other | \u00a0 | 2 | 8 |
Total | \u00a0 | 385 | 309 |
The trade debtors\u2018 balance is the nominal value less an allowance for estimated impairment losses as follows:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Nominal amount | \u00a0 | 385 | 313 |
Impairment allowance | \u00a0 | (1) | (4) |
Total | \u00a0 | 385 | 309 |
The allowance for impairment represents the Company\u2019s 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 \u2019Net impairment losses on financial and contract assets\u2019 of the consolidated income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovery.
The ageing of the nominal amounts of the trade debtors is as follows:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||
|---|---|---|---|---|
| \u00a0 | Nominal | Impairment | Nominal | Impairment |
Not past due | 210 | - | 170 | (2) |
Past due 0-30 days | 154 | - | 16 | (0) |
Past due 31-120 days | 4 | - | 107 | (0) |
Past due 121- 365 days | 14 | - | 8 | (0) |
More than one year | 3 | (1) | 13 | (1) |
Total | 385 | (1) | 313 | (4) |
Not past due are those receivables for which either the contractual or \u2019normal\u2019 payment date has not yet elapsed. Past due are those amounts for which either the contractual or the \u2019normal\u2019 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 \u2212 Fair Values and Risk Management.
| \u00a0 | Notes | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Current portion of loans to joint ventures and associates | 6 | 0 | |
Non-current portion of loans to joint ventures and associates | \u00a0 | 0 | 6 |
Total | 6 | 6 |
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.
The US$6 million loan with one of the Company\u2019s joint ventures and associates is presented as current as it is contractually expected to be paid in 2026.
The Company has several joint arrangements and associates:
Entity name | Partners | Joint venture/ | % of ownership | Country registration | 2025 main reporting segment | Project name |
|---|---|---|---|---|---|---|
Normand Installer S.A. | The Solstad group | Joint venture | 49.90 | Switzerland | Turnkey | Normand Installer |
Ocean-Power AS | Agri AS; CapeOmega; Knatten I AS among others | Associate | 7.69 | Norway | Turnkey | Ocean Power |
Ekwil S.A.S | Technip Energies | Joint venture | 50.00 | France | Turnkey | Ekwil |
Ekwil Monaco S.A.M | Technip Energies | Joint venture | 50.00 | Monaco | Turnkey | Ekwil |
STS VOF | Technip Energies | Joint operation | 52.00 | Netherlands | Turnkey | FPSO GranMorgu |
STS 58 B.V. | Technip Energies | Joint operation | 52.00 | Netherlands | Turnkey | FPSO GranMorgu |
The movements in investments in associates and joint ventures are as follows:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Investments in associates and joint ventures at 1 January | \u00a0 | 21 | 288 |
Share of profit of equity-accounted investees | (4) | 19 | |
Dividends | \u00a0 | - | - |
Cash flow hedges | \u00a0 | (0) | (0) |
Capital increase/(decrease) | \u00a0 | 7 | (225) |
Foreign currency variations | \u00a0 | 0 | 0 |
Reclassification to assets held for sale | \u00a0 | - | (60) |
Other | \u00a0 | - | (1) |
Investments in associates and joint ventures at 31 December | \u00a0 | 23 | 21 |
In 2025, the consolidated statement of comprehensive income included US$0 million of other comprehensive income from equity-accounted investees (2024: US$31 million).
On January 31, 2025, the Company completed its full divestment of its equity interest in the lease and operating entities of the FPSO Kikeh in Malaysia, to its partner MISC Berhad. As of December 31, 2024, the Company\u2019s interests in the FPSO Kikeh entities were classified as assets held for sale and were previously classified as joint ventures.
The following tables present the figures at 100%.
Project name | \u00a0 | Total assets | Non-current assets | Cash | Loans | Non- current liabilities | Current liabilities | Dividends paid | Revenue |
|---|---|---|---|---|---|---|---|---|---|
Non material joint ventures/associates | \u00a0 | 81 | 48 | 23 | 18 | 0 | 36 | - | 5 |
Total at 100% | \u00a0 | 81 | 48 | 23 | 18 | 0 | 36 | - | 5 |
Project name | \u00a0 | Total assets | Non-current assets | Cash | Loans | Non- current liabilities | Current liabilities | Dividends paid | Revenue |
|---|---|---|---|---|---|---|---|---|---|
Non material joint ventures/associates | \u00a0 | 76 | 41 | 25 | 23 | 18 | 18 | - | 1 |
Total at 100% | \u00a0 | 76 | 41 | 25 | 23 | 18 | 18 | - | 1 |
The interest-bearing loans and other borrowings held by joint ventures and associates are as follows:
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | Net book value at 31 December 2025 | Net book value at 31 December 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|
Entity name | % Ownership | % Interest | Maturity | Non-current | Current | Total | Non-current | Current | Total |
Normand Installer SA | 49.90 | 6.00% | 15-12-2026 | - | 5 | 5 | 5 | 6 | 11 |
US$ Project Finance facilities drawn | \u00a0 | \u00a0 | \u00a0 | - | 5 | 5 | 5 | 6 | 11 |
Loans from subsidiaries of | \u00a0 | \u00a0 | \u00a0 | - | 6 | 6 | 6 | - | 6 |
Loans from other shareholders of the joint ventures and associates | \u00a0 | \u00a0 | \u00a0 | - | 6 | 6 | 6 | - | 6 |
Net book value of loans and borrowings | \u00a0 | \u00a0 | \u00a0 | - | 18 | 18 | 18 | 6 | 23 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Net result at 100% | \u00a0 | (9) | 28 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Equity at 100% | \u00a0 | 44 | 41 |
Partner ownership | \u00a0 | (21) | (20) |
Share in negative net equity reclassification to loans to joint ventures and associates | \u00a0 | - | - |
Investments in associates and joint ventures | \u00a0 | 23 | 21 |
| \u00a0 | Notes | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Current portion of loans to joint ventures and associates | 6 | 0 | |
Non-current portion of loans to joint ventures and associates | \u00a0 | 0 | 6 |
Total | 6 | 6 |
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.
The US$6 million loan with one of the Company\u2019s joint ventures and associates is presented as current as it is contractually expected to be paid in 2026.
In accordance with legal requirements, a list of the Company\u2019s entities that are included in the consolidated financial statements of SBM Offshore N.V. has been deposited at the Chamber of Commerce in Amsterdam.
The Company has several joint arrangements and associates:
Entity name | Partners | Joint venture/ | % of ownership | Country registration | 2025 main reporting segment | Project name |
|---|---|---|---|---|---|---|
Normand Installer S.A. | The Solstad group | Joint venture | 49.90 | Switzerland | Turnkey | Normand Installer |
Ocean-Power AS | Agri AS; CapeOmega; Knatten I AS among others | Associate | 7.69 | Norway | Turnkey | Ocean Power |
Ekwil S.A.S | Technip Energies | Joint venture | 50.00 | France | Turnkey | Ekwil |
Ekwil Monaco S.A.M | Technip Energies | Joint venture | 50.00 | Monaco | Turnkey | Ekwil |
STS VOF | Technip Energies | Joint operation | 52.00 | Netherlands | Turnkey | FPSO GranMorgu |
STS 58 B.V. | Technip Energies | Joint operation | 52.00 | Netherlands | Turnkey | FPSO GranMorgu |
The movements in investments in associates and joint ventures are as follows:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Investments in associates and joint ventures at 1 January | \u00a0 | 21 | 288 |
Share of profit of equity-accounted investees | (4) | 19 | |
Dividends | \u00a0 | - | - |
Cash flow hedges | \u00a0 | (0) | (0) |
Capital increase/(decrease) | \u00a0 | 7 | (225) |
Foreign currency variations | \u00a0 | 0 | 0 |
Reclassification to assets held for sale | \u00a0 | - | (60) |
Other | \u00a0 | - | (1) |
Investments in associates and joint ventures at 31 December | \u00a0 | 23 | 21 |
In 2025, the consolidated statement of comprehensive income included US$0 million of other comprehensive income from equity-accounted investees (2024: US$31 million).
On January 31, 2025, the Company completed its full divestment of its equity interest in the lease and operating entities of the FPSO Kikeh in Malaysia, to its partner MISC Berhad. As of December 31, 2024, the Company\u2019s interests in the FPSO Kikeh entities were classified as assets held for sale and were previously classified as joint ventures.
The following tables present the figures at 100%.
Project name | \u00a0 | Total assets | Non-current assets | Cash | Loans | Non- current liabilities | Current liabilities | Dividends paid | Revenue |
|---|---|---|---|---|---|---|---|---|---|
Non material joint ventures/associates | \u00a0 | 81 | 48 | 23 | 18 | 0 | 36 | - | 5 |
Total at 100% | \u00a0 | 81 | 48 | 23 | 18 | 0 | 36 | - | 5 |
Project name | \u00a0 | Total assets | Non-current assets | Cash | Loans | Non- current liabilities | Current liabilities | Dividends paid | Revenue |
|---|---|---|---|---|---|---|---|---|---|
Non material joint ventures/associates | \u00a0 | 76 | 41 | 25 | 23 | 18 | 18 | - | 1 |
Total at 100% | \u00a0 | 76 | 41 | 25 | 23 | 18 | 18 | - | 1 |
The interest-bearing loans and other borrowings held by joint ventures and associates are as follows:
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | Net book value at 31 December 2025 | Net book value at 31 December 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|
Entity name | % Ownership | % Interest | Maturity | Non-current | Current | Total | Non-current | Current | Total |
Normand Installer SA | 49.90 | 6.00% | 15-12-2026 | - | 5 | 5 | 5 | 6 | 11 |
US$ Project Finance facilities drawn | \u00a0 | \u00a0 | \u00a0 | - | 5 | 5 | 5 | 6 | 11 |
Loans from subsidiaries of | \u00a0 | \u00a0 | \u00a0 | - | 6 | 6 | 6 | - | 6 |
Loans from other shareholders of the joint ventures and associates | \u00a0 | \u00a0 | \u00a0 | - | 6 | 6 | 6 | - | 6 |
Net book value of loans and borrowings | \u00a0 | \u00a0 | \u00a0 | - | 18 | 18 | 18 | 6 | 23 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Net result at 100% | \u00a0 | (9) | 28 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Equity at 100% | \u00a0 | 44 | 41 |
Partner ownership | \u00a0 | (21) | (20) |
Share in negative net equity reclassification to loans to joint ventures and associates | \u00a0 | - | - |
Investments in associates and joint ventures | \u00a0 | 23 | 21 |
The Company has several jointly owned subsidiaries:
Entity name | Partners | % of ownership | Country registration | 2025 main reporting segment | Project name |
|---|---|---|---|---|---|
Alfa Lula Alto S.\u00e0.r.l. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Luxembourg | Turnkey | FPSO Cidade de Marica |
Alfa Lula Alto Holding Ltd. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Bermuda | Lease & Operate | FPSO Cidade de Marica |
Alfa Lula Alto Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Marica |
Alfa Lula Alto S.\u00e0 r.l. (Brazilian branche) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Marica |
Beta Lula Central S.\u00e0.r.l. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Luxembourg | Turnkey | FPSO Cidade de Saquarema |
Beta Lula Central Holding Ltd. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Bermuda | Lease & Operate | FPSO Cidade de Saquarema |
Beta Lula Central Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Saquarema |
Beta Lula Central S.\u00e0 r.l. (Brazilian branche) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Saquarema |
Tupi Nordeste S.\u00e0.r.l. | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Luxembourg | Lease & Operate | FPSO Cidade de Paraty |
Tupi Nordeste Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Brazil | Lease & Operate | FPSO Cidade de Paraty |
Tupi Nordeste Holding Ltd. | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Bermuda | Lease & Operate | FPSO Cidade de Paraty |
Tupi Nordeste S.\u00e0 r.l. (Brazilian branche) | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Bermuda | Lease & Operate | FPSO Cidade de Paraty |
Guara Norte S.\u00e0.r.l. | Mitsubishi Corporation | 75.00 | Luxembourg | Lease & Operate | FPSO Cidade de Ilhabela |
Guara Norte Holding Ltd. | Mitsubishi Corporation | 75.00 | Bermuda | Lease & Operate | FPSO Cidade de Ilhabela |
Guara Norte Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation | 75.00 | Brazil | Lease & Operate | FPSO Cidade de Ilhabela |
Guara Norte S.\u00e0 r.l. (Brazilian branche) | Mitsubishi Corporation | 75.00 | Brazil | Lease & Operate | FPSO Cidade de Ilhabela |
Mero 2 Operacoes Maritima Ltd. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | Brazil | Lease & Operate | FPSO Sepetiba |
Mero 2 Operacoes Holding S.A. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | Switzerland | Lease & Operate | FPSO Sepetiba |
Mero 2 Owning B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | The Netherlands | Lease & Operate | FPSO Sepetiba |
Mero 2 B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | The Netherlands | Lease & Operate | FPSO Sepetiba |
MERO 2 B.V. (Brazilian Branch) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | The Netherlands | Lease & Operate | FPSO Sepetiba |
YTSM JV S.A. | CB&I Nederland B.V. | 70.00 | Switzerland | Lease & Operate | FPSO ONE GUYANA |
Tamandare Owning B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandare B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandare Operations Holding S.A. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Switzerland | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandar\u00e9 Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandare BV (Brazilian Branch) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
MERO 4 BV (Brazilian Branch) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
MERO 4 Owning B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
MERO 4 B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
Mero 4 Operations Holding S.A. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Switzerland | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
Mero 4 Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
Sonasing Xikomba Ltd. | Angola Offshore Services Limitada | 60.00 | Bermuda | Lease & Operate | N'Goma FPSO |
NOVA EAST WIND INC. | Micantia Wind Inc - DP Global Energy Limited | 90.00 | Canada | Turnkey | Atlantic Canada |
On June 4, 2025, the Company announced it had signed a Share Purchase Agreement for the full divestment of the Company\u2019s equity interest in the lease and operating entities of FPSO Aseng to its partner GEPetrol. The Company\u2019s exit from Equatorial Guinea will take place following an operational transition phase lasting up to 12 months.
The transaction was completed in December 2025 and the Company recognized a loss of US$20 million upon completion, included in \u2018Other operating income/(expense)\u2019.
In the 2025 consolidated cash flow statement, the transaction generated net cash outflows totaling US$(55) million including US$(67) million from cash and cash equivalents derecognized, presented as cash flows from investing activities.
The carrying amounts of the derecognized assets and liabilities of the subsidiaries at the date of the transaction were:
in millions of US$ | 17 December 2025 |
|---|---|
Finance lease receivables | 24 |
Trade debtors and other receivables | 21 |
Cash and cash equivalents | 67 |
Total assets | 112 |
Trade and other payables | 24 |
Total liabilities | 24 |
Assets and liabilities derecognized | 88 |
The US$(25)million reported in the line \u2019Disposal of subsidiaries\u2019 in 4.2.4 Consolidated Statement of Changes in Equity arises from the derecognition of non-controlling interests following the Company\u2019s divestment from the lease and operating entities of FPSO Aseng.
The US$33 million reported in the line \u2019Transaction with non-controlling interests\u2019 in 4.2.4 Consolidated Statement of Changes in Equity mainly relates to:
The impact of the full acquisition of the lease and operating entities related to FPSO Espirito Santo of US$33 million;
Equity contributions towards investees made during the year, related to FPSO Sepetiba, FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o for a combined US$114 million and received share premium reserve reimbursements from investees related to FPSO Sepetiba and FPSO Alexandre de Gusm\u00e3o for a combined US$(112) million; partially offset by
A US$2 million reattribution of dividends from non-controlling interests over Sonasing Xikomba Ltd.
As announced on September 6, 2024, the Company and its partner MISC Berhad signed share purchase agreements for the total acquisition of MISC Berhad\u2019s entire effective equity interest in the lease and operating entities related to FPSO Espirito Santo in Brazil. The transaction was completed on January 31, 2025, following the completion of conditions precedent. Consequently, the Company recognized a reduction of US$33 million in non-controlling interests, including US$2 million that was reattributed to retained earnings.
In 2024, the Company obtained control of Sonasing Xikomba Ltd. through the purchase of an additional 30% stake from Sonangol, together with a subsequent disposal of 20% to AOSL. Both transactions were considered linked transactions and were therefore recognized as a single transaction, leading the Company to a final ownership position of 60% in 2024. The transaction with AOSL was completed in December 2025, following the AOSL payment of US$43 million in consideration for the 20% stake, presented in \u2019Acquisition of subsidiaries, net of cash acquired\u2019 in the consolidated cash flow statement and with no impact on the Company\u2019s equity or profit or loss in 2025.
Prior to completion of the transaction with AOSL, the percentage of dividends attributed to the subsidiary\u2019s non-controlling interests, presented in \u2018Cash dividend\u2019 in the Company\u2019s consolidated statement of changes in equity, was based on deemed ownership, while dividends were distributed to shareholders based on legal ownership. Accordingly, in 2025 an amount of US$2 million was reattributed in equity from non-controlling interests to retained earnings (2024: US$27 million).
Included in the consolidated financial statements are the following items that represent the Company\u2019s interest in the revenues, assets and loans of the partially owned subsidiaries.
Figures are presented at 100% before elimination of intercompany transactions.
Project name | Place of business | Total assets | Non-current assets | Cash | Loans | Non-current liabilities | Current liabilities | Dividends to NCI | Revenue |
|---|---|---|---|---|---|---|---|---|---|
FPSO Cidade de Marica | Brazil | 1,350 | 1,144 | 78 | 409 | 267 | 187 | - | 224 |
FPSO Cidade de Saquarema | Brazil | 1,329 | 1,162 | 42 | 597 | 479 | 153 | 4 | 221 |
FPSO Cidade de Paraty | Brazil | 795 | 608 | 51 | 358 | 314 | 100 | 164 | 185 |
FPSO Cidade de Ilhabela | Brazil | 1,143 | 961 | 52 | 620 | 565 | 94 | 17 | 212 |
FPSO Sepetiba | Brazil | 3,813 | 3,630 | 34 | 3,005 | 2,945 | 322 | 12 | 258 |
FPSO Almirante Tamandar\u00e9 | Brazil | 4,746 | 4,586 | 77 | 3,689 | 3,589 | 202 | - | 428 |
FPSO Alexandre de Gusm\u00e3o | Brazil | 4,920 | 4,682 | 119 | 3,817 | 3,682 | 325 | - | 734 |
FPSO ONE GUYANA | Guyana | 140 | - | 0 | - | - | 70 | 3 | 395 |
Non material NCI | \u00a0 | 227 | 0 | 29 | 48 | 16 | 54 | 72 | 20 |
Total 100% | \u00a0 | 18,463 | 16,773 | 483 | 12,543 | 11,855 | 1,507 | 272 | 2,678 |
Project name | Place of business | Total assets | Non-current assets | Cash | Loans | Non-current liabilities | Current liabilities | Dividends to NCI | Revenue |
|---|---|---|---|---|---|---|---|---|---|
FPSO Aseng / FPSO Serpentina | Equatorial Guinea | 149 | 24 | 66 | 0 | - | 54 | - | 91 |
FPSO Espirito Santo | Brazil | 156 | 67 | 39 | 92 | 85 | 105 | - | 76 |
FPSO Cidade de Marica | Brazil | 1,441 | 1,244 | 71 | 544 | 410 | 962 | 10 | 236 |
FPSO Cidade de Saquarema | Brazil | 1,419 | 1,262 | 32 | 712 | 603 | 728 | 8 | 236 |
FPSO Cidade de Paraty | Brazil | 929 | 773 | 20 | - | 2 | 907 | 32 | 170 |
FPSO Cidade de Ilhabela | Brazil | 1,245 | 1,068 | 49 | - | 0 | 1,223 | 18 | 237 |
FPSO Sepetiba | Brazil | 4,462 | 3,749 | 43 | 3,126 | 3,080 | 575 | - | 267 |
FPSO Almirante Tamandar\u00e9 | Brazil | 3,377 | 119 | 24 | 1,497 | 1,508 | 118 | - | (1,648) |
FPSO Alexandre de Gusm\u00e3o | Brazil | 2,343 | 87 | 25 | 1,215 | 1,359 | 147 | - | 717 |
FPSO ONE GUYANA | Guyana | 236 | 0 | 0 | 75 | - | 188 | 5 | 515 |
Non material NCI | \u00a0 | 25 | 5 | 2 | 3 | 3 | 9 | - | (0) |
Total 100% | \u00a0 | 15,783 | 8,398 | 371 | 7,263 | 7,051 | 5,015 | 72 | 897 |
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 \u2013 Fair Values and Risk Management. The risks identified are deemed to be inherent to the operations of the Company as a whole and includes the risk profiles of interests in other entities.
Included in the consolidated financial statements are the following items that represent the aggregate contribution of the partially owned subsidiaries to the Company consolidated financial statements:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Net result | \u00a0 | 186 | 61 |
Accumulated amount of NCI | \u00a0 | 2,076 | 2,225 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Equity at 100% | \u00a0 | 5,101 | 3,717 |
Company ownership | \u00a0 | (3,025) | (1,492) |
Accumulated amount of NCI | \u00a0 | 2,076 | 2,225 |
| \u00a0 | Notes | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Current portion of loans to joint ventures and associates | 6 | 0 | |
Non-current portion of loans to joint ventures and associates | \u00a0 | 0 | 6 |
Total | 6 | 6 |
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.
The US$6 million loan with one of the Company\u2019s joint ventures and associates is presented as current as it is contractually expected to be paid in 2026.
