Prospectus - SBM Offshore

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Financial year ended 31 December (in thousands of US$, except for weighted average number of shares and earnings per share) 2012 2011 2010 CONSOLIDATED INCOME STATEMENT Revenue 3,695,223 3,156,826 3,055,761 Cost of sales (3,571,655) (3,317,774) (2,520,269) Gross margin 123,568 (160,948) 535,492 Other operating income 130,639 1,894 2,240 Selling and marketing expenses (49,611) (46,722) (44,617) General and administrative expenses (128,770) (84,435) (85,977) Research and development expenses (25,349) (50,408) (20,659) Operating profit/(loss) (EBIT) 50,477 (340,619) 386,479 Financial income 15,640 13,198 19,734 Financial expenses (102,496) (63,145) (103,475) Net financing costs (86,856) (49,947) (83,741) Profit/(loss) before tax (36,379) (390,566) 302,738 Income tax expense (38,481) (50,048) (26,727) Profit/(loss) (74,860) (440,614) 276,011 Attributable to shareholders of the parent company (79,488) (472,657) 239,960 Attributable to non-controlling interests 4,628 32,043 36,051 Profit (74,860) (440,614) 276,011 Weighted average number of shares outstanding 172,280,556 170,342,173 167,095,777 Basic earnings/(loss) per share US$ (0.46) US$ (2.77) US$ 1.44 Fully diluted earnings/(loss) per share US$ (0.46) US$ (2.77) US$ 1.42 Financial year ended 31 December (in thousands of US$) 2012 2011 2010 CONSOLIDATED CASH FLOW STATEMENT Net cash from operating activities 1,143,470 1,157,604 981,804 Net cash used in investing activities (1,033,991) (1,311,201) (1,045,188) Net cash from financing activities 473,217 216,468 23,984 Net increase/(decrease) in cash and cash equivalents 582,696 62,871 (39,400) Cash and cash equivalents at 1 January 164,700 103,421 146,712 Currency differences 927 (1,592) (3,891) Cash and cash equivalents at 31 December 748,323 164,700 103,421 0105735-0000002 AMCO:5624830.1 8
As at 31 December (in thousands of US$) 2012 2011 2010 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ASSETS Property, plant and equipment 2,482,160 2,533,666 2,941,810 Intangible assets 29,225 47,300 67,924 Investment in associates - 41 42 Other financial assets 833,771 963,497 221,146 Deferred tax assets 40,682 9,959 15,717 Derivative financial instruments 11,035 9,524 31,252 Total non-current assets 3,396,873 3,563,987 3,277,891 Inventories 20,318 27,915 29,280 Trade and other receivables 906,309 996,023 723,560 Income tax receivable 293 416 2,932 Construction work in progress 1,159,994 499,062 833,808 Derivative financial instruments 25,847 29,158 95,317 Cash and cash equivalents 748,323 173,500 110,648 Assets held for sale 77,431 - - Total current assets 2,938,515 1,726,074 1,795,545 Total assets 6,335,388 5,290,061 5,073,436 EQUITY AND LIABILITIES Issued share capital 62,412 55,504 56,420 Share premium reserve 866,831 674,913 658,532 Retained earnings 799,725 875,668 1,406,301 Other reserves (260,433) (322,517) (48,083) Equity attributable to shareholders of the parent company 1,468,535 1,283,568 2,073,170 Non-controlling interests 71,264 65,463 50,235 Total equity 1,539,799 1,349,031 2,123,405 Loans and borrowings 1,907,403 1,531,887 1,471,260 Deferred income 110,464 74,943 49,261 Provisions 43,662 44,443 43,188 Deferred tax liabilities 552 2,352 978 Derivative financial instruments 228,590 281,400 168,398 Total non-current liabilities 2,290,671 1,935,025 1,733,085 Loans and borrowings 623,577 600,096 283,698 Provisions 234,942 30,845 29,850 Trade and other payables 1,549,266 1,248,092 863,704 Income tax payable 49,032 10,961 11,617 Derivative financial instruments 48,101 116,011 28,077 Total current liabilities 2,504,918 2,006,005 1,216,946 Total equity and liabilities 6,335,388 5,290,061 5,073,436 0105735-0000002 AMCO:5624830.1 9
Page 1 and 2: SBM OFFSHORE N.V. (a public company
Page 3 and 4: TABLE OF CONTENTS Section Page 1. S
Page 5 and 6: 0105735-0000002 AMCO:5624830.1 5 Gr
Page 7: B.6 Persons who, directly and indir
Page 11 and 12: eport qualifications B.11 Explanati
Page 13 and 14: 0105735-0000002 AMCO:5624830.1 13
Page 15 and 16: 0105735-0000002 AMCO:5624830.1 15
Page 17 and 18: D.3 Risks specific to the Offer Sec
Page 19 and 20: E.3 Terms and conditions of the Off
Page 21 and 22: offering to sell the securities and
Page 23 and 24: economic downturn, and because of t
Page 25 and 26: an unspecified amount alleging unre
Page 27 and 28: for the Group's FPSOs operating in
Page 29 and 30: (i) The Group enters into turnkey c
Page 31 and 32: conditions at the time of a lease e
Page 33 and 34: labour disruptions and other factor
Page 35 and 36: penalties and materially and advers
Page 37 and 38: management time and effort away fro
Page 39 and 40: The Group's participation in indust
Page 41 and 42: and covenants in the agreements gov
Page 43 and 44: exercise significant influence over
Page 45 and 46: 2010 financial information In 2011,
Page 47 and 48: "may", "will", "could", "should", "
Page 49 and 50: Independent Source, no facts have b
Page 51 and 52: If a proposal is made to distribute
Page 53 and 54: During decommissioning, ownership o
Page 55 and 56: Share issues Under the Underwriting
Page 57 and 58: All transactions in Rights prior to
Page 59 and 60:
6.15 Joint Global Coordinators The
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Amsterdam will be deemed null and v
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In this Prospectus, persons who are
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the laws or regulations of any juri
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9. INDUSTRY AND MARKET OVERVIEW 9.1
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9.2 Offshore production solutions T
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(d) FPSO An FPSO system is containe
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Figure 9: Implied capacity among FP