The Company has several joint arrangements and associates:
Entity name | Partners | Joint venture/ | % of ownership | Country registration | 2025 main reporting segment | Project name |
|---|---|---|---|---|---|---|
Normand Installer S.A. | The Solstad group | Joint venture | 49.90 | Switzerland | Turnkey | Normand Installer |
Ocean-Power AS | Agri AS; CapeOmega; Knatten I AS among others | Associate | 7.69 | Norway | Turnkey | Ocean Power |
Ekwil S.A.S | Technip Energies | Joint venture | 50.00 | France | Turnkey | Ekwil |
Ekwil Monaco S.A.M | Technip Energies | Joint venture | 50.00 | Monaco | Turnkey | Ekwil |
STS VOF | Technip Energies | Joint operation | 52.00 | Netherlands | Turnkey | FPSO GranMorgu |
STS 58 B.V. | Technip Energies | Joint operation | 52.00 | Netherlands | Turnkey | FPSO GranMorgu |
The movements in investments in associates and joint ventures are as follows:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Investments in associates and joint ventures at 1 January | \u00a0 | 21 | 288 |
Share of profit of equity-accounted investees | (4) | 19 | |
Dividends | \u00a0 | - | - |
Cash flow hedges | \u00a0 | (0) | (0) |
Capital increase/(decrease) | \u00a0 | 7 | (225) |
Foreign currency variations | \u00a0 | 0 | 0 |
Reclassification to assets held for sale | \u00a0 | - | (60) |
Other | \u00a0 | - | (1) |
Investments in associates and joint ventures at 31 December | \u00a0 | 23 | 21 |
In 2025, the consolidated statement of comprehensive income included US$0 million of other comprehensive income from equity-accounted investees (2024: US$31 million).
On January 31, 2025, the Company completed its full divestment of its equity interest in the lease and operating entities of the FPSO Kikeh in Malaysia, to its partner MISC Berhad. As of December 31, 2024, the Company\u2019s interests in the FPSO Kikeh entities were classified as assets held for sale and were previously classified as joint ventures.
The following tables present the figures at 100%.
Project name | \u00a0 | Total assets | Non-current assets | Cash | Loans | Non- current liabilities | Current liabilities | Dividends paid | Revenue |
|---|---|---|---|---|---|---|---|---|---|
Non material joint ventures/associates | \u00a0 | 81 | 48 | 23 | 18 | 0 | 36 | - | 5 |
Total at 100% | \u00a0 | 81 | 48 | 23 | 18 | 0 | 36 | - | 5 |
Project name | \u00a0 | Total assets | Non-current assets | Cash | Loans | Non- current liabilities | Current liabilities | Dividends paid | Revenue |
|---|---|---|---|---|---|---|---|---|---|
Non material joint ventures/associates | \u00a0 | 76 | 41 | 25 | 23 | 18 | 18 | - | 1 |
Total at 100% | \u00a0 | 76 | 41 | 25 | 23 | 18 | 18 | - | 1 |
The interest-bearing loans and other borrowings held by joint ventures and associates are as follows:
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | Net book value at 31 December 2025 | Net book value at 31 December 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|
Entity name | % Ownership | % Interest | Maturity | Non-current | Current | Total | Non-current | Current | Total |
Normand Installer SA | 49.90 | 6.00% | 15-12-2026 | - | 5 | 5 | 5 | 6 | 11 |
US$ Project Finance facilities drawn | \u00a0 | \u00a0 | \u00a0 | - | 5 | 5 | 5 | 6 | 11 |
Loans from subsidiaries of | \u00a0 | \u00a0 | \u00a0 | - | 6 | 6 | 6 | - | 6 |
Loans from other shareholders of the joint ventures and associates | \u00a0 | \u00a0 | \u00a0 | - | 6 | 6 | 6 | - | 6 |
Net book value of loans and borrowings | \u00a0 | \u00a0 | \u00a0 | - | 18 | 18 | 18 | 6 | 23 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Net result at 100% | \u00a0 | (9) | 28 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Equity at 100% | \u00a0 | 44 | 41 |
Partner ownership | \u00a0 | (21) | (20) |
Share in negative net equity reclassification to loans to joint ventures and associates | \u00a0 | - | - |
Investments in associates and joint ventures | \u00a0 | 23 | 21 |
The deferred tax assets and liabilities and associated net positions are summarized as follows:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||||
|---|---|---|---|---|---|---|
| \u00a0 | Assets | Liabilities | Net | Assets | Liabilities | Net |
Property, plant and equipment | 10 | 6 | 4 | - | - | - |
Tax losses | 7 | - | 7 | 28 | - | 28 |
Other | 284 | 103 | 181 | 283 | 178 | 105 |
Book value at 31 December | 301 | 109 | 192 | 311 | 178 | 133 |
Deferred tax assets decreased by US$10 million during the current year, mainly due to the reversal of 2024 deferred tax asset position following change in other comprehensive income result related to forward currency contracts. Deferred tax liabilities decreased by US$69 million mainly due to the early sale of FPSO ONE GUYANA completed on February 4, 2026, ahead of the end of the maximum lease term in August 2027, which resulted in a release of the deferred tax liability recognized during the construction phase of the project. Balance of deferred taxes \u2018Other\u2019 includes mainly deferred tax related to hedging, timing of margin recognition and tax goodwill in Switzerland.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
| \u00a0 | Note | Net | Net |
Deferred tax at 1 January | \u00a0 | 133 | 74 |
Deferred tax recognized in the income statement | 80 | 71 | |
Deferred tax recognized in other comprehensive income | \u00a0 | (21) | (14) |
Foreign currency variations | \u00a0 | 0 | 2 |
Total movements | \u00a0 | 59 | 59 |
Deferred tax at 31 December | \u00a0 | 192 | 133 |
Expected realization and settlement of deferred tax positions is within 20 years. The recognized deferred tax losses are expected to be recovered, based on the anticipated profit in the applicable jurisdiction, as included in the Company\u2019s budgets approved by the Management Board, including planned commercial initiatives. The Company has recognized during the period the effect of prior years unrecognized deferred tax asset in the current income tax charge of US$173 million (2024: US$98 million) (refer to 4.3.10 Income Tax Expense). The term in which these unrecognized deferred tax assets could be settled depends on the respective tax jurisdiction and ranges from five years to an unlimited period of time.
On a cumulative basis, a total amount of US$2,081 million at the end of 2025 (end of 2024: US$2,221 million) corresponds to unrecognized deferred tax assets related to temporary differences, unused tax losses and tax credits.
| \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|
Unused tax losses carried forward, temporary differences and tax credits not recognized as a deferred tax asset | 2,081 | 2,221 |
Unused tax losses carried forward, temporary differences and tax credits recognized as a deferred tax asset | 301 | 311 |
Total | 2,382 | 2,531 |
\u2018Unused tax losses carried forward, temporary differences and tax credit not recognized as a deferred tax asset\u2019 decreased compared to the previous year, due to recognition of some of deferred tax assets following the assessment of recoverability of these assets at year-end 2025 and consumption of the tax credits during 2025. A significant portion of this balance relates to the deferred tax asset in relation to a tax goodwill in Switzerland. In determining the taxable profits, the Company updated its assessment and modeling to determine that an amount of US$1,860 million could possibly be unrecoverable, which is concluded based on 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, 2025, had a value of the deferred tax asset in relation to the tax goodwill in Switzerland of US$98 million, which has been assessed in accordance with IAS 12 and IFRIC 23 requirements.\u00a0
Expiry date on deferred tax assets unrecognized on temporary differences, unused tax losses and tax credits:
| \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|
Within one year | 13 | 20 |
More than a year but less than 5 years | 10 | 18 |
More than 5 years but less than 10 years | 35 | 39 |
More than 10 years but less than 20 years | 1,867 | 1,993 |
Unlimited period of time | 156 | 152 |
Total | 2,081 | 2,221 |
No deferred tax liability has been recognized in respect of undistributed earnings of subsidiaries, joint ventures and associates, with an impact of US$10 million (2024: US$7 million). This is because the Company is able to control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.
Deferred tax assets per location are as follows:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||||
|---|---|---|---|---|---|---|
| \u00a0 | Assets | Liabilities | Net | Assets | Liabilities | Net |
Switzerland | 261 | 68 | 193 | 282 | 82 | 200 |
Monaco | 13 | 10 | 4 | 10 | 9 | 2 |
Guyana | 6 | 5 | 1 | 4 | 57 | (53) |
the Netherlands | 7 | 8 | (1) | 6 | 5 | 1 |
Angola | - | 10 | (10) | 0 | 20 | (20) |
Other | 13 | 8 | 5 | 8 | 5 | 3 |
Book value at 31 December | 301 | 109 | 192 | 311 | 178 | 133 |
Following the early sale of FPSO ONE GUYANA completed on February 4, 2026, the Company derecognized a major part of deferred tax liabilities during the year of 2025 that would have been otherwise amortized over the lease contract period related to this unit.
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Materials and consumables | \u00a0 | 7 | 10 |
Multi-purpose floaters under construction and related equipment | \u00a0 | 324 | 27 |
Total | \u00a0 | 332 | 37 |
Multi-purpose floaters (\u2019MPFs\u2019) under construction and related equipment mainly relate to the ongoing EPC phase of any Fast4Ward\u00ae new build hulls. Fast4Ward\u00ae hulls and related equipment remain in inventory until they are allocated to a specific FPSO contract.
The increase of the inventory balance at year-end 2025 mainly relates to multi-purpose hulls for use on future FPSO projects. As of December 31, 2025, the Company has two MPFs under construction (December 31, 2024: two MPFs under construction).
| \u00a0 | Note | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Trade debtors | \u00a0 | 385 | 309 |
Other accrued income | \u00a0 | 471 | 464 |
Prepayments | \u00a0 | 239 | 311 |
Accrued income in respect of delivered orders | \u00a0 | 25 | 5 |
Other receivables | \u00a0 | 65 | 245 |
Taxes and social security | \u00a0 | 123 | 103 |
Current portion of loans to joint ventures and associates | 6 | (0) | |
Total | \u00a0 | 1,314 | 1,438 |
The increase in \u2019Trade debtors\u2019 of US$75 million is mainly due to the completion of construction of FPSO ONE GUYANA and the progress on construction of FPSO Jaguar.
The increase in \u2019Other accrued income\u2019 is mainly due to (i) FPSOs Almirante Tamandar\u00e9, Alexandre de Gusm\u00e3o and ONE GUYANA joining the fleet during the period and (ii) the growth support to the fleet through brownfield projects.
The decrease in prepayments of US$(72) million is mainly related to the consumption of prepayments for Sale and Operate FPSOs under construction, partially offset by the increase of advance payments to the yard for multi-purpose floaters under construction that have not yet been allocated to a project.
The decrease in \u2019Other receivables\u2019 mainly relates to the payment of the final settlement agreement with the Company\u2018s insurers relating to the repair of tanks in FPSO Cidade de Anchieta1 and the consideration received from AOSL in the amount of US$43 million for 20% of the Company\u2019s shareholding in the lease and operating entities related to N\u2019Goma FPSO following the share purchase agreement signed in 2024.
The carrying amounts of the Company\u2019s trade debtors are distributed in the following countries:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Guyana / Suriname | \u00a0 | 240 | 167 |
Angola | \u00a0 | 96 | 82 |
Brazil | \u00a0 | 22 | 13 |
Equatorial Guinea | \u00a0 | 16 | 21 |
Canada | \u00a0 | 8 | 9 |
Mexico | \u00a0 | - | 9 |
Other | \u00a0 | 2 | 8 |
Total | \u00a0 | 385 | 309 |
The trade debtors\u2018 balance is the nominal value less an allowance for estimated impairment losses as follows:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Nominal amount | \u00a0 | 385 | 313 |
Impairment allowance | \u00a0 | (1) | (4) |
Total | \u00a0 | 385 | 309 |
The allowance for impairment represents the Company\u2019s 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 \u2019Net impairment losses on financial and contract assets\u2019 of the consolidated income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovery.
The ageing of the nominal amounts of the trade debtors is as follows:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||
|---|---|---|---|---|
| \u00a0 | Nominal | Impairment | Nominal | Impairment |
Not past due | 210 | - | 170 | (2) |
Past due 0-30 days | 154 | - | 16 | (0) |
Past due 31-120 days | 4 | - | 107 | (0) |
Past due 121- 365 days | 14 | - | 8 | (0) |
More than one year | 3 | (1) | 13 | (1) |
Total | 385 | (1) | 313 | (4) |
Not past due are those receivables for which either the contractual or \u2019normal\u2019 payment date has not yet elapsed. Past due are those amounts for which either the contractual or the \u2019normal\u2019 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 \u2212 Fair Values and Risk Management.
| \u00a0 | Notes | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Trade payables | \u00a0 | 252 | 237 |
Accruals on projects and vessels | \u00a0 | 622 | 608 |
Accruals regarding delivered orders | \u00a0 | 171 | 56 |
Other payables | \u00a0 | 137 | 109 |
Contract liability | 343 | 31 | |
Pension taxation | \u00a0 | 12 | 10 |
Taxation and social security costs | \u00a0 | 83 | 86 |
Current portion of deferred income | \u00a0 | 1 | 2 |
Other non-trade payables | \u00a0 | 85 | 78 |
Total | 1,707 | 1,216 |
Payables related to \u2019Taxation and social security costs\u2019 includes uncertain tax positions related mainly to various taxes other than corporate income tax.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "table-blocktag-i15532": { "value": "| \u00a0 | Note | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Trade debtors | \u00a0 | 385 | 309 |
Other accrued income | \u00a0 | 471 | 464 |
Prepayments | \u00a0 | 239 | 311 |
Accrued income in respect of delivered orders | \u00a0 | 25 | 5 |
Other receivables | \u00a0 | 65 | 245 |
Taxes and social security | \u00a0 | 123 | 103 |
Current portion of loans to joint ventures and associates | 6 | (0) | |
Total | \u00a0 | 1,314 | 1,438 |
The decrease in prepayments of US$(72) million is mainly related to the consumption of prepayments for Sale and Operate FPSOs under construction, partially offset by the increase of advance payments to the yard for multi-purpose floaters under construction that have not yet been allocated to a project.
", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i15747": { "value": "Further information about the financial risk management objectives and policies, the fair value measurement and hedge accounting of financial derivative instruments is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
In the ordinary course of business and in accordance with its hedging policies as of December 31, 2025, the Company held multiple currency 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 and interest option contracts designated as hedges of interest rate financing exposure. The most important floating rate is the US$ 3-month SOFR.
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:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||||
|---|---|---|---|---|---|---|
| \u00a0 | Assets | Liabilities | Net | Assets | Liabilities | Net |
Interest rate swaps cash flow hedge | 216 | 3 | 213 | 373 | 4 | 369 |
Interest rate options cash flow hedge | 8 | - | 8 | 7 | - | 7 |
Forward currency contracts cash flow hedge | 109 | 7 | 102 | 0 | 179 | (179) |
Forward currency contracts fair value through profit and loss | 36 | 13 | 23 | 49 | 82 | (33) |
Commodity contracts cash flow hedge | - | 1 | (1) | 0 | 1 | (1) |
Total | 368 | 24 | 344 | 429 | 266 | 163 |
Non-current portion | 205 | 4 | 202 | 305 | 64 | 241 |
Current portion | 162 | 20 | 142 | 124 | 201 | (78) |
The increase in the net balance of derivative assets and liabilities of US$181 million is mostly related to (i) the increase in marked-to-market value of forward currency contracts, driven by the depreciation of the US$ exchange rate versus the hedged currencies (especially EUR and BRL), partially offset by (ii) the negative impact of the marked-to-market value of interest rate swaps due to decreasing US$ market interest rates.
The ineffective portion of fair value changes arising from cash flow hedges of US$1 million was recognized in the income statement in 2025 (2024: no ineffectiveness). The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the statement of financial position.
The following table indicates the period in which the cash flows associated with the cash-flow hedges are expected to occur and the carrying amounts of the related hedging instruments. The amounts disclosed in the table are the contractual undiscounted cash flows. The future interest cash flows for interest rate swaps are estimated using the forward rates as at the reporting date.
| \u00a0 | Carrying amount | Less than | Between | More than | Total |
|---|---|---|---|---|---|
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps (SOFR) | 213 | 29 | 145 | 51 | 225 |
Interest rate options (SOFR) | 8 | - | - | 13 | 13 |
Forward currency contracts | 102 | 92 | 21 | - | 113 |
Commodity contracts | (1) | (0) | (1) | - | (1) |
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps (SOFR) | 369 | 77 | 148 | 163 | 389 |
Interest rate options (SOFR) | 7 | - | - | 12 | 12 |
Forward currency contracts | (179) | (135) | (65) | - | (200) |
Commodity contracts | (1) | (1) | - | - | (1) |
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.
| \u00a0 | Carrying amount | Less than | Between | More than | Total |
|---|---|---|---|---|---|
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps (SOFR) | 213 | 29 | 145 | 51 | 225 |
Interest rate options (SOFR) | 8 | - | - | 13 | 13 |
Forward currency contracts | 102 | 92 | 21 | - | 113 |
Commodity contracts | (1) | (0) | (1) | - | (1) |
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps (SOFR) | 369 | 77 | 148 | 163 | 389 |
Interest rate options (SOFR) | 7 | - | - | 12 | 12 |
Forward currency contracts | (179) | (135) | (65) | - | (200) |
Commodity contracts | (1) | (1) | - | - | (1) |
Gains and losses recognized in the hedging reserve in equity on interest rate swap contracts will be continuously released to the income statement until the final repayment of the hedged items (please refer to note 4.3.22 Equity Attributable to Shareholders).
Gains and losses recognized in the hedging reserve in equity on interest rate option contracts will be continuously released to the income statement until the final repayment of the hedged items (please refer to note 4.3.22 Equity Attributable to Shareholders).
Gains and losses recognized in the hedging reserve on forward currency contracts are recognized in the income statement in the period or periods during which the hedged transaction affects the income statement. This is mainly within 12 months of the statement of financial position date, unless the gain or loss is included in the initial amount recognized in the carrying amount of fixed assets, in which case recognition is over the lifetime of the asset. If the gain or loss is included in the initial amount recognized in the carrying amount of the cost incurred on construction contracts, the recognition is over time.
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 inventories or assets 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.
Further information about the financial risk management objectives and policies, the fair value measurement and hedge accounting of financial derivative instruments is included in note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
In the ordinary course of business and in accordance with its hedging policies as of December 31, 2025, the Company held multiple currency 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 and interest option contracts designated as hedges of interest rate financing exposure. The most important floating rate is the US$ 3-month SOFR.
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:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||||
|---|---|---|---|---|---|---|
| \u00a0 | Assets | Liabilities | Net | Assets | Liabilities | Net |
Interest rate swaps cash flow hedge | 216 | 3 | 213 | 373 | 4 | 369 |
Interest rate options cash flow hedge | 8 | - | 8 | 7 | - | 7 |
Forward currency contracts cash flow hedge | 109 | 7 | 102 | 0 | 179 | (179) |
Forward currency contracts fair value through profit and loss | 36 | 13 | 23 | 49 | 82 | (33) |
Commodity contracts cash flow hedge | - | 1 | (1) | 0 | 1 | (1) |
Total | 368 | 24 | 344 | 429 | 266 | 163 |
Non-current portion | 205 | 4 | 202 | 305 | 64 | 241 |
Current portion | 162 | 20 | 142 | 124 | 201 | (78) |
The increase in the net balance of derivative assets and liabilities of US$181 million is mostly related to (i) the increase in marked-to-market value of forward currency contracts, driven by the depreciation of the US$ exchange rate versus the hedged currencies (especially EUR and BRL), partially offset by (ii) the negative impact of the marked-to-market value of interest rate swaps due to decreasing US$ market interest rates.
The ineffective portion of fair value changes arising from cash flow hedges of US$1 million was recognized in the income statement in 2025 (2024: no ineffectiveness). The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the statement of financial position.
| \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|
Cash and bank balances | 522 | 100 |
Short-term investments | 564 | 706 |
Cash and cash equivalent | 1,086 | 806 |
Net cash and cash equivalent | 1,086 | 806 |
The increase of the cash and bank balances mainly relates to:
Net operating cash flows from the fleet under operations and from Turnkey activities;
Company strategy on drawdowns on the RCF and construction financing;
The payment of the final settlement agreement with the Company\u2018s insurers relating to the repair of tanks in FPSO Cidade de Anchieta; and
Full drawdown of the sale and leaseback financing agreement for FPSO Cidade de Paraty.
Which together with some of the Company\u2019s existing cash were partially used to:
Return funds to the shareholders and non-controlling interests through dividends and share repurchase programs;
Fully repay US private placement notes in relation to FPSO Cidade de Anchieta; and
Serve the Company\u2019s non-recourse debt and interest in accordance with the respective repayment schedules.
The cash and cash equivalents dedicated to debt and interest payments (and therefore restricted) amounted to US$341 million as per December 31, 2025 (2024: US$201 million). Short-term investment deposits are made for varying periods of up to one year, usually less than three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.
The cash and cash equivalents held in countries with restrictions on currency outflow (Angola, Brazil, China and Nigeria) amounted to US$23 million (December 31, 2024: US$56 million, which also included Equatorial Guinea). 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 \u2212 Fair Values and Risk Management.
| \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|
Cash and bank balances | 522 | 100 |
Short-term investments | 564 | 706 |
Cash and cash equivalent | 1,086 | 806 |
Net cash and cash equivalent | 1,086 | 806 |
The increase of the cash and bank balances mainly relates to:
Net operating cash flows from the fleet under operations and from Turnkey activities;
Company strategy on drawdowns on the RCF and construction financing;
The payment of the final settlement agreement with the Company\u2018s insurers relating to the repair of tanks in FPSO Cidade de Anchieta; and
Full drawdown of the sale and leaseback financing agreement for FPSO Cidade de Paraty.
Which together with some of the Company\u2019s existing cash were partially used to:
Return funds to the shareholders and non-controlling interests through dividends and share repurchase programs;
Fully repay US private placement notes in relation to FPSO Cidade de Anchieta; and
Serve the Company\u2019s non-recourse debt and interest in accordance with the respective repayment schedules.
The cash and cash equivalents dedicated to debt and interest payments (and therefore restricted) amounted to US$341 million as per December 31, 2025 (2024: US$201 million). Short-term investment deposits are made for varying periods of up to one year, usually less than three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.
The cash and cash equivalents held in countries with restrictions on currency outflow (Angola, Brazil, China and Nigeria) amounted to US$23 million (December 31, 2024: US$56 million, which also included Equatorial Guinea). 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 \u2212 Fair Values and Risk Management.
The cash and cash equivalents held in countries with restrictions on currency outflow (Angola, Brazil, China and Nigeria) amounted to US$23 million (December 31, 2024: US$56 million, which also included Equatorial Guinea). These restrictions do not limit the liquidity of the cash balances.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRestrictedCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i15776": { "value": "For a consolidated overview of changes in equity reference is made to 4.2.4 Consolidated Statement of Changes in Equity.
Following the approval by the General Meeting, the Articles of Association of the Company were amended on April 10, 2025, reducing the authorized share capital of the Company from two hundred million euro (EUR200,000,000) to one hundred fifty million euro (EUR150,000,000). This share capital is divided into three hundred million (300,000,000; previously: 400,000,000) ordinary shares with a nominal value of twenty-five eurocents (EUR0.25) each and three hundred million (300,000,000; previously: 400,000,000) protective preference shares, with a nominal value of twenty-five eurocents (EUR0.25) each. The protective preference shares can be issued as a protective measure as described in note 2.1.8 Stichting Continu\u00efteit SBM Offshore.
The total number of ordinary shares issued and fully paid at December 31, 2025 was 171,361,365 (December 31, 2024: 176,361,365). No protective preference shares have been issued.
During the financial year the movements in the number of ordinary shares issued and fully paid are as follows:
number of shares | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Ordinary shares issued and fully paid at 1 January | \u00a0 | 176,361,365 | 180,671,305 |
Treasury shares cancelled | \u00a0 | (5,000,000) | (4,309,940) |
Ordinary shares issued and fully paid 31 December | \u00a0 | 171,361,365 | 176,361,365 |
A total number of 2,707,3181 treasury shares are reported in the ordinary shares issued and fully paid as at December 31, 2025 (December 31, 2024: 1,798,914) and are held partially for employee share programs. During 2025, a total of 1,461,821 shares (2024: 1,564,747) were transferred to management and employee share programs.
The Company completed its EUR130 million share repurchase program initiated in 2024. In the period between March 1, 2024, and April 23, 2025, a total number of shares of 7,978,332 were repurchased, at an average price of EUR16.29 per share, representing a total of EUR130 million. The objective of the program is to reduce share capital and, in addition, to provide shares for regular management and employee share programs. The repurchase program was accomplished under the authorization granted by the Annual General Meeting of the Company on April 13, 2023, and the authorization of April 12, 2024. Repurchased shares not allocated to regular management and employee share programs are cancelled.
As of December 31, 2025, the Company\u2019s cumulative repurchase in relation to the share repurchase program effective from April 24, 2025, for a total amount of EUR141 million (equivalent to US$150 million2 ) amounted to EUR117 million (equivalent to US$125 million2). The repurchase program is expected to be completed by February 26, 2026, and it is accomplished under the authorization granted by the Annual General Meeting of the Company on April 9, 2025. The objective of the program is to reduce share capital and, in addition, to provide shares for regular management and employee share programs (maximum US$25 million). Repurchased shares not allocated to regular management end employee share programs will be cancelled.
In line with the progress of the share repurchase program, the Company cancelled 5,000,000 ordinary shares on November 3, 2025, representing 2.8% of the Company\u2019s issued share capital. The total and final number of shares to be cancelled will be determined upon completion of the share repurchase program.
In terms of ordinary shares, 685,118 shares were held by members of Management Board, in office as at December 31, 2025 (December 31, 2024: 576,428) as detailed below:
| \u00a0 | Shares subject to conditional holding requirement | Other shares | Total shares at 31 December 2025 | Total shares at 31 December 2024 |
|---|---|---|---|---|
\u00d8ivind Tangen | 204,784 | 97,739 | 302,523 | 235,254 |
Douglas Wood | 188,491 | 194,104 | 382,595 | 341,174 |
Total | 393,275 | 291,843 | 685,118 | 576,428 |
The other reserves comprise the hedging reserve, actuarial gains/losses, the foreign currency translation reserve and IFRS 2 reserves. The movement and breakdown of the other reserves can be stated as follows (all amounts are expressed net of deferred taxes):
| \u00a0 | Hedging reserve Forward currency contracts | Hedging reserve Interest rate swaps | Actuarial gain/(loss) on defined benefit provisions | Foreign currency translation reserve | IFRS 2 Reserves | Protective share reserve | Total other reserves |
|---|---|---|---|---|---|---|---|
Balance at 1 January 2024 | 44 | 224 | 11 | (105) | 25 | 26 | 224 |
Cash flow hedges | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in fair value | (249) | 56 | - | - | - | - | (193) |
Deferred tax on cash flow hedges | 25 | (3) | - | - | - | - | 22 |
Transfer to financial income and expenses | 3 | 3 | - | - | - | - | 5 |
Transfer to construction contracts and property, plant and equipment | 10 | - | - | - | - | - | 10 |
Transfer to operating profit and loss | 19 | (16) | - | 35 | - | - | 38 |
IFRS 2 share-based payments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
IFRS 2 vesting costs for the year | - | - | - | - | 21 | - | 21 |
IFRS 2 vested share-based payments | - | - | - | - | (19) | - | (19) |
Actuarial gain/(loss) on defined benefit provision | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in defined benefit provision due to changes in actuarial assumptions | - | - | 0 | - | - | - | 0 |
Foreign currency variations | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Foreign currency variations | - | - | - | 1 | (2) | - | (1) |
Mergers and acquisitions | - | 1 | - | (0) | - | - | 0 |
Other movements | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Reclassification | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | - | - |
Balance at 31 December 2024 | (149) | 264 | 11 | (70) | 25 | 26 | 108 |
Cash flow hedges | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in fair value | 327 | (91) | - | - | - | - | 236 |
Deferred tax on cash flow hedges | (45) | 15 | - | - | - | - | (30) |
Transfer to financial income and expenses | 1 | (12) | - | - | - | - | (11) |
Transfer to construction contracts and property, plant and equipment | (4) | - | - | - | - | - | (4) |
Transfer to operating profit and loss | (18) | - | - | (1) | - | - | (19) |
IFRS 2 share-based payments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
IFRS 2 vesting costs for the year | - | - | - | - | 23 | - | 23 |
IFRS 2 vested share-based payments | 0 | (0) | - | - | (20) | - | (20) |
Actuarial gain/(loss) on defined benefit provision | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in defined benefit provision due to changes in actuarial assumptions | - | - | 1 | - | - | - | 1 |
Foreign currency variations | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Foreign currency variations | - | - | (0) | (3) | 3 | 0 | 0 |
Mergers and acquisitions | - | 0 | 0 | 2 | - | - | 2 |
Other movements | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Reclassification | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | - | - |
Balance at 31 December 2025 | 111 | 176 | 12 | (72) | 32 | 26 | 286 |
The hedging reserve consists of the effective portion of cash-flow hedging instruments related to hedged transactions that have not yet occurred, net of deferred taxes. The decreased fair value of interest rate swaps mainly arises from decreasing US$ market interest rates whereas the increased fair value of forward currency contracts is mainly driven by the depreciation of the US$ exchange rate versus the hedged currencies (especially EUR and BRL).
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 Continu\u00efteit 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 \u2019Protective Preference Shares\u2019 reserve amounting to US$26 million was created at the expense of the share premium reserve at the level of the Company. If and when Stichting Continuite\u00eft 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\u2019s shareholders are restricted to the amount of the statutory reserves.
The Company\u2019s total equity as at December 31, 2025 is US$4,406 million, out of which US$1,750 million relates to legal reserves and US$26 million relates to the statutory reserves (December 31, 2024: Total equity of US$3,619 million out of which US$1,921 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\u2019 Equity.
Following the approval by the General Meeting, the Articles of Association of the Company were amended on April 10, 2025, reducing the authorized share capital of the Company from two hundred million euro (EUR200,000,000) to one hundred fifty million euro (EUR150,000,000). This share capital is divided into three hundred million (300,000,000; previously: 400,000,000) ordinary shares with a nominal value of twenty-five eurocents (EUR0.25) each and three hundred million (300,000,000; previously: 400,000,000) protective preference shares, with a nominal value of twenty-five eurocents (EUR0.25) each. The protective preference shares can be issued as a protective measure as described in note 2.1.8 Stichting Continu\u00efteit SBM Offshore.
The total number of ordinary shares issued and fully paid at December 31, 2025 was 171,361,365 (December 31, 2024: 176,361,365). No protective preference shares have been issued.
During the financial year the movements in the number of ordinary shares issued and fully paid are as follows:
number of shares | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Ordinary shares issued and fully paid at 1 January | \u00a0 | 176,361,365 | 180,671,305 |
Treasury shares cancelled | \u00a0 | (5,000,000) | (4,309,940) |
Ordinary shares issued and fully paid 31 December | \u00a0 | 171,361,365 | 176,361,365 |
A total number of 2,707,3181 treasury shares are reported in the ordinary shares issued and fully paid as at December 31, 2025 (December 31, 2024: 1,798,914) and are held partially for employee share programs. During 2025, a total of 1,461,821 shares (2024: 1,564,747) were transferred to management and employee share programs.
The Company completed its EUR130 million share repurchase program initiated in 2024. In the period between March 1, 2024, and April 23, 2025, a total number of shares of 7,978,332 were repurchased, at an average price of EUR16.29 per share, representing a total of EUR130 million. The objective of the program is to reduce share capital and, in addition, to provide shares for regular management and employee share programs. The repurchase program was accomplished under the authorization granted by the Annual General Meeting of the Company on April 13, 2023, and the authorization of April 12, 2024. Repurchased shares not allocated to regular management and employee share programs are cancelled.
As of December 31, 2025, the Company\u2019s cumulative repurchase in relation to the share repurchase program effective from April 24, 2025, for a total amount of EUR141 million (equivalent to US$150 million2 ) amounted to EUR117 million (equivalent to US$125 million2). The repurchase program is expected to be completed by February 26, 2026, and it is accomplished under the authorization granted by the Annual General Meeting of the Company on April 9, 2025. The objective of the program is to reduce share capital and, in addition, to provide shares for regular management and employee share programs (maximum US$25 million). Repurchased shares not allocated to regular management end employee share programs will be cancelled.
In line with the progress of the share repurchase program, the Company cancelled 5,000,000 ordinary shares on November 3, 2025, representing 2.8% of the Company\u2019s issued share capital. The total and final number of shares to be cancelled will be determined upon completion of the share repurchase program.
In terms of ordinary shares, 685,118 shares were held by members of Management Board, in office as at December 31, 2025 (December 31, 2024: 576,428) as detailed below:
| \u00a0 | Shares subject to conditional holding requirement | Other shares | Total shares at 31 December 2025 | Total shares at 31 December 2024 |
|---|---|---|---|---|
\u00d8ivind Tangen | 204,784 | 97,739 | 302,523 | 235,254 |
Douglas Wood | 188,491 | 194,104 | 382,595 | 341,174 |
Total | 393,275 | 291,843 | 685,118 | 576,428 |
A total number of 2,707,3181 treasury shares are reported in the ordinary shares issued and fully paid as at December 31, 2025 (December 31, 2024: 1,798,914) and are held partially for employee share programs. During 2025, a total of 1,461,821 shares (2024: 1,564,747) were transferred to management and employee share programs.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTreasurySharesExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i16171": { "value": "The other reserves comprise the hedging reserve, actuarial gains/losses, the foreign currency translation reserve and IFRS 2 reserves. The movement and breakdown of the other reserves can be stated as follows (all amounts are expressed net of deferred taxes):
| \u00a0 | Hedging reserve Forward currency contracts | Hedging reserve Interest rate swaps | Actuarial gain/(loss) on defined benefit provisions | Foreign currency translation reserve | IFRS 2 Reserves | Protective share reserve | Total other reserves |
|---|---|---|---|---|---|---|---|
Balance at 1 January 2024 | 44 | 224 | 11 | (105) | 25 | 26 | 224 |
Cash flow hedges | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in fair value | (249) | 56 | - | - | - | - | (193) |
Deferred tax on cash flow hedges | 25 | (3) | - | - | - | - | 22 |
Transfer to financial income and expenses | 3 | 3 | - | - | - | - | 5 |
Transfer to construction contracts and property, plant and equipment | 10 | - | - | - | - | - | 10 |
Transfer to operating profit and loss | 19 | (16) | - | 35 | - | - | 38 |
IFRS 2 share-based payments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
IFRS 2 vesting costs for the year | - | - | - | - | 21 | - | 21 |
IFRS 2 vested share-based payments | - | - | - | - | (19) | - | (19) |
Actuarial gain/(loss) on defined benefit provision | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in defined benefit provision due to changes in actuarial assumptions | - | - | 0 | - | - | - | 0 |
Foreign currency variations | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Foreign currency variations | - | - | - | 1 | (2) | - | (1) |
Mergers and acquisitions | - | 1 | - | (0) | - | - | 0 |
Other movements | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Reclassification | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | - | - |
Balance at 31 December 2024 | (149) | 264 | 11 | (70) | 25 | 26 | 108 |
Cash flow hedges | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in fair value | 327 | (91) | - | - | - | - | 236 |
Deferred tax on cash flow hedges | (45) | 15 | - | - | - | - | (30) |
Transfer to financial income and expenses | 1 | (12) | - | - | - | - | (11) |
Transfer to construction contracts and property, plant and equipment | (4) | - | - | - | - | - | (4) |
Transfer to operating profit and loss | (18) | - | - | (1) | - | - | (19) |
IFRS 2 share-based payments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
IFRS 2 vesting costs for the year | - | - | - | - | 23 | - | 23 |
IFRS 2 vested share-based payments | 0 | (0) | - | - | (20) | - | (20) |
Actuarial gain/(loss) on defined benefit provision | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Change in defined benefit provision due to changes in actuarial assumptions | - | - | 1 | - | - | - | 1 |
Foreign currency variations | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Foreign currency variations | - | - | (0) | (3) | 3 | 0 | 0 |
Mergers and acquisitions | - | 0 | 0 | 2 | - | - | 2 |
Other movements | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Reclassification | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | - | - |
Balance at 31 December 2025 | 111 | 176 | 12 | (72) | 32 | 26 | 286 |
The hedging reserve consists of the effective portion of cash-flow hedging instruments related to hedged transactions that have not yet occurred, net of deferred taxes. The decreased fair value of interest rate swaps mainly arises from decreasing US$ market interest rates whereas the increased fair value of forward currency contracts is mainly driven by the depreciation of the US$ exchange rate versus the hedged currencies (especially EUR and BRL).
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 Continu\u00efteit 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 \u2019Protective Preference Shares\u2019 reserve amounting to US$26 million was created at the expense of the share premium reserve at the level of the Company. If and when Stichting Continuite\u00eft 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\u2019s shareholders are restricted to the amount of the statutory reserves.
The Company\u2019s total equity as at December 31, 2025 is US$4,406 million, out of which US$1,750 million relates to legal reserves and US$26 million relates to the statutory reserves (December 31, 2024: Total equity of US$3,619 million out of which US$1,921 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\u2019 Equity.
The line item \u2019Borrowings and lease liabilities\u2019 in the consolidated statement of financial position is further detailed as follows:\u00a0
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Borrowings | \u00a0 | 6,488 | 7,632 |
Lease liabilities | \u00a0 | 98 | 82 |
Total Non-current portion of Borrowings and lease liabilities | \u00a0 | 6,587 | 7,714 |
Borrowings | \u00a0 | 2,551 | 1,218 |
Lease liabilities | \u00a0 | 17 | 11 |
Total Current portion of Borrowings and lease liabilities | \u00a0 | 2,568 | 1,229 |
\u00a0
The movement in interest bearing borrowings is as follows:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Non-current portion | \u00a0 | 7,632 | 8,112 |
Add: current portion | \u00a0 | 1,218 | 1,093 |
Remaining principal at 1 January | \u00a0 | 8,850 | 9,206 |
Additions | \u00a0 | 1,762 | 2,438 |
Redemptions | \u00a0 | (1,610) | (2,988) |
Transaction and amortized costs | \u00a0 | 74 | 38 |
Other movements | \u00a0 | (36) | 155 |
Total movements | \u00a0 | 189 | (356) |
Remaining principal at 31 December | \u00a0 | 9,039 | 8,850 |
Less: Current portion | \u00a0 | (2,551) | (1,218) |
Non-current portion | \u00a0 | 6,488 | 7,632 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Transaction and amortized costs | \u00a0 | 360 | 434 |
Remaining principal at 31 December (excluding transaction and amortized costs) | \u00a0 | 9,399 | 9,284 |
Less: Current portion | \u00a0 | (2,609) | (1,277) |
Non-current portion | \u00a0 | 6,790 | 8,007 |
The additions in borrowings of US$1,762 million mainly relate to (i) drawdowns on project finance facilities for FPSO ONE GUYANA and FPSO Alexandre de Gusm\u00e3o, (ii) drawdown on construction financing for FPSO Jaguar, (iii) full drawdown of the sale and leaseback financing agreement for FPSO Cidade de Paraty and (iv) drawdowns on the new RCF agreement and on the Company\u2019s SCF.
As announced on April 9, 2025, the Company has signed a non-recourse sale and leaseback financing agreement for FPSO Cidade de Paraty for the total amount of US$400 million and with a tenor of 8 years. The facility has been fully drawn as of April 24, 2025.
The redemptions are mostly related to (i) the non-recourse debt repayment schedules, (ii) the full repayment of the MPF facility, (iii) the repayment of the existing RCF agreement, (iv) the full repayment of the US private placement notes in relation to FPSO Cidade de Anchieta and (v) repayments on the Company\u2019s SCF.
On June 17, 2025, the Company repaid in full the US private placement notes in relation to FPSO Cidade de Anchieta for a total amount of US$101 million. The repayment was done in anticipation as the initial maturity date was on September 15, 2027.
For further disclosures about fair value measurement, the Company refers to note 4.3.27 Financial Instruments \u2212 Fair Values and Risk Management.
The Company has no \u2019off-balance sheet\u2019 financing through special purpose entities. All long-term debt is included in the consolidated statement of financial position.
The borrowings, excluding the amount of transactions and amortized costs, have the following forecast repayment schedule:
| \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Within one year | \u00a0 | 2,609 | 1,277 |
Between 1 and 2 years | \u00a0 | 1,664 | 754 |
Between 2 and 5 years | \u00a0 | 1,695 | 3,744 |
More than 5 years | \u00a0 | 3,431 | 3,509 |
Balance at 31 December | \u00a0 | 9,399 | 9,284 |
The increase in the current portion of the borrowings reflects the early sale of FPSO ONE GUYANA completed on February 4, 2026, ahead of the end of the maximum lease term in August 2027, which triggered the full repayment of the associated loan at the date of sale.
The borrowings by entity are as follows:
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | Net book value at 31 December 2025 | Net book value at 31 December 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
Entity name | Project name or nature of loan | % Ownership | % Interest1 | Maturity | Non-current | Current | Total | Non-current | Current | Total |
Project Finance facilities drawn | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
SBM Baleia Azul S.\u00e0.r.l. | FPSO Cidade de Anchieta | 100.00 | 5.50% | 15-sep-272 | - | - | - | 78 | 44 | 122 |
Alfa Lula Alto S.\u00e0.r.l. | FPSO Cidade de Maric\u00e1 | 61.00 | 5.60% | 17-Dec-29 | 267 | 143 | 409 | 409 | 135 | 544 |
Beta Lula Central S.\u00e0.r.l. | FPSO Cidade de Saquarema | 61.00 | 4.20% | 15-Jun-30 | 477 | 120 | 597 | 598 | 114 | 712 |
Sonasing Xikomba Limited | N\u2019Goma FPSO | 60.00 | 4.05% | 15-May-26 | - | 40 | 40 | 40 | 77 | 117 |
Mero 2 Owning B.V. | FPSO Sepetiba | 51.00 | 4.15% | 15-Mar-38 | 1,152 | 99 | 1,251 | 1,251 | 90 | 1,341 |
Tamandare Owning B.V. | FPSO Almirante Tamandar\u00e9 | 55.00 | 6.30% | 15-Dec-38 | 1,348 | 76 | 1,424 | 1,407 | 90 | 1,497 |
Mero 4 Owning B.V. | FPSO Alexandre de Gusm\u00e3o | 55.00 | 6.80% | 15-May-39 | 1,383 | 91 | 1,474 | 1,210 | 5 | 1,215 |
GY-DW-UK-IV Limited | FPSO ONE GUYANA | 100.00 | SOFR + 2.20% | 31-Jul-27 | - | 1,7393 | 1,739 | 1,473 | 0 | 1,473 |
Senior secured notes | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
Guara Norte S.\u00e0.r.l. | FPSO Cidade de Ilhabela | 75.00 | 5.20% | 15-Jun-34 | 565 | 55 | 620 | 620 | 52 | 672 |
Guaranteed project finance facilities drawn | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
SBM SWISS WT SA | FPSO Jaguar | 100.00 | SOFR + 2.50% | 30-Apr-27 | 990 | (10) | 980 | 461 | (3) | 458 |
Revolving credit facility | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
SBM Holding Inc. S.A. | Corporate Facility | 100.00 | Variable | 15-Apr-30 | (3) | 99 | 96 | (0) | 500 | 500 |
SBM Holding Inc. S.A. | Fast4Ward\u00ae hull financing | 100.00 | SOFR + 2.1% | 24-Apr-25 | - | - | - | (0) | 89 | 89 |
Other | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
Guara Norte Swiss Holding SA | FPSO Cidade de Ilhabela | 100.00 | 7.47% | 30-Jan-26 | - | 50 | 50 | 50 | 25 | 75 |
Tupi Nordeste S.\u00e0.r.l. | FPSO Cidade de Paraty | 63.13 | 7.00% | 15-Mar-33 | 309 | 49 | 358 | - | - | - |
Brazilian Deepwater Production B.V. | FPSO Espirito Santo | 100.00 | SOFR + 1.05% | 31-Jan-292 | - | - | - | 27 | - | 27 |
Brazilian Deepwater Production Contractors Ltd. | FPSO Espirito Santo | 100.00 | 3.00% | 31-Dec-282 | - | - | - | 9 | - | 9 |
Other | \u00a0 | 100.00 | \u00a0 | \u00a0 | - | - | - | 0 | - | 0 |
Net book value of loans and borrowings | 6,488 | 2,551 | 9,039 | 7,632 | 1,218 | 8,850 |
For the project finance facilities, the operational vessels are mortgaged to the banks or to note holders.