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Expected FPSO spending 2013-2017 Af
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Figure 14: Main active market playe
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Machine Factory founded the Gusto s
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continue to be constructed and oper
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where the Group leases and operates
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Key financials For 2012, the Group'
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(in chronological order per categor
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up to two or three years beyond the
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Ongoing FPSO projects · N'Goma: A
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Contracts Group Companies routinely
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The Group's Order Portfolio at 31 D
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10.9 Customers The Group's customer
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10.13 Property, plant and equipment
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In 2010, 20 accidental releases wer
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Host country sustainability and wor
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claim, BP rejected a settlement pro
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(in thousands of US$) 0105735-00000
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12. SELECTED FINANCIAL INFORMATION
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As at 31 December (in thousands of
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Lumpur (Malaysia). Four of these ex
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accounting treatment of finance lea
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· Increasing complexity and size o
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(l) Impact of availability of finan
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(f) Research and development expens
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The Order Portfolio in the Turnkey
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accounted for US$ 230 million of th
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The increased EBIT in 2012 compared
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Financial year ended 31 December (i
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administrative expenses (which decr
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Net cash inflow from operating acti
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Original Interest per annum on the
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August 2012 (FPSO Cidade de Ilhabel
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· The remaining contractual commit
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entities are eliminated to the exte
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Other fixed assets 2-20 years When
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(i) Provisions General A provision
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Income tax expenses comprise corpor
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Set out below is an overview of the
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and the period during which the pre
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1 July 2013, except where the artic
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Preference Shares must be paid up f
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Management Board, (ii) members of t
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Company. Such transaction must be c
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Additionally, resolutions of the Ma
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Secondary activities The members of
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nomination drawn up by the Supervis
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Board being present. The Audit Comm
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The peer group is selected to repre
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The target number of Performance Or
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Note: (1) As of the respective date
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Shares were conditionally awarded,
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Systems (including other) Turnkey S
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16. MAJOR SHAREHOLDERS AND RELATED
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the repurchase of the Offer Shares
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individual's yield basis. The 4% de
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18. GENERAL INFORMATION 18.1 The Co
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The following table provides an ove
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Name Country of incorporation Perce
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Name Country of incorporation Perce
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ING and the Subscription, Listing a
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downstream Activities related to cr
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MOPUstor Mobile offshore production
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0105735-0000002 AMCO:5624830.1 203
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COMPANY SBM Offshore N.V. Karel Doo
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Prospectus - SBM Offshore

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