The Company has available facilities resulting from the undrawn portions of (i) the Company\u2018s RCF, (ii) FPSO Jaguar project facility and (iii) short-term uncommitted credit lines and SCF.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Expiring within one year | \u00a0 | 534 | 892 |
Expiring beyond one year | \u00a0 | 1,505 | 1,520 |
Total | \u00a0 | 2,039 | 2,412 |
The Company has available short-term credit lines and borrowing facilities resulting from the undrawn part of the RCF.
As announced on April 10, 2025, the Company has signed a US$1.1 billion unsecured RCF with a group of 13 international banks to refinance its existing US$1.0 billion RCF, which was due to expire in February 2026. The new RCF has a tenor of five years and two one-year extension options as well as an uncommitted option to increase the facility by up to US$500 million.
When needed, the RCF allows the Company to finance general corporate purposes and working capital needs during the construction of floating production solutions. Eligible green projects can be funded under a specific green tranche of US$100 million.
The pricing of the RCF is currently based on SOFR. The margin is adjusted in accordance with the applicable net leverage ratio, ranging from a minimum level of 0.70% p.a. (0.60% for the green tranche) to a maximum of 1.80% p.a. (1.70% for the green tranche). As of December 31, 2025, the Company has drawn US$100 million under the green tranche of RCF.
As announced on December 15, 2023, the Company secured a US$210 million revolving credit facility for the financing of the construction of Fast4Ward\u00ae Multi-Purpose Floater (MPF) hulls. The pricing was based on SOFR and a margin, which was 1.90% per annum for the first 12 months and thereafter 2.10% per annum. This revolving credit facility was fully repaid and cancelled in April 2025.
Starting April 2023, the Company secured short-term funds in the form of an uncommitted Supply Chain Financing (SCF) program to optimize working capital. The first SCF facility was signed in April 2023 for a notional amount of EUR50 million (or US$ equivalent). The interest is based on a reference rate, depending on the tenor and currency (such as Term SOFR for US$) of the individual utilizations. The margin is adjusted in accordance with the currency of the utilization, 0.85% p.a. for payables denominated in EUR and 0.95% p.a. in US$.
In 2024, the Company expanded its uncommitted SCF program to a total of US$260 million with margins ranging from 1.35% to 2.75%.
The Company has utilized the SCF facilities during the year with no outstanding balance as of December 31, 2025.
On June 17, 2025, the Company repaid in full the US private placement notes in relation to FPSO Cidade de Anchieta for a total amount of US$101 million. The repayment was done in anticipation as the initial maturity date was on September 15, 2027.
The following key financial covenants apply to the RCF, as agreed with the respective lenders on April 10, 2025, and, unless
stated otherwise, relate to the Company\u2019s consolidated financial statements:
Solvency: Consolidated IFRS Tangible Net Worth divided by Consolidated IFRS Tangible Assets must be > 25%, for which the calculation method in the new RCF remains the same as previously;
Interest Cover Ratio: Consolidated Directional Underlying EBITDA divided by Consolidated Directional Net Interest Payable must be > 4.0, save that the Company may request that such ratio is reduced to 3.00:1.00 for a tested Measurement Period up to two times during the term of this Facility (provided that such requests do not apply to any two consecutive tested measurement periods). The calculation method for this ratio in the new RCF remains the same as previously;
Backlog Cover Ratio (BCR): Consolidated Directional Backlog net present value (NPV) divided by the Consolidated Directional sum of outstanding principal amount of RCF loans and Other Borrowing Base Debt balance must be >1.50:1.00, which became a covenant in the new RCF, although the calculation method remains materially the same as previously.
For the purpose of covenants calculations, the following simplified definitions apply:
IFRS Tangible Net Worth: Total equity (including non-controlling interests) of the Company in accordance with IFRS, excluding the marked-to-market valuation of currency and interest derivatives undertaken for hedging purposes by the Company through other comprehensive income, dividends declared, value of intangible assets and deferred taxes.
Consolidated IFRS Tangible Assets: The Company\u2019s total assets (excluding intangible assets) in accordance with the IFRS consolidated statement of financial position less the marked-to-market valuation of currency and interest derivatives undertaken for hedging purposes by the Company through other comprehensive income.
Consolidated Directional Underlying EBITDA: Consolidated profit of the Company adjusted for net interest payable, tax and depreciation of assets and impairments, any exceptional or extraordinary items, and by adding back (i) the annualized production EBITDA for units that started operations during the financial year, and (ii) the acquisition annualized EBITDA for units acquired during the financial year.
Consolidated Directional Net Interest Payable: All interest and other financing charges paid up, payable (other than capitalized interest during a construction period and interest paid or payable between wholly owned members of the Company) or incurred by the Company, less all interest and other financing charges received or receivable by the Company, as per Directional reporting.
Consolidated Directional Backlog Net Present Value: the net present value of the future contracted net cash after debt and tax service of a defined portfolio of projects under construction and operational offshore units in lease or maintenance program during the relevant calculation period.
Other Borrowing Base Debt: sum of the total consolidated borrowings of the Company minus the principal amount of any loans outstanding and the principal amount of any financial indebtedness of the Company which is project debt.
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
IFRS Tangible Net Worth | \u00a0 | 5,726 | 5,282 |
Consolidated IFRS Tangible Assets | \u00a0 | 17,536 | 16,551 |
Solvency ratio | \u00a0 | 32.7% | 31.9% |
Adjusted (Directional) EBITDA | \u00a0 | 1,973 | 1,847 |
Consolidated Directional Net Interest Payable | \u00a0 | 244 | 271 |
Interest cover ratio | \u00a0 | 8.1 | 6.8 |
Backlog cover ratio | \u00a0 | >1.5 | n.a.1 |
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 statements twice a year (as of 30 June and 31 December). None of the borrowings in the statement of financial position were in default as at the reporting date.
The lease liabilities mostly relate to the leasing of office buildings as of December 31, 2025.
The movement in the lease liabilities is as follows:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Principal recognized at 1 January | \u00a0 | 93 | 85 |
Additions | \u00a0 | 27 | 26 |
Redemptions | \u00a0 | (14) | (12) |
Foreign currency variations | \u00a0 | 10 | (6) |
Other | \u00a0 | 0 | 1 |
Total movements | \u00a0 | 22 | 9 |
Remaining principal at 31 December | \u00a0 | 115 | 93 |
Of which | \u00a0 | \u00a0 | \u00a0 |
Current portion | \u00a0 | 17 | 11 |
Non-current portion | \u00a0 | 98 | 82 |
The movements in lease liabilities over the period mainly related to an increase due to the lease extensions and new lease office contracts, mainly arising from the new lease agreement for office spaces in India beginning in September 2025 and new lease agreements on apartments in Guyana and foreign currency translations, partially offset by regular redemptions of the existing lease contracts.
The total cash outflow for leases in 2025 was US$17 million, which includes redemptions of principal and interest payments. Total interest paid for the period amounted to US$5 million.
The movement and type of provisions during the year 2025 are summarized as follows:
| \u00a0 | Demobilization | Warranty | Restructuring | Employee benefits | Other | Total |
|---|---|---|---|---|---|---|
Balance at 1 January 2025 | 112 | 118 | 1 | 22 | 313 | 565 |
Arising during the year | - | 66 | (0) | 3 | (18) | 51 |
Unwinding of interest | 5 | - | - | 1 | 5 | 11 |
Utilized | (2) | (34) | (0) | (1) | (33) | (70) |
Released to profit | (53) | (40) | (0) | (1) | (16) | (111) |
Other movement | - | 0 | (0) | 1 | (1) | 0 |
Balance at 31 December 2025 | 61 | 111 | 0 | 25 | 249 | 447 |
of which : | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Non-current portion | 54 | - | - | 25 | 52 | 131 |
Current portion | 7 | 111 | 0 | - | 197 | 315 |
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 \u2019Financial expenses\u2019 of the consolidated income statement (refer to note 4.3.9 Net Financing Costs).
The decrease in the provision for demobilization mainly relates to the sale of the semi-submersible production facility Thunder Hawk to the client, leading to the release of the existing demobilization provision and demobilization receivable (refer to 4.3.16 Other Financial Assets), partially offset by the unwinding of interest accrued on the provision for FPSO Cidade de Anchieta.
Expected outflows within one year are US$7 million and US$54 million after five years.
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 decrease in the warranty provision resulted from the regular consumption of existing warranty provisions over the applicable warranty period, the utilization of existing warranty claims from clients partially offset by new provisions accrued on projects under construction over the period or still under warranty period and new warranty claims from clients.
As of December 31, 2025, the Company expects US$22 million of the recognized warranty provision to be released within 12 months.\u00a0
Other provisions mainly relate to planned local content penalty on construction projects and include claims, regulatory fines related to operations, and onerous contracts.
The reduction in Other provisions mainly relates to the Company\u2019s progress in settling planned local content penalty obligations in relation to FPSO Sepetiba, FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o.
SBM Offshore N.V., as the parent company, is committed to fulfill various types of obligations arising from customer contracts, such as full performance and warranty obligations.
During 2025, the parent company acceded as a guarantor to the new US$1.1 billion RCF.
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, 2025, relate to the Thunder Hawk semi-submersible platform (signed prior to 2010) and FPSO Mondo and FPSO Saxi Batuque (signed prior to 2010 and extended as a result of the lease extension).
As of December 31, 2025, the Company has provided bank guarantees to unrelated third parties for an amount of US$567million (2024: US$541 million). No liability is expected to arise under these guarantees.
The Company holds in its favor US$827 million of bank guarantees from unrelated third parties. No withdrawal under these guarantees is expected to occur.
As at December 31, 2025, the significant remaining contractual commitments contracted but not yet recognized, for the acquisition of goods and services from suppliers for FPSO projects under construction FPSO GranMorgu, FPSO Jaguar and FSO Chalchi, MPFs hulls and related equipment for use in future FPSO projects, amounted to US$1,242 million (December 31, 2024: US$1,563 million).
As at December 31, 2025, the Company did not identify any contingent liabilities.
The movement and type of provisions during the year 2025 are summarized as follows:
| \u00a0 | Demobilization | Warranty | Restructuring | Employee benefits | Other | Total |
|---|---|---|---|---|---|---|
Balance at 1 January 2025 | 112 | 118 | 1 | 22 | 313 | 565 |
Arising during the year | - | 66 | (0) | 3 | (18) | 51 |
Unwinding of interest | 5 | - | - | 1 | 5 | 11 |
Utilized | (2) | (34) | (0) | (1) | (33) | (70) |
Released to profit | (53) | (40) | (0) | (1) | (16) | (111) |
Other movement | - | 0 | (0) | 1 | (1) | 0 |
Balance at 31 December 2025 | 61 | 111 | 0 | 25 | 249 | 447 |
of which : | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Non-current portion | 54 | - | - | 25 | 52 | 131 |
Current portion | 7 | 111 | 0 | - | 197 | 315 |
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 \u2019Financial expenses\u2019 of the consolidated income statement (refer to note 4.3.9 Net Financing Costs).
The decrease in the provision for demobilization mainly relates to the sale of the semi-submersible production facility Thunder Hawk to the client, leading to the release of the existing demobilization provision and demobilization receivable (refer to 4.3.16 Other Financial Assets), partially offset by the unwinding of interest accrued on the provision for FPSO Cidade de Anchieta.
Expected outflows within one year are US$7 million and US$54 million after five years.
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 decrease in the warranty provision resulted from the regular consumption of existing warranty provisions over the applicable warranty period, the utilization of existing warranty claims from clients partially offset by new provisions accrued on projects under construction over the period or still under warranty period and new warranty claims from clients.
As of December 31, 2025, the Company expects US$22 million of the recognized warranty provision to be released within 12 months.\u00a0
Other provisions mainly relate to planned local content penalty on construction projects and include claims, regulatory fines related to operations, and onerous contracts.
The reduction in Other provisions mainly relates to the Company\u2019s progress in settling planned local content penalty obligations in relation to FPSO Sepetiba, FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o.
| \u00a0 | Notes | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Trade payables | \u00a0 | 252 | 237 |
Accruals on projects and vessels | \u00a0 | 622 | 608 |
Accruals regarding delivered orders | \u00a0 | 171 | 56 |
Other payables | \u00a0 | 137 | 109 |
Contract liability | 343 | 31 | |
Pension taxation | \u00a0 | 12 | 10 |
Taxation and social security costs | \u00a0 | 83 | 86 |
Current portion of deferred income | \u00a0 | 1 | 2 |
Other non-trade payables | \u00a0 | 85 | 78 |
Total | 1,707 | 1,216 |
\u2019Trade payables\u2019 increased mainly as a result of an increase in payables to suppliers for FPSOs in operation, partially offset by the divestment of the FPSO Aseng lease and operating entities.
\u2019Accruals on projects and vessels\u2019 increased mainly as a result of an increase for FPSOs under construction, partially offset by the consumption of accruals related to FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA for which construction has been finalized during the period.
The increase in \u2018Accruals regarding delivered orders\u2019 is mainly related to FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA joining the fleet during 2025.
\u2019Other payables\u2019 mainly includes accrued liabilities arising from short-term employee benefits, such as employee bonuses and leave allowances.
For \u2019Contract liability\u2019 refer to note 4.3.3 Revenue where the movement in current and non-current contract liabilities is detailed.
Payables related to \u2019Taxation and social security costs\u2019 includes uncertain tax positions related mainly to various taxes other than corporate income tax.
\u2019Other non-trade payables\u2019 include an interest payable and the short-term portion of the outstanding payments related to the Leniency Agreement and the settlement with the Brazilian Federal Prosecutor\u2019s Office (Minist\u00e9rio P\u00fablico Federal). The long-term portion of the outstanding payments related to these agreements is presented in the line item \u2019Other non-current liabilities\u2019 in the Company\u2019s statement of financial position.
The line item \u2019Other non-current liabilities\u2019 in the consolidated statement of financial position includes non-current contract liabilities of US$30 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 \u2212 Fair Values and Risk Management.
| \u00a0 | Notes | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Trade payables | \u00a0 | 252 | 237 |
Accruals on projects and vessels | \u00a0 | 622 | 608 |
Accruals regarding delivered orders | \u00a0 | 171 | 56 |
Other payables | \u00a0 | 137 | 109 |
Contract liability | 343 | 31 | |
Pension taxation | \u00a0 | 12 | 10 |
Taxation and social security costs | \u00a0 | 83 | 86 |
Current portion of deferred income | \u00a0 | 1 | 2 |
Other non-trade payables | \u00a0 | 85 | 78 |
Total | 1,707 | 1,216 |
\u2019Accruals on projects and vessels\u2019 increased mainly as a result of an increase for FPSOs under construction, partially offset by the consumption of accruals related to FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA for which construction has been finalized during the period.
The increase in \u2018Accruals regarding delivered orders\u2019 is mainly related to FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA joining the fleet during 2025.
\u2019Other payables\u2019 mainly includes accrued liabilities arising from short-term employee benefits, such as employee bonuses and leave allowances.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "table-blocktag-i16927": { "value": "| \u00a0 | Notes | 31 December 2025 | 31 December 2024 |
|---|---|---|---|
Trade payables | \u00a0 | 252 | 237 |
Accruals on projects and vessels | \u00a0 | 622 | 608 |
Accruals regarding delivered orders | \u00a0 | 171 | 56 |
Other payables | \u00a0 | 137 | 109 |
Contract liability | 343 | 31 | |
Pension taxation | \u00a0 | 12 | 10 |
Taxation and social security costs | \u00a0 | 83 | 86 |
Current portion of deferred income | \u00a0 | 1 | 2 |
Other non-trade payables | \u00a0 | 85 | 78 |
Total | 1,707 | 1,216 |
For \u2019Contract liability\u2019 refer to note 4.3.3 Revenue where the movement in current and non-current contract liabilities is detailed.
The line item \u2019Other non-current liabilities\u2019 in the consolidated statement of financial position includes non-current contract liabilities of US$30 million, as detailed in note 4.3.3 Revenue.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredIncomeExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "p-blocktag-i16935": { "value": "The line item \u2019Other non-current liabilities\u2019 in the consolidated statement of financial position includes non-current contract liabilities of US$30 million, as detailed in note 4.3.3 Revenue.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "p-blocktag-i16936": { "value": "The line item \u2019Other non-current liabilities\u2019 in the consolidated statement of financial position includes non-current contract liabilities of US$30 million, as detailed in note 4.3.3 Revenue.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherNoncurrentLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300RDGCRYZ5QE6513", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "section-blocktag-i16938": { "value": "SBM Offshore N.V., as the parent company, is committed to fulfill various types of obligations arising from customer contracts, such as full performance and warranty obligations.
During 2025, the parent company acceded as a guarantor to the new US$1.1 billion RCF.
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, 2025, relate to the Thunder Hawk semi-submersible platform (signed prior to 2010) and FPSO Mondo and FPSO Saxi Batuque (signed prior to 2010 and extended as a result of the lease extension).
As of December 31, 2025, the Company has provided bank guarantees to unrelated third parties for an amount of US$567million (2024: US$541 million). No liability is expected to arise under these guarantees.
The Company holds in its favor US$827 million of bank guarantees from unrelated third parties. No withdrawal under these guarantees is expected to occur.
As at December 31, 2025, the significant remaining contractual commitments contracted but not yet recognized, for the acquisition of goods and services from suppliers for FPSO projects under construction FPSO GranMorgu, FPSO Jaguar and FSO Chalchi, MPFs hulls and related equipment for use in future FPSO projects, amounted to US$1,242 million (December 31, 2024: US$1,563 million).
As at December 31, 2025, the Company did not identify any contingent liabilities.
As at December 31, 2025, the significant remaining contractual commitments contracted but not yet recognized, for the acquisition of goods and services from suppliers for FPSO projects under construction FPSO GranMorgu, FPSO Jaguar and FSO Chalchi, MPFs hulls and related equipment for use in future FPSO projects, amounted to US$1,242 million (December 31, 2024: US$1,563 million).
As at December 31, 2025, the Company did not identify any contingent liabilities.
This note presents information about the Company\u2019s exposure to risk resulting from its use of financial instruments, the Company\u2019s objectives, policies and processes for measuring and managing risk, and the Company\u2019s management of capital. Further qualitative disclosures are included throughout these consolidated financial statements.
The Company uses the following fair value hierarchy for financial instruments that are measured at fair value in the statement of financial position, which require disclosure of fair value measurements by level:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2);
Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (Level 3).
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| \u00a0 | \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 | ||
|---|---|---|---|---|---|---|
| \u00a0 | Notes | Fair value level | Total book value | Total fair value | Total book value | Total fair value |
Financial assets measured at amortized cost | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Finance lease receivables | 3 | 13,124 | 14,412 | 6,657 | 7,249 | |
Loans to joint ventures and associates | 3 | 6 | 6 | 6 | 6 | |
Total | \u00a0 | \u00a0 | 13,130 | 14,419 | 6,663 | 7,255 |
Financial liabilities measured at amortized cost | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
US$ project finance facilities drawn | 2 | 9,349 | 9,443 | 9,173 | 9,228 | |
Lease liabilities | \u00a0 | 3 | 115 | 115 | 93 | 93 |
Other debt | 2 | 50 | 50 | 111 | 110 | |
Total | \u00a0 | \u00a0 | 9,515 | 9,609 | 9,377 | 9,431 |
In the above table, the Company has disclosed the fair value of each class of financial assets and financial liabilities for which the book value is different than fair value in a way that permits the information to be compared with the carrying amounts.
There are financial assets and financial liabilities measured at fair value, namely the interest rate swaps and options, forward currency contracts and commodity swaps, 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, 2025.
The Company has not disclosed the fair values for financial instruments such as short-term trade receivables and payables, because their carrying amounts are a reasonable approximation of fair values as the impact of discounting is insignificant.
Classes of financial instruments that are not used are not disclosed.
No instruments were transferred between Level 1 and Level 2.
No instruments were transferred between Level 2 and Level 3.
None of the instruments of the Level 3 hierarchy are carried at fair value in the statement of financial position.
No financial instruments were subject to offsetting as of December 31, 2025, and December 31, 2024.
The effects of the foreign currency-related hedging instruments on the Company\u2019s financial position and performance including related information are included in the table below:
| \u00a0 | 2025 | 2024 |
|---|---|---|
Foreign currency forwards | \u00a0 | \u00a0 |
Carrying amount | 102 | (179) |
Notional amount | (3,813) | (4,252) |
Maturity date | 2-8-2026 | 26-10-2025 |
Hedge ratio | 100% | 100% |
Change in discounted spot value of outstanding hedging instruments since 1 January | 281 | (247) |
Change in value hedged rate for the year (including forward points) | (281) | 247 |
Interest rate swaps | \u00a0 | \u00a0 |
Carrying amount | 213 | 369 |
Notional amount | 5,717 | 7,867 |
Maturity date | 21-10-2036 | 7-5-2033 |
Hedge ratio | 95% | 97% |
Change in discounted spot value of outstanding hedging instruments since 1 January | (157) | 121 |
Change in value hedged rate for the year (including forward points) | 157 | (121) |
Interest rate options | \u00a0 | \u00a0 |
Carrying amount | 8 | 7 |
Notional amount | 178 | 178 |
Maturity date | 15-10-2041 | 15-10-2041 |
Hedge ratio | 61% | 61% |
Change in discounted spot value of outstanding hedging instruments since 1 January | 1 | 7 |
Change in value hedged rate for the year (including forward points) | (1) | (7) |
Commodity contracts | \u00a0 | \u00a0 |
Carrying amount | 7 | (1) |
Notional amount | 9 | 20 |
Maturity date | 20-3-2027 | 23-3-2026 |
Hedge ratio | 100% | 100% |
Change in discounted spot value of outstanding hedging instruments since 1 January | 9 | 1 |
Change in value hedged rate for the year (including forward points) | (9) | (1) |
The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.
| \u00a0 | Level 2 and level 3 instruments | Level 3 instruments | |
|---|---|---|---|
Type | Valuation technique | Significant unobservable inputs | Inter-relationship between significant unobservable inputs and fair value measurement |
Financial instrument measured at fair value | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps | Income approach \u2212 | Not applicable | Not applicable |
Commodity swaps | Income approach \u2212 | Not applicable | Not applicable |
Forward currency contracts | Income approach \u2212 | Not applicable | Not applicable |
Financial instrument not measured at fair value | \u00a0 | \u00a0 | \u00a0 |
Loans to joint ventures and associates | Income approach \u2212 |
| The estimated fair value would increase (decrease) if:
|
Finance lease receivables | Income approach \u2212 |
| The estimated fair value would increase (decrease) if:
|
Loans and borrowings | Income approach \u2212 | Not applicable | Not applicable |
Other long-term debt | Income approach \u2212 | Not applicable | Not applicable |
The following table indicates the period in which the cash flows associated with the cash-flow hedges are expected to occur and the carrying amounts of the related hedging instruments. The amounts disclosed in the table are the contractual undiscounted cash flows. The future interest cash flows for interest rate swaps are estimated using the forward rates as at the reporting date.
| \u00a0 | Carrying amount | Less than | Between | More than | Total |
|---|---|---|---|---|---|
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps (SOFR) | 213 | 29 | 145 | 51 | 225 |
Interest rate options (SOFR) | 8 | - | - | 13 | 13 |
Forward currency contracts | 102 | 92 | 21 | - | 113 |
Commodity contracts | (1) | (0) | (1) | - | (1) |
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps (SOFR) | 369 | 77 | 148 | 163 | 389 |
Interest rate options (SOFR) | 7 | - | - | 12 | 12 |
Forward currency contracts | (179) | (135) | (65) | - | (200) |
Commodity contracts | (1) | (1) | - | - | (1) |
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.
| \u00a0 | Carrying amount | Less than | Between | More than | Total |
|---|---|---|---|---|---|
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps (SOFR) | 213 | 29 | 145 | 51 | 225 |
Interest rate options (SOFR) | 8 | - | - | 13 | 13 |
Forward currency contracts | 102 | 92 | 21 | - | 113 |
Commodity contracts | (1) | (0) | (1) | - | (1) |
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps (SOFR) | 369 | 77 | 148 | 163 | 389 |
Interest rate options (SOFR) | 7 | - | - | 12 | 12 |
Forward currency contracts | (179) | (135) | (65) | - | (200) |
Commodity contracts | (1) | (1) | - | - | (1) |
Gains and losses recognized in the hedging reserve in equity on interest rate swap contracts will be continuously released to the income statement until the final repayment of the hedged items (please refer to note 4.3.22 Equity Attributable to Shareholders).
Gains and losses recognized in the hedging reserve in equity on interest rate option contracts will be continuously released to the income statement until the final repayment of the hedged items (please refer to note 4.3.22 Equity Attributable to Shareholders).
Gains and losses recognized in the hedging reserve on forward currency contracts are recognized in the income statement in the period or periods during which the hedged transaction affects the income statement. This is mainly within 12 months of the statement of financial position date, unless the gain or loss is included in the initial amount recognized in the carrying amount of fixed assets, in which case recognition is over the lifetime of the asset. If the gain or loss is included in the initial amount recognized in the carrying amount of the cost incurred on construction contracts, the recognition is over time.
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 inventories or assets 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.
The movement of loss allowance during the year 2025 is summarized as follows:
| \u00a0 | Finance lease receivable | Contract assets | Trade receivables | Other financial assets | ||||
|---|---|---|---|---|---|---|---|---|
| \u00a0 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
Opening loss allowance as at 1 January | (0) | (0) | (0) | (1) | (4) | (5) | (128) | (123) |
Increase in loss allowance recognized in profit or loss during the year | (0) | (0) | (1) | (2) | (1) | (1) | (0) | (5) |
Receivables written off during the year as uncollectible | - | - | - | - | - | - | - | - |
Unused amount reversed | 0 | 0 | 1 | 2 | 4 | 1 | 12 | 0 |
At 31 December | (0) | (0) | (0) | (0) | (2) | (4) | (115) | (128) |
The reversal of US$12 million in \u2019Other financial assets\u2019 mainly arises from the release of the accumulated impairment on the demobilization receivable for Thunder Hawk as a result of the sale of the asset completed during the period. Refer to note 4.3.8 Net Impairment Gains/(Losses on Financial and Contract Assets.
The Company\u2019s activities expose it to a variety of financial risks, market risks (including currency risk, interest rate risk and commodity risk), credit risk and liquidity risk. The Company\u2019s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company\u2019s financial performance. The Company uses derivative financial instruments to hedge certain risk exposures. The Company buys and sells derivatives in the ordinary course of business and also incurs financial liabilities in order to manage market risks. All such transactions are carried out within the guidelines set in the Company policy. Generally, the Company seeks to apply hedge accounting in order to manage volatility in the income statement and statement of comprehensive income. The purpose is to manage the interest rate, currency and commodity price risk arising from the Company\u2019s operations and its sources of finance. Derivatives are only used to hedge closely correlated underlying business transactions.
The Company\u2019s principal financial instruments, other than derivatives, comprise trade debtors and creditors, bank loans, bonds, notes, 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\u2019s 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 current year, the Company\u2019s policy that no speculation in financial instruments shall be undertaken. The main risks arising from the Company\u2019s financial instruments are market risk, liquidity risk and credit 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\u2019s 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 Company operates internationally and is exposed to foreign exchange risk arising from transactional currency exposures, primarily with respect to the euro, Singapore dollar, Chinese yuan and Brazilian real. The exposure arises from sales or purchases in currencies other than the Company\u2019s functional currency. The Company uses forward currency contracts to eliminate the currency exposure once the Company has entered into a firm commitment of a project contract.
For foreign currency risk, the principal terms of the forward currency contract (notional and settlement date) and the future expense or revenue (notional and expected cash flow date) are identical. The Company has established a hedge ratio of 1:1 for all its hedging relationships.
The main Company\u2019s exposure to foreign currency risk is as follows based on notional amounts:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
in millions of local currency | EUR | SGD | BRL | CNY | EUR | SGD | BRL | CNY |
Fixed assets | 204 | 2 | 463 | 30 | 213 | - | 851 | 32 |
Current assets | 128 | 5 | 522 | 25 | 145 | 5 | 1,304 | 37 |
Long-term liabilities | (181) | (1) | (456) | (22) | (190) | (0) | (1,063) | (22) |
Current liabilities | (220) | (12) | (1,100) | (164) | (235) | (16) | (1,622) | (140) |
Gross balance sheet exposure | (70) | (7) | (570) | (132) | (68) | (12) | (530) | (93) |
Estimated forecast sales | 18 | - | - | - | - | - | - | - |
Estimated forecast purchases | (1,370) | (473) | (3,008) | (3,481) | (1,688) | (764) | (3,053) | (4,836) |
Gross exposure | (1,423) | (479) | (3,578) | (3,613) | (1,755) | (776) | (3,583) | (4,929) |
Forward exchange contracts | 1,461 | 473 | 3,621 | 3,657 | 1,808 | 775 | 3,609 | 4,937 |
Net exposure | 38 | (7) | 43 | 44 | 53 | (1) | 25 | 8 |
Net exposure in USD | 45 | (5) | 8 | 6 | 55 | (1) | 4 | 1 |
Overall, currency gross exposure decreased due to progress in the construction of FPSO Jaguar and FPSO GranMorgu, as well as the completion of the three FPSOs delivered in 2025: FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA. Future BRL requirements remain almost stable, as the construction costs in BRL are offset by the operational needs of the Company\u2019s two new vessels operating in Brazil.
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.
| \u00a0 | 2025 | 2024 | 2025 | 2024 |
|---|---|---|---|---|
| \u00a0 | Average rate | \u00a0 | Closing rate | \u00a0 |
EUR 1 | 1.1298 | 1.0824 | 1.1750 | 1.0389 |
SGD 1 | 0.7654 | 0.7487 | 0.7779 | 0.7335 |
BRL 1 | 0.1791 | 0.1865 | 0.1826 | 0.1617 |
CNY 1 | 0.1391 | 0.1390 | 0.1428 | 0.1370 |
The sensitivity on equity and the income statement resulting from a change of 10% of the US dollar\u2019s 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 2024.
| \u00a0 | Profit or loss | Equity | ||
|---|---|---|---|---|
| \u00a0 | 10% increase | 10% decrease | 10% increase | 10% decrease |
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
EUR | (1) | 1 | (162) | 162 |
SGD | 1 | (1) | (37) | 37 |
BRL | (0) | 0 | (56) | 56 |
CNY | (0) | 0 | (50) | 50 |
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
EUR | 1 | (1) | (182) | 182 |
SGD | 0 | (0) | (56) | 56 |
BRL | (1) | 1 | (49) | 49 |
CNY | 0 | (0) | (67) | 67 |
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\u2019s earnings. Over the long-term however, permanent changes in foreign currency rates would have an impact on consolidated earnings.
The Company\u2019s exposure to risk from changes in market interest rates relates primarily to the Company\u2019s long-term debt obligations with a floating interest rate. In respect of controlling interest rate risk, the floating interest rates of long-term loans are hedged by fixed rate swaps and options for the entire maturity period. The revolving credit facility is intended for the fluctuating needs of construction financing and bears interest at floating rates, which is also swapped for fixed rates when exposure is significant.
For interest rate risk, the principal terms of the interest rate swap or option (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.
At the reporting date, the interest rate profile of the Company\u2019s interest-bearing financial instruments (excluding transaction costs) was:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Fixed rate instruments | \u00a0 | \u00a0 | \u00a0 |
Financial assets | \u00a0 | 13,173 | 6,728 |
Financial liabilities | \u00a0 | (620) | (802) |
Total | \u00a0 | 12,553 | 5,926 |
Variable rate instruments (SOFR) | \u00a0 | \u00a0 | \u00a0 |
Financial assets | \u00a0 | - | - |
Financial liabilities (SOFR) | \u00a0 | (8,773) | (8,474) |
Financial liabilities (future) (SOFR) | \u00a0 | (505) | (1,652) |
Total | \u00a0 | (9,278) | (10,126) |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Variable rate instruments (SOFR) | \u00a0 | (9,278) | (10,126) |
Less: Reimbursable items (SOFR) | \u00a0 | 3,240 | 1,500 |
Less: IRS contracts (SOFR) | \u00a0 | 5,717 | 7,867 |
Exposure | \u00a0 | (321) | (859) |
| \u00a0 | Profit or loss | Equity | ||
|---|---|---|---|---|
| \u00a0 | 100 bp increase | 100 bp decrease | 100 bp increase | 100 bp decrease |
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Variable rate instruments (SOFR) | (5) | 5 | - | - |
Interest rate swap (SOFR) | - | - | 317 | (317) |
Sensitivity (net) | (5) | 5 | 317 | (317) |
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Variable rate instruments (SOFR) | (9) | 9 | - | - |
Interest rate swap (SOFR) | - | - | 356 | (356) |
Sensitivity (net) | (9) | 9 | 356 | (356) |
The exposure of US$321 million is primarily arising from the residual exposure on the unhedged portion of project loan facilities for FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o, and sale and leaseback financing agreement for FPSO Cidade de Paraty. The interest rate exposure arising from these loans is mainly offset by interest income from the Cash and Cash Equivalents at December 31, 2025.
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 2024.
At December 31, 2025, it is estimated that a general increase of 100 basis points in interest rates would decrease the Company\u2019s profit before tax for the year by approximately US$5 million (2024: decrease of US$9 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\u2019s earnings. Over the long term, however, permanent changes in interest rates could have an impact on consolidated earnings.
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 to the following commodities:
Oil exposure is mostly associated with transportation fuels connected with the Company\u2019s 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\u2019s prospective contract awards, construction contracts and operation contracts.
Incoming lease payments following the Company\u2019s contractual arrangements with its clients are not impacted by the oil price.
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\u2019s lease receivables, contract assets, other financial assets, trade and other receivables (including committed transactions), derivative financial instruments and cash and cash equivalents.
| \u00a0 | 2025 | 2024 | ||
|---|---|---|---|---|
Rating | Assets | Liabilities | Assets | Liabilities |
AA | 32 | (5) | 18 | (23) |
AA- | 76 | (10) | 101 | (99) |
A+ | 227 | (9) | 262 | (127) |
A | 30 | - | 48 | - |
BBB | - | - | - | - |
Non-investment grade | 3 | (0) | - | (17) |
Derivative financial instruments | 368 | (24) | 429 | (266) |
AAA | 100 | - | 278 | - |
AA | 4 | - | - | - |
AA- | 530 | - | 460 | - |
A+ | 411 | - | 44 | - |
A | 7 | - | 6 | - |
Non-investment grade | 34 | - | 18 | - |
Cash and cash equivalents and bank overdrafts | 1,086 | - | 806 | - |
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, 2025, and December 31, 2024, cash investments below AA- rating do not exceed US$100 million per individual counterparty.
Cash held in banks rated AA- is mainly linked to cash pledged to loan reimbursements to those same banks. Cash held in banks rated A+ is mainly related to the Company\u2019s project-related activities and additional investments with various banks to optimize and diversified surplus of cash at year end. Cash held in banks rated below A- is mainly related to the Company\u2019s activities in Brazil (US$13 million) and countries with restrictions on currency flow.
Financial assets held by the Company other than derivatives and cash and cash equivalents are mostly related to debtors in the oil and gas industry.
For trade debtors and contract assets, 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.\u00a0Individual risk limits are set based on internal or external ratings, in accordance with limits set by the Management Board. At December 31, 2025, there are three major customers in three countries that have an outstanding balance with a percentage over 10% each of the total of trade and other receivables (December 31, 2024: three major customers). Reference is made to note 4.3.19 Trade and Other Receivables for information on the distribution of the trade debtor balances by country and an analysis of the ageing of those amounts. At December 31, 2025, three major customers in three countries account for over 10% each of total recognized contract assets (December 31, 2024: three major customers in three countries).
For lease receivables and other financial assets, the credit quality of each counterpart is assessed, taking into account its credit agency rating when available or a comparable proxy. At December 31, 2025, there are two major customers in two countries that have an outstanding balance with a percentage over 10% each of the total of finance lease receivables (December 31, 2024: two major customers in two countries). The Company has concluded that these balances have low credit risk, as explained in 4.3.8 Net Impairment Gains/(Losses) on Financial and Contract Assets. Outstanding finance lease receivables are mostly graded at the equivalent between S&P ratings AAA and A (December 31, 2024: between AAA and A). Furthermore, limited recourse project financing removes a significant portion of the credit risk on finance lease receivables.
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\u2019s final client.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company\u2019s 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\u2019s reputation.
In 2025, the Company again conducted various liquidity scenarios, financial stress tests and sensitivity analyses. The conclusion remained that the Company\u2019s lease portfolio and the existing financing facilities and overall financing capacity are sufficient to ensure that the Company will continue as a going concern in the foreseeable future and it can sustain future growth plans. Furthermore, under its Lease and Operate contractual arrangements with clients, the Company has considerable time under charters in which to deal with disruptions from events outside the Company\u2019s control, thus providing it with considerable financial protection.
Liquidity is monitored using rolling forecasts of the Company\u2019s liquidity reserves, based on expected cash flows. Flexibility is secured by maintaining availability under committed credit lines.
The table below analyses the Company\u2019s non-derivative financial liabilities, derivative financial liabilities and derivative financial assets in relevant maturity groupings, based on the remaining period at the statement of financial position date until 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 SOFR 3-month rates as at the reporting date.
| \u00a0 | Note | Less than 1 year | Between 1 and 5 years | Over 5 years | Total |
|---|---|---|---|---|---|
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Borrowings | 3,624 | 6,671 | 4,409 | 14,704 | |
Lease liabilities | 20 | 52 | 62 | 135 | |
Derivative financial liabilities | 31 | 23 | 3 | 57 | |
Derivative financial assets | (206) | (226) | (160) | (592) | |
Trade and other payables | 1,266 | - | - | 1,266 | |
Total | \u00a0 | 4,735 | 6,520 | 4,314 | 15,570 |
| \u00a0 | Note | Less than 1 year | Between 1 and 5 years | Over 5 years | Total |
|---|---|---|---|---|---|
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Borrowings | 1,112 | 8,096 | 5,048 | 14,256 | |
Lease liabilities | 10 | 30 | 31 | 71 | |
Derivative financial liabilities | 215 | 74 | - | 289 | |
Derivative financial assets | (186) | (313) | (321) | (820) | |
Trade and other payables | 1,088 | - | - | 1,088 | |
Total | \u00a0 | 2,239 | 7,886 | 4,759 | 14,884 |
The Company\u2019s objectives when managing its capital structure are to safeguard the Company\u2019s ability to continue as a going concern in order to provide returns for shareholders and to optimize the Company\u2019s cost of capital while ensuring diversification of sources of external funds.
The Company mainly uses its corporate revolving credit facility (RCF, US$1.1 billion) and supply-chain financing (SCF, US$260 million) to bridge financing requirements on projects under construction.
As per December 31, 2025, all the debt associated with operating FPSOs is non-recourse.
The Company does not maintain a target net leverage ratio and continuously monitors prepayment and refinancing opportunities in its project finance facilities to optimize its capital structure. As such, from time to time, it may decide to refinance existing facilities based on the project specific circumstances and financial market conditions.
The gearing ratios at December 31, 2025, and December 31, 2024, were as follows:
| \u00a0 | 2025 | 2024 |
|---|---|---|
Total borrowings and lease liabilities | 9,155 | 8,943 |
Less: net cash and cash equivalents | 1,086 | 806 |
Net debt | 8,068 | 8,137 |
Total equity | 6,482 | 5,844 |
Total capital | 14,550 | 13,981 |
Gearing ratio | 55.5% | 58.2% |
The Company has adopted two climate change scenarios to future-proof current strategy and take appropriate action. The scenarios are based on the latest global climate model data (CMIP6) that inform the Intergovernmental Panel on Climate Change\u2019s Sixth Assessment Reports (IPCC AR6) as explained in section 3.2.1 Climate change impact, risk and opportunity:
The SSP5 8.5 scenario, a climate change scenario which assumes a fossil-intensive development path resulting in high GHG emissions and serves as a very high\u2011emissions stress test applied across 2030, 2040, and 2050;
The SSP1-2.6 scenario, a climate action scenario that emphasizes clean energy technologies and the preservation of the natural environment, resulting in a lower-emissions pathway, complemented by the IEA Net-Zero Emissions (NZE) by 2050 scenario which serves as a benchmark for the energy sector aligned with a 1.5\u00b0C global temperature increase.
Through its strategy process the Company tests the resilience of its portfolio and business model against each of these scenarios. Financial and non-financial information are aligned in order to ensure that the financial impact of climate related risks is identified. The Company assessed the physical and transitional risks disclosed in section 3.2.1 Climate change impact, risk and opportunity from a consolidated 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 nor contingent liabilities and assets in the 2025 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 reporting period.
The identified risks will however remain key points of attention, namely in the areas of impairment testing, estimation of remaining useful life, expected credit losses and provisions for future periods.
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 uses the following fair value hierarchy for financial instruments that are measured at fair value in the statement of financial position, which require disclosure of fair value measurements by level:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2);
Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (Level 3).
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| \u00a0 | \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 | ||
|---|---|---|---|---|---|---|
| \u00a0 | Notes | Fair value level | Total book value | Total fair value | Total book value | Total fair value |
Financial assets measured at amortized cost | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Finance lease receivables | 3 | 13,124 | 14,412 | 6,657 | 7,249 | |
Loans to joint ventures and associates | 3 | 6 | 6 | 6 | 6 | |
Total | \u00a0 | \u00a0 | 13,130 | 14,419 | 6,663 | 7,255 |
Financial liabilities measured at amortized cost | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
US$ project finance facilities drawn | 2 | 9,349 | 9,443 | 9,173 | 9,228 | |
Lease liabilities | \u00a0 | 3 | 115 | 115 | 93 | 93 |
Other debt | 2 | 50 | 50 | 111 | 110 | |
Total | \u00a0 | \u00a0 | 9,515 | 9,609 | 9,377 | 9,431 |
In the above table, the Company has disclosed the fair value of each class of financial assets and financial liabilities for which the book value is different than fair value in a way that permits the information to be compared with the carrying amounts.
There are financial assets and financial liabilities measured at fair value, namely the interest rate swaps and options, forward currency contracts and commodity swaps, 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, 2025.
The Company has not disclosed the fair values for financial instruments such as short-term trade receivables and payables, because their carrying amounts are a reasonable approximation of fair values as the impact of discounting is insignificant.
Classes of financial instruments that are not used are not disclosed.
No instruments were transferred between Level 1 and Level 2.
No instruments were transferred between Level 2 and Level 3.
None of the instruments of the Level 3 hierarchy are carried at fair value in the statement of financial position.
No financial instruments were subject to offsetting as of December 31, 2025, and December 31, 2024.
The effects of the foreign currency-related hedging instruments on the Company\u2019s financial position and performance including related information are included in the table below:
| \u00a0 | 2025 | 2024 |
|---|---|---|
Foreign currency forwards | \u00a0 | \u00a0 |
Carrying amount | 102 | (179) |
Notional amount | (3,813) | (4,252) |
Maturity date | 2-8-2026 | 26-10-2025 |
Hedge ratio | 100% | 100% |
Change in discounted spot value of outstanding hedging instruments since 1 January | 281 | (247) |
Change in value hedged rate for the year (including forward points) | (281) | 247 |
Interest rate swaps | \u00a0 | \u00a0 |
Carrying amount | 213 | 369 |
Notional amount | 5,717 | 7,867 |
Maturity date | 21-10-2036 | 7-5-2033 |
Hedge ratio | 95% | 97% |
Change in discounted spot value of outstanding hedging instruments since 1 January | (157) | 121 |
Change in value hedged rate for the year (including forward points) | 157 | (121) |
Interest rate options | \u00a0 | \u00a0 |
Carrying amount | 8 | 7 |
Notional amount | 178 | 178 |
Maturity date | 15-10-2041 | 15-10-2041 |
Hedge ratio | 61% | 61% |
Change in discounted spot value of outstanding hedging instruments since 1 January | 1 | 7 |
Change in value hedged rate for the year (including forward points) | (1) | (7) |
Commodity contracts | \u00a0 | \u00a0 |
Carrying amount | 7 | (1) |
Notional amount | 9 | 20 |
Maturity date | 20-3-2027 | 23-3-2026 |
Hedge ratio | 100% | 100% |
Change in discounted spot value of outstanding hedging instruments since 1 January | 9 | 1 |
Change in value hedged rate for the year (including forward points) | (9) | (1) |
The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.
| \u00a0 | Level 2 and level 3 instruments | Level 3 instruments | |
|---|---|---|---|
Type | Valuation technique | Significant unobservable inputs | Inter-relationship between significant unobservable inputs and fair value measurement |
Financial instrument measured at fair value | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps | Income approach \u2212 | Not applicable | Not applicable |
Commodity swaps | Income approach \u2212 | Not applicable | Not applicable |
Forward currency contracts | Income approach \u2212 | Not applicable | Not applicable |
Financial instrument not measured at fair value | \u00a0 | \u00a0 | \u00a0 |
Loans to joint ventures and associates | Income approach \u2212 |
| The estimated fair value would increase (decrease) if:
|
Finance lease receivables | Income approach \u2212 |
| The estimated fair value would increase (decrease) if:
|
Loans and borrowings | Income approach \u2212 | Not applicable | Not applicable |
Other long-term debt | Income approach \u2212 | Not applicable | Not applicable |
The Company uses the following fair value hierarchy for financial instruments that are measured at fair value in the statement of financial position, which require disclosure of fair value measurements by level:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2);
Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (Level 3).
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| \u00a0 | \u00a0 | \u00a0 | 31 December 2025 | 31 December 2024 | ||
|---|---|---|---|---|---|---|
| \u00a0 | Notes | Fair value level | Total book value | Total fair value | Total book value | Total fair value |
Financial assets measured at amortized cost | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Finance lease receivables | 3 | 13,124 | 14,412 | 6,657 | 7,249 | |
Loans to joint ventures and associates | 3 | 6 | 6 | 6 | 6 | |
Total | \u00a0 | \u00a0 | 13,130 | 14,419 | 6,663 | 7,255 |
Financial liabilities measured at amortized cost | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
US$ project finance facilities drawn | 2 | 9,349 | 9,443 | 9,173 | 9,228 | |
Lease liabilities | \u00a0 | 3 | 115 | 115 | 93 | 93 |
Other debt | 2 | 50 | 50 | 111 | 110 | |
Total | \u00a0 | \u00a0 | 9,515 | 9,609 | 9,377 | 9,431 |
In the above table, the Company has disclosed the fair value of each class of financial assets and financial liabilities for which the book value is different than fair value in a way that permits the information to be compared with the carrying amounts.
There are financial assets and financial liabilities measured at fair value, namely the interest rate swaps and options, forward currency contracts and commodity swaps, 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, 2025.
The Company has not disclosed the fair values for financial instruments such as short-term trade receivables and payables, because their carrying amounts are a reasonable approximation of fair values as the impact of discounting is insignificant.
Classes of financial instruments that are not used are not disclosed.
No instruments were transferred between Level 1 and Level 2.
No instruments were transferred between Level 2 and Level 3.
None of the instruments of the Level 3 hierarchy are carried at fair value in the statement of financial position.
No financial instruments were subject to offsetting as of December 31, 2025, and December 31, 2024.
The effects of the foreign currency-related hedging instruments on the Company\u2019s financial position and performance including related information are included in the table below:
| \u00a0 | 2025 | 2024 |
|---|---|---|
Foreign currency forwards | \u00a0 | \u00a0 |
Carrying amount | 102 | (179) |
Notional amount | (3,813) | (4,252) |
Maturity date | 2-8-2026 | 26-10-2025 |
Hedge ratio | 100% | 100% |
Change in discounted spot value of outstanding hedging instruments since 1 January | 281 | (247) |
Change in value hedged rate for the year (including forward points) | (281) | 247 |
Interest rate swaps | \u00a0 | \u00a0 |
Carrying amount | 213 | 369 |
Notional amount | 5,717 | 7,867 |
Maturity date | 21-10-2036 | 7-5-2033 |
Hedge ratio | 95% | 97% |
Change in discounted spot value of outstanding hedging instruments since 1 January | (157) | 121 |
Change in value hedged rate for the year (including forward points) | 157 | (121) |
Interest rate options | \u00a0 | \u00a0 |
Carrying amount | 8 | 7 |
Notional amount | 178 | 178 |
Maturity date | 15-10-2041 | 15-10-2041 |
Hedge ratio | 61% | 61% |
Change in discounted spot value of outstanding hedging instruments since 1 January | 1 | 7 |
Change in value hedged rate for the year (including forward points) | (1) | (7) |
Commodity contracts | \u00a0 | \u00a0 |
Carrying amount | 7 | (1) |
Notional amount | 9 | 20 |
Maturity date | 20-3-2027 | 23-3-2026 |
Hedge ratio | 100% | 100% |
Change in discounted spot value of outstanding hedging instruments since 1 January | 9 | 1 |
Change in value hedged rate for the year (including forward points) | (9) | (1) |
The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.
| \u00a0 | Level 2 and level 3 instruments | Level 3 instruments | |
|---|---|---|---|
Type | Valuation technique | Significant unobservable inputs | Inter-relationship between significant unobservable inputs and fair value measurement |
Financial instrument measured at fair value | \u00a0 | \u00a0 | \u00a0 |
Interest rate swaps | Income approach \u2212 | Not applicable | Not applicable |
Commodity swaps | Income approach \u2212 | Not applicable | Not applicable |
Forward currency contracts | Income approach \u2212 | Not applicable | Not applicable |
Financial instrument not measured at fair value | \u00a0 | \u00a0 | \u00a0 |
Loans to joint ventures and associates | Income approach \u2212 |
| The estimated fair value would increase (decrease) if:
|
Finance lease receivables | Income approach \u2212 |
| The estimated fair value would increase (decrease) if:
|
Loans and borrowings | Income approach \u2212 | Not applicable | Not applicable |
Other long-term debt | Income approach \u2212 | Not applicable | Not applicable |
The Company\u2019s activities expose it to a variety of financial risks, market risks (including currency risk, interest rate risk and commodity risk), credit risk and liquidity risk. The Company\u2019s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company\u2019s financial performance. The Company uses derivative financial instruments to hedge certain risk exposures. The Company buys and sells derivatives in the ordinary course of business and also incurs financial liabilities in order to manage market risks. All such transactions are carried out within the guidelines set in the Company policy. Generally, the Company seeks to apply hedge accounting in order to manage volatility in the income statement and statement of comprehensive income. The purpose is to manage the interest rate, currency and commodity price risk arising from the Company\u2019s operations and its sources of finance. Derivatives are only used to hedge closely correlated underlying business transactions.
The Company\u2019s principal financial instruments, other than derivatives, comprise trade debtors and creditors, bank loans, bonds, notes, 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\u2019s 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 current year, the Company\u2019s policy that no speculation in financial instruments shall be undertaken. The main risks arising from the Company\u2019s financial instruments are market risk, liquidity risk and credit 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\u2019s 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 Company operates internationally and is exposed to foreign exchange risk arising from transactional currency exposures, primarily with respect to the euro, Singapore dollar, Chinese yuan and Brazilian real. The exposure arises from sales or purchases in currencies other than the Company\u2019s functional currency. The Company uses forward currency contracts to eliminate the currency exposure once the Company has entered into a firm commitment of a project contract.
For foreign currency risk, the principal terms of the forward currency contract (notional and settlement date) and the future expense or revenue (notional and expected cash flow date) are identical. The Company has established a hedge ratio of 1:1 for all its hedging relationships.
The main Company\u2019s exposure to foreign currency risk is as follows based on notional amounts:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
in millions of local currency | EUR | SGD | BRL | CNY | EUR | SGD | BRL | CNY |
Fixed assets | 204 | 2 | 463 | 30 | 213 | - | 851 | 32 |
Current assets | 128 | 5 | 522 | 25 | 145 | 5 | 1,304 | 37 |
Long-term liabilities | (181) | (1) | (456) | (22) | (190) | (0) | (1,063) | (22) |
Current liabilities | (220) | (12) | (1,100) | (164) | (235) | (16) | (1,622) | (140) |
Gross balance sheet exposure | (70) | (7) | (570) | (132) | (68) | (12) | (530) | (93) |
Estimated forecast sales | 18 | - | - | - | - | - | - | - |
Estimated forecast purchases | (1,370) | (473) | (3,008) | (3,481) | (1,688) | (764) | (3,053) | (4,836) |
Gross exposure | (1,423) | (479) | (3,578) | (3,613) | (1,755) | (776) | (3,583) | (4,929) |
Forward exchange contracts | 1,461 | 473 | 3,621 | 3,657 | 1,808 | 775 | 3,609 | 4,937 |
Net exposure | 38 | (7) | 43 | 44 | 53 | (1) | 25 | 8 |
Net exposure in USD | 45 | (5) | 8 | 6 | 55 | (1) | 4 | 1 |
Overall, currency gross exposure decreased due to progress in the construction of FPSO Jaguar and FPSO GranMorgu, as well as the completion of the three FPSOs delivered in 2025: FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA. Future BRL requirements remain almost stable, as the construction costs in BRL are offset by the operational needs of the Company\u2019s two new vessels operating in Brazil.
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.
| \u00a0 | 2025 | 2024 | 2025 | 2024 |
|---|---|---|---|---|
| \u00a0 | Average rate | \u00a0 | Closing rate | \u00a0 |
EUR 1 | 1.1298 | 1.0824 | 1.1750 | 1.0389 |
SGD 1 | 0.7654 | 0.7487 | 0.7779 | 0.7335 |
BRL 1 | 0.1791 | 0.1865 | 0.1826 | 0.1617 |
CNY 1 | 0.1391 | 0.1390 | 0.1428 | 0.1370 |
The sensitivity on equity and the income statement resulting from a change of 10% of the US dollar\u2019s 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 2024.
| \u00a0 | Profit or loss | Equity | ||
|---|---|---|---|---|
| \u00a0 | 10% increase | 10% decrease | 10% increase | 10% decrease |
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
EUR | (1) | 1 | (162) | 162 |
SGD | 1 | (1) | (37) | 37 |
BRL | (0) | 0 | (56) | 56 |
CNY | (0) | 0 | (50) | 50 |
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
EUR | 1 | (1) | (182) | 182 |
SGD | 0 | (0) | (56) | 56 |
BRL | (1) | 1 | (49) | 49 |
CNY | 0 | (0) | (67) | 67 |
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\u2019s earnings. Over the long-term however, permanent changes in foreign currency rates would have an impact on consolidated earnings.
The Company\u2019s exposure to risk from changes in market interest rates relates primarily to the Company\u2019s long-term debt obligations with a floating interest rate. In respect of controlling interest rate risk, the floating interest rates of long-term loans are hedged by fixed rate swaps and options for the entire maturity period. The revolving credit facility is intended for the fluctuating needs of construction financing and bears interest at floating rates, which is also swapped for fixed rates when exposure is significant.
For interest rate risk, the principal terms of the interest rate swap or option (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.
At the reporting date, the interest rate profile of the Company\u2019s interest-bearing financial instruments (excluding transaction costs) was:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Fixed rate instruments | \u00a0 | \u00a0 | \u00a0 |
Financial assets | \u00a0 | 13,173 | 6,728 |
Financial liabilities | \u00a0 | (620) | (802) |
Total | \u00a0 | 12,553 | 5,926 |
Variable rate instruments (SOFR) | \u00a0 | \u00a0 | \u00a0 |
Financial assets | \u00a0 | - | - |
Financial liabilities (SOFR) | \u00a0 | (8,773) | (8,474) |
Financial liabilities (future) (SOFR) | \u00a0 | (505) | (1,652) |
Total | \u00a0 | (9,278) | (10,126) |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Variable rate instruments (SOFR) | \u00a0 | (9,278) | (10,126) |
Less: Reimbursable items (SOFR) | \u00a0 | 3,240 | 1,500 |
Less: IRS contracts (SOFR) | \u00a0 | 5,717 | 7,867 |
Exposure | \u00a0 | (321) | (859) |
| \u00a0 | Profit or loss | Equity | ||
|---|---|---|---|---|
| \u00a0 | 100 bp increase | 100 bp decrease | 100 bp increase | 100 bp decrease |
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Variable rate instruments (SOFR) | (5) | 5 | - | - |
Interest rate swap (SOFR) | - | - | 317 | (317) |
Sensitivity (net) | (5) | 5 | 317 | (317) |
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Variable rate instruments (SOFR) | (9) | 9 | - | - |
Interest rate swap (SOFR) | - | - | 356 | (356) |
Sensitivity (net) | (9) | 9 | 356 | (356) |
The exposure of US$321 million is primarily arising from the residual exposure on the unhedged portion of project loan facilities for FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o, and sale and leaseback financing agreement for FPSO Cidade de Paraty. The interest rate exposure arising from these loans is mainly offset by interest income from the Cash and Cash Equivalents at December 31, 2025.
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 2024.
At December 31, 2025, it is estimated that a general increase of 100 basis points in interest rates would decrease the Company\u2019s profit before tax for the year by approximately US$5 million (2024: decrease of US$9 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\u2019s earnings. Over the long term, however, permanent changes in interest rates could have an impact on consolidated earnings.
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 to the following commodities:
Oil exposure is mostly associated with transportation fuels connected with the Company\u2019s 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\u2019s prospective contract awards, construction contracts and operation contracts.
Incoming lease payments following the Company\u2019s contractual arrangements with its clients are not impacted by the oil price.
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\u2019s lease receivables, contract assets, other financial assets, trade and other receivables (including committed transactions), derivative financial instruments and cash and cash equivalents.
| \u00a0 | 2025 | 2024 | ||
|---|---|---|---|---|
Rating | Assets | Liabilities | Assets | Liabilities |
AA | 32 | (5) | 18 | (23) |
AA- | 76 | (10) | 101 | (99) |
A+ | 227 | (9) | 262 | (127) |
A | 30 | - | 48 | - |
BBB | - | - | - | - |
Non-investment grade | 3 | (0) | - | (17) |
Derivative financial instruments | 368 | (24) | 429 | (266) |
AAA | 100 | - | 278 | - |
AA | 4 | - | - | - |
AA- | 530 | - | 460 | - |
A+ | 411 | - | 44 | - |
A | 7 | - | 6 | - |
Non-investment grade | 34 | - | 18 | - |
Cash and cash equivalents and bank overdrafts | 1,086 | - | 806 | - |
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, 2025, and December 31, 2024, cash investments below AA- rating do not exceed US$100 million per individual counterparty.
Cash held in banks rated AA- is mainly linked to cash pledged to loan reimbursements to those same banks. Cash held in banks rated A+ is mainly related to the Company\u2019s project-related activities and additional investments with various banks to optimize and diversified surplus of cash at year end. Cash held in banks rated below A- is mainly related to the Company\u2019s activities in Brazil (US$13 million) and countries with restrictions on currency flow.
Financial assets held by the Company other than derivatives and cash and cash equivalents are mostly related to debtors in the oil and gas industry.
For trade debtors and contract assets, 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.\u00a0Individual risk limits are set based on internal or external ratings, in accordance with limits set by the Management Board. At December 31, 2025, there are three major customers in three countries that have an outstanding balance with a percentage over 10% each of the total of trade and other receivables (December 31, 2024: three major customers). Reference is made to note 4.3.19 Trade and Other Receivables for information on the distribution of the trade debtor balances by country and an analysis of the ageing of those amounts. At December 31, 2025, three major customers in three countries account for over 10% each of total recognized contract assets (December 31, 2024: three major customers in three countries).
For lease receivables and other financial assets, the credit quality of each counterpart is assessed, taking into account its credit agency rating when available or a comparable proxy. At December 31, 2025, there are two major customers in two countries that have an outstanding balance with a percentage over 10% each of the total of finance lease receivables (December 31, 2024: two major customers in two countries). The Company has concluded that these balances have low credit risk, as explained in 4.3.8 Net Impairment Gains/(Losses) on Financial and Contract Assets. Outstanding finance lease receivables are mostly graded at the equivalent between S&P ratings AAA and A (December 31, 2024: between AAA and A). Furthermore, limited recourse project financing removes a significant portion of the credit risk on finance lease receivables.
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\u2019s final client.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company\u2019s 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\u2019s reputation.
In 2025, the Company again conducted various liquidity scenarios, financial stress tests and sensitivity analyses. The conclusion remained that the Company\u2019s lease portfolio and the existing financing facilities and overall financing capacity are sufficient to ensure that the Company will continue as a going concern in the foreseeable future and it can sustain future growth plans. Furthermore, under its Lease and Operate contractual arrangements with clients, the Company has considerable time under charters in which to deal with disruptions from events outside the Company\u2019s control, thus providing it with considerable financial protection.
Liquidity is monitored using rolling forecasts of the Company\u2019s liquidity reserves, based on expected cash flows. Flexibility is secured by maintaining availability under committed credit lines.
The table below analyses the Company\u2019s non-derivative financial liabilities, derivative financial liabilities and derivative financial assets in relevant maturity groupings, based on the remaining period at the statement of financial position date until 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 SOFR 3-month rates as at the reporting date.
| \u00a0 | Note | Less than 1 year | Between 1 and 5 years | Over 5 years | Total |
|---|---|---|---|---|---|
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Borrowings | 3,624 | 6,671 | 4,409 | 14,704 | |
Lease liabilities | 20 | 52 | 62 | 135 | |
Derivative financial liabilities | 31 | 23 | 3 | 57 | |
Derivative financial assets | (206) | (226) | (160) | (592) | |
Trade and other payables | 1,266 | - | - | 1,266 | |
Total | \u00a0 | 4,735 | 6,520 | 4,314 | 15,570 |
| \u00a0 | Note | Less than 1 year | Between 1 and 5 years | Over 5 years | Total |
|---|---|---|---|---|---|
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Borrowings | 1,112 | 8,096 | 5,048 | 14,256 | |
Lease liabilities | 10 | 30 | 31 | 71 | |
Derivative financial liabilities | 215 | 74 | - | 289 | |
Derivative financial assets | (186) | (313) | (321) | (820) | |
Trade and other payables | 1,088 | - | - | 1,088 | |
Total | \u00a0 | 2,239 | 7,886 | 4,759 | 14,884 |
The Company\u2019s objectives when managing its capital structure are to safeguard the Company\u2019s ability to continue as a going concern in order to provide returns for shareholders and to optimize the Company\u2019s cost of capital while ensuring diversification of sources of external funds.
The Company mainly uses its corporate revolving credit facility (RCF, US$1.1 billion) and supply-chain financing (SCF, US$260 million) to bridge financing requirements on projects under construction.
As per December 31, 2025, all the debt associated with operating FPSOs is non-recourse.
The Company does not maintain a target net leverage ratio and continuously monitors prepayment and refinancing opportunities in its project finance facilities to optimize its capital structure. As such, from time to time, it may decide to refinance existing facilities based on the project specific circumstances and financial market conditions.
The gearing ratios at December 31, 2025, and December 31, 2024, were as follows:
| \u00a0 | 2025 | 2024 |
|---|---|---|
Total borrowings and lease liabilities | 9,155 | 8,943 |
Less: net cash and cash equivalents | 1,086 | 806 |
Net debt | 8,068 | 8,137 |
Total equity | 6,482 | 5,844 |
Total capital | 14,550 | 13,981 |
Gearing ratio | 55.5% | 58.2% |
The Company has adopted two climate change scenarios to future-proof current strategy and take appropriate action. The scenarios are based on the latest global climate model data (CMIP6) that inform the Intergovernmental Panel on Climate Change\u2019s Sixth Assessment Reports (IPCC AR6) as explained in section 3.2.1 Climate change impact, risk and opportunity:
The SSP5 8.5 scenario, a climate change scenario which assumes a fossil-intensive development path resulting in high GHG emissions and serves as a very high\u2011emissions stress test applied across 2030, 2040, and 2050;
The SSP1-2.6 scenario, a climate action scenario that emphasizes clean energy technologies and the preservation of the natural environment, resulting in a lower-emissions pathway, complemented by the IEA Net-Zero Emissions (NZE) by 2050 scenario which serves as a benchmark for the energy sector aligned with a 1.5\u00b0C global temperature increase.
Through its strategy process the Company tests the resilience of its portfolio and business model against each of these scenarios. Financial and non-financial information are aligned in order to ensure that the financial impact of climate related risks is identified. The Company assessed the physical and transitional risks disclosed in section 3.2.1 Climate change impact, risk and opportunity from a consolidated 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 nor contingent liabilities and assets in the 2025 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 reporting period.
The identified risks will however remain key points of attention, namely in the areas of impairment testing, estimation of remaining useful life, expected credit losses and provisions for future periods.
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.
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity prices, will affect the Company\u2019s 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 Company operates internationally and is exposed to foreign exchange risk arising from transactional currency exposures, primarily with respect to the euro, Singapore dollar, Chinese yuan and Brazilian real. The exposure arises from sales or purchases in currencies other than the Company\u2019s functional currency. The Company uses forward currency contracts to eliminate the currency exposure once the Company has entered into a firm commitment of a project contract.
For foreign currency risk, the principal terms of the forward currency contract (notional and settlement date) and the future expense or revenue (notional and expected cash flow date) are identical. The Company has established a hedge ratio of 1:1 for all its hedging relationships.
The main Company\u2019s exposure to foreign currency risk is as follows based on notional amounts:
| \u00a0 | 31 December 2025 | 31 December 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
in millions of local currency | EUR | SGD | BRL | CNY | EUR | SGD | BRL | CNY |
Fixed assets | 204 | 2 | 463 | 30 | 213 | - | 851 | 32 |
Current assets | 128 | 5 | 522 | 25 | 145 | 5 | 1,304 | 37 |
Long-term liabilities | (181) | (1) | (456) | (22) | (190) | (0) | (1,063) | (22) |
Current liabilities | (220) | (12) | (1,100) | (164) | (235) | (16) | (1,622) | (140) |
Gross balance sheet exposure | (70) | (7) | (570) | (132) | (68) | (12) | (530) | (93) |
Estimated forecast sales | 18 | - | - | - | - | - | - | - |
Estimated forecast purchases | (1,370) | (473) | (3,008) | (3,481) | (1,688) | (764) | (3,053) | (4,836) |
Gross exposure | (1,423) | (479) | (3,578) | (3,613) | (1,755) | (776) | (3,583) | (4,929) |
Forward exchange contracts | 1,461 | 473 | 3,621 | 3,657 | 1,808 | 775 | 3,609 | 4,937 |
Net exposure | 38 | (7) | 43 | 44 | 53 | (1) | 25 | 8 |
Net exposure in USD | 45 | (5) | 8 | 6 | 55 | (1) | 4 | 1 |
Overall, currency gross exposure decreased due to progress in the construction of FPSO Jaguar and FPSO GranMorgu, as well as the completion of the three FPSOs delivered in 2025: FPSO Almirante Tamandar\u00e9, FPSO Alexandre de Gusm\u00e3o and FPSO ONE GUYANA. Future BRL requirements remain almost stable, as the construction costs in BRL are offset by the operational needs of the Company\u2019s two new vessels operating in Brazil.
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.
| \u00a0 | 2025 | 2024 | 2025 | 2024 |
|---|---|---|---|---|
| \u00a0 | Average rate | \u00a0 | Closing rate | \u00a0 |
EUR 1 | 1.1298 | 1.0824 | 1.1750 | 1.0389 |
SGD 1 | 0.7654 | 0.7487 | 0.7779 | 0.7335 |
BRL 1 | 0.1791 | 0.1865 | 0.1826 | 0.1617 |
CNY 1 | 0.1391 | 0.1390 | 0.1428 | 0.1370 |
The sensitivity on equity and the income statement resulting from a change of 10% of the US dollar\u2019s 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 2024.
| \u00a0 | Profit or loss | Equity | ||
|---|---|---|---|---|
| \u00a0 | 10% increase | 10% decrease | 10% increase | 10% decrease |
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
EUR | (1) | 1 | (162) | 162 |
SGD | 1 | (1) | (37) | 37 |
BRL | (0) | 0 | (56) | 56 |
CNY | (0) | 0 | (50) | 50 |
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
EUR | 1 | (1) | (182) | 182 |
SGD | 0 | (0) | (56) | 56 |
BRL | (1) | 1 | (49) | 49 |
CNY | 0 | (0) | (67) | 67 |
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\u2019s earnings. Over the long-term however, permanent changes in foreign currency rates would have an impact on consolidated earnings.
The Company\u2019s exposure to risk from changes in market interest rates relates primarily to the Company\u2019s long-term debt obligations with a floating interest rate. In respect of controlling interest rate risk, the floating interest rates of long-term loans are hedged by fixed rate swaps and options for the entire maturity period. The revolving credit facility is intended for the fluctuating needs of construction financing and bears interest at floating rates, which is also swapped for fixed rates when exposure is significant.
For interest rate risk, the principal terms of the interest rate swap or option (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.
At the reporting date, the interest rate profile of the Company\u2019s interest-bearing financial instruments (excluding transaction costs) was:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Fixed rate instruments | \u00a0 | \u00a0 | \u00a0 |
Financial assets | \u00a0 | 13,173 | 6,728 |
Financial liabilities | \u00a0 | (620) | (802) |
Total | \u00a0 | 12,553 | 5,926 |
Variable rate instruments (SOFR) | \u00a0 | \u00a0 | \u00a0 |
Financial assets | \u00a0 | - | - |
Financial liabilities (SOFR) | \u00a0 | (8,773) | (8,474) |
Financial liabilities (future) (SOFR) | \u00a0 | (505) | (1,652) |
Total | \u00a0 | (9,278) | (10,126) |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Variable rate instruments (SOFR) | \u00a0 | (9,278) | (10,126) |
Less: Reimbursable items (SOFR) | \u00a0 | 3,240 | 1,500 |
Less: IRS contracts (SOFR) | \u00a0 | 5,717 | 7,867 |
Exposure | \u00a0 | (321) | (859) |
| \u00a0 | Profit or loss | Equity | ||
|---|---|---|---|---|
| \u00a0 | 100 bp increase | 100 bp decrease | 100 bp increase | 100 bp decrease |
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Variable rate instruments (SOFR) | (5) | 5 | - | - |
Interest rate swap (SOFR) | - | - | 317 | (317) |
Sensitivity (net) | (5) | 5 | 317 | (317) |
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Variable rate instruments (SOFR) | (9) | 9 | - | - |
Interest rate swap (SOFR) | - | - | 356 | (356) |
Sensitivity (net) | (9) | 9 | 356 | (356) |
The exposure of US$321 million is primarily arising from the residual exposure on the unhedged portion of project loan facilities for FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o, and sale and leaseback financing agreement for FPSO Cidade de Paraty. The interest rate exposure arising from these loans is mainly offset by interest income from the Cash and Cash Equivalents at December 31, 2025.
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 2024.
At December 31, 2025, it is estimated that a general increase of 100 basis points in interest rates would decrease the Company\u2019s profit before tax for the year by approximately US$5 million (2024: decrease of US$9 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\u2019s earnings. Over the long term, however, permanent changes in interest rates could have an impact on consolidated earnings.
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 to the following commodities:
Oil exposure is mostly associated with transportation fuels connected with the Company\u2019s 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\u2019s prospective contract awards, construction contracts and operation contracts.
Incoming lease payments following the Company\u2019s contractual arrangements with its clients are not impacted by the oil price.
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\u2019s lease receivables, contract assets, other financial assets, trade and other receivables (including committed transactions), derivative financial instruments and cash and cash equivalents.
| \u00a0 | 2025 | 2024 | ||
|---|---|---|---|---|
Rating | Assets | Liabilities | Assets | Liabilities |
AA | 32 | (5) | 18 | (23) |
AA- | 76 | (10) | 101 | (99) |
A+ | 227 | (9) | 262 | (127) |
A | 30 | - | 48 | - |
BBB | - | - | - | - |
Non-investment grade | 3 | (0) | - | (17) |
Derivative financial instruments | 368 | (24) | 429 | (266) |
AAA | 100 | - | 278 | - |
AA | 4 | - | - | - |
AA- | 530 | - | 460 | - |
A+ | 411 | - | 44 | - |
A | 7 | - | 6 | - |
Non-investment grade | 34 | - | 18 | - |
Cash and cash equivalents and bank overdrafts | 1,086 | - | 806 | - |
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, 2025, and December 31, 2024, cash investments below AA- rating do not exceed US$100 million per individual counterparty.
Cash held in banks rated AA- is mainly linked to cash pledged to loan reimbursements to those same banks. Cash held in banks rated A+ is mainly related to the Company\u2019s project-related activities and additional investments with various banks to optimize and diversified surplus of cash at year end. Cash held in banks rated below A- is mainly related to the Company\u2019s activities in Brazil (US$13 million) and countries with restrictions on currency flow.
Financial assets held by the Company other than derivatives and cash and cash equivalents are mostly related to debtors in the oil and gas industry.
For trade debtors and contract assets, 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.\u00a0Individual risk limits are set based on internal or external ratings, in accordance with limits set by the Management Board. At December 31, 2025, there are three major customers in three countries that have an outstanding balance with a percentage over 10% each of the total of trade and other receivables (December 31, 2024: three major customers). Reference is made to note 4.3.19 Trade and Other Receivables for information on the distribution of the trade debtor balances by country and an analysis of the ageing of those amounts. At December 31, 2025, three major customers in three countries account for over 10% each of total recognized contract assets (December 31, 2024: three major customers in three countries).
For lease receivables and other financial assets, the credit quality of each counterpart is assessed, taking into account its credit agency rating when available or a comparable proxy. At December 31, 2025, there are two major customers in two countries that have an outstanding balance with a percentage over 10% each of the total of finance lease receivables (December 31, 2024: two major customers in two countries). The Company has concluded that these balances have low credit risk, as explained in 4.3.8 Net Impairment Gains/(Losses) on Financial and Contract Assets. Outstanding finance lease receivables are mostly graded at the equivalent between S&P ratings AAA and A (December 31, 2024: between AAA and A). Furthermore, limited recourse project financing removes a significant portion of the credit risk on finance lease receivables.
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\u2019s final client.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company\u2019s 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\u2019s reputation.
In 2025, the Company again conducted various liquidity scenarios, financial stress tests and sensitivity analyses. The conclusion remained that the Company\u2019s lease portfolio and the existing financing facilities and overall financing capacity are sufficient to ensure that the Company will continue as a going concern in the foreseeable future and it can sustain future growth plans. Furthermore, under its Lease and Operate contractual arrangements with clients, the Company has considerable time under charters in which to deal with disruptions from events outside the Company\u2019s control, thus providing it with considerable financial protection.
Liquidity is monitored using rolling forecasts of the Company\u2019s liquidity reserves, based on expected cash flows. Flexibility is secured by maintaining availability under committed credit lines.
The table below analyses the Company\u2019s non-derivative financial liabilities, derivative financial liabilities and derivative financial assets in relevant maturity groupings, based on the remaining period at the statement of financial position date until 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 SOFR 3-month rates as at the reporting date.
| \u00a0 | Note | Less than 1 year | Between 1 and 5 years | Over 5 years | Total |
|---|---|---|---|---|---|
31 December 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Borrowings | 3,624 | 6,671 | 4,409 | 14,704 | |
Lease liabilities | 20 | 52 | 62 | 135 | |
Derivative financial liabilities | 31 | 23 | 3 | 57 | |
Derivative financial assets | (206) | (226) | (160) | (592) | |
Trade and other payables | 1,266 | - | - | 1,266 | |
Total | \u00a0 | 4,735 | 6,520 | 4,314 | 15,570 |
| \u00a0 | Note | Less than 1 year | Between 1 and 5 years | Over 5 years | Total |
|---|---|---|---|---|---|
31 December 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Borrowings | 1,112 | 8,096 | 5,048 | 14,256 | |
Lease liabilities | 10 | 30 | 31 | 71 | |
Derivative financial liabilities | 215 | 74 | - | 289 | |
Derivative financial assets | (186) | (313) | (321) | (820) | |
Trade and other payables | 1,088 | - | - | 1,088 | |
Total | \u00a0 | 2,239 | 7,886 | 4,759 | 14,884 |
The Company\u2019s objectives when managing its capital structure are to safeguard the Company\u2019s ability to continue as a going concern in order to provide returns for shareholders and to optimize the Company\u2019s cost of capital while ensuring diversification of sources of external funds.
The Company mainly uses its corporate revolving credit facility (RCF, US$1.1 billion) and supply-chain financing (SCF, US$260 million) to bridge financing requirements on projects under construction.
As per December 31, 2025, all the debt associated with operating FPSOs is non-recourse.
The Company does not maintain a target net leverage ratio and continuously monitors prepayment and refinancing opportunities in its project finance facilities to optimize its capital structure. As such, from time to time, it may decide to refinance existing facilities based on the project specific circumstances and financial market conditions.
The gearing ratios at December 31, 2025, and December 31, 2024, were as follows:
| \u00a0 | 2025 | 2024 |
|---|---|---|
Total borrowings and lease liabilities | 9,155 | 8,943 |
Less: net cash and cash equivalents | 1,086 | 806 |
Net debt | 8,068 | 8,137 |
Total equity | 6,482 | 5,844 |
Total capital | 14,550 | 13,981 |
Gearing ratio | 55.5% | 58.2% |
The Company has several joint arrangements and associates:
Entity name | Partners | Joint venture/ | % of ownership | Country registration | 2025 main reporting segment | Project name |
|---|---|---|---|---|---|---|
Normand Installer S.A. | The Solstad group | Joint venture | 49.90 | Switzerland | Turnkey | Normand Installer |
Ocean-Power AS | Agri AS; CapeOmega; Knatten I AS among others | Associate | 7.69 | Norway | Turnkey | Ocean Power |
Ekwil S.A.S | Technip Energies | Joint venture | 50.00 | France | Turnkey | Ekwil |
Ekwil Monaco S.A.M | Technip Energies | Joint venture | 50.00 | Monaco | Turnkey | Ekwil |
STS VOF | Technip Energies | Joint operation | 52.00 | Netherlands | Turnkey | FPSO GranMorgu |
STS 58 B.V. | Technip Energies | Joint operation | 52.00 | Netherlands | Turnkey | FPSO GranMorgu |
The movements in investments in associates and joint ventures are as follows:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Investments in associates and joint ventures at 1 January | \u00a0 | 21 | 288 |
Share of profit of equity-accounted investees | (4) | 19 | |
Dividends | \u00a0 | - | - |
Cash flow hedges | \u00a0 | (0) | (0) |
Capital increase/(decrease) | \u00a0 | 7 | (225) |
Foreign currency variations | \u00a0 | 0 | 0 |
Reclassification to assets held for sale | \u00a0 | - | (60) |
Other | \u00a0 | - | (1) |
Investments in associates and joint ventures at 31 December | \u00a0 | 23 | 21 |
In 2025, the consolidated statement of comprehensive income included US$0 million of other comprehensive income from equity-accounted investees (2024: US$31 million).
On January 31, 2025, the Company completed its full divestment of its equity interest in the lease and operating entities of the FPSO Kikeh in Malaysia, to its partner MISC Berhad. As of December 31, 2024, the Company\u2019s interests in the FPSO Kikeh entities were classified as assets held for sale and were previously classified as joint ventures.
The following tables present the figures at 100%.
Project name | \u00a0 | Total assets | Non-current assets | Cash | Loans | Non- current liabilities | Current liabilities | Dividends paid | Revenue |
|---|---|---|---|---|---|---|---|---|---|
Non material joint ventures/associates | \u00a0 | 81 | 48 | 23 | 18 | 0 | 36 | - | 5 |
Total at 100% | \u00a0 | 81 | 48 | 23 | 18 | 0 | 36 | - | 5 |
Project name | \u00a0 | Total assets | Non-current assets | Cash | Loans | Non- current liabilities | Current liabilities | Dividends paid | Revenue |
|---|---|---|---|---|---|---|---|---|---|
Non material joint ventures/associates | \u00a0 | 76 | 41 | 25 | 23 | 18 | 18 | - | 1 |
Total at 100% | \u00a0 | 76 | 41 | 25 | 23 | 18 | 18 | - | 1 |
The interest-bearing loans and other borrowings held by joint ventures and associates are as follows:
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | Net book value at 31 December 2025 | Net book value at 31 December 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|
Entity name | % Ownership | % Interest | Maturity | Non-current | Current | Total | Non-current | Current | Total |
Normand Installer SA | 49.90 | 6.00% | 15-12-2026 | - | 5 | 5 | 5 | 6 | 11 |
US$ Project Finance facilities drawn | \u00a0 | \u00a0 | \u00a0 | - | 5 | 5 | 5 | 6 | 11 |
Loans from subsidiaries of | \u00a0 | \u00a0 | \u00a0 | - | 6 | 6 | 6 | - | 6 |
Loans from other shareholders of the joint ventures and associates | \u00a0 | \u00a0 | \u00a0 | - | 6 | 6 | 6 | - | 6 |
Net book value of loans and borrowings | \u00a0 | \u00a0 | \u00a0 | - | 18 | 18 | 18 | 6 | 23 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Net result at 100% | \u00a0 | (9) | 28 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Equity at 100% | \u00a0 | 44 | 41 |
Partner ownership | \u00a0 | (21) | (20) |
Share in negative net equity reclassification to loans to joint ventures and associates | \u00a0 | - | - |
Investments in associates and joint ventures | \u00a0 | 23 | 21 |
The Company has several jointly owned subsidiaries:
Entity name | Partners | % of ownership | Country registration | 2025 main reporting segment | Project name |
|---|---|---|---|---|---|
Alfa Lula Alto S.\u00e0.r.l. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Luxembourg | Turnkey | FPSO Cidade de Marica |
Alfa Lula Alto Holding Ltd. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Bermuda | Lease & Operate | FPSO Cidade de Marica |
Alfa Lula Alto Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Marica |
Alfa Lula Alto S.\u00e0 r.l. (Brazilian branche) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Marica |
Beta Lula Central S.\u00e0.r.l. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Luxembourg | Turnkey | FPSO Cidade de Saquarema |
Beta Lula Central Holding Ltd. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Bermuda | Lease & Operate | FPSO Cidade de Saquarema |
Beta Lula Central Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Saquarema |
Beta Lula Central S.\u00e0 r.l. (Brazilian branche) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Saquarema |
Tupi Nordeste S.\u00e0.r.l. | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Luxembourg | Lease & Operate | FPSO Cidade de Paraty |
Tupi Nordeste Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Brazil | Lease & Operate | FPSO Cidade de Paraty |
Tupi Nordeste Holding Ltd. | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Bermuda | Lease & Operate | FPSO Cidade de Paraty |
Tupi Nordeste S.\u00e0 r.l. (Brazilian branche) | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Bermuda | Lease & Operate | FPSO Cidade de Paraty |
Guara Norte S.\u00e0.r.l. | Mitsubishi Corporation | 75.00 | Luxembourg | Lease & Operate | FPSO Cidade de Ilhabela |
Guara Norte Holding Ltd. | Mitsubishi Corporation | 75.00 | Bermuda | Lease & Operate | FPSO Cidade de Ilhabela |
Guara Norte Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation | 75.00 | Brazil | Lease & Operate | FPSO Cidade de Ilhabela |
Guara Norte S.\u00e0 r.l. (Brazilian branche) | Mitsubishi Corporation | 75.00 | Brazil | Lease & Operate | FPSO Cidade de Ilhabela |
Mero 2 Operacoes Maritima Ltd. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | Brazil | Lease & Operate | FPSO Sepetiba |
Mero 2 Operacoes Holding S.A. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | Switzerland | Lease & Operate | FPSO Sepetiba |
Mero 2 Owning B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | The Netherlands | Lease & Operate | FPSO Sepetiba |
Mero 2 B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | The Netherlands | Lease & Operate | FPSO Sepetiba |
MERO 2 B.V. (Brazilian Branch) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | The Netherlands | Lease & Operate | FPSO Sepetiba |
YTSM JV S.A. | CB&I Nederland B.V. | 70.00 | Switzerland | Lease & Operate | FPSO ONE GUYANA |
Tamandare Owning B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandare B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandare Operations Holding S.A. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Switzerland | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandar\u00e9 Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandare BV (Brazilian Branch) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
MERO 4 BV (Brazilian Branch) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
MERO 4 Owning B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
MERO 4 B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
Mero 4 Operations Holding S.A. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Switzerland | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
Mero 4 Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
Sonasing Xikomba Ltd. | Angola Offshore Services Limitada | 60.00 | Bermuda | Lease & Operate | N'Goma FPSO |
NOVA EAST WIND INC. | Micantia Wind Inc - DP Global Energy Limited | 90.00 | Canada | Turnkey | Atlantic Canada |
On June 4, 2025, the Company announced it had signed a Share Purchase Agreement for the full divestment of the Company\u2019s equity interest in the lease and operating entities of FPSO Aseng to its partner GEPetrol. The Company\u2019s exit from Equatorial Guinea will take place following an operational transition phase lasting up to 12 months.
The transaction was completed in December 2025 and the Company recognized a loss of US$20 million upon completion, included in \u2018Other operating income/(expense)\u2019.
In the 2025 consolidated cash flow statement, the transaction generated net cash outflows totaling US$(55) million including US$(67) million from cash and cash equivalents derecognized, presented as cash flows from investing activities.
The carrying amounts of the derecognized assets and liabilities of the subsidiaries at the date of the transaction were:
in millions of US$ | 17 December 2025 |
|---|---|
Finance lease receivables | 24 |
Trade debtors and other receivables | 21 |
Cash and cash equivalents | 67 |
Total assets | 112 |
Trade and other payables | 24 |
Total liabilities | 24 |
Assets and liabilities derecognized | 88 |
The US$(25)million reported in the line \u2019Disposal of subsidiaries\u2019 in 4.2.4 Consolidated Statement of Changes in Equity arises from the derecognition of non-controlling interests following the Company\u2019s divestment from the lease and operating entities of FPSO Aseng.
The US$33 million reported in the line \u2019Transaction with non-controlling interests\u2019 in 4.2.4 Consolidated Statement of Changes in Equity mainly relates to:
The impact of the full acquisition of the lease and operating entities related to FPSO Espirito Santo of US$33 million;
Equity contributions towards investees made during the year, related to FPSO Sepetiba, FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o for a combined US$114 million and received share premium reserve reimbursements from investees related to FPSO Sepetiba and FPSO Alexandre de Gusm\u00e3o for a combined US$(112) million; partially offset by
A US$2 million reattribution of dividends from non-controlling interests over Sonasing Xikomba Ltd.
As announced on September 6, 2024, the Company and its partner MISC Berhad signed share purchase agreements for the total acquisition of MISC Berhad\u2019s entire effective equity interest in the lease and operating entities related to FPSO Espirito Santo in Brazil. The transaction was completed on January 31, 2025, following the completion of conditions precedent. Consequently, the Company recognized a reduction of US$33 million in non-controlling interests, including US$2 million that was reattributed to retained earnings.
In 2024, the Company obtained control of Sonasing Xikomba Ltd. through the purchase of an additional 30% stake from Sonangol, together with a subsequent disposal of 20% to AOSL. Both transactions were considered linked transactions and were therefore recognized as a single transaction, leading the Company to a final ownership position of 60% in 2024. The transaction with AOSL was completed in December 2025, following the AOSL payment of US$43 million in consideration for the 20% stake, presented in \u2019Acquisition of subsidiaries, net of cash acquired\u2019 in the consolidated cash flow statement and with no impact on the Company\u2019s equity or profit or loss in 2025.
Prior to completion of the transaction with AOSL, the percentage of dividends attributed to the subsidiary\u2019s non-controlling interests, presented in \u2018Cash dividend\u2019 in the Company\u2019s consolidated statement of changes in equity, was based on deemed ownership, while dividends were distributed to shareholders based on legal ownership. Accordingly, in 2025 an amount of US$2 million was reattributed in equity from non-controlling interests to retained earnings (2024: US$27 million).
Included in the consolidated financial statements are the following items that represent the Company\u2019s interest in the revenues, assets and loans of the partially owned subsidiaries.
Figures are presented at 100% before elimination of intercompany transactions.
Project name | Place of business | Total assets | Non-current assets | Cash | Loans | Non-current liabilities | Current liabilities | Dividends to NCI | Revenue |
|---|---|---|---|---|---|---|---|---|---|
FPSO Cidade de Marica | Brazil | 1,350 | 1,144 | 78 | 409 | 267 | 187 | - | 224 |
FPSO Cidade de Saquarema | Brazil | 1,329 | 1,162 | 42 | 597 | 479 | 153 | 4 | 221 |
FPSO Cidade de Paraty | Brazil | 795 | 608 | 51 | 358 | 314 | 100 | 164 | 185 |
FPSO Cidade de Ilhabela | Brazil | 1,143 | 961 | 52 | 620 | 565 | 94 | 17 | 212 |
FPSO Sepetiba | Brazil | 3,813 | 3,630 | 34 | 3,005 | 2,945 | 322 | 12 | 258 |
FPSO Almirante Tamandar\u00e9 | Brazil | 4,746 | 4,586 | 77 | 3,689 | 3,589 | 202 | - | 428 |
FPSO Alexandre de Gusm\u00e3o | Brazil | 4,920 | 4,682 | 119 | 3,817 | 3,682 | 325 | - | 734 |
FPSO ONE GUYANA | Guyana | 140 | - | 0 | - | - | 70 | 3 | 395 |
Non material NCI | \u00a0 | 227 | 0 | 29 | 48 | 16 | 54 | 72 | 20 |
Total 100% | \u00a0 | 18,463 | 16,773 | 483 | 12,543 | 11,855 | 1,507 | 272 | 2,678 |
Project name | Place of business | Total assets | Non-current assets | Cash | Loans | Non-current liabilities | Current liabilities | Dividends to NCI | Revenue |
|---|---|---|---|---|---|---|---|---|---|
FPSO Aseng / FPSO Serpentina | Equatorial Guinea | 149 | 24 | 66 | 0 | - | 54 | - | 91 |
FPSO Espirito Santo | Brazil | 156 | 67 | 39 | 92 | 85 | 105 | - | 76 |
FPSO Cidade de Marica | Brazil | 1,441 | 1,244 | 71 | 544 | 410 | 962 | 10 | 236 |
FPSO Cidade de Saquarema | Brazil | 1,419 | 1,262 | 32 | 712 | 603 | 728 | 8 | 236 |
FPSO Cidade de Paraty | Brazil | 929 | 773 | 20 | - | 2 | 907 | 32 | 170 |
FPSO Cidade de Ilhabela | Brazil | 1,245 | 1,068 | 49 | - | 0 | 1,223 | 18 | 237 |
FPSO Sepetiba | Brazil | 4,462 | 3,749 | 43 | 3,126 | 3,080 | 575 | - | 267 |
FPSO Almirante Tamandar\u00e9 | Brazil | 3,377 | 119 | 24 | 1,497 | 1,508 | 118 | - | (1,648) |
FPSO Alexandre de Gusm\u00e3o | Brazil | 2,343 | 87 | 25 | 1,215 | 1,359 | 147 | - | 717 |
FPSO ONE GUYANA | Guyana | 236 | 0 | 0 | 75 | - | 188 | 5 | 515 |
Non material NCI | \u00a0 | 25 | 5 | 2 | 3 | 3 | 9 | - | (0) |
Total 100% | \u00a0 | 15,783 | 8,398 | 371 | 7,263 | 7,051 | 5,015 | 72 | 897 |
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 \u2013 Fair Values and Risk Management. The risks identified are deemed to be inherent to the operations of the Company as a whole and includes the risk profiles of interests in other entities.
Included in the consolidated financial statements are the following items that represent the aggregate contribution of the partially owned subsidiaries to the Company consolidated financial statements:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Net result | \u00a0 | 186 | 61 |
Accumulated amount of NCI | \u00a0 | 2,076 | 2,225 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Equity at 100% | \u00a0 | 5,101 | 3,717 |
Company ownership | \u00a0 | (3,025) | (1,492) |
Accumulated amount of NCI | \u00a0 | 2,076 | 2,225 |
The Company has several jointly owned subsidiaries:
Entity name | Partners | % of ownership | Country registration | 2025 main reporting segment | Project name |
|---|---|---|---|---|---|
Alfa Lula Alto S.\u00e0.r.l. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Luxembourg | Turnkey | FPSO Cidade de Marica |
Alfa Lula Alto Holding Ltd. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Bermuda | Lease & Operate | FPSO Cidade de Marica |
Alfa Lula Alto Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Marica |
Alfa Lula Alto S.\u00e0 r.l. (Brazilian branche) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Marica |
Beta Lula Central S.\u00e0.r.l. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Luxembourg | Turnkey | FPSO Cidade de Saquarema |
Beta Lula Central Holding Ltd. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Bermuda | Lease & Operate | FPSO Cidade de Saquarema |
Beta Lula Central Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Saquarema |
Beta Lula Central S.\u00e0 r.l. (Brazilian branche) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 61.00 | Brazil | Lease & Operate | FPSO Cidade de Saquarema |
Tupi Nordeste S.\u00e0.r.l. | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Luxembourg | Lease & Operate | FPSO Cidade de Paraty |
Tupi Nordeste Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Brazil | Lease & Operate | FPSO Cidade de Paraty |
Tupi Nordeste Holding Ltd. | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Bermuda | Lease & Operate | FPSO Cidade de Paraty |
Tupi Nordeste S.\u00e0 r.l. (Brazilian branche) | Nippon Yusen Kabushiki Kaisha; Itochu Corporation | 63.13 | Bermuda | Lease & Operate | FPSO Cidade de Paraty |
Guara Norte S.\u00e0.r.l. | Mitsubishi Corporation | 75.00 | Luxembourg | Lease & Operate | FPSO Cidade de Ilhabela |
Guara Norte Holding Ltd. | Mitsubishi Corporation | 75.00 | Bermuda | Lease & Operate | FPSO Cidade de Ilhabela |
Guara Norte Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation | 75.00 | Brazil | Lease & Operate | FPSO Cidade de Ilhabela |
Guara Norte S.\u00e0 r.l. (Brazilian branche) | Mitsubishi Corporation | 75.00 | Brazil | Lease & Operate | FPSO Cidade de Ilhabela |
Mero 2 Operacoes Maritima Ltd. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | Brazil | Lease & Operate | FPSO Sepetiba |
Mero 2 Operacoes Holding S.A. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | Switzerland | Lease & Operate | FPSO Sepetiba |
Mero 2 Owning B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | The Netherlands | Lease & Operate | FPSO Sepetiba |
Mero 2 B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | The Netherlands | Lease & Operate | FPSO Sepetiba |
MERO 2 B.V. (Brazilian Branch) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha; China Merchants Financial Leasing | 51.00 | The Netherlands | Lease & Operate | FPSO Sepetiba |
YTSM JV S.A. | CB&I Nederland B.V. | 70.00 | Switzerland | Lease & Operate | FPSO ONE GUYANA |
Tamandare Owning B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandare B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandare Operations Holding S.A. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Switzerland | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandar\u00e9 Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
Tamandare BV (Brazilian Branch) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Almirante Tamandar\u00e9 |
MERO 4 BV (Brazilian Branch) | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
MERO 4 Owning B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
MERO 4 B.V. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | The Netherlands | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
Mero 4 Operations Holding S.A. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Switzerland | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
Mero 4 Opera\u00e7\u00f5es Mar\u00edtimas Ltda. | Mitsubishi Corporation; Nippon Yusen Kabushiki Kaisha | 55.00 | Brazil | Lease & Operate | FPSO Alexandre de Gusm\u00e3o |
Sonasing Xikomba Ltd. | Angola Offshore Services Limitada | 60.00 | Bermuda | Lease & Operate | N'Goma FPSO |
NOVA EAST WIND INC. | Micantia Wind Inc - DP Global Energy Limited | 90.00 | Canada | Turnkey | Atlantic Canada |
On June 4, 2025, the Company announced it had signed a Share Purchase Agreement for the full divestment of the Company\u2019s equity interest in the lease and operating entities of FPSO Aseng to its partner GEPetrol. The Company\u2019s exit from Equatorial Guinea will take place following an operational transition phase lasting up to 12 months.
The transaction was completed in December 2025 and the Company recognized a loss of US$20 million upon completion, included in \u2018Other operating income/(expense)\u2019.
In the 2025 consolidated cash flow statement, the transaction generated net cash outflows totaling US$(55) million including US$(67) million from cash and cash equivalents derecognized, presented as cash flows from investing activities.
The carrying amounts of the derecognized assets and liabilities of the subsidiaries at the date of the transaction were:
in millions of US$ | 17 December 2025 |
|---|---|
Finance lease receivables | 24 |
Trade debtors and other receivables | 21 |
Cash and cash equivalents | 67 |
Total assets | 112 |
Trade and other payables | 24 |
Total liabilities | 24 |
Assets and liabilities derecognized | 88 |
The US$(25)million reported in the line \u2019Disposal of subsidiaries\u2019 in 4.2.4 Consolidated Statement of Changes in Equity arises from the derecognition of non-controlling interests following the Company\u2019s divestment from the lease and operating entities of FPSO Aseng.
The US$33 million reported in the line \u2019Transaction with non-controlling interests\u2019 in 4.2.4 Consolidated Statement of Changes in Equity mainly relates to:
The impact of the full acquisition of the lease and operating entities related to FPSO Espirito Santo of US$33 million;
Equity contributions towards investees made during the year, related to FPSO Sepetiba, FPSO Almirante Tamandar\u00e9 and FPSO Alexandre de Gusm\u00e3o for a combined US$114 million and received share premium reserve reimbursements from investees related to FPSO Sepetiba and FPSO Alexandre de Gusm\u00e3o for a combined US$(112) million; partially offset by
A US$2 million reattribution of dividends from non-controlling interests over Sonasing Xikomba Ltd.
As announced on September 6, 2024, the Company and its partner MISC Berhad signed share purchase agreements for the total acquisition of MISC Berhad\u2019s entire effective equity interest in the lease and operating entities related to FPSO Espirito Santo in Brazil. The transaction was completed on January 31, 2025, following the completion of conditions precedent. Consequently, the Company recognized a reduction of US$33 million in non-controlling interests, including US$2 million that was reattributed to retained earnings.
In 2024, the Company obtained control of Sonasing Xikomba Ltd. through the purchase of an additional 30% stake from Sonangol, together with a subsequent disposal of 20% to AOSL. Both transactions were considered linked transactions and were therefore recognized as a single transaction, leading the Company to a final ownership position of 60% in 2024. The transaction with AOSL was completed in December 2025, following the AOSL payment of US$43 million in consideration for the 20% stake, presented in \u2019Acquisition of subsidiaries, net of cash acquired\u2019 in the consolidated cash flow statement and with no impact on the Company\u2019s equity or profit or loss in 2025.
Prior to completion of the transaction with AOSL, the percentage of dividends attributed to the subsidiary\u2019s non-controlling interests, presented in \u2018Cash dividend\u2019 in the Company\u2019s consolidated statement of changes in equity, was based on deemed ownership, while dividends were distributed to shareholders based on legal ownership. Accordingly, in 2025 an amount of US$2 million was reattributed in equity from non-controlling interests to retained earnings (2024: US$27 million).
Included in the consolidated financial statements are the following items that represent the Company\u2019s interest in the revenues, assets and loans of the partially owned subsidiaries.
Figures are presented at 100% before elimination of intercompany transactions.
Project name | Place of business | Total assets | Non-current assets | Cash | Loans | Non-current liabilities | Current liabilities | Dividends to NCI | Revenue |
|---|---|---|---|---|---|---|---|---|---|
FPSO Cidade de Marica | Brazil | 1,350 | 1,144 | 78 | 409 | 267 | 187 | - | 224 |
FPSO Cidade de Saquarema | Brazil | 1,329 | 1,162 | 42 | 597 | 479 | 153 | 4 | 221 |
FPSO Cidade de Paraty | Brazil | 795 | 608 | 51 | 358 | 314 | 100 | 164 | 185 |
FPSO Cidade de Ilhabela | Brazil | 1,143 | 961 | 52 | 620 | 565 | 94 | 17 | 212 |
FPSO Sepetiba | Brazil | 3,813 | 3,630 | 34 | 3,005 | 2,945 | 322 | 12 | 258 |
FPSO Almirante Tamandar\u00e9 | Brazil | 4,746 | 4,586 | 77 | 3,689 | 3,589 | 202 | - | 428 |
FPSO Alexandre de Gusm\u00e3o | Brazil | 4,920 | 4,682 | 119 | 3,817 | 3,682 | 325 | - | 734 |
FPSO ONE GUYANA | Guyana | 140 | - | 0 | - | - | 70 | 3 | 395 |
Non material NCI | \u00a0 | 227 | 0 | 29 | 48 | 16 | 54 | 72 | 20 |
Total 100% | \u00a0 | 18,463 | 16,773 | 483 | 12,543 | 11,855 | 1,507 | 272 | 2,678 |
Project name | Place of business | Total assets | Non-current assets | Cash | Loans | Non-current liabilities | Current liabilities | Dividends to NCI | Revenue |
|---|---|---|---|---|---|---|---|---|---|
FPSO Aseng / FPSO Serpentina | Equatorial Guinea | 149 | 24 | 66 | 0 | - | 54 | - | 91 |
FPSO Espirito Santo | Brazil | 156 | 67 | 39 | 92 | 85 | 105 | - | 76 |
FPSO Cidade de Marica | Brazil | 1,441 | 1,244 | 71 | 544 | 410 | 962 | 10 | 236 |
FPSO Cidade de Saquarema | Brazil | 1,419 | 1,262 | 32 | 712 | 603 | 728 | 8 | 236 |
FPSO Cidade de Paraty | Brazil | 929 | 773 | 20 | - | 2 | 907 | 32 | 170 |
FPSO Cidade de Ilhabela | Brazil | 1,245 | 1,068 | 49 | - | 0 | 1,223 | 18 | 237 |
FPSO Sepetiba | Brazil | 4,462 | 3,749 | 43 | 3,126 | 3,080 | 575 | - | 267 |
FPSO Almirante Tamandar\u00e9 | Brazil | 3,377 | 119 | 24 | 1,497 | 1,508 | 118 | - | (1,648) |
FPSO Alexandre de Gusm\u00e3o | Brazil | 2,343 | 87 | 25 | 1,215 | 1,359 | 147 | - | 717 |
FPSO ONE GUYANA | Guyana | 236 | 0 | 0 | 75 | - | 188 | 5 | 515 |
Non material NCI | \u00a0 | 25 | 5 | 2 | 3 | 3 | 9 | - | (0) |
Total 100% | \u00a0 | 15,783 | 8,398 | 371 | 7,263 | 7,051 | 5,015 | 72 | 897 |
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 \u2013 Fair Values and Risk Management. The risks identified are deemed to be inherent to the operations of the Company as a whole and includes the risk profiles of interests in other entities.
Included in the consolidated financial statements are the following items that represent the aggregate contribution of the partially owned subsidiaries to the Company consolidated financial statements:
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Net result | \u00a0 | 186 | 61 |
Accumulated amount of NCI | \u00a0 | 2,076 | 2,225 |
| \u00a0 | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Equity at 100% | \u00a0 | 5,101 | 3,717 |
Company ownership | \u00a0 | (3,025) | (1,492) |
Accumulated amount of NCI | \u00a0 | 2,076 | 2,225 |
During 2025, the Company and its non-controlling interests made equity contributions towards investees related to FPSOs Sepetiba, Almirante Tamandar\u00e9, and Alexandre de Gusm\u00e3o (combined US$250 million) and received share premium reserve reimbursement from investees related to FPSO Sepetiba and FPSO Alexandre de Gusm\u00e3o (combined US$246 million). There were no other major related party transactions requiring additional disclosure in the consolidated financial statements.
For relations with Supervisory Board members, Management Board members and other key personnel, reference is made to note 4.3.6 Employee Benefit Expenses.
The Company has transactions with joint ventures and associates which are recognized as follows in the Company\u2019s consolidated financial statements:
| \u00a0 | Note | 2025 | 2024 |
|---|---|---|---|
Revenue | \u00a0 | - | 184 |
Cost of sales | \u00a0 | (20) | (29) |
Loans to joint ventures and associates | 6 | 6 | |
Trade receivables | \u00a0 | 2 | 12 |
Trade payables | \u00a0 | 4 | 0 |
The Company has granted loans to joint ventures and associates, such as shareholder loans and funding loans, at rates comparable to the applicable market rates.
During the period, the Company entered into trading transactions with joint ventures and associates on terms equivalent to those that prevail in arm\u2019s-length transactions.
The decrease in \u2019Revenue with related parties\u2019 and \u2019Trade receivables\u2019 is mostly due to ownership changes for entities fully or mostly excluded in 2025, namely the mid-2024 acquisition of interests held by Sonangol related to FPSOs\u00a0N\u2019Goma, Saxi\u00a0Batuque\u00a0and\u00a0Mondo, and the full\u00a0divestment\u00a0in early 2025 of the Company's interests in\u00a0FPSO Kikeh.
Additional information regarding the joint ventures and associates is available in note 4.3.29 Investment in Associates and Joint Arrangements.
Auditor fees included in \u2019Other operating costs\u2019 are the agreed fees with Deloitte, the Company\u2019s external independent auditor in 2025 and 2024, are summarized as follows:
in thousands of US$ | \u00a0 | 2025 | 2024 |
|---|---|---|---|
Audit of financial statements | \u00a0 | 4,214 | 4,030 |
Out of which: | \u00a0 | \u00a0 | \u00a0 |
- invoiced by Deloitte Accountants B.V. | \u00a0 | 2,655 | 2,941 |
- invoiced by Deloitte network firms | \u00a0 | 1,559 | 1,089 |
Tax advisory services by Deloitte network firms | \u00a0 | 60 | 17 |
Other assurance services by Deloitte network firms | \u00a0 | 303 | 308 |
Total | \u00a0 | 4,577 | 4,355 |
Total audit fees increased mainly due to the new scope of the audit of financial statements, also following the award of new projects for the company and the increased regulatory environment relating to tax.
In both 2025 and 2024, the other assurance services were mainly related to the review of the Company sustainability report. No other non-assurance services were conducted, other than the ones already disclosed.
The Company has revised its dividend policy to include dividend payments on a semi-annual basis. The Company\u2019s shareholder return policy is to maintain a stable annual cash return to shareholders which grows over time, with flexibility for the Company to make such cash return in the form of cash dividend, paid semi-annually, and the repurchase of shares. Determination of the annual cash return is based on the Company\u2019s assessment of its underlying cash flow position. The Company prioritizes a stable cash distribution to shareholders and funding of growth projects, with the option to apply surplus capital towards incremental cash returns to shareholders.
As a result, following review of its liquidity position and forecast, the Company intends to pay US$2.57 per share1 through a US$270 million (EUR227 million equivalent2) share repurchase program and a proposed US$200m in aggregate dividend3 (EUR169 million equivalent or US$1.17 per share1). The Company proposes a US$100m dividend for the year 2025 and a US$100 million dividend in aggregate for the first half year 20264.
This represents an increase in total cash return of 57% compared with 2025. The objective of the share buyback program would be to reduce share capital and provide shares for regular management and employee share programs (maximum US$30 million). Shares repurchased as part of the cash return will be cancelled.
On February 4, 2026, the Company and ExxonMobil Guyana Ltd, an affiliate of Exxon Mobil Corporation, announced they have completed the transaction related to the purchase of FPSO\u00a0ONE GUYANA,\u00a0ahead of the maximum lease term which would have expired in August 2027. The purchase allows ExxonMobil Guyana to assume ownership of the unit while the Company will continue to operate and maintain the FPSO up to 2035.
The transaction comprises a total cash consideration of c. US$2.32 billion. The net cash proceeds have been primarily used for the full repayment of the US$1.74 billion project financing and as such materially decreased SBM Offshore\u2019s net debt position.
As detailed in note 4.3.1 Financial Highlights, under IFRS the financial lease receivable for FPSO ONE GUYANA and the related project financing liability were both remeasured and presented fully as current in the 2025 financial statements reflecting the expected purchase of the vessel in February 2026. As such, the purchase will not have a material impact in the Company's consolidated income statement in 2026